Tetragon Fin Regulatory News (TFG)

Tetragon Financial Group Ltd - Notice of AGM & Directorate Change

PR Newswire

London, December 16

Tetragon Financial Group Limited Annual General Meeting

LONDON, Dec. 17, 2018 /PRNewswire/ --

Annual General Meeting:

Tetragon's annual general meeting will be held on 31 December 2018. The Notice of General Meeting may be found at the following link: https://www.tetragoninv.com/2018 AGM Notice. One of the purposes of the annual general meeting is to propose that each of the following individuals be appointed as a director of Tetragon:

Mr. Deron J. Haley – Independent Director Mr. Steven W. Hart – Independent Director Mr. David C. O'Leary – Independent Director Mr. Reade E. Griffith Mr. Paddy G. G. Dear

Note that only the owner of Tetragon's voting shares will be entitled to vote at the annual general meeting. The biographies of each of the proposed Independent Directors are set forth below.

Paddy Dear, a Co-Founder of Tetragon's investment manager and a member of Tetragon's Board of Directors, said, "We would like to thank Rupert Dorey, David Jeffreys and Bud Rogers for their service to the company. Rupert and David have been Independent Directors since Tetragon's launch as an open-ended fund in 2005, continuing in their role through the company's initial public offering in 2007. Bud advised Tetragon from its IPO until his retirement from the Corporate Department of Cravath, Swaine & Moore LLP in December 2015, following which he joined as an Independent Director. During their tenure, Tetragon has demonstrably achieved its investment objective of generating distributable income and capital appreciation by returning approximately U.S.$1.25 billion to its shareholders through dividends and share buybacks – nearly as much as the company's net asset value at the time of its IPO – and growing its NAV to approximately U.S.$2.1 billion."

Stephen Prince, the Head of TFG Asset Management, said, "We are excited about the backgrounds and experience of the proposed Independent Directors and the expected overall composition of the Board of Directors. With extensive private equity and asset management expertise as well as considerable operational and administrative experience, we believe that Tetragon's new Independent Directors will be able to effectively oversee the management of the business while providing valuable strategic guidance as Tetragon continues to diversify its alternative asset portfolio and looks to continue to grow TFG Asset Management – as Tetragon's diversified alternative asset management business – with a view to a possible initial public offering and listing of its shares."

Rupert Dorey, speaking on behalf of the Independent Directors, said, "We have enjoyed the opportunity of sitting on Tetragon's Board of Directors and working with Tetragon's investment manager to grow and strengthen the business over the years. We wish the proposed directors the best as they work with Tetragon in the next phase of its growth."

Mr. Deron J. Haley. Mr. Haley, also known as D.J., is a founding Partner and Chief Operating Officer at Durational Capital Management, LP, a New York-based private equity firm that specializes in consumer buy-outs. Prior to Durational Capital Management, Mr. Haley was the Chief Operating Officer of Hound Partners, LLC, a New York-based global equity fund. Prior thereto, he was a senior executive of Ziff Brothers Investments, LLC, a global, single-family office that invested directly in private and public equities, fixed income, global-macro, and commodities, and led firm-wide operational and management initiatives. Mr. Haley began his finance career as an equity research analyst, and later a registered trader before taking on senior managerial roles. Prior to finance, Mr. Haley served five years active duty in the United States Navy. He is a founding Director of the Navy SEAL Foundation and is a member of the Governance and Investment Committees. Mr. Haley is a Director of Ibis Tek, Inc, a small-business defense contractor, and also sits on the Investment Committee of The Heinz Endowments. Mr. Haley recently served as an independent director on the Boards of Directors of several funds managed by TFG Asset Management. He holds a B.S. degree in Mechanical Engineering from Carnegie Mellon University in Pittsburgh and a M.B.A. degree from Harvard Business School.

Mr. Steven W. Hart. Mr. Hart serves as president of Hart Capital LLC, which he founded in 1998 as a family office to invest in a diversified portfolio of assets with a strong education industry focus. He also co-founded Florian Education Investors LLC in May 2013, which now includes an ACCSC accredited postsecondary vocational education company offering on ground and online diploma and degree programs to the allied health community. Mr. Hart was the co-owner (1999-2010) and member of the Board of Directors (1999-2007) of Lincoln Educational Services Corporation. From 1983 to 1997, he was co-founder of a family-owned conglomerate where he acquired and managed manufacturing and distribution companies involved in automotive, printing, apparel and industrial textiles, electronics, synthetic foam, and home furnishing industries. Mr. Hart served as chairman of the State of Connecticut Investment Advisory Council from 1995 to 2003, which oversees the State of Connecticut Retirement Plans and Trust Funds, and, as a trustee (1996-2003), and chairman (2003) of the Stanford University Graduate School of Business Endowment Trust. He also served as a member of Golden Seeds, an angel stage investment firm focused on empowerment of women entrepreneurs. Since 2011, Mr. Hart has been a member of the Boards of Directors of several funds connected with Blue Harbour Group, L.P., a hedge fund based in Greenwich, Connecticut. He earned an M.B.A. degree from Stanford University Graduate School of Business and a B.A. degree in mathematics and economics from Wesleyan University.

Mr. David C. O'Leary. Mr. O'Leary retired from State Street Corporation in Boston, Massachusetts in 2012, where he was Executive Vice President - Chief Administrative Officer (2010-2012) and Executive Vice President - Global Head of Human Resources (2005-2010). At State Street, he managed a global team of 325 staff across 15 countries, was a member of its 10-person Operating Group and Management Committee, reporting directly to its Chief Executive Officer. From 1985 to 2004, Mr. O'Leary was at Credit Suisse First Boston, serving as Managing Director, Global Head of Human Resources from 1988 to 2003, where he managed a global team of 250 staff in 13 countries responsible for all aspects of Human Resources in the Americas, Europe, and Asia. Mr. O'Leary began his career in financial services at Merrill Lynch & Company in New York, where he was Vice President - Executive Compensation from 1981 to 1985. He earned a M.B.A. degree from the University of Massachusetts, where he graduated first in his class, a M.S. degree from the State University of New York and a B.S. degree from Union College.

Group Structure:

As previously announced, Tetragon Financial Group Master Fund Limited, through which Tetragon has historically invested substantially all its capital, is expected to be amalgamated with Tetragon, the listed parent company, effective as of 31 December 2018. The amalgamated company will continue as Tetragon Financial Group Limited. The appointment of the directors of Tetragon at the 31 December 2018 annual general meeting will be effective upon the amalgamation.

About Tetragon:

Tetragon is a closed-ended investment company that invests in a broad range of assets, including bank loans, real estate, equities, credit, convertible bonds, private equity, infrastructure and TFG Asset Management, a diversified alternative asset management business. Where appropriate, through TFG Asset Management, Tetragon seeks to own all, or a portion, of asset management companies with which it invests in order to enhance the returns achieved on its capital. Tetragon's investment objective is to generate distributable income and capital appreciation. It aims to provide stable returns to investors across various credit, equity, interest rate, inflation and real estate cycles. The company is traded on Euronext in Amsterdam N.V. and on the Specialist Fund Segment of the main market of the London Stock Exchange. For more information please visit the company's website at www.tetragoninv.com.

This release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

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 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, 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 under Section 1:107 of the Financial Markets Supervision Act as a collective investment scheme from a designated country.