TFG today announced the final results of the "modified Dutch auction" tender offer
(the "Offer") by its subsidiary, the Tetragon Financial Group Master Fund Limited (the
"Master Fund") to purchase a portion of the outstanding non-voting shares of TFG for a
maximum aggregate payment of $50,000,000 in cash. The Offer expired at 11:59 p.m., Eastern
Daylight Time, on Monday, March 10, 2014.
Deutsche Bank AG, London Branch ("Deutsche Bank") acted as dealer manager for the
Offer and KAS BANK N.V. acted as tender agent for the Offer. As dealer manager, Deutsche
Bank determined the final purchase price at which the Master Fund will purchase shares in
the Offer and the final proration factor.
In accordance with the terms of the Offer, the Master Fund has accepted for purchase
4,854,367 TFG non-voting shares at a purchase price of $10.30 per share. The aggregate
cost of this purchase is $49,999,980.10, excluding fees and expenses relating to the
Offer. A total of 11,744,910 TFG non-voting shares were properly tendered and not
withdrawn at the purchase price of $10.30 per share. Because more than $50,000,000 in
value of TFG non-voting shares was properly tendered and not properly withdrawn, the Offer
was subject to proration pursuant to the terms of the Offer, with appropriate adjustments
to avoid purchases of fractional shares. The final proration factor for the Offer is
41.3%, rounded to the first decimal place.[1]
The Master Fund will promptly make payment for the shares validly tendered and
accepted for purchase, which is expected to occur on or about March 17, 2014. All shares
tendered and not purchased in the Offer will be promptly returned to the tendering
shareholders.
About TFG
TFG is a Guernsey closed-ended investment company traded on NYSE Euronext in Amsterdam
under the ticker symbol "TFG". TFG aims to provide stable returns to investors across
various credit, equity, interest rate and real estate cycles. TFG maintains two key
business segments: an investment portfolio and an asset-management platform. Both segments
cover a broad range of assets including bank loans, real estate, equities, credit, and
convertible bonds. TFG invests its capital through the Master Fund.
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.
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1. The full final proration factor is 41.3316747425055%.
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Contacts
For Investor Relations Inquiries:
David Wishnow/Greg Wadsworth
[email protected]
For Press Inquiries:
Brunswick Group
Andrew Garfield
+44-20-7404-5959
[email protected]
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