THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN
CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO
SEEK FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMENDED).
If you sell
or have sold or otherwise transferred all of your Shares, please
immediately forward the accompanying Circular but not this
personalised Redemption Notice to the purchaser or transferee, or
to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for delivery to the purchaser or transferee.
The Circular should not, however, be sent or transmitted in, or
into, Canada, Australia or Japan. If you have sold only part of your
holding of your Shares, please contact your stockbroker, bank or
other agent through whom the sale or transfer was effected
immediately.
This
Redemption Notice should be read in conjunction with and is subject
to the accompanying circular dated 9 April
2024 relating to the 2024 Redemption Offer (the "Circular").
The terms of the Circular are deemed to be incorporated in and form
part of this Redemption Notice. Unless the context otherwise
requires, the definitions used in the Circular apply in this
Redemption Notice.
The 2024
Redemption Offer is not being made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, internet,
email, telex or telephone) of interstate or foreign commerce of, or
any facility of a national state or other securities exchange of,
Canada, Australia or Japan and subject to certain exceptions cannot
be accepted by any such use, means, instrumentality or facility or
from within Canada, Australia or Japan. Accordingly, this Redemption Notice is
not being and must not be mailed or otherwise distributed or sent
in or into Canada, Australia or Japan. Persons receiving this Redemption
Notice (including, without limitation, custodians, nominees and
trustees) should not distribute, mail or send it in or into or from
Canada, Australia or Japan or use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly
in connection with the 2024 Redemption Offer, and so doing may
invalidate any related purposed acceptance of the 2024 Redemption
Offer. Any person (including nominees, trustees and custodians) who
would, or otherwise intends to, forward this Redemption Notice and
Circular to any jurisdiction outside the United Kingdom, the Channel Islands and the Isle of Man should read paragraph 2 of Part II
of the Circular before taking any action.
REDEMPTION
NOTICE
THIRD
POINT INVESTORS LIMITED
(a
non-cellular company limited by shares incorporated under the laws
of Guernsey with registration number 47161)
Proposed
2024 Redemption Offer
IF YOU DO
NOT WISH TO PARTICIPATE IN THE 2024 REDEMPTION OFFER,
DO NOT
COMPLETE AND RETURN THIS FORM
Valid
redemption notices must be received by 1:00
p.m. (London time) on
8 May 2024.
IF YOU WISH TO
PARTICIPATE IN THE 2024 REDEMPTION OFFER
If you hold Shares in
certificated form (that is, not in CREST), you should complete and
sign page 3 of this Redemption Notice in accordance with the
instructions set out on page 2 and then send this Redemption
Notice, together with your share certificate(s) and/or other
document(s) of title, by post in the accompanying pre-paid envelope
(for use in the UK only) to Link Group, Corporate Actions, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, so as to arrive as soon as
possible but in any event no later than 1.00
p.m. on 8 May 2024. Additional
information regarding the completion of this Redemption Notice is
provided on page 4. Except as provided in the Circular, a
Redemption Notice, once lodged, will be
irrevocable.
If you have lost your
share certificate(s) and/or other document(s) of title or they are
not readily available, complete this Redemption Notice and return
it as described above and forward the share certificate(s) and/or
other document(s) of title as soon as possible thereafter and in
any event so as to be received by Link Group, Corporate Actions,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, by 1.00
p.m. on 8 May
2024.
If you hold Shares in
uncertificated form (that is, in CREST), you should not complete
this Redemption Notice, but should send a TTE Instruction in
accordance with the instructions in the letter from the Chairman of
the Company and paragraph 1 of Part II contained in the Circular so
as to be received no later than 1.00
p.m. on 8 May
2024.
If you hold Shares in both
certificated and uncertificated form, you should complete this
Redemption Notice in respect of your holding in certificated form.
Similarly, you should complete a separate Redemption Notice for
Shares held in certificated form but under different designation.
You can obtain further Redemption Notices from Link Group,
Corporate Actions, Central Square, 29 Wellington Street,
Leeds, LS1 4DL. A Redemption
Notice received in an envelope postmarked in Canada, Australia or Japan or otherwise appearing to the Company or
their agents to have been sent from Canada, Australia or Japan will not constitute a valid acceptance
of the 2024 Redemption Offer.
