Paddy Dear - CEO Paul Gannon - CFO Steve Prince - Head of North America

Good afternoon. Thank you for joining Tetragon's 2017 Annual Report Investor Call. You are all in listen-only mode. The call will be accompanied by a live presentation, which can be viewed online by registering at the link provided in the Company's conference call press release. This press release can be found on the homepage of the Company's website, www.tetragoninv.com. In addition, questions can be submitted online while watching the presentation. As a reminder, this call is being recorded. I will now turn you over to Paddy Dear to commence the presentation.

Thank you very much. As one of the Principals and Founders of the Investment Manager of Tetragon Financial Group Limited, I'd like to welcome you to our Investor Call, where we're going to focus on the Company's 2017 results. Paul Gannon, our CFO will review the Company's financial performance for the full year; Steve Prince and I will talk through some of the detail on the portfolio and performance and Steve will spend some time discussing the outlook. As usual we will conclude with questions both taken electronically via our web-based system as well as those received since last update. The PDF of the slide are now available to download on our website and if you are on the webcast directly from the webcast portal. I'd like to remind everyone that the following may contain forward-looking comments including statements regarding the intensions, beliefs or current expectations concerning performance and financial condition on the products and markets in which Tetragon invests. And our performance may change materially, as a result of various possible events or factors. So, with that over to Paul.

Thanks Paddy. I am going to provide some high-level comments on some of the key metrics that we continue to focus on. Steve and Paddy will then discuss some of the underlying dynamics for each of the business lines. Tetragon continues to focus on three overarching main metrics. Firstly we look at how value is being accumulated in the Company via a NAV per share total return. Secondly, we also at investment returns, measured as the return on equity. And finally, we monitor how value is being returned to shareholders through distributions mainly in the form of dividends. So, the fully diluted NAV per share was $21.8 at the end of 2017. After adjusting for dividends reinvested at the NAV, the NAV per share total return for the year was 9%, which is up from last year at 8.5%. Since the IPO in 2007, the cumulative NAV per share total return for Tetragon is now 215%. For monitoring investment returns, we continue to use an ROE calculation, and for the full year 2017, this has been 8.9% which is net of old fees and expenses. In terms of the earnings per share, this $1.90 up from $1.37 last year whilst the underlying ROE in 2017 is slightly below Tetragon's long-term target range which is 10% to 15%. The average ROE achieved since IPO in fact remains a healthy 12.4%. Later in the call, we will give more as to how specific asset classes contributed to the return this year. Finally moving onto the last key metrics, Tetragon declared a dividend of $0.1775 for the fourth quarter which on a rolling 12 months basis represents a payout of $0.70. This is in line with progressive dividend policy, which targets the payout ratio of 30% to 50% of normalized earnings. And based on yesterday's share price of $13.16, this represents the year would have approximately 5.3%. So, now onto what we call the NAV bridge, this breaks down into its component parts, the growth in Tetragon is free diluted net per share which was $20.01 at the end of 2016 and increase to $21.08 at the end of 2017. Firstly, investment income contributed $2.48 per share and Steve will give you more color on this later in the call. Operating expenses and management fee reduced NAV per share by $0.70 with the further $0.03 per share reduction due to interest expense. On the capital side, gross dividends reduced NAV per share by $0.70. And finally, there was there was a net positive contribution of $0.02 per share from share buybacks less what is labeled as other share dilution. This bucket primarily reflects the impacted dilution from stock dividend, stock addition recognition of equity-based compensation shares. That completes the summary of key metrics and I'm now going to hand back to Paddy.

