11 January 2022
Third Point
Investors Limited (LSE: TPOU) Announces
2022 Exchange
Facility
Latest iteration
of Exchange Facility enabling conversion of TPIL shares into shares
of Third Point's flagship Cayman Fund at 2% discount to NAV will
open on 14 January 2022
Following shareholder approval at the extraordinary general
meeting on 1 December 2021, the Board
of the London-listed,
multi-strategy investment company Third Point Investors Limited
("TPIL" or the "Company") is pleased to announce that
it will launch the next iteration of an innovative exchange
facility in Q1 2022. Eligible Shareholders (as defined below) will
be invited to submit applications to participate in the Exchange
Facility between 14 January 2022 and
15 March 2022.
Developed in partnership with the Company's investment manager,
Third Point LLC ("Third Point"), the Exchange Facility is
intended to complement the previously announced structural
enhancements to attract new buyers to the Company, narrow the
discount to net asset value ("NAV"), and create value for
all TPIL shareholders.
A summary of the 2022 Exchange Facility is as follows:
- All Eligible Shareholders will have the opportunity to convert
ordinary shares of Third Point Investors Limited (“TPIL
Shares”) into shares of Third Point’s flagship Cayman Fund,
Third Point Offshore Fund, Ltd. (the "Master Fund")
(“Master Fund Shares”) at a 2% discount to the NAV per TPIL
Share.
- In order to align with the minimum subscription request amount
for the Master Fund, the minimum aggregate value of TPIL Shares
which any one shareholder may tender for exchange will be
US$10 million, based on the estimated
NAV per TPIL Share as at 31 December
2021 of US$32.44. However, the
Board may, in its absolute discretion: (a) waive such minimum
amount in relation to any particular exchanging shareholder; or (b)
aggregate applications from investment vehicles managed by the same
investment manager for the purposes of determining whether such
minimum amount has been met.
- Exchange requests will be subject to proration at the Board's
absolute discretion if they are received in respect of TPIL Shares
worth in aggregate more than US$75
million based on the estimated NAV per TPIL Share as at
31 December 2021 of US$32.44 (the "Maximum Amount").
Eligible Shareholders
- Only Eligible Shareholders will be able to exchange TPIL Shares
for Master Fund Shares pursuant to the Exchange Facility.
"Eligible Shareholders" are shareholders:
- if in the United Kingdom, (i)
who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), (ii) who fall within Article 49(2)(a) to (d) of
the Order; and (iii) to whom Master Fund Shares may otherwise
lawfully be marketed;
- if in any other jurisdiction, to whom the Master Fund Shares
may lawfully be marketed;
- who are eligible to hold Master Fund Shares directly pursuant
to an offering and sale exempt from registration under the U.S.
Securities Act of 1933 (or otherwise as determined by the Master
Fund) and all other applicable laws and regulations;
- who are not U.S. persons in transactions conducted as "offshore
transactions" for the purposes of U.S. Regulation S, save for
limited exceptions determined by Third Point in the case of U.S.
shareholders with whom Third Point has a relationship and who Third
Point has determined to be highly experienced and sophisticated in
investment matters;
- who satisfy all other eligibility and suitability requirements
for investing in the Master Fund Shares, including in connection
with all applicable regulations relating to anti-money laundering;
or
- who are not “related parties” of the Company for the purpose of
the UK Listing Rules (including the Directors, Third Point and its
group, Daniel S. Loeb and any
"substantial shareholders" as defined in the UK Listing
Rules).
- Each Eligible Shareholder interested in utilising the Exchange
Facility will be required to provide such certifications and
verification materials as the Master Fund and TPIL may in their
absolute discretion determine necessary to establish the status of
such shareholder as an Eligible Shareholder.
Expected timetable
- Exchange requests can be submitted as described below from
14 January 2022 and must be received
by no later than 5pm (Guernsey time)
on 15 March 2022 (such time also
being the record date for the purposes of eligibility under the
Exchange Facility). The Company will announce the outcome of the
Exchange Facility and notify participating Eligible Shareholders of
their entitlements to Master Fund Shares as soon as practicable
thereafter.
