|By PR Newswire||
|November 5, 2012 02:01 AM EST||
LONDON, November 5, 2012 /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 $150,000,000 in cash. The Offer, which was initially announced by TFG on October 29, 2012, will be conducted as a "modified Dutch auction" with shareholders able to tender their TFG non-voting shares at prices ranging from $9.25 up to and including $10.65 per share (in increments of $0.10). The Offer is expected to expire at 5:30 CET on December 4, 2012, 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 $150,000,000 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 December 10, 2012, 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 (http://www.tetragoninv.com).
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.
TFG is a Guernsey closed-ended investment company traded on NYSE Euronext in Amsterdam under the ticker symbol "TFG". TFG currently invests primarily through long-term funding vehicles such as collateralized loan obligations in selected securitized asset classes and 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. TFG invests its capital through the Master Fund.
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 US 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 US 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.
Deutsche Bank: Raymond Daamen (+44-207-54-75393)
SOURCE Tetragon Financial Group Limited
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