REG-Tetragon Financial Group Ltd: Notification of a Tender Offer

Tetragon FinancialAnnouncement

08/03/2024 08:00

Tetragon Financial Group Limited Announcement of Tender Offer to Purchase
$25,000,000 of Tetragon Non-Voting Shares

 

LONDON, March 8, 2024 -- Tetragon today announces the commencement of a tender
offer to purchase a portion of its outstanding non-voting shares for a maximum
aggregate payment of $25,000,000 in cash. The tender offer, which was
initially announced by Tetragon on 4 March 2024, will be conducted as a
"modified Dutch auction" with shareholders able to tender their Tetragon
non-voting shares at prices ranging from and including $9.00 up to and
including $10.50 per share. The tender offer is expected to expire at 11:59
p.m. (ET) on 10 April 2024, unless extended or terminated earlier. J.P. Morgan
Securities plc (which conducts its U.K. investment banking business as J.P.
Morgan Cazenove) will act as dealer manager for the tender offer and
Computershare Investor Services PLC will act as tender agent for the tender
offer.

Eligible shareholders will be able to indicate how many Tetragon 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, J.P. Morgan, as dealer manager, will determine the
lowest price per share within the range that will enable Tetragon to purchase
$25,000,000 in value of Tetragon non-voting shares, or a lower amount if the
tender offer is not fully subscribed. All shares purchased by Tetragon in the
tender offer will be purchased at the same price. If, based on the determined
purchase price, more than $25,000,000 in value of shares are properly tendered
and not properly withdrawn, valid tenders made below the determined purchase
price are expected to be accepted in full, except in the limited circumstances
described below, while valid tenders made at the determined purchase price
will be subject to proration. However, if the pro rata reduction of the number
of shares eligible to be purchased at the determined purchase price is
insufficient to reduce the value of the shares to be purchased to $25,000,000,
then none of the shares tendered at the determined purchase price will be
purchased, and instead there will be a pro rata reduction in the purchase of
shares tendered at the next highest price below the determined purchase price
to the extent necessary to reduce the value of shares purchased to
$25,000,000. The determined purchase price, as well as the proration factor
(if applicable), is expected to be announced on or 11 April 2024, and Tetragon
expects the purchase of shares in the tender offer would be settled promptly
thereafter.

The tender 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 Tetragon. 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 Tetragon's
website at the following URL:

https://www.tetragoninv.com/shareholders/share-repurchases 

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 Computershare at +44 37 0707 4040.
Shareholders are urged to read these materials carefully prior to making any
decision with respect to the tender offer.

Contacts:

Computershare: +44 37 0707 4040

About Tetragon:

Tetragon is a Guernsey closed-ended investment company. Its non-voting shares
are listed on Euronext in Amsterdam, a regulated market of Euronext Amsterdam
N.V., and also traded on the Specialist Fund Segment of the Main Market of the
London Stock Exchange. Our investment manager is Tetragon Financial Management
LP.  Find out more at www.tetragoninv.com.

Tetragon's non-voting shares are subject to restrictions on ownership by U.S.
persons and are not intended for European retail investors.

Please see: https://www.tetragoninv.com/shareholders/additional-information.

 Tetragon:  Yuko Thomas Investor Relations ir@tetragoninv.com  Press Inquiries:  Prosek Partners Pro-tetragon@prosek.com U.K. +44 20 3890 9193 U.S. +1 212 279 3115  

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 Tetragon's expectations and
beliefs concerning future events impacting Tetragon and therefore involve a
number of risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and Tetragon'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 Tetragon does not
undertake to update its forward-looking statements unless required by law.

This release contains inside information within the meaning of Article 7(1) of
the EU Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version
of EU MAR as it forms part of UK law by virtue of the European Union
(Withdrawal) Act (as amended).

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 Tetragon have not been and will not be
registered under the U.S. Securities Act of 1933, 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. Tetragon 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,
Tetragon has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended, and investors will not be entitled to the
benefits of such Act. Tetragon is registered in the public register of the
Netherlands Authority for the Financial Markets (Autoriteit Financiële
Markten) under Section 1:107 of the Dutch Financial Markets Supervision Act as
an alternative investment fund from a designated state.

ANY DECISION TO PARTICIPATE IN THE TENDER OFFER SHOULD ONLY BE MADE ON THE
BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE SHAREHOLDER OF TETRAGON'S
PUBLICLY AVAILABLE INFORMATION. NEITHER J.P. MORGAN SECURITIES PLC 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
TETRAGON'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; (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 Financial Services and Markets Act 2000
(Financial Promotion) Order 2005; 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
tender offer may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). The tender offer is 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.

J.P. Morgan Securities plc, which is authorised by the UK Prudential
Regulation Authority and regulated by the UK Financial Conduct Authority and
the Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Tetragon and for no one else in connection with the tender
offer and will not be responsible to anyone (whether or not recipient of the
tender offer) other than Tetragon for providing the protections afforded to
the clients of J.P. Morgan Securities plc or for providing advice in relation
to the tender offer.

 

 

 

 



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