Third Point Investors TPIL Notice of EGM and Exchange Facility Update
2021年10月22日 - 9:06PM
RNSを含む英国規制内ニュース (英語)
TIDMTPOU TIDMTPOS
22 October 2021
Third Point Investors Limited (LSE: TPOU)
Notice of Extraordinary General Meeting and Publication of Circular
Shareholder approval sought for terms of 2022 Exchange Facility
Third Point Investors Limited (the "Company") has today published a shareholder
circular (the "Circular") convening an extraordinary general meeting of the
Company (the "Extraordinary General Meeting" or "EGM"), at which the approval
of shareholders will be sought for the terms of the exchange facility to be
offered by the Company in 2022 (the "2022 Exchange Facility"), as previously
announced on 1 September 2021.
Notice is hereby given that the Extraordinary General Meeting of the Company
will be held at the offices of Northern Trust International Fund Administration
Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port,
Guernsey at 11:00 a.m. on 1 December.
A copy of the Circular and the accompanying notice of the Extraordinary General
Meeting has been submitted to the National Storage Mechanism and will shortly
be available for inspection at https://data.fca.org.uk/#/nsm/
nationalstoragemechanism as well as on the Company's website:
www.thirdpointlimited.com.
A summary of the proposed 2022 Exchange Facility, other matters to be
considered at the EGM and the meeting arrangements is set out below.
Background
On 1 April 2021, the Board announced its "Multi-Pronged Approach to Enhance
Shareholder Value", which comprised a range of measures aimed at enhancing the
strength of the Company and addressing the persistent discount to net asset
value ("NAV") at which the Company's shares (the "Shares") trade. Amongst these
measures was an innovative, value accretive exchange facility (the "2021
Exchange Facility"), pursuant to which Eligible Shareholders (as defined below)
would have the opportunity to convert their Shares into shares of Third Point's
flagship Cayman fund, Third Point Offshore Fund, Ltd. (the "Master Fund") ("
Master Fund Shares").
Following approval of this measure by shareholders at the Company's annual
general meeting on 8 July 2021, the exchange period under the 2021 Exchange
Facility commenced on 1 October 2021 and will remain open until 15 November
2021. Shares tendered for exchange under the 2021 Exchange Facility are
expected to be redeemed in return for the distribution of Master Fund Shares on
or around the third week of December 2021, following publication of the NAV per
Master Fund Share as at 30 November 2021.
As announced on 1 September 2021, the Company's discount to NAV closed from
approximately 20 per cent. to 10 - 15 per cent. in the five months following
the Board's announcement of the Company's new discount control measures. As at
that date, the price of the Shares had returned 31 per cent. for the
year-to-date and 66 per cent. on a one-year basis. This reflected strong
performances from investments across equities, corporate credit and structured
credit, with notable contributions from Upstart (NASDAQ: UPST) and SentinelOne
(NYSE: S), both of which were initiated in 2015 as venture investments that
have subsequently publicly listed and appreciated more than a hundredfold. As
at 21 October 2021, the Company's discount to NAV closed at approximately 15
per cent.
Against this background, the Board now proposes to offer the 2022 Exchange
Facility, whereby Eligible Shareholders will be able to exchange their Shares
for Master Fund Shares at just a 2 per cent. discount to NAV, down from the 7.5
per cent. discount to NAV applicable to the 2021 Exchange Facility. The Board
also anticipates increasing the number of Shares which can be exchanged for
Master Fund Shares under the 2022 Exchange Facility to the extent that the 2021
Exchange Facility is undersubscribed, subject to a maximum of US$75 million
worth of Shares (at the prevailing NAV per Share).
Eligible Shareholders
Only Eligible Shareholders will be able to exchange Shares for Master Fund
Shares pursuant to the 2022 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; and
* 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 2022 Exchange Facility
will be required to provide such certifications and verification materials as
the Master Fund and the Company may in their absolute discretion determine
necessary to establish the status of such shareholder as an Eligible
Shareholder.
Summary of the terms of the 2022 Exchange Facility
Exchanges of Shares for Master Fund Shares will be effected by way of a
redemption of the relevant Shares and an in-specie distribution of Master Fund
Shares by the Company to the exchanging shareholder.
In order to align with the minimum subscription request amount for the Master
Fund, the minimum aggregate value of Shares which any one shareholder may
tender for exchange will be US$10 million, based on the prevailing NAV per
Share as at the relevant calculation date. However, the Board may, in its
absolute discretion, waive such minimum amount in relation to any particular
exchanging shareholder.
Furthermore, exchange requests will be subject to proration at the absolute
discretion of the Board if they are received in respect of Shares worth in
aggregate more than the Maximum Amount based on the prevailing NAV per Share as
at the relevant calculation date. For these purposes, the "Maximum Amount" will
be an amount between US$50 million and US$75 million, with the exact figure to
be determined based on the extent to which the 2021 Exchange Facility is
undersubscribed.
The number of Master Fund Shares a shareholder participating in the 2022
Exchange Facility will receive will be calculated by reference to a fixed
formula. Consequently, a shareholder exchanging Shares will receive 98 per
cent. of the number of Master Fund Shares held by the Company that are
attributable to the Shares being exchanged (with adjustments as necessary to
account for leverage, accrued liabilities, cash or other assets held by the
Company). 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 Shares being exchanged (calculated by reference to the NAV per Share
and NAV per Master Fund Share as at the relevant calculation date). The
Company's calculation of the number of Master Fund Shares to be distributed
under the 2022 Exchange Facility will be conclusive and binding.