- It is expected that the TPIL Shares tendered for exchange will
be redeemed in return for the distribution of Master Fund Shares in
connection with the Exchange Facility effective 1 April 2022. Final delivery of shares will occur
on or around the third week of April
2022, following publication of the NAV per Master Fund Share
as at 31 March 2022.
Summary of the terms of the Exchange
Facility
- Exchanges of TPIL Shares for Master Fund Shares will be
effected by way of a redemption of the relevant TPIL Shares and an
in-specie distribution of Master Fund Shares by TPIL to the
exchanging shareholder.
- The number of Master Fund Shares a shareholder participating in
the Exchange Facility will receive will be calculated by reference
to a fixed formula. Consequently, a shareholder exchanging TPIL
Shares will receive 98 per cent. of the number of Master Fund
Shares held by TPIL that are attributable to the TPIL Shares being
exchanged (with adjustments as necessary to account for leverage,
accrued liabilities, cash or other assets held by TPIL). This will
effectively result in exchanging shareholders receiving Master Fund
Shares with an aggregate NAV equal to 98 per cent. of the aggregate
NAV of the TPIL Shares being exchanged (calculated by reference to
the NAV per TPIL Share and NAV per Master Fund Share as at
31 March 2022). TPIL's calculation of
the number of Master Fund Shares to be distributed under the
Exchange Facility will be conclusive and binding.
- TPIL currently holds Class Y Shares in the Master Fund. Prior
to distributing Master Fund Shares to shareholders participating in
the exchange, the applicable number of Master Fund Shares held by
TPIL will be converted into Class N or Class O Master Fund Shares,
by way of redemption and simultaneous resubscription. Exchanging
shareholders will therefore receive Class N and O Master Fund
Shares, which are subject to a 1.50% management fee and a 20%
incentive allocation, and may be redeemed quarterly subject to a
25% investor-level gate. Class N and O Master Fund Shares are
substantially similar, except that Class O Shares are limited in
their participation in new issues.
- Each converting shareholder will be required to agree that any
redemption request with respect to the Master Fund may not occur
prior to the calendar quarter end falling on or immediately after
the date immediately preceding the six-month anniversary of the
date that such shares were acquired.
- Implementation of the Exchange Facility is conditional on:
- TPIL satisfying the "shares in public hands" requirement of the
UK Listing Rules immediately following implementation of the
Exchange Facility;
- no shareholder being required to make a mandatory offer
pursuant to Rule 9 of the City Code as a result of the
implementation of the Exchange Facility;
- TPIL not being in breach of any covenant under its credit
facility as a result of the implementation of the Exchange
Facility; and
- TPIL satisfying the solvency test prescribed by The Companies
(Guernsey) Law, 2008 immediately following implementation of the
Exchange Facility.
- Further terms and conditions relating to the operation of the
Exchange Facility, including the process to be followed by Eligible
Shareholders wishing to tender their TPIL Shares for exchange, will
be contained in the Exchange Application Documents, which are
expected to be released prior to the commencement of the exchange
period. The Board of TPIL may make such changes to the operation of
the Exchange Facility as it considers appropriate.
- The tax treatment of any exchange of TPIL Shares pursuant to
the Exchange Facility may vary, perhaps significantly, between
different types of Shareholders and between Shareholders in
different jurisdictions. It will be the responsibility of each
individual Eligible Shareholder to determine the tax implications
for it of participating in the Exchange Facility and investing in
the Master Fund Shares.
Actions to be taken by interested
Eligible Shareholders
- Eligible Shareholders who hold their TPIL Shares in
certificated form (that is, not in CREST) are required to execute
an application form (the "Exchange Application Form") and
subscription agreement (the "Subscription Agreement") to
acquire Master Fund Shares (together the "Exchange Application
Documents"). The Exchange Application Form is available here:
https://thirdpointlimited.com. Certificated shareholders submitting
an Exchange Application Form are also requested to contact Third
Point Investor Relations at IR@thirdpoint.com to request the
private placement memorandum and Subscription Agreement for the
Master Fund.
