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.

Investment Manager

Tetragon Financial Management LP, or TFM, has been appointed as the investment manager of TFG and the TFG Master Fund under the Investment Management Agreement (see “Summary of Key Terms of TFG’s Investment Management Agreement”). TFM’s general partner, Tetragon Financial Management GP LLC, is responsible for all actions of the investment manager. The general partner is ultimately controlled by Reade Griffith and Paddy Dear, who also control the holder of TFG’s voting shares and are the voting members of TFM’s Investment and Risk Committees. Reade Griffith acts as the authorised representative of the general partner and TFM.

TFM is registered as an investment adviser under the U.S. Investment Advisers Act of 1940.

TFM’s Investment Committee is responsible for the investment management of TFG and the TFG Master Fund portfolio and members currently include Reade Griffith, Paddy Dear, Jeffrey Herlyn, Michael Rosenberg, David Wishnow and Stephen Prince. The investment committee determines the investment strategy of TFG and the TFG Master Fund and approves each significant investment by them.

TFM’s Risk Committee is responsible for the risk management of TFG and the TFG Master Fund portfolio and performs active and regular oversight and risk monitoring. The risk committee has the same composition as the investment committee.

TFM’s Executive Committee oversees all key non-investment and risk activities of TFM and currently consists of Reade Griffith, Paddy Dear, David Wishnow, Stephen Prince, Phil Bland, Sean Côté and Greg Wadsworth.

Jeff Herlyn

Investment & Risk Committee

Michael Rosenberg

Investment & Risk Committee

David Wishnow

Investment & Risk Committee,
Executive Committee

Paddy Dear

Director

Investment & Risk Committee,
Executive Committee

Co-Head

Stephen Prince

Investment & Risk Committee,
Executive Committee,
Head of North America

Co-Head

Reade Griffith

Director

Investment & Risk Committee,
Executive Committee

European Event Driven Equities

Paul Gannon

Chief Financial Officer

Sean Côté

Executive Committee,
General Counsel

General Counsel

Greg Wadsworth

Executive Committee,
Head of Business Development and Investor Relations

Head of Business Development and Investor Relations

Summary of Key Terms of TFG’s Investment Management Agreement

Under the terms of the 26 April 2007 Investment Management Agreement among TFM, TFG and the TFG Master Fund, TFM has full discretion to invest the assets of TFG and the TFG Master Fund in a manner consistent with the investment objective of TFG. TFM has the authority to determine the investment strategy to be pursued in furtherance of the investment objective, which strategy may be changed from time to time by TFM in its discretion. TFM is authorised to delegate its functions under the Investment Management Agreement.

The Investment Management Agreement continues in full force and effect unless terminated (i) by the investment manager at any time upon 60 days’ notice or (ii) immediately upon TFG or the TFG Master Fund giving notice to the investment manager or the investment manager giving notice to TFG or the TFG Master Fund in relation to such entity in the event of (a) the party in respect of which notice has been given becoming insolvent or going into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other party) or a receiver being appointed over all or a substantial part or of its assets or it becoming the subject of any petition for the appointment of an administrator, trustee or similar officer, (b) a party committing a material breach of the Investment Management Agreement which causes a material adverse effect to the non-breaching party and (if such breach shall be capable of remedy) not making good such breach within 30 days of service upon the party in breach of notice requiring the remedy of such breach or (c) fraud or wilful misconduct in the performance of a party’s duties under the Investment Management Agreement.

The Investment Management Agreement provides that none of the investment manager, its affiliates or their respective members, managers, partners, shareholders, directors, officers and employees (including their respective executors, heirs, assigns, successors or other legal representatives) (each, as an indemnified party) will be liable to the TFG Master Fund, TFG or any investor in the TFG Master Fund or TFG for any liabilities, obligations, losses (including, without limitation, losses arising out of delay, mis-delivery or error in the transmission of any letter, cable, telephonic communication, telephone, facsimile transmission or other electronic transmission in a readable form), damages, actions, proceedings, suits, costs, expenses (including, without limitation, legal expenses), claims and demands suffered in connection with the performance by the investment manager of its obligations under the Investment Management Agreement or otherwise in connection with the business and operations of TFG or the TFG Master Fund, in the absence of fraud or wilful misconduct on the part of an indemnified party, and TFG and the TFG Master Fund have each agreed to indemnify each indemnified party against any such liabilities, obligations, losses, damages, actions, proceedings, suits, costs, expenses, claims and demands, except as may be due to the fraud or wilful misconduct of the indemnified party.

