LONDON, March 8,
2024 /PRNewswire/ -- 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tendered and not properly withdrawn, valid tenders made below the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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content:https://www.prnewswire.com/news-releases/tetragon-financial-group-limited-announcement-of-tender-offer-to-purchase-25-000-000-of-tetragon-non-voting-shares-302083035.html
SOURCE Tetragon Financial Group Limited