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withdrawn, valid tenders made below the determined purchase price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.