TFM may act as investment manager or advisor to any other person, so long as its services to TFG or the TFG Master Fund are not materially impaired thereby, and need not disclose to TFG or the TFG Master Fund anything that comes to its attention in the course of its business in any other capacity than as investment manager. The investment manager is not liable to account for any profit earned or benefit derived from advice given by the investment manager to other persons. The investment manager will not be liable to TFG or the TFG Master Fund for any loss suffered in connection with the investment manager’s decision to offer investments to any other person, or failure to offer investments to TFG or the TFG Master Fund.

The investment manager is authorised to enter into transactions on behalf of TFG and the 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 obtains either (i) the approval of a majority of the members of the Board Directors of TFG and the TFG Master Fund that do not have a material interest in such transaction (whether as part of a Board of Directors resolution or otherwise) or (ii) an opinion from a recognized 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.

Management and Incentive Fees; Expenses

All fees and expenses of TFG and the TFG Master Fund, except for the incentive fees for TFM as investment manager (as described below), will be paid by the TFG Master Fund, including management fees relating to the administration of TFG.

The investment manager is entitled to receive management fees equal to one and one-half percent (1.5%) per annum of the net asset value (NAV) of TFG payable monthly in advance prior to the deduction of any accrued incentive fees. No separate management fees are payable with respect to the NAV of the TFG Master Fund.

TFG will also pay to the investment manager an incentive fee for each Calculation Period (as defined below) equal to 25% of the increase in the NAV of TFG during the Calculation Period (before deduction of any dividend paid or the amount of any redemptions or repurchases of Shares (or other relevant capital adjustments) during such Calculation Period) above (i) the Reference NAV (as defined below) plus (ii) the Hurdle (as defined below) for the Calculation Period. If the Hurdle is not met in any Calculation Period (and no incentive fee is paid), the shortfall will not carry forward to any subsequent Calculation Period.

A "Calculation Period" is a period of three months ending on March 31, June 30, September 30 and December 31 of each year, or as otherwise determined by the Board of Directors of TFG.

The "Reference NAV" is the greater of (i) NAV at the end of the Calculation Period immediately preceding the current Calculation Period and (ii) the NAV as of the end of the Calculation Period ending three months earlier than the Calculation Period referred to in clause (i). For the purposes of determining Reference NAV at the end of a Calculation Period, NAV shall be adjusted by the amount of accrued dividends and amounts of any redemptions or repurchases of Shares (or other relevant capital adjustments) and incentive fees to be paid with respect to that Calculation Period.

The "Hurdle" for any Calculation Period will equal (i) the Reference NAV multiplied by (ii) the Hurdle Rate (defined below).

The "Hurdle Rate" for any Calculation Period equals 3-month U.S. Dollar LIBOR determined as of 11:00 a.m. London time on the first London business day of the then current Calculation Period plus the hurdle spread of 2.647858%, in each case multiplied by (x) the actual number of days in the Calculation Period divided by (y) 365.

The incentive fee in respect of each Calculation Period is calculated by reference to the increase in NAV of the Shares before deduction of any accrued incentive fee. The incentive fee is normally payable in arrears within 14 calendar days of the end of the Calculation Period. If the Investment Management Agreement is terminated other than at the end of a Calculation Period, the date of termination will be deemed to be the end of the Calculation Period. The Investment Manager does not charge separate fees based on the NAV of the Master Fund.

TFG and the TFG Master Fund generally bear all costs and expenses directly related to their investments or prospective investments, such as brokerage commissions, interest on debit balances or borrowings, custodial fees and legal and consultant fees. TFG and the TFG Master Fund also generally bear all out-of-pocket costs of administration including accounting, audit, administrator and legal expenses, costs of any litigation or investigation involving their activities, costs associated with reporting and providing information to existing and prospective investors and the costs of liability insurance.

