Welcome to Tetragon Financial Group Limited ("TFG")

Please read the Terms of Use below carefully. You must accept these terms before you can proceed.

TERMS OF USE OF THIS WEBSITE

Compliance with Applicable Laws and Regulations

The information on this website is for information purposes only. It does not constitute an offer to sell any security or investment product, nor does it constitute professional advice. Any product and service mentioned in this website are not offered to any person or entity in any jurisdiction or country where the advertisement, offer, solicitation, provision or sale of such product and service is restricted or prohibited by law or regulation or where TFG or any of its respective affiliates would be subject to any regulation or licensing requirement.

Users of this website are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein. By proceeding to access the information, users are deemed to have represented and warranted that the applicable laws and regulations of their relevant jurisdiction allow them to do so. No information contained on this website constitutes or would be deemed to constitute an invitation in any jurisdiction to invest or otherwise deal in the shares of TFG.

Restrictions on Ownership by U.S. Persons

The shares in TFG have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Consequently, shares in TFG may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, "U.S. persons" as defined in Regulation S under the Securities Act absent registration or an exemption from registration under the Securities Act. No public offering of any shares in TFG is being, or has been, made in the United States.

In addition, TFG has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). Direct or indirect beneficial ownership of securities issued by TFG by any U.S. person who is not a "qualified purchaser" as defined in the Investment Company Act and applicable rules thereunder is prohibited. Under TFG's Articles of Association (the "Articles"), the directors of TFG may in certain circumstances compel the transfer of any TFG shares owned directly or beneficially by any person who is not a "qualified purchaser".

Furthermore, shares of TFG may not be held by any "benefit plan investor" that is subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended. The Articles prohibit any ERISA Person (as defined in the Articles) from acquiring or holding shares of TFG. The consequences of failing to comply with this prohibition include the divestment of the relevant shares and the forfeiture of any dividends previously received with respect to such shares, as well as any gains from their disposition.

No Representation, Warranty or Reliance

No representation or warranty (including liability towards third parties), express or implied, is made as to the accuracy, reliability or completeness of any information contained on this website. TFG undertakes no duty to update any such information. Nothing contained on this website constitutes investment, legal, tax or other advice and is not to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision.

The information and opinions contained in this website are provided without any warranty of any kind, either expressed or implied, to the fullest extent permissible pursuant to applicable law. Neither TFG nor any of its affiliates further assumes any responsibility for, and makes any warranties that, information and supplies contained on this website will be uninterrupted or error-free, that defects will be corrected, or that this website or the servers that make it available will be free of viruses or other harmful components.

Forward-Looking Statements

Nothing in this website is, or should be relied on as, a promise or representation as to the future. This website contains forward-looking statements, which reflect the views of TFG with respect to, among other things, TFG's operations. Investors can identify these forward-looking statements by the use of words such as "believe", "expect", "potential", "continue", "may", "will", "should", "seek", "approximately", "predict", "intend", "plan", "estimate", "anticipate" or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Should any assumptions underlying the forward-looking statements contained on this website prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements. Neither TFG nor any of its affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law or regulation.

Linked Sites

TFG has not reviewed any website linked to this website and TFG is not responsible for the contents of off-site pages or any other websites linked or linking to this website. If you follow any links off this website you do so at your own risk.

Links to this website may not be established without the prior written consent of TFG.

Liability Waiver

To the maximum extent permitted by applicable law, you agree that under no circumstances, including, but not limited to, negligence, shall TFG or any of its affiliates be liable for any direct, special or consequential damages that result from the access or use of, or the inability to access or use, the materials on this website.

If you proceed to access the information included in this website, you acknowledge that you have read and agree with the above Terms of Use.

The Board of Directors currently comprises six directors, of which four are Independent Directors.

Rupert Dorey

Independent Director

Independent Director

Frederic M. Hervouet

Independent Director

Independent Director

William Rogers

Independent Director

Independent Director

David Jeffreys

Independent Director

Independent Director

Paddy Dear

Director

Investment & Risk Committee,
Executive Committee

Co-Head

Reade Griffith

Director

Investment & Risk Committee,
Executive Committee

European Event Driven Equities

Size, Independence and Composition of the Board of Directors of TFG and the Master Fund

The structure, and practices and committees of the Board of Directors of each of TFG and the TFG Master Fund, including matters relating to the size, independence and composition of the Board of Directors, the election and removal of members of the Board of Directors, requirements relating to board action and the powers delegated to board committees, are governed by each entity’s respective Memorandum and Articles of Incorporation.

Each of TFG and the TFG Master Fund has six directors (referred to herein as the Directors). Subject as set out below and as elsewhere described in the risk factors found on TFG’s website at http://www.tetragoninv.com/investor/riskfactors.aspx, not less than a majority of the Directors are independent. A Director will be an “Independent Director” if the Board of Directors determines that the person satisfies the standards for independence contained in the U.K. Combined Code in all material respects. If the death, resignation or removal of an Independent Director results in the Board of Directors having less than a majority of Independent Directors, the vacancy must be filled promptly. Pending the filling of such vacancy, the Board of Directors may temporarily consist of less than a majority of Independent Directors and those Directors who do not meet the standards for independence may continue to hold office. A Director who is not an Independent Director will not be required to resign as a Director as a result of an Independent Director’s death, resignation or removal. In addition, the TFG’s Memorandum and Articles of Incorporation prohibit the Board of Directors from consisting of a majority of Directors who are resident in the United Kingdom.

