LONDON, Dec. 7, 2023 /PRNewswire/ -- 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 $35,000,000 in cash. The tender offer expired at
11:59 p.m. (ET) on 6 December 2023.
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 3,414,623 non-voting shares at a purchase
price of $10.25 per share. The
aggregate cost of this purchase is $34,999,885.75, excluding fees and expenses
relating to the tender offer. A total of 4,744,038 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non-voting shares were properly tendered and not properly withdrawn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 $35,000,000 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shares was properly tendered and not properly withdrawn, the tender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only to shares properly tendered and not properly withdrawn at the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 27.75%, 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 2023. All shares
tendered and not purchased in the tender offer will be promptly
returned to the tendering shareholders.
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.
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1 The full
final proration factor applied is 27.75123543711350%.
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Tetragon:
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Press
Inquiries:
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Yuko Thomas
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Prosek
Partners
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Investor
Relations
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Pro-tetragon@prosek.com
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ir@tetragoninv.com
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+44 20 3890
9193
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+1 212 279
3115
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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.
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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content:https://www.prnewswire.co.uk/news-releases/tetragon-financial-group-limited-announcement-of-final-results-of-tender-offer-to-purchase-tetragon-non-voting-shares-302009377.html