Thank you, Paul. Before we go into more detail on the 2017 numbers, which will put the annual return into the context of the longer term, Tetragon began trading in 2005 and became a public company in April 2007. Since that IPO, the NAV per share has more than tripled on a return basis. The original $1 billion of IPO has grown to about $2 billion of NAV and an addition approximately $1.2 billion have been return to shareholders by dividends and share buyback. This chart shows the NAV per share total return which is the thick line at the total, and the share price total return which is the dash line. Chart also shows or includes the equity indices for MSCI ACWI and FT All Share and the Tetragon hurdle rate of LIBOR plus 2.65. This number may seem a little culler but the hurdle was originally 8%, which was LIBOR plus 2.65 at the time and the hurdle was adjusted to being LIBOR dependent, so to make a performance fees proportionately outperformance independent of movements of LIBOR. This next slide again is in a format that many of you will recognize both in previous calls and indeed in our annual report. The NAV per share total return of $0.90 over one year as Paul had explained and it's 37% total return over three years, 72% over five years and compounding annual returns from this IPO is 11.3%. The ROE or investment return target is 10% to 15% around the next to investors over the cycle, and as we've said this is somewhat interest rate dependent, and now the expanding will be lower in low LIBOR environment, and as it's through that lands that we see the 8.9% return of last year. The annualized average ROE since IPO is 4.4%. On share price, we are pleased to see rise of 16% over the year in total written term and also has been a reduction in the discount of that a trend that we hope to continue. And lastly, I would point out the 27% of Tetragon's public shares driven by principle with the manager and TSE asset management employee. We believe this is very important which demonstrates the strong alignment of interest between the manager, TSE asset management employees and Tetragon shareholders. Moving onto the net asset composition at year end, these colors there show the breakdown of our asset classes and strategies at the year-end 2017 on the right and compare with year-end 2016 on the left. The description outside each disc refer to be asset class of strategy and the color with legend below refer to the structure of investment vehicle for which Tetragon could made those investments. I think the main thing to note from these discs is a little change to asset allocation over the year and that is to be expected, given our predominantly long duration asset. Notwithstanding that I would note that exposed to bank loans through CLO has come down slightly over the year, continuing a trend over the several years and it's important to note that we expect that reduction to stabilize, and indeed we would expect small increase over 2018 all other things being equal. Second thing I would note that the TFG asset management has grow due to strong performance, but actually also release a lot of cash that the percentage of NAV remains relatively constant year-over-year. Lastly, I would highlight that our segment that was previously other equities and credit have been further sub dividend into private equity and of the equity in credit. The private equity bucket is where Tetragon has investments in private equity funds or current investment as LP or indeed as direct investor in private companies themselves. And just given a little more color on that, think of it in a perspective with reference to our investment strategy, we're always looking to asset classes and/or strategies that has alpha, and we do believe that in some private equity sectors they do exhibit this. The second tenant is that we always want to work with super smart best-in-class asset managers, so we’re looking for those. The third piece is how we structure our investments. And lastly, if it makes sense, if it's appropriate we like to build an asset management business but that is the way to think about private equity investing. And our comparative is on LP with good exposure to hopefully extra co-investment opportunities for us as well. Moving onto be high level of the net asset breakdown summary. The NAV bridge was a high level overview of the NAV a share. What this table does, is break that down in the composition of Tetragon's now year on year. And the fact that's contributing to the changes in NAV broken down by asset class. The table shows investment performance plus capital flows and those time back to change in NAV. And as you can see from the bottom role of the table investment performance or label gainer and losses generated 242 million of gross returns and the all asset classes were positive. But now I'd like to do is move down to little more detail on each of those asset classes and let's start with bank slide. Tetragon continues to invest in CLO by taking majority positions in the equity classes. The CLO portfolio made up of 22 direct transactions that were still outstanding at the end of the year and two investments in the pool of the CLO investment vehicles managed by the TCIP that’s to say TCI2 and TCI3, was a steady performer during 2017. The year characterized by low credit losses on the underlying loan portfolio and spread tightening, but both loan and the CLO debt tranches. Tetragon's 12-month trailing loan default rate for its directly held CLO investment was 1.8% at the end of the year. Now that compares to the broader U.S. market’s default rate of about 2.1% and that in itself remains below the recent historical average which is 2.7% since the end of 2007. Asset spreads for Tetragon's direct CLO portfolio ended the year at 313 basis points over LIBOR. So with loan assets and CLO liability spread falling during the year, Tetragon exercised optional redemption and refinancing rights from certain CLO transactions in order to monetize higher loan prices or, in some cases to decrease the CLO debt costs of our investments that were still in their reinvestment period. Tetragon also made new U.S. CLO investments both via the TCIP platform and directly. And we continue to view the CLOs are an attractive tool to gain long-term exposure to bank loan asset class. Furthermore, we believe to take majority equity provisions may allow Tetragon to enhance its returns by controlling optional redemptions, refinancings, indenture amendments and other CLO structural features. So moving on, Tetragon invests in event-driven equities, distressed opportunities, convertible bonds and quantitative strategies all through hedge funds, and these are shown on the table in front of you. As you can see at the end of 2017, four of these five investments are through Polygon-managed hedge funds, which is part of TFG Asset Management, and the fifth being through QT, which is an external manager. Tetragon had positive returns from all of these hedge fund holdings in 2017 as you can see from the table. In 2018, Tetragon has been reducing its investments in the Polygon Distressed Fund and Steve will tell you a little bit more about that when he covers TFG Asset Management. The next section is real estate, and Tetragon holds most of its investments in real estate through GreenOak-managed funds and the co-investment vehicles, GreenOak being part of TFG Asset Management. And a majority of these GreenOak funds, private equity style funds, concentrating on opportunistic investments targeting middle-market opportunities in the U.S., Europe and Asia, where GreenOak believes it can increase value and produce positive unlevered returns by sourcing off market opportunities where it sees pricing discounts and market inefficiencies. You can see from the table a broad exposure with investments across the different regions. Tetragon also has investments in commercial farmland in Paraguay, and these farms were bought during 2015 and 2016. I will now hand over to Steve to continue.