Investment Manager Options

In recognition of the work performed by the investment manager in successfully arranging the 2007 global offering and the associated raising of new capital for the company, TFG granted to the investment manager options to purchase 12,545,330 of TFG's Non-Voting Shares (subject to the application of customary anti-dilution provisions) at an exercise price per share equal to the IPO offer price (U.S.$10.00). These options became fully vested and immediately exercisable as of the date of admission to the Euronext Amsterdam N.V. and will remain exercisable until the 10th anniversary of that date (i.e., 26 April 2017). None of the options have been exercised.

The Investment Manager’s Role with respect to TFG Asset Management

TFM’s responsibilities with respect to TFG and the TFG Master Fund include, inter alia:

  • investing and reinvesting the assets of TFG and the TFG Master Fund in securities, derivatives and other financial instruments and other investments of whatever nature and committing the assets of TFG and the Master Fund in relation to agreements with entities, issuers and counterparties;
  • holding cash balances or investing them directly in any short-term investments, and reinvesting any income earned thereon in accordance TFG’s investment strategy;
  • purchasing, holding, selling, transferring, exchanging, mortgaging, pledging, hypothecating and otherwise acting to acquire and dispose of and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to investments held or owned by TFG and the TFG Master Fund, with the objective of the preservation, protection and increase in value thereof;
  • exercising any voting or similar rights attaching to investments purchased on behalf of TFG and the TFG Master Fund;
  • borrowing or raising monies from time to time without limit as to amount or manner and time of repayment;
  • engaging consultants, attorneys, independent accountants or such other persons as the investment manager may deem necessary or advisable; and
  • entering into any other contracts or agreements in connection with any of the foregoing activities.

TFG Asset Management is an investment of the TFG Master Fund, and, as such, TFM, as its investment manager, is responsible for exercising any of the TFG Master Fund’s voting or similar rights with respect to TFG Asset Management, as an investment. As with any other category of investments, TFM is also responsible for decisions with respect to acquisitions and dispositions by the TFG Master Fund of asset management businesses – as investment decisions with respect to the TFG Master Fund’s cash or other assets(i). Following the acquisition of an asset management business, that business then becomes a part of TFG Asset Management.

TFG Asset Management seeks to generate income and value from its asset management businesses by having these businesses manage third-party investor capital. TFG Asset Management has an internal management team that is responsible for the TFG Asset Management business as a whole, including the oversight of its various asset management businesses as they form and grow the funds that they manage, and is responsible for its own costs.

The TFG Master Fund may invest in the various funds and other vehicles managed by a TFG Asset Management business. It may also provide financial support to any fund managed by a TFG Asset Management business (such as a “seeding” arrangement), or provide equity, loans or other financial support to TFG Asset Management or its asset management businesses. TFM is responsible for any decision to invest cash into any fund or other vehicle managed by a TFG Asset Management business(ii) and is also responsible for decisions regarding financial support for TFG Asset Management.

(i) TFM has determined that TFG’s current investment strategy is to continue to grow TFG Asset Management with a view to a possible initial public offering and listing of its shares.

(ii) TFM is also responsible for selecting third-party managers who invest in asset classes appropriate for the TFG Master Fund.

Services Agreement between the Investment Manager and Certain Subsidiaries of TFG Asset Management

TFM has, since its inception, relied on two Polygon entities(i) for a broad range of services to support its activities.(ii)

Following TFG’s 28 October 2012 acquisition of Polygon Management L.P., these entities have been part of TFG Asset Management. The services provided to TFM under a Services Agreement by TFG Asset Management, through these entities, include infrastructure services such as operations, financial control, trading, marketing and investor relations, legal, compliance, office administration, payroll and employee benefits. One of those entities, Polygon Global Partners LLP, which is authorised and regulated by the United Kingdom Financial Conduct Authority, also provides services relating to the dealing in and management of investments, arrangement of deals and advising on investments.

(i) These Polygon entities also provide infrastructure services to LCM and the GreenOak joint venture, infrastructure and investment management services to Hawke’s Point and the TCI General Partner, and oversight services with respect to Equitix.

