|By PR Newswire||
|February 27, 2014 01:56 AM EST||
LONDON, February 27, 2014 /PRNewswire/ --
On 27 February 2014, the Board of Tetragon Financial Group Limited ("TFG") announced an interim dividend of US $0.15 per share in respect of the fourth quarter of the financial year 2013 (the "Q4 Dividend"). The ex-dividend date is 28 February 2014. The record date is 4 March 2014 (the "Record Date"). Payment of the Q4 Dividend will take place on 24 March 2014.
Pursuant to TFG's Optional Stock Dividend Plan (the "DRIP"), shareholders may elect to receive the Q4 Dividend in the form of newly issued non-voting shares of TFG pursuant to the DRIP instead of cash, subject to certain exceptions described below.
12 ROLLING QUARTERS ONLY
DPS ($) Q1 2011 0.09 Q2 2011 0.10 Q3 2011 0.10 Q4 2011 0.105 Q1 2012 0.105 Q2 2012 0.115 Q3 2012 0.115 Q4 2012 0.135 Q1 2013 0.135 Q2 2013 0.140 Q3 2013 0.140 Q4 2013 0.150
Tender Offer: Eligibility to Participate in the DRIP in respect of the Q4 Dividend
On 10 February 2014, TFG's subsidiary, Tetragon Financial Group Master Fund Limited (the "Master Fund"), commenced a tender offer (the "Offer") to purchase a portion of the outstanding non-voting Shares of TFG ("Shares") for a maximum aggregate payment of $50,000,000 in cash. Shareholders who tender their Shares pursuant to the Offer on or prior to the Record Date will not be eligible to participate in the DRIP unless they (i) properly withdraw such Shares, (ii) make a valid election under the DRIP and then (iii) re-tender such Shares after the Record Date. Otherwise, such shareholders will receive the Q4 Dividend in cash only. Shareholders who tender their Shares after the Record Date will be able to elect to receive the Q4 Dividend in cash or, if a valid election is made under the DRIP, in the form of newly issued Shares pursuant to the DRIP.
Notwithstanding the foregoing, directors of TFG and the Master Fund, the TFM Principals (as defined in the Offer), and affiliates of TFG or the Master Fund or any of their subsidiaries will not be eligible to participate in the DRIP with respect to the Q4 Dividend and, accordingly, will receive the Q4 Dividend in cash only. Additionally, all shareholders who elect to receive the Q4 Dividend in the form of newly issued Shares pursuant to the DRIP are hereby advised that, by electing to participate in the DRIP, they are representing and warranting to TFG that they are not a "covered person" within the meaning of Rule 14e-5 promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.
Rule 14e-5 prohibits, from the time of public announcement of a tender offer until the tender offer expires, a "covered person" from directly or indirectly purchasing or arranging to purchase any of the securities that are sought to be acquired in the tender offer or any related securities, except as part of the tender offer. Under Rule 14e-5, a "covered person" means: (i) the offeror and its affiliates; (ii) the offeror's dealer-manager and its affiliates; (iii) any advisor to any of the persons specified in (i) and (ii) above, whose compensation is dependent on the completion of the offer; and (iv) any person acting directly or indirectly in concert with any of the persons specified in (i), (ii) or (iii) above in connection with any purchase or arrangement to purchase any of the securities that are sought to be acquired in the tender offer or any related securities. Under Rule 14e-5, an "affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
TFG reserves the right to exclude any shareholder from electing to receive the Q4 Dividend in the form of newly issued Shares pursuant to the DRIP, if TFG reasonably determines in its sole discretion that the shareholder is or is likely to be a "covered person" within the meaning of Rule 14e-5.
The TFG website (http://www.tetragoninv.com) includes additional information on the DRIP for those shareholders electing to receive dividends in the form of newly issued Shares.
Tetragon Financial Group Limited (TFG) is a Guernsey closed-ended 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. The company 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. For further information, please contact:
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 US 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.
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