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.

Notes

  • (i)TFG seeks to deliver 10-15% Fair Value RoE per annum to shareholders. TFG’s returns will most likely fluctuate with LIBOR. LIBOR directly flows through some of TFG’s investments and, as it can be seen as the risk-free short-term rate, it should affect all of TFG’s investments. In high-LIBOR environments, TFG should achieve higher sustainable returns; in low- LIBOR environments, TFG should achieve lower sustainable returns.
  • (ii)RoE is calculated from TFG’s IPO in 2007.  2015 RoE includes a fair value adjustment for certain TFG Asset Management businesses, the value of which has accumulated over several years.  Consequently the full year return of 14.5% is not prepared on a like for like basis with prior years.  Like for like performance for 2015 was 8.2%.  Please see Appendix III and Appendix IV of the Q3 2016 Report for a definition of Fair Value RoE and Appendix IV for other details.
  • (iii)Annualised total shareholder return to 30 September 2016, defined as share price appreciation including dividends reinvested, for the last year, the last three years, the last five years, and since TFG’s initial public offering in April 2007, and annualised Fair Value NAV Per Share Total Return (“NAV Total Return”) to 30 September 2016, for the last year, the last three years, the last five years, and since TFG’s initial public offering in April 2007 as sourced from Bloomberg.  NAV Total Return is determined in accordance with the “NAV total return performance” calculation as set forth on the Association of Investment Companies (“AIC”) website.  TFG’s NAV Total Return is determined for any period by calculating, as a percentage return on the Fully Diluted Fair Value NAV per Share (“NAV Per Share”) at the start of such period, (i) the change in NAV Per Share over such period, plus (ii) the aggregate amount of any dividends per share paid during such period, with any dividend deemed reinvested at the NAV Per Share at the month end date closest to the applicable ex-dividend date (i.e., so that the amount of any dividend is increased or decreased by the same percentage increase or decrease in NAV Per Share from such ex-dividend date through to the end of the applicable period).
  • (iv)Fair Value EPS divided by Dividends per Share at 30 September 2016.
  • (v) As an "investment company" under U.S. GAAP, the vast majority of TFG’s investments are held at fair value, while certain TFG Asset Management businesses are consolidated if they are deemed to be “service providers” to TFG.  For the quarter ending 30 September 2015, TFG began reporting its key performance metrics on a fair value basis that adjusts U.S. GAAP metrics to include the fair value of the TFG Asset Management businesses that are currently consolidated under U.S. GAAP.  The fair values used are as determined by TFG’s Audit Committee based on information provided by an independent valuation specialist, prepared in accordance with ASC 820.  The consistent use of fair value across all investments is referred to in this report as “Fair Value”.  Fair Value Key Metrics such as Fair Value NAV Per Share Total Return, Fair Value RoE and Fair Value NAV are calculated in a way that reflects the incentive fees that would otherwise have arisen if these Fair Values were actually reflected in the U.S. GAAP investment company accounting for TFG’s financial statements and used as the basis for the calculation of fees.  Please refer to Appendices III and IV for further details.  During the third quarter of 2016, TFG determined, in consultation with its auditors and non-audit accounting advisors, that, based on the relative growth of its investments in TFG Asset Management businesses, TFG may be unable to continue satisfying the requirements for "investment company" reporting under U.S. GAAP for future reporting periods (including, potentially, with respect to the current reporting year) which would result in significantly more investments being consolidated under U.S. GAAP and, over time, a greater disparity between the U.S. GAAP and Fair Value performance metrics.  However, TFG has further determined, in consultation with its auditors and non-audit accounting advisors, that TFG would satisfy the requirements for "investment entity" reporting under the International Financial Reporting Standards ("IFRS"), a change to which would result in all, or substantially all, of TFG's investments being held at fair value, such that the disparity between IFRS and Fair Value performance metrics would be significantly less than the expected disparity between U.S. GAAP and Fair Value performance metrics for future periods.  As such, TFG is actively considering a potential change in its accounting principles from U.S. GAAP to IFRS, with any such change being initially reflected in our annual report for 2016 and requiring the restatement of certain reports for prior periods to IFRS.  Any change in accounting principles could result in differences in the presentation and basis of reporting between TFG's reporting for future periods under IFRS and its reporting for prior periods under U.S. GAAP, limiting the comparability of reports for these periods, and may also result in the accrual and payment of the incentive fees described above that are included in the calculations of the Fair Value Key Metrics, but have not yet arisen under the current U.S. GAAP investment company accounting for TFG's financial statements.  TFG's assessment of this potential change in accounting principles is ongoing and there can be no assurance as to what, if any, change will ultimately be made.
  • (vi)NAV Per Share based on TFG’s financial statements as of 30 September 2016.  Please note that the reported NAV Per Share excludes any shares held in treasury or in a subsidiary as of that date, but includes shares held in escrow which are expected to be released and incorporated into the U.S. GAAP NAV per Share over a five-year period and the number of shares corresponding to the applicable intrinsic value of the options issued to the Investment Manager at the time of the Company’s IPO.  Please see Figure 22 for more details.
  • (vii)Partner & Employee shareholdings at 30 September 2016, including all deferred compensation arrangements. Please refer to the 2015 Audited Tetragon Financial Group Master Fund Limited financial statements for more details of these arrangements.

Contact Us

For further information on TFG please contact our IR team:

+44 20 7901 8328