Thanks, Paddy. TFG Asset Management is one of the Company’s largest investments and comprises a diverse portfolio of alternative asset managers. In 2017 TFG Asset Management produced a 104.4 million of gains. There were two main drivers. Equitix increased in value by $54.2 million, reflecting strong performance of the business. Fund IV hit its hard cap and raised GBP 758 million. In the third quarter, Equitix refinanced its external debt which resulted in 87.4 million being distributed to Tetragon. Additionally market multiples used to value this business increased during the year. LCM recorded a nearly $40 gain, driven by LCM’s continue dealership combined with a positive move in average market multiples. In addition, there was a positive valuation impact from the reduced federal tax rate in the United States, which became effective on January 1, 2018. Other gains and losses within TFG Asset Management were nominal. However, we do want to point out the 6.2 million in gain in TCIP, the general partner of TCI II and TCI III. As this business goes from being a nascent start-up to a business with over 600 million in capital, we were beginning to see our efforts reflected in the valuation. TCI III closed on 255 million in December and we will continue fund raising for that vehicle throughout the year. Towards the end of 2017, TFG Asset Management elected to close the Polygon Distressed Opportunities Fund. Although the fund’s returns from inception were positive and attractive on a relative basis to its peers, we determined that Tetragon’s expected returns as an investor in the fund. And most importantly as an owner of its investment manager in light of other current uses of its capital did not support continuing the investment in the fund and maintaining the management as part of the TFG Asset Management platform. At the end of 2017, TFG Asset Management managed over 23 billion of client capital, which compares to 20 billion at the end of 2016. EBITDA was somewhat flat with last year, but TFG Asset Management continued to produce management fee growth year-on-year. As well, there are still a number of TFG Asset Management businesses that are in their J Curve. As they continue to deliver investment performance and we are able to raise AUM that should flow through in profitability. Finally, I will be taking on the role of sole head of TFG Asset Management, while Paddy will be directly just focused on matters relating to Tetragon’s investment manager. Turning to the next slide, private equity. At the end of 2017, we’ve decided to separate the Company’s private equity investments into a new asset class. Previously, these investments were part of our other equities line item. Within this category, we also have two sub-categories direct and funds. Investments in direct private equity states generated net income of 16.8 million during the quarter. Currently this category comprises two investments in growth companies in North America. One of these investments were partially monetize during the year. The reinvestments within the second sub-category funds. One of these investments was into Hawke’s Point, where they need an investment into an early stage gold miner. The other two investments are with two external private equity firms both focused on the technology sector. On the next slide, other equities and credit and cash, we wrote about in our annual report, our direct balance sheet investments in the other equities in credit category produce solid gains during the year. Tetragon’s investments through externally managed vehicles and through managers within TFG Asset Management often provide the investment manager with either discrete investment opportunities or unique investment insights. At times, we see to monetize these ideas and opportunities through our direct balance sheet investments. In 2017, we profited from several distressed credit positions, as well as a number of listed equities investments. At the end of the year, Tetragon net cash balance was less than 360 million. Prospective cash commitments are to GreenOak of 129 million; TTI III, 65 million; and Hawke's Point of 87.2 million, we also two private equity commitments of 8.6 million. Lastly, I am going to discuss the final slide, future investment expectations. I will go through a few of our expectations but it’s always worth pointing out that one of our advantages is our ability to be opportunistic as it relates to investing in what we see as the most compelling investment opportunities. Within CLO, CLO 1.0s i.e. our pre-crisis CLOs will continue amortize, but we expect to continue to invest in CLOs via TTI III at the rate of approximately 50 million to a 100 million per year. Within our hedge fund investments, even equities, distressed and converts, we’re likely to add to our even equity and convert exposure during the first half of the year. As we wrote about in the annual and just discussed, we will be redeeming from company’s distressed hedge fund. That said, should distressed opportunities increase, we maintain the capability to create distressed exposure for the Company. In real estate, we’ve made commitments to GreenOak funds and we expect to be drawn on 25 million to 100 million of capital over the next 12 months. As always the timings of capital returns are less certain. In terms of TFG Asset Management, we have no new businesses to report. Notwithstanding that, this remains the largest unknown in terms of cash requirement. Within private equity, we have no imminent allocations we expect that to grow overtime. Additionally, we have continued commitments to Hawke's Point. In other equities and credit, as well we have no imminent allocations so we do expect it to overtime, however the timing is uncertain. And in terms of new assets classes, there are no imminent allocations expected. In terms of our revolving credit facility, we have $150 million facility in place, of which 38 million has been drawn. I will now turn it over to Paddy and the rest of the group to move on to questions. A - Paddy