Please read carefully this
Redemption Notice and Circular, the terms of which form part of
this Redemption Notice. If you have any questions on how to
complete this Redemption Notice or you need further copies of the
Redemption Notice, please contact Link Group via email on
shareholderenquiries@linkgroup.co.uk or via the Shareholder
Helpline on 0371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at
the applicable international rate. Lines are open between
9.00 a.m. to 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training
purposes
PAGE 2
HOW TO COMPLETE THIS
FORM
1 REGISTERED SHAREHOLDER
DETAILS
If the name and/or address
shown in Box 1 on page 3 are incorrect, please insert the correct
details in BLOCK CAPITALS. Any changes to a name must be supported
by appropriate documentation. If no name or address is shown in Box
1 on page 3, please insert in BLOCK CAPITALS the full name(s) and
registered address(es) of the eligible Shareholder(s) to which this
Redemption Notice relates. Unless you complete Box 6, the address
shown in Box 1 is the address to which your payment (if relevant)
and any documents will be sent.
|
2 DAYTIME TELEPHONE
NUMBER
Insert in Box 2 your
daytime telephone number, including the full dialling code, in case
of queries relating to the completion of this Redemption
Notice.
|
3 NUMBER OF SHARES IN
RESPECT OF WHICH YOU WISH TO ACCEPT THE 2024 REDEMPTION OFFER
Insert in Box 3 the number of Shares which you wish to redeem
pursuant to the 2024 Redemption Offer. Your Basic Entitlement is 25
per cent, of the Shares you hold as of the Record Date. However,
you can request the redemption of less or more Shares than your
Basic Entitlement.
|
If you wish to request the
redemption of more Shares than your Basic Entitlement then you
should insert such higher number in Box 3 (a number which can be up
to, but not exceed, your entire holding of Shares). The number of
Shares requested to be redeemed by you in excess of your Basic
Entitlement will be dealt with in accordance with the terms of the
Circular. If you wish to request the redemption of less than your
Basic Entitlement, please insert such lower number in Box
3.
|
4A EXECUTION BY
INDIVIDUALS
You must sign
and date in Box 4A in the presence of an independent witness, who
must also sign where indicated, adding his or her name and address.
In the case of a joint holding, all joint holders must sign and
each of their signatures must be witnessed.
|
Witnesses must be over 18
years of age and should not be one of the joint holders (if any) or
otherwise have any financial interest in the Shares or in the
proceeds resulting from a successful acceptance of the 2024
Redemption Offer. The same person may witness the signature of one
or more of the joint holders.
|
If this Redemption Notice
is signed by a person(s) who is/are not the registered holder(s),
insert the name(s) and the capacity (e.g. executor(s)) of the
person(s) signing. You must deliver evidence of your authority in
accordance with the notes on page 4 of this Redemption
Notice.
|
By signing Box 4A, you
agree to the redemption of your requested number of Shares, subject
to the terms of the 2024 Redemption Offer set out in the Circular.
A Redemption Notice, once submitted, may only be withdrawn with the
consent of the Company.
|
4B EXECUTION BY A
COMPANY
Two directors, a director
and the secretary or one director (provided his signature is
witnessed) may sign this Redemption Notice on behalf of a company
incorporated in Great Britain or such a company may execute under
seal. If the holder is a company incorporated outside Great
Britain, it must sign in accordance with the laws of its
jurisdiction of incorporation. In all cases, execution must be
expressed to be by the relevant company.
|
By signing Box 4B, you
agree to the redemption of your requested number of Shares, subject
to the terms of the 2024 Redemption Offer set out in the Circular.
A Redemption Notice, once submitted, may only be withdrawn with the
consent of the Company.
|
5 ALTERNATIVE ADDRESS TO
WHICH THE CASH PAYMENT AND ANY DOCUMENTS ARE TO BE
SENT
If you want the cash
payment and any documents to be sent to someone other than the
person at the address set out in Box 1 (e.g. if you would prefer
them to be sent to your bank manager or stockbroker), you should
complete Box 5 by inserting the address details (which must be
outside the Canada, Australia or Japan) to which you want such cash
payment and/or any other documents to be sent. Box 5 must be
completed by holders with registered addresses in Canada, Australia
or Japan or holders who have completed Box 1 with an address in
Canada, Australia or Japan.
|
PAGE 3
REDEMPTION
NOTICE
INSTRUCTIONS AND FURTHER NOTES ARE SET OUT ON PAGES
2 AND 4
PLEASE COMPLETE THIS FORM USING BLACK INK
ONLY
1
|
Name(s) and
address(es) of registered holder(s)
|
Your
registered holding of Ordinary Shares held at close of business
(6:00pm London Time) on 3 April 2024 (for information purposes
only)
|
|
|
|
|
3
Please insert here the number of Shares which you wish to redeem
pursuant to the 2024 Redemption Offer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
Please
enter here a daytime telephone number (including STD code)
where
you can be
reached in the event of a query arising from completion of this
Redemption Notice
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+ SIGN AND
DATE HERE TO ACCEPT THE TERMS OF THE 2024 REDEMPTION OFFER
+
4A
|
EXECUTION
BY INDIVIDUALS
Executed
and delivered as a deed by:
|
|
Witnessed
by:
|
|
|
|
|
1. First
holder: Signature/Date
|
|
1.
