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
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. 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.