Dear: Thanks, a caller's to questions. So let’s get struck in right away that there have been two market events recently that had led to a few questions. Apologies, if I don't read them all out, but the first of those market events is specific to the UK, with the demise of Carillion; and the second is the U.S. ruling on risk retention. So maybe if I tackle one of those first, and I got to use the generic question or specific question but generically asked the questions on Carillion. It reads as follows/ Bearing in mind Carillion is going into liquidation and constant downgrading from infrastructure trusts such as HICL Infrastructure, whose net asset value was trimmed by analysts/ I wondered if there's any comment regarding equity given the half-dozen ventures with Carillion as partner or contractor? Furthermore, it’s implication for Equitix’s value given it is over 7% NAV and what other exposure Tetragon has by a way of holding in Equitix funds? I would say the question directly identifies two areas of potential concern. The first of those is Carillion is providing a circuit to an Equitix fund owned asset. And the second is where Carillion is a co-contractor always a contractor on equity development program. In the later space by where there has been a contractor, all exposure to be taken on by other members of the contracting consortium for that has not been an issue. In the former, i.e. where Carillion has been a service provider, Equitix exposed the Carillion profits to talented firms as well as the limited with approximately 4% exposed to both situations where Carillion is a service provider. And Equitix is in direct discussions with PWC acting at Carillion's liquidator and is running in orderly focused to replace them and make capacity as service provider. But to given there more the majority of those projects is service has been limited to the heart of facilities management and reactive maintenance which is generally less critical than the provisional soft facilities management services which are things like cleaning, fostering and catering. The replacement of Carillion across the Equitix assets is expected to be complete in the next few weeks, and importantly the liquidation of Carillion has not resulted into force on the any collateral result or under any creditor or confession agreement. While it is a fad and not good to be infrastructure industry when a large construction companies remove from the market as you can see from that limited effect on Equitix. The second market events as I've said is the U.S. court ruling on risk retention rules, and I would read out a couple of questions. First one is U.S. courts have ruled the CLO managers do not have to comply with risk retention rules. How does this impact the investment strategy of TCI II? And the other read, please comment on expected impact to removal of the risk retention rules on the broader CLO market? And TFG specifically and in particular the impacts on TCIP given its business model dedicated on the existence risk retention rules, but also got the LCM. And so I think to be clear and so those who are and CLO specialist worth measuring this earlier this month a U.S. appellant court issued a decision that may result in the U.S. risk retention requirements, no longer applying to collateral manager of CLOs. And although this decision may have the major impact from a regulatory framework to CLO managers in the U.S., we actually do not expect it to mature low effect of CLO equity business and that includes our TCIP strategy, which has since inception being based on investing the majority stakes in primarily CLO equity. So you may ask why is that, well I think the key point is that over the years we feel that we've demonstrated the value in owning majority or control positions in CLO equity. We've been able to refinance into planning liabilities would be on the core DLO sales early and I was saying earlier plenty of opportunity we are having the control in equity has allowed us to operate in times of good or bad for the benefit of returns for the equity invested. And we believe that is a core of the TCIP business and the CLO managers as they are partnered with and its investor will continue to see the benefits of this approach regardless of the core position. Now, the question just why we're on CLOs, and that is given the asymmetric perspective return profile of the county by very type CLO liabilities, do you anticipate materially increasing your exposure to CLO equity over the short to medium term? And I suppose the simple answer is yes, we believe CLO arbitrage returns are attractive, and yes, we like initiating CLOs with tight liabilities. And yes, as we’ve said early in the presentation. We do expect our CLO allocation to rise this year. However, rather than leave it there, I just would add a quick word of caution because I think it can be dangerous to oversimplify CLO structures and their associated arbitrage. So yes, whilst liability spreads have, indeed, narrowed significantly, which is obviously potentially good news, also, so has asset spreads. And yes, locking in low liability does provide optimality, and we do like that. So as asset spreads widen, we also have to ensure that our managers continue to perform well as we have in the past, but they need to manage against other metrics and, in particular default and recovery rates. So I just want to add that piece of caution. Next is on GreenOak. It reads over what time period do you expect the GreenOak commitment to be drawn? Well, difficult to answer that, but Steve showed in his last slide, we are forecasting between $25 million to $100 million to be grown over the next 12 months. I would like to be specific and a quarter very wide spread, a very difficult to predict both GreenOak’s investment requirements and thus when our drawdown is likely to occur, so we know what we’ve committed are very difficult to be any more accurate than that. One for Paul here on Equitix, how much debt does Equitix have outstanding following the refinancing?

