LONDON, December 7, 2012 /PRNewswire/ --
TFG today announced the final results of the "modified Dutch auction" tender offer (the "Offer") by its subsidiary, the Tetragon Financial Group Master Fund Limited (the "Master Fund") 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 expired at 5:30 p.m., Central European Time, on Tuesday, December 4, 2012.
Deutsche Bank AG, London Branch ("Deutsche Bank") acted as dealer manager for the Offer and KAS BANK N.V. acted as tender agent for the Offer. As dealer manager, Deutsche Bank determined the final purchase price at which the Master Fund will purchase shares in the Offer and the final proration factor.
In accordance with the terms of the Offer, the Master Fund has accepted for purchase 15,384,615 TFG non-voting shares at a purchase price of $9.75 per share. The aggregate cost of this purchase is $149,999,996.25, excluding fees and expenses relating to the Offer. A total of 18,143,697 TFG non-voting shares were properly tendered and not withdrawn at or below the purchase price of $9.75 per share. Because more than $150,000,000 in value of TFG non-voting shares was properly tendered and not properly withdrawn, the Offer was subject to proration pursuant to the terms of the Offer, with appropriate adjustments to avoid purchases of fractional shares. The final proration factor for the Offer is 84.8%, rounded to the first decimal place.
The Master Fund will promptly make payment for the shares validly tendered and accepted for purchase. All shares tendered and not purchased in the Offer will be promptly returned to the tendering shareholders.
TFG is a Guernsey closed-ended investment company traded on NYSE Euronext in Amsterdam under the ticker symbol "TFG" that 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. Both segments cover a broad range of assets including bank loans, real estate, equities, credit and convertible bonds.
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.
1. The full final proration factor is 84.7931653620538%.
For Investor Relations Inquiries:
David Wishnow/Yuko Thomas
For Press Inquiries:
Andrew Garfield/Gill Ackers/Brian Buckley
SOURCE Tetragon Financial Group Limited