- Eligible Shareholders who hold their TPIL Shares in
uncertificated form (that is, in CREST) should not complete an
Exchange Application Form, but should send (or, if they have a
CREST sponsor, procure that their CREST sponsor sends) a properly
authenticated TTE Instruction to Euroclear in respect of the TPIL
Shares that they wish to tender for exchange. TPIL Shares for which
a valid TTE Instruction have been submitted will be transferred to
escrow in CREST. It will not, therefore, be possible to access or
otherwise deal in such TPIL Shares and such TPIL Shares will be
held in escrow pending the closing of the Exchange Facility, at
which time TPIL Shares successfully tendered for exchange will be
held in escrow whilst TPIL Shares unsuccessfully tendered will be
returned to the relevant CREST stock account by means of a TFE
Instruction. Uncertificated shareholders sending a TTE Instruction
are also requested to contact Third Point Investor Relations at
IR@thirdpoint.com to request the private placement memorandum and
Subscription Agreement for the Master Fund.
- Each TTE Instruction must contain, in addition to the other
information that is required for the TTE Instruction to settle in
CREST, the following details:
- the number of TPIL Shares to be transferred to an escrow
balance (this must be the maximum number tendered for
exchange);
- your CREST participant ID;
- your CREST member account ID;
- the CREST participant ID of the escrow receiving agent (Link
Group) in its capacity as a CREST receiving agent, this being
RA10;
- the CREST member account ID of the escrow receiving agent (Link
Group), this being 21482TPI;
- the corporate action ISIN which is GG00B1YQ7219;
- the corporate action number for the Exchange Facility, which is
allocated by Euroclear and can be found by viewing the relevant
corporate actions details in CREST;
- the contact name and number for the Eligible Shareholder or its
agent to be inserted in the shared note field;
- the intended settlement date for the transfer to escrow which
should be as soon as practicable and in any event no later
than 5.00 p.m. (Greenwich Mean
Time) and 12.00 p.m. (US Eastern
Standard Time) on 15 March 2022;
and
- input with the standard delivery instruction priority of
80.
- Eligible Shareholders interested in exchanging their TPIL
Shares for Master Fund Shares pursuant to the Exchange Facility may
contact Third Point and, subject to (i) legal and regulatory
considerations, and (ii) the interested shareholder completing a
non-disclosure agreement, subsequently review the private placement
memorandum of the Master Fund. Any decision to acquire Master Fund
Shares pursuant to the Exchange Facility should be taken only on
the basis of the private placement memorandum of the Master
Fund.
- By submitting an Exchange Application Form or a valid TTE
Instruction a shareholder requests the conversion of shares
pursuant to the Exchange Facility and makes the representations,
warranties and undertakings set out below. None of the Board,
the Master Fund or Third Point is under any obligation to accept
any such application nor accepts any liability in respect of any
rejected application.
Representations, Warranties and
Undertakings
Each Shareholder by whom, or on whose behalf, an Exchange
Application Form is executed or a TTE Instruction is submitted
irrevocably undertakes, represents, warrants and agrees to and with
the Company, the Master Fund, Third Point and the receiving agent
(so as to bind him, his personal or legal representatives, heirs,
successors and assigns) that:
- such Shareholder is an Eligible Shareholder (as defined
above);
- the execution of the Exchange Application Form or sending of
the TTE Instruction and, if applicable, submission of valid share
certificate(s) or document(s) shall constitute an irrevocable offer
to exchange the number of TPIL Shares inserted or deemed to be
inserted in Box 1 of the Exchange Application Form or the TPIL
Shares transferred to escrow pursuant to the TTE Instruction (or,
in each case, such lesser number of TPIL Shares as is accepted for
exchange by the Board pursuant to the Exchange Facility) for Master
Fund Shares, in each case on and subject to the terms and
conditions set out and referred to in this announcement, the
Exchange Application Form, the Transfer Agreement (as defined
below) and the Subscription Agreement;
- such Shareholder has full power and authority to redeem, sell,
assign or transfer the TPIL Shares in respect of which such offer
is accepted (together with all rights attaching thereto);