The Company currently holds Class Y Shares in the Master Fund. Prior to
distributing Master Fund Shares to Shareholders participating in the 2022
Exchange Facility, the applicable number of Master Fund Shares held by the
Company 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 Class O Master Fund Shares, which are subject to
a 1.50 per cent. management fee and a 20 per cent. incentive allocation, and
may be redeemed quarterly subject to a 25 per cent. investor-level gate. Class
N and Class O Master Fund Shares are substantially similar, except that Class O
Master Fund 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 will be subject to an initial six-month
lock-up period.
Implementation of the 2022 Exchange Facility will be conditional on:
* the Company satisfying the "shares in public hands" requirement of the UK
Listing Rules immediately following implementation of the 2022 Exchange
Facility; and
* no shareholder being required to make a mandatory offer pursuant to Rule 9
of the City Code on Takeovers and Mergers as a result of the implementation
of the 2022 Exchange Facility.
Application process
Eligible Shareholders who wish to tender their Shares for exchange under the
2022 Exchange Facility will be required to follow a substantially similar
application process to that under the 2021 Exchange Facility, as described in
the Company's RNS announcement of 1 October 2021. Eligible Shareholders who
hold their Shares in certificated form (that is, not in CREST) will be required
to execute an application form, a transfer agreement and subscription agreement
to acquire Master Fund Shares (together the "Exchange Application Documents"),
while Eligible Shareholders who hold their Shares in uncertificated form (that
is, in CREST) will be required, instead of completing an application form, to
send a TTE Instruction in respect of the Shares that they wish to tender for
exchange.
Additional terms and conditions relating to the operation of the Exchange
Facility, including the representations and warranties required to be given by
exchanging shareholders, will be contained in the Exchange Application
Documents. If approved by shareholders, the Board will announce further details
of the application process in respect of the 2022 Exchange Facility prior to
the opening of the relevant exchange period.
Subject to approval by Shareholders, the Board expects for the offer period in
relation to the 2022 Exchange Facility to open in January 2022 with further
details to be announced in due course.
Taxation
The tax treatment of any exchange of Shares pursuant to the 2022 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 2022 Exchange Facility and
investing in the Master Fund Shares.
Benefits of the 2022 Exchange Facility
The Board believes that the 2022 Exchange Facility addresses the different
wishes of the Company's shareholders and the Board has set the terms of the
2022 Exchange Facility in such a way as to encourage new investors into the
Company's Shares. In addition, the Board believes that the 2022 Exchange
Facility will also enhance liquidity of the Company's shares. Eligible
Shareholders are being offered the opportunity to exchange their Shares in the
Company for shares in an open-ended fund (with limited liquidity) by
participating in the 2022 Exchange Facility, whilst shareholders who wish to
continue holding Shares in the Company may do so by not participating in the
2022 Exchange Facility. Shareholders who wish to remain invested in the Company
(or are ineligible to participate in the 2022 Exchange Facility) will continue
to benefit from the strong investment track record of Third Point via a listed
security on unchanged terms.
In light of the above, the Board considers that implementing the 2022 Exchange
Facility is in the best interests of the Company and the shareholders as a
whole, irrespective of whether they intend to (or are eligible to) participate
in the 2022 Exchange Facility.
Extraordinary General Meeting
The implementation of the 2022 Exchange Facility is subject to shareholder
approval at the Extraordinary General Meeting, to be held on 1 December 2021 at
11:00 a.m. at the offices of Northern Trust International Fund Administration
Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port,
Guernsey, GY1 3QL.
At the EGM, a single ordinary resolution (the "Resolution") will be put to
shareholders, proposing that the Company be authorised to operate the 2022
Exchange Facility as defined and described in the Circular. In order to become
effective, the Resolution must be approved by a simple majority of the votes
cast by Shareholders present in person or by proxy at the EGM.
The quorum for the EGM shall be two or more shareholders present in person or
represented by proxy and entitled to vote at the EGM. If within half an hour
after the time appointed for the EGM a quorum is not present, the meeting shall
stand adjourned for seven business days at the same time and place or to such
other day and at such other time as the Board may determine, whereupon those
shareholders then present in person, by their representative or by proxy, shall
form the quorum. No notice need be given in the event of any such adjournment.
Action to be taken by shareholdersin connection with the Extraordinary General
Meeting
Whether or not you intend to be present at the EGM, you are requested to return
a Proxy Appointment by one of the following methods: (i) by logging on to
Signal Shares (www.signalshares.com) and following the instructions; (ii) in
the case of CREST members, by utilising the CREST electronic proxy appointment
service; or (iii) in hard copy form (available on request from the Registrar)
by post, by courier or by hand to Link Group, PXS 1, Central Square, 29
Wellington Street, Leeds LS1 4DL.
The completion and return of a Proxy Appointment will not preclude shareholders
from attending the EGM and voting in person if they wish to do so (subject to
any restrictions relating to COVID-19 that might be in place in Guernsey on the
date of the EGM).
If a shareholder appoints someone other than the chairman of the meeting as
their proxy or corporate representative, that proxy or corporate representative
may not be able physically to attend the EGM and/or cast the shareholder's
vote. As such, the Board encourages all shareholders to appoint the chairman of
the meeting as their proxy in order to vote on the Resolution being considered
at the EGM.
Shareholders are requested to consider and vote on the Resolution set out in
the notice at the end of the Circular in person or by proxy, at or before the
EGM. If the Resolution is not approved at the EGM, the Company will not proceed
to implement the 2022 Exchange Facility.
- Ends -
Press Enquiries
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 30 September 2021, Third Point manages approximately $19.3
billion in assets for sovereign wealth funds, endowments, foundations,
corporate & public pensions, high-net-worth individuals, and employees.
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