Tetragon Financial Group Limited (TFGS), a Guernsey-based closed-ended investment company whose non-voting shares trade on Euronext Amsterdam and the Specialist Fund Segment of the London Stock Exchange, has formally commenced a tender offer to repurchase up to $50,000,000 worth of its outstanding non-voting shares. The offer, first flagged on 27 October 2026, is structured as a modified Dutch auction allowing eligible shareholders to tender shares at prices between $15.00 and $16.75 per share. The offer is scheduled to expire at 11:59 p.m. Eastern Time on 3 December 2026, unless extended or terminated earlier, with the final purchase price and any applicable proration factor expected to be announced on or around 4 December 2026.

Key Points

  • Tetragon Financial Group Limited (TFGS) — Guernsey closed-ended investment company listed on Euronext Amsterdam and the London Stock Exchange Specialist Fund Segment
  • Tender offer formally commenced 4 November 2026 to repurchase non-voting shares for a maximum aggregate cash consideration of $50,000,000
  • Price range set at $15.00 to $16.75 per share; offer expires 3 December 2026 unless extended or terminated; settlement expected promptly after 4 December 2026
  • Investors should monitor the final determined purchase price announcement and any proration factor disclosed on or around 4 December 2026

How Tetragon's Modified Dutch Auction Pricing Mechanism Will Determine the Final Repurchase Price

Under the modified Dutch auction structure, eligible shareholders may tender their non-voting shares at any price or prices within the $15.00 to $16.75 range. J.P. Morgan Securities plc, acting as dealer manager under its J.P. Morgan Cazenove brand, will identify the lowest single price within that range at which Tetragon can purchase shares totalling $50,000,000 in aggregate value. All shares accepted in the offer will be purchased at that single clearing price. The offer carries no minimum subscription condition, meaning Tetragon may purchase a lower aggregate value if the offer is not fully subscribed.

Proration Rules That Could Affect How Many Shares Each Shareholder Sells

Where tenders at the determined purchase price would cause the aggregate value purchased to exceed $50,000,000, those tenders will be subject to proration. The announcement states that if pro rata reduction at the determined price is insufficient to bring the total to $50,000,000, none of the shares tendered at that price will be purchased; instead, a pro rata reduction will be applied to tenders at the next highest price below the clearing price. Shareholders tendering below the final clearing price will have their valid tenders accepted in full, subject to limited exceptions set out in the full offer document available at tetragoninv.com.

Tetragon's Dual Listing and Restricted Shareholder Eligibility for the Buyback

Tetragon Financial Group is managed by Tetragon Financial Management LP and operates as an alternative investment fund registered with the Netherlands Authority for the Financial Markets. Its non-voting shares carry explicit restrictions on ownership by US persons and are not intended for European retail investors. Computershare Investor Services PLC is acting as tender agent for the offer. The announcement confirms the tender offer constitutes inside information under both EU Market Abuse Regulation and its UK-assimilated equivalent, underlining the regulatory significance of the transaction for existing eligible shareholders.