(ii) Polygon Private Investment Partners LP, an investment management entity in which Reade Griffith and Paddy Dear have an interest and that was not included in TFG’s 28 October 2012 acquisition of Polygon Management L.P., also continues to rely on TFG Asset Management for certain services to support its activities. TFG Asset Management employs a cost allocation and recovery methodology from Polygon Private Investment Partners LP that is the same as the cost allocation and recovery methodology applied to TFM.

Cost Recovery by TFG Asset Management for Services Provided to TFG’s Investment Manager

TFG Asset Management, through its Polygon subsidiaries, has implemented a cost-allocation methodology with the objective of allocating service-related costs, including to TFM, in a consistent, fair, transparent and commercially-based manner.(i)

TFG Asset Management then charges fees to TFM for the services allocated to TFM on a cost-recovery basis that is designed to achieve full recovery of the allocated costs.

Most of the costs related to these services are directly or indirectly attributable to personnel or “human capital”, with compensation typically being the largest single cost.(ii)

Consequently, one of the most critical cost allocations is related to professionals’ time, which is commonly expressed as Full Time Equivalents or “FTEs”. On a monthly basis, each TFG Asset Management employee, directly or via their team head, provides a breakdown of the approximate percentage of time spent supporting the various businesses for the previous month (this excludes certain functions such as office management and technology that are charged to business users on a standard basis (e.g., space used or global headcount) which removes any need on the part of those teams to allocate their FTEs to business lines). TFG Asset Management employees should not be incentivized to either over or under allocate to any business as their time allocation is not a consideration in the determination of their overall compensation. Once allocated percentages are determined and agreed, a FTE is derived. Personnel costs (excluding bonuses) of each function are calculated using a standard costing methodology, which includes a standard add-on for employment taxes and standard employee benefits. Bonuses are charged to each business line (including TFM) based on the FTE allocation described above.

In addition to FTE costs, there are a number of other costs that reflect the use of resources by TFG Asset Management personnel on behalf of TFM (in addition to the other TFG Asset Management businesses), including real property costs, technology, travel and entertainment and market data. A standard cost methodology is used to allocate these costs across the various business lines that are supported, including TFM. The setting of standard costs is designed to reflect what those costs would be on an arm’s-length basis. The methodology is designed to create consistency in order to provide a fair allocation of resource costs to all businesses.

Employee FTE data is collated and is used to process monthly cost allocations. Such allocations are invoiced monthly to users of the TFG Asset Management platform which are not owned by TFG Asset Management, including TFM, or allocated within the TFG Asset Management general ledger for businesses owned by TFG Asset Management.

TFG Asset Management cost allocation methodology is documented and updated annually by TFG Asset Management’s finance team in consultation with its legal and compliance teams and is approved each year by TFG Asset Management’s executive committee.

The methodology used to allocate costs forms part of the preparation of the financial statements of TFG and the TFG Master Fund and is therefore within the terms of reference of TFG’s Audit Committee. TFG’s auditors, reporting directly to TFG’s Audit Committee, are currently employed under an agreed upon procedures assignment to periodically test that the costs allocated to (and therefore recovered from) TFM have been properly calculated in accordance with the approved cost-allocation methodology. TFG’s Independent Directors, who are specifically mandated to approve, among other things, related-party transactions, are required to approve the methodology for allocating costs and in their sole discretion the application of that methodology as part of their oversight processes. As such, the annual cost allocation methodology update and the actual annual cost allocations that result based on these cost methodology policies and procedures are separately approved by the Independent Directors.

For additional information, please see TFG’s Financial Statements.

(i) This cost allocation methodology also applies to the other TFG Asset Management businesses to which the Polygon entities provide services.

(ii) Employee compensation also includes TFG Asset Management’s Long-Term Incentive Programme (LTIP) and its other equity-based awards which are intended to give certain senior-level employees of TFG Asset Management long-term exposure to TFG stock. The costs of the LTIP and other existing equity-based incentive compensation awards include the principal and interest payable on a loan from the TFG Master Fund to TFG Asset Management in an initial principal amount equal to the purchase price of the TFG shares to be held to hedge against grants under such incentive programmes.

The information contained in this webpage supersedes any previous disclosure by TFG or the Master Fund with respect to such information.

Contact Us

For further information on TFG please contact our IR team:

+44 20 7901 8328