Yes. So, Equitix has a £105 million external debt, and that matures in 2015.

One just asking for a little more color on the distressed fund. So when do you expect to receive your investment back in the Polygon Distressed Fund that you’re closing? Steve, do you just want to add a little bit more on that?

Yes. So, actually as of today, we and all investors in the fund have received 40% of our investment back this month.

Okay, so back on CLOs, it appears that you’re diversifying away from CLO exposure into more traditional alternative assets like convertible bonds and real estate. Why do you believe with the high LIBOR will be a benefit to you? Okay. That’s very good question. But I think everyone understand that with CLO, LIBOR is a flow through and therefore, when one look at returns in CLOs exactly once you looking at a LIBOR plus return, and therefore all other things be equal when LIBOR rises, notwithstanding the issue about LIBOR floors and the like, but generally speaking, when LIBOR rises, that is a flow through the equity. And so the question is really focusing on what if that 100% of the portfolio then it’s very easy to see why LIBOR is the driver of returns when it becomes say 20% to 25% slightly less about. I think the way, we think of it is, well with CLOs, it is, I’ve just explained, a relatively explicit flow-through, we think which most of the thing that we invest in, it is perhaps the more implicit flow-through. And so to give a little bit of color on that when one’s investing in debt across the board in terms of credit instrument, obviously most of them, unless you’re talking very distressed portfolios, most of them are priced off spreads over LIBOR. And therefore, LIBOR does tend to be a flow-through where it'd be a credit or convertibles or, indeed, many distressed assets. Similarly events driven or M&A transactions many of them are all price cost of capital within short-term obviously it’s a LIBOR driven entity. And lastly, I suppose ourselves and many others will look at risk-free returns when they’re pricing anything. And although LIBOR and risk-free are not the same thing they are, they do tend to be highly correlated. And it’s for those reasons that we think, in general, the portfolio will have a, all other things being equal, a high-return and high-LIBOR environment. And whilst we’re still on CLOs, can you explain why you’ve been reducing CLOs in recent years and why you’re planning to increase in 2018? I think the first thing to understand, we had reduce from maybe 90% exposed to CLOs back in 2007, 2008 and so that was always intended to diversify the portfolio not the path that the company has been on for the last 7 or 8 years. As we said on previous calls getting down about 20% exposure would, in the current environment, we thought, was about right. Having grown TCIP as an investment vehicle, which has a private equity style investing format to it, we may commitments to it but don’t necessarily get drawn down immediately. So the exposure which we’re showing investors is on a drawn amount, not our committed amount. And therefore, on the assumption of the capital, even the capital that we have just committed to date, gets strong, we would expect our exposure to CLOs to increase and that is why we expect that that to happen during 2018. Next one is on cash. The cash holding of Tetragon reduced significantly over 2017 and even further in January 2018. Has your attitude towards buyback changed over the last year also? Well, I think the answer to question is. I ask you to share buyback, has not changed toward over the last year or so as long-term holders of the company are aware. We always look at share buyback as an investment decision and compare and contract it to other opportunity that we’re seeing gin the market. We have been very active buying back shares. It’s now over $600 million that have been spent home buying back shares since inception. But the simple answer the question is no, we haven’t changed our attitude towards share buyback. Next question is which LIBOR is the hurdle reference? And I’m pretty sure, but I will be corrected if I’m wrong, that it’s three months U.S. LIBOR. Next one I got here, the group has hinted that it’s looking to probably separately list the asset management business, when they have achieve critical mass. And that could be the catalyst for a narrowing of the discount. When do you hope to do this and will this to be catalyst for the narrowing of the discount and increase the share price? And I think I’m going to pass that to Steve to answer.

