LONDON, February 10, 2014 /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
$50,000,000 in cash. The Offer,
which was initially announced by TFG on January 31, 2014, will be conducted as a
"modified Dutch auction" with shareholders able to tender their TFG
non-voting shares at prices ranging from $10.30 up to and including $11.50 per share (in increments of $0.10). The Offer is expected to expire at
11:59 p.m. Eastern Daylight Time on
March 10, 2014, unless terminated
earlier. Deutsche Bank AG, London Branch ("Deutsche Bank") will act as
dealer manager for the Offer and KAS BANK N.V. 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 $50,000,000 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 March 14, 2014, 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/investor/reports/share_repurchase/2014.aspx
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 +44-207-54-75393.
Shareholders are urged to read these materials carefully
prior to making any decision with respect to the Offer.
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.
Forward-Looking Statements
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.
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.
Contacts
Deutsche Bank: Raymond Daamen
(+44-207-54-75393)
PRN NLD