Third Point Investors Requisition Notice & Publication of Supplementary Circ.

 
TIDMTPOU TIDMTPOS 
 
10 November 2021 
 
                   Third Point Investors Limited (LSE: TPOU) 
 
     Further Requisition Notice and Publication of Supplementary Circular 
 
The Board announces that Third Point Investors Limited (the "Company") has 
received a notice signed by Asset Value Investors ("AVI") and other 
shareholders who together hold more than 10 per cent. of the voting share 
capital of the Company (the "Requisition") requisitioning a general meeting of 
the Company to consider the removal of Josh Targoff as a Director of the 
Company and to consider a resolution to this effect (the "Requisitioned 
Resolution"). 
 
The Board believes the Requisitioned Resolution to be wholly without merit and 
wishes to express its unanimous support for Mr Targoff. Mr Targoff is a 
valuable member of the Board and has made significant beneficial contributions 
to the Company over a long period. He is fully focused on the measures 
introduced to reduce the discount and the other Directors have found it 
beneficial to work alongside a representative of Third Point LLC ("Third Point 
") who owes all of the usual director duties to the Company. Conflicts are 
managed by, among other things, ensuring that Mr Targoff does not attend 
meetings of Board Committees where all matters concerning the Company's 
relationship with Third Point are discussed. 
 
At the annual general meeting held in July this year, although shareholders 
voted for the reappointment of all the Directors, in the case of Mr Targoff, 
shareholders representing more than 20% of votes cast voted against his 
reappointment.  As a result, the Board has an obligation to respond to 
shareholders by way of explanation and it had been our intent to do this before 
the end of the year. 
 
The Board acknowledges that the tide of opinion against the appointment or 
re-election of non-independent directors continues to rise and is very 
conscious of the need for good governance of the Company's affairs, even where 
it may differ on detailed points with the prevailing wisdom. With this in mind, 
the independent directors and Mr Targoff will discuss the question of his 
re-nomination at the appropriate time in advance of the next annual general 
meeting to be held in July 2022 (the "AGM"). The Board feels generally that the 
AGM is the forum in which such matters should be addressed and that the calling 
of 'off cycle' meetings only creates expense and confusion. 
 
The Board feels very strongly that Mr Targoff should continue to serve out his 
term along with the other directors and it feels that his contribution is 
particularly valuable in the current circumstances where the broadest range of 
experience is needed. 
 
The Board is however required by the Companies Law to put the Requisitioned 
Resolution to shareholders and is therefore proposing to do so at the 
Extraordinary General Meeting already convened for 1 December 2021 (the "EGM"). 
The Company will shortly be publishing a supplementary shareholder circular 
(the "Supplementary Circular") to the circular dated 22 October 2021 convening 
the EGM (the "Circular").  Shareholders are referred to the Circular for 
details of the 2022 Exchange Facility, the approval of which remains the 
primary item of business for which the EGM has been convened. 
 
The Board regrets that further time and Company resources are being expended in 
responding to the attempts of AVI and the other requisitionists to disrupt the 
Company's efforts to enhance Shareholder value. As previously stated, the Board 
is of the view that these attempts have not been undertaken in the best 
interests of Shareholders as a whole and instead have been pursued by AVI for 
their own reasons. AVI will doubtless contend that the Requisitioned Resolution 
is simply an attempt to exercise good corporate governance. If this is the 
case, the Board questions why it was only proposed after the Board rejected 
other resolutions put forward by AVI which would have had no effect and were 
designed to further AVI's agenda of returns of capital in the short term. The 
Board's view of the Requisitioned Resolution is that its goal is primarily to 
embarrass the Company, rather than to remove a director for principled reasons 
which are, at best, secondary to AVI's main aim. 
 
A copy of the Supplementary Circular and the accompanying supplementary notice 
of the EGM will be published shortly and will be submitted to the National 
Storage Mechanism and will be available for inspection at https:// 
data.fca.org.uk/#/nsm/nationalstoragemechanism as well as on the Company's 
website: www.thirdpointlimited.com after publication. 
 
                                   - Ends - 
 
Press Enquiries 
 
Third Point                          Buchanan PR 
Elissa Doyle, Chief Communications   Charles Ryland 
Officer and Head of ESG Engagement   charlesr@buchanan.uk.com 
edoyle@thirdpoint.com                Tel: +44 (0)20 7466 5107 
Tel: +1 212-715-4907                 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. The Company's portfolio is 100% aligned with the Master 
Fund, which is Third Point's largest hedge fund. The Company'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 33-person investment 
team, a robust quantitative data and analytics team, and a deep, tenured 
business team. As of 31 August 2021, Third Point manages approximately $18.9 
billion in assets for sovereign wealth funds, endowments, foundations, 
corporate & public pensions, high-net-worth individuals, and employees. 
 
 
 
END
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