So, there is really three things we consider as we potentially march down the path of listing the business. The first is significantly increasing the size of the existing businesses that we have. We believe that if you look at the businesses we have whether it’s LCM or Equitix or TCIP there is still a lot of organic growth that we can deliver amongst those businesses. Secondly, we are executing I guess the plan to diversify the portfolio of businesses we have in TSE asset management but as value investors we also have to and take into account finding the best possible businesses for acquisition and then lastly we certainly will take into account market notables and the best way of generating value for our shareholders in terms of a listing and as we all know the market may or may not give us the multiples we want at any given time.

And the couple of questions here on future returns, will the compression rate of CLO rates and generally elevated valuations in the wider market impact on your $0.10 to $0.15 return expectations? There is another one, how much of the challenge the assets spread at compression? Another one same, in three of your last four years your ROE is below your $0.10 to $0.15 target. Is this either A trend or B are you doing a bump a year? So I suppose I think it's lump both together in the sense of all about future return and it went some of the greater price to anyone listening that I'm not going to make any forecast about future return. But what I will say as firstly in terms of the trend and LIBOR has been closer to for a few years now and I spoke about why we think that is an impact or an effect, which will over the cycle having effect. And the second is just the point you to each of the asset classes that we're involved in the vast majority of the returns we are trying to capture at alpha rather than beta and yes we do acceptance as someone pointing out here that the generally elevated valuations in wider market we are cognizant in terms of that when we likely keep a large cash balance and want to continue to be opportunistic towards the B dislocations in the market which I experience the role with our some point. So I certainly don’t want to say more than that in terms of future expectation. And as one here about how should one think about the difference between LCM and TCIP of businesses. The fee structures margins were etcetera is one more intricately valuable when the other so dollar of LCM asset under management work more in the dollar of TCIP asset under management. And so let me go to Steve again for that one.

So both TCIP and LCM have long duration capital and as such are both very-very good businesses. LCM is certainly a more mature business TCIP is newer but as this year's result have shown as we grow TCIP that should ultimately get reflected in our now.

And the last one I've got here is why do you think the discounts now it remains so highest 35% four years we've said that many times traded discounts but no other public company trades with this kind of discounts so long. And I want to comment on the fact of the question, but I think important point obviously is towards Tetragon and that discount in NAV, and as we've take discounts that on these calls and other parts there is an enormous amount to the Company is doing in terms of getting wider and broader and deeper recognition of what the Company is, how it operates. And this has been done in terms of getting a broader research product both in the broker community and with Edison, going on multiple road shows to educate potential investors what we do moving to having a London trading value for the business more recently looking towards getting a sterling quote for the business. And so all of those are sort of a pathway, and one of the things we look at is that over the last couple of years that discount has actually narrowed from about 50% to that 35% and that is highly correlated to the period that we’ve been doing all those things that I’ve just discussed. And I think lastly, we’re pointing out with the $2 billion business in terms of NAV. It does take a long time to change the shareholder register in that sense and we think we’re on a path to doing that. And that covers all the questions. So I’m going to leave it there, but many thanks to everyone for joining us.