Election and Removal of Directors of TFG and the Master Fund

Each member of TFG’s and the TFG Master Fund’s Boards of Directors is elected annually by the Voting Shareholder. All vacancies on the Board of Directors including by reason of death or resignation may be filled, and additional Directors may be appointed, by a resolution of the Voting Shareholder.

A Director may be removed from office for any reason by notice requesting resignation signed by all other Directors then holding office, if the Director is absent from four successive meetings without leave expressed by a resolution of the Directors or for any reason by a resolution of the Voting Shareholder. A Director will also be removed from the Board of Directors if he becomes bankrupt, if he becomes of unsound mind, if he becomes a resident of the United Kingdom and such residency results in a majority of the Board of Directors being residents of the United Kingdom or if he becomes prohibited by law from acting as a Director. A Director is not required to retire upon reaching a certain age.

Action by the Board of Directors of TFG and the Master Fund

The Boards of Directors of TFG and the TFG Master Fund may take action in a duly convened meeting, for which a quorum is five Directors, or by a written resolution signed by at least five Directors. When action is to be taken by the Board of Directors, the affirmative vote of five of the Directors then holding office is required for any action to be taken. As a result, the Board of Directors will not be able to act without the affirmative vote of one of the directors affiliated with the Voting Shareholder.

The Directors are responsible for the management of TFG and the TFG Master Fund. They have delegated to the Investment Manager certain functions, including broad discretion to adopt an investment strategy to implement TFG’s investment objective. However, certain matters are specifically reserved for the Board of Directors under the Memorandum and Articles of Incorporation.

Transactions in which a Director has an Interest

Provided that a Director has disclosed to the other Directors the nature and extent of any interests of his in accordance with the Companies (Guernsey) Law, 2008, as amended, a Director, notwithstanding his office: (a) may be a party to, or otherwise interested in, any transaction or arrangement with TFG or the TFG Master Fund or in which TFG or the TFG Master Fund is otherwise interested; (b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by TFG or the TFG Master Fund or in which TFG of the TFG Master Fund is otherwise interested; and (c) shall not be accountable to TFG or the TFG Master Fund for any benefit derived from any such transaction or arrangement or from any interest in any such body corporate, and no such transaction or arrangement shall be void or voidable on the ground of any such interest or benefit or because such Director is present at or participates in the meeting of the Directors that approves such transaction or arrangement, provided that (i) the material facts as to the interest of such Director in such transaction or arrangement have been disclosed or are known to the Directors and the Directors in good faith authorise the transaction or arrangement and (ii) the approval of such transaction or arrangement includes the votes of a majority of the Directors that are not interested in such transaction or such transaction is otherwise found by the Directors (before or after the fact) to be fair to TFG or the TFG Master Fund as of the time it is authorised. Under the Investment Management Agreement, the Directors have authorised the Investment Manager to enter into transactions on behalf of TFG or the TFG Master Fund with persons who are affiliates of the Investment Manager, provided that in connection with any such transaction that exceeds $5 million of aggregate investment the Investment Manager informs the Directors of such transaction and obtains either (i) the approval of a majority of the Directors that do not have a material interest in such transaction or (ii) an opinion from a recognised investment bank, auditing firm or other appropriate professional firm substantively to the effect that the financial terms of the transaction are fair to TFG and the TFG Master Fund from a financial point of view.

Compensation

The remuneration for Directors is determined by resolution of the Voting Shareholder. Currently, the Directors’ annual fee is $100,000, in compensation for service on the Boards of Directors of both TFG and the TFG Master Fund. The TFG Master Fund pays Directors’ fees. The Directors affiliated with the Voting Shareholder have waived their entitlement to a fee. The Directors are entitled to be repaid by TFG for all travel, hotel and other expenses reasonably incurred by them in the discharge of their duties. Directors of the TFG Master Fund are compensated and reimbursed on the same basis. None of the Directors has a contract with TFG or the TFG Master Fund providing for benefits upon termination of employment.

Certain Corporate Governance Rules

TFG and the TFG Master Fund are required to comply with all provisions of Guernsey company law relating to corporate governance to the extent the same are applicable and relevant to TFG’s activities. In particular, each Director must seek to act in accordance with the “Code of Practice-Company Directors” and “Code of Corporate Governance” issued by the Guernsey Financial Services Commission. No formal corporate governance code applies to TFG or the TFG Master Fund under Dutch law.

Indemnity

Each present and former Director or officer of TFG and the TFG Master Fund is indemnified against any loss or liability incurred by the Director or officer by reason of being or having been a Director or officer of TFG or the TFG Master Fund. In addition, the Directors may authorise the purchase or maintenance by TFG and the TFG Master Fund for any Director or officer or former Director or officer of TFG or the TFG Master Fund of any insurance, in respect of any liability which would otherwise attach to the Director or officer or former Director or officer.

Contact Us

For further information on TFG please contact our IR team:

+44 20 7901 8328