REG-Tetragon Financial Group Ltd: Tender Offer

Tetragon FinancialAnnouncement

08/12/2022 15:45

Tetragon Financial Group Limited Announcement of Final Results of Tender
Offer to Purchase Tetragon Non-Voting Shares

LONDON, Dec. 8, 2022 -- Tetragon announces the final results of the
"modified Dutch auction" tender offer to purchase a portion of the outstanding
non-voting shares of Tetragon for a maximum aggregate payment of $25,000,000
in cash. The tender offer expired at 11:59 p.m. (ET) on 7 December 2022.

J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) acted as dealer manager for the tender offer and
Computershare Investor Services PLC acted as tender agent for the tender
offer. As dealer manager, J.P. Morgan determined the final purchase price at
which Tetragon will purchase shares in the tender offer. As tender agent,
Computershare determined the final proration factor.

In accordance with the terms of the tender offer, Tetragon has accepted for
purchase 2,439,009 non–voting shares at a purchase price of $10.25 per
share. The aggregate cost of this purchase is $24,999,842.25, excluding fees
and expenses relating to the tender offer. A total of 3,612,768 Tetragon
non-voting shares were properly tendered and not properly withdrawn at or
below the purchase price of $10.25 per share. Because more than $25,000,000 in
value of Tetragon non-voting shares was properly tendered and not properly
withdrawn, the tender offer was subject to proration pursuant to the terms of
the tender offer, with appropriate adjustments to avoid purchases of
fractional shares. The final proration factor, which is applicable only to
shares properly tendered and not properly withdrawn at the purchase price of
$10.25 per share, is 17.44%, rounded to the second decimal place. 1 

Tetragon will promptly make payment for the shares validly tendered and
accepted for purchase, which is expected to occur on or about 12 December
2022. All shares tendered and not purchased in the tender offer will be
promptly returned to the tendering shareholders.

About Tetragon:

Tetragon is a closed-ended investment company that invests in a broad range of
assets, including public and private equities and credit (including distressed
securities and structured credit), convertible bonds, real estate, venture
capital, infrastructure, bank loans and TFG Asset Management, a diversified
alternative asset management business. Where appropriate, through TFG Asset
Management, Tetragon seeks to own all, or a portion, of asset management
companies with which it invests in order to enhance the returns achieved on
its capital. Tetragon's investment objective is to generate distributable
income and capital appreciation. It aims to provide stable returns to
investors across various credit, equity, interest rate, inflation and real
estate cycles. The company's non-voting shares are traded on Euronext in
Amsterdam, a regulated market of Euronext Amsterdam N.V., and on the
Specialist Fund Segment of the main market of the London Stock Exchange. For
more information please visit the company's website at www.tetragoninv.com.

 Tetragon: Yuko Thomas Investor Relations ir@tetragoninv.com  Press Inquiries: Prosek Partners Pro-tetragon@prosek.com  United States Ryan FitzGibbon Remy Marin +1 646 818 9298 +1 646 818 9234  United Kingdom Henrietta Dehn Alexa Bethell +44 7717 281 665 +44 7940 166 251  

This release contains inside information within the meaning of Article 7(1) of
the EU Market Abuse Regulation (2014/596/EU) (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 under Section 1:107 of the
Dutch Financial Markets Supervision Act as an alternative investment fund from
a designated state.

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.

_______________________________

(1) The full final proration factor applied is 17.43709360201910%.



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