LONDON, May 10, 2016 /PRNewswire/ -- TFG and its subsidiary, the Tetragon Financial Group Master Fund Limited (the "Master Fund") today announced the commencement of a tender offer (the "Offer") to purchase a portion of the outstanding non-voting shares of TFG for a maximum aggregate payment of $100,000,000 in cash. The Offer, which was initially announced by TFG on May 2, 2016, will be conducted as a "modified Dutch auction" with shareholders able to tender their TFG non-voting shares at prices ranging from $10.00 up to and including $11.40 per share. The Offer is expected to expire at 1.00 p.m. London Time on June 7, 2016, unless terminated earlier. Deutsche Bank AG, London Branch ("Deutsche Bank") will act as dealer manager for the Offer and Computershare will act as tender agent for the Offer.
Eligible shareholders will be able to indicate how many TFG non-voting shares and at what price or prices within the specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering shareholders, Deutsche Bank will determine the lowest price per share within the range that will enable the Master Fund to purchase $100,000,000 in value of TFG non-voting shares, or a lower amount if the Offer is not fully subscribed. All shares purchased by the Master Fund in the Offer will be purchased at the same price. The determined purchase price, as well as the proration factor (if applicable) is expected to be announced on or about June 10, 2016, and TFG expects the purchase of shares in the Offer would be settled promptly thereafter.
The Offer is not conditioned upon the receipt of any minimum number of shares being tendered.
This release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any shares of TFG. The full details of the tender offer, including complete instructions on how to tender shares, are included in the offer to purchase which is available on TFG's website at the following URL: http://www.tetragoninv.com/investors/share-price-centre/share-repurchase-programmes/2016
Shareholders should read carefully the offer to purchase because it contains important information. Shareholders may obtain electronic copies of this document free of charge by calling the dealer manager for the Offer, Deutsche Bank, at +44 207 54 59011. Shareholders are urged to read these materials carefully prior to making any decision with respect to the Offer.
TFG is a Guernsey closed-ended investment company traded on Euronext Amsterdam N.V. under the ticker symbol "TFG.NA" and on the Specialist Fund Market of the London Stock Exchange plc under the ticker symbol "TFG.LN". TFG aims to provide stable returns to investors across various credit, equity, interest rate, inflation and real estate cycles. TFG's investment portfolio comprises a broad range of assets, including a diversified asset-management business (TFG Asset Management), and covers bank loans, real estate, equities, credit, convertible bonds and infrastructure.
This press release contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are made based upon TFG and the Master Fund's expectations and beliefs concerning future events impacting TFG and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees of future performance, and TFG's actual results of operations, financial condition and liquidity may differ materially and adversely from the forward-looking statements contained in this press release. Forward-looking statements speak only as of the day they are made and TFG does not undertake to update its forward-looking statements unless required by law.
Deutsche Bank: Andreas Franzen (+44 207 54 59011) or Sean Davis (+1 212 250 7217)
This release does not contain or constitute an offer to sell or a solicitation of an offer to purchase securities in the United States or any other jurisdiction. The securities of TFG have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under applicable law or exempt from registration. TFG does not intend to register any portion of its securities in the United States or to conduct a public offer of securities in the United States. In addition, TFG has not been and will not be registered under the U.S. Investment Company Act of 1940, and investors will not be entitled to the benefits of such Act. TFG is registered in the public register of the Netherlands Authority for the Financial Markets under Section 1:107 of the Financial Markets Supervision Act ("FMSA") as a collective investment scheme from a designated country. This release constitutes regulated information ("gereglementeerde informatie") within the meaning of Section 1:1 of the FMSA.
ANY DECISION TO PARTICIPATE IN THE OFFER SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE SHAREHOLDER OF TFG'S PUBLICLY AVAILABLE INFORMATION. NEITHER DEUTSCHE BANK NOR ANY OF ITS AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR TFG AND THE MASTER FUND'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
In the United Kingdom, this announcement is being distributed to, and is directed at, only (a) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (b) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (c) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the Offer may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The Offer is only available only to relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.htm.
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SOURCE Tetragon Financial Group Limited