LONDON, March 11, 2014 /PRNewswire/ --
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shares were properly tendered and not withdrawn at the purchase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properly withdrawn, the Offer was subject to proration pursuant to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%.
Contacts
For Investor Relations Inquiries:
David Wishnow/Greg Wadsworth
ir@tetragoninv.com
For Press Inquiries:
Brunswick Group
Andrew Garfield
+44-20-7404-5959
tetragon@brunswickgroup.com
SOURCE Tetragon Financial Group Limited