- if such Shareholder is tendering TPIL Shares for exchange, the
execution of the Exchange Application Form and/or the execution of
a TTE Instruction will, subject to operation of the Exchange
Facility becoming unconditional, constitute the irrevocable
appointment of any director or officer of the Master Fund or the
Company, or other person(s) nominated by the Master Fund or the
Company, as such Shareholder's attorney and/or agent ("attorney")
and an irrevocable instruction and authorisation for the attorney
to complete and execute all or any instruments of transfer and/or
the purchase contract and/or other documents at the attorney's
discretion in relation to the TPIL Shares being tendered for
exchange by that Shareholder pursuant to the Exchange Facility and
to do all such other acts and things as may, in the opinion of such
attorney, be necessary or expedient for the purpose of, or in
connection with such Shareholder's participation in the Exchange
Facility;
- if such Shareholder is tendering TPIL Shares for exchange, such
Shareholder agrees to ratify and confirm each and every act or
thing which may be done or effected by such attorney and/or by the
Master Fund and/or the Company or any of their directors in the
proper exercise of their or his or her powers and/or authorities
hereunder;
- if such Shareholder is tendering TPIL Shares for exchange, such
Shareholder shall do all such things and acts as shall be necessary
or expedient and execute any additional documents deemed by the
Company and/or the Master Fund to be desirable to complete the
redemption and exchange of such TPIL Shares for Master Fund Shares
pursuant to the Exchange Facility and/or to perfect any of the
authorities expressly given hereunder, including (1) executing a
transfer agreement in respect of the transfer of Master Fund Shares
from TPIL to the Shareholder (a "Transfer Agreement") and
(2) completing, to the satisfaction of Third Point, a Subscription
Agreement in respect of a subscription for Master Fund Shares;
- if such Shareholder is tendering TPIL Shares for exchange, such
Shareholder has fully observed and complied with any applicable
legal requirements so that the invitation under the Exchange
Facility may be lawfully made to him under the laws of the relevant
jurisdiction;
- that the execution of an Exchange Application Form and/or the
execution of a TTE Instruction constitutes such Shareholder's
submission to the jurisdiction of the courts of England in relation to all matters arising out
of or in connection with the Exchange Facility; and
- the execution of the Exchange Application Form and/or the
execution of a TTE Instruction (as appropriate) constitutes a
warranty by such Shareholder that the information given by or on
behalf of the Shareholder in the Exchange Application Form and/or
in the TTE Instruction will be true in all respects at the relevant
time.
- Ends -
Press Enquiries
Third Point
Elissa Doyle, Chief Communications Officer and Head of ESG
Engagement
edoyle@thirdpoint.com
Tel: +1 212-715-4907 |
Buchanan PR
Charles Ryland
charlesr@buchanan.uk.com
Tel: +44 (0)20 7466 5107
Henry Wilson
henryw@buchanan.uk.com
Tel: +44 (0)20 7466 5111 |
Notes to Editors
About Third Point Investors Limited
www.thirdpointlimited.com
Third Point Investors Limited (LSE: TPOU) was listed on the
London Stock Exchange in 2007 and is a feeder fund that invests in
the Third Point Offshore Fund (the Master Fund), offering investors
a unique opportunity to gain direct exposure to founder Daniel S.
Loeb’s investment strategy. The Master Fund employs an
event-driven, opportunistic strategy to invest globally across the
capital structure and in diversified asset classes to optimize
risk-reward through a market cycle. TPIL’s portfolio is 100%
aligned with the Master Fund, which is Third Point’s largest hedge
fund. TPIL’s assets under management are currently $1.1 billion.
About Third Point LLC
Third Point LLC is an institutional investment manager that
actively engages with companies across their lifecycle, using
dynamic asset allocation and an ethos of continuous learning to
drive long-term shareholder return. Led by Daniel S. Loeb since its inception in 1995, the
Firm has a 37-person investment team, a robust quantitative data
and analytics team, and a deep, tenured business team. As of
31 December 2021, Third Point manages
approximately $18.1 billion in assets
for sovereign wealth funds, endowments, foundations, corporate
& public pensions, high-net-worth individuals, and
employees.