Signature of witness
|
|
1. Name and
address of witness
|
|
|
|
|
|
|
|
|
|
2. Joint
holders: Signature/Date
|
|
2.
Signature of witness
|
|
2. Name and
address of witness
|
|
|
|
|
|
|
|
|
|
3.
Signature/Date
|
|
3.
Signature of witness
|
|
3. Name and
address of witness
|
|
|
|
|
|
|
|
|
|
4.
Signature/Date
|
|
4.
Signature of witness
|
|
4. Name and
address of witness
|
|
|
|
|
|
|
|
|
|
Note: The
signature of each registered holder should be witnessed, and the
witness must also sign and print his/her name and address as
indicated. The witness must be over 18 years of age and should not
be one of the registered holders or otherwise have any financial
interest in the Ordinary Shares.
|
|
4B
|
EXECUTION
BY A COMPANY
Executed
and delivered as a deed by
|
|
Signature
of Director/ Date
|
|
Signature
of second Director or Secretary or witness/ Date
|
|
|
|
|
|
|
|
|
Name of
Company
|
|
Name of
Director
|
|
Name of
second Director or Secretary or witness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address of
witness (if applicable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
ALTERNATIVE
ADDRESS
Address
(outside of Canada, Australia or Japan) to which the consideration
or returned documents should be sent, if not as set out in Box 1
above (to be written in BLOCK CAPITALS)
|
|
|
Name
|
|
|
|
|
|
|
|
|
|
|
|
House
number
|
|
|
Post
Code
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Address
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAGE
4
NOTES REGARDING
THE COMPLETION AND LODGING OF THIS REDEMPTION
NOTICE
In order to be valid, this
Redemption Notice must, except as mentioned below, be executed
personally by the registered holder or, in the case of a joint
holding by ALL joint holders or under a power of attorney, in which
case the original power of attorney or a duly certified copy
thereof, as provided in the Powers of Attorney Act 1971, should be
lodged with this Redemption Notice. All signatures of individuals
must be witnessed by someone who is not a joint holder and over the
age of 18. A body corporate must either execute this Redemption
Notice under seal, the seal being affixed and witnessed in
accordance with its articles of association or other regulations,
or otherwise validly execute and deliver this Redemption Notice as
a deed.
Please note that you do
not have to request the redemption of Shares pursuant to the 2024
Redemption Offer in respect of your entire Basic Entitlement of
Shares and can request the redemption of Shares pursuant to the
2024 Redemption Offer in respect of more than your Basic
Entitlement (in which case such request will be treated as set out
in the Circular). However, if you insert a number greater than your
entire holding of Shares at the Record Date in Box 3, you will be
deemed to have made a request in respect of your Basic Entitlement
at the Record Date.
If no number is inserted
in Box 3 you will not be deemed to have requested the redemption of
any Shares pursuant to the 2024 Redemption Offer.
If you do not wish to
accept the 2024 Redemption Offer, you should not complete and
return this Redemption Notice.
The following suggestions
are made to avoid delay and inconvenience:
-
If the person named in Box
1 is away from home (e.g. abroad or on holiday) or where a power of
attorney has been granted:
Send this Redemption
Notice by the quickest means (such as air mail) to the holder for
execution but do not send it into Canada, Australia or Japan. If he/she has executed a relevant power
of attorney, have this Redemption Notice signed by the attorney. In
the latter case, the original power of attorney (or a duly
certified copy thereof, as provided in the Powers of Attorney Act
1971) must be lodged with this Redemption Notice for noting. No
other signatures will be accepted.
-
If the only Shareholder
named in Box 1 has died:
If probate or letters of
administration have been registered with the Company, this
Redemption Notice must be executed by the personal
representative(s) of the deceased. If probate or letters of
administration has/have been granted but have not been registered
with the Company, the personal representative(s) should execute
this Redemption Notice and forward it to Link Group, Corporate
Actions at the address shown on page 1, together with the share
certificate(s) and/or other documents of title. A copy of the
probate or letters of administration should accompany the
Redemption Notice or be lodged as soon as possible thereafter and,
in any event, so as to reach Link Group, Corporate Actions at the
address shown on page 1 no later than 1.00
p.m. on 8 May
2024.
-
If one or more of the
joint holders named in Box 1 has died:
This Redemption Notice is
valid if executed by all the surviving holders and lodged with Link
Group at the address shown on page 1, accompanied by the death
certificate, probate or letters of administration of the deceased
holder.
-
If your Shares are in
certificated form (that is, not in CREST) and the share certificate
is held by your stockbroker, bank or some other
agent:
If your share
certificate(s) and/or other document(s) of title is/are held by
your stockbroker, bank or some other agent, complete this
Redemption Notice and, if the share certificate(s) and/or other
document(s) of title is/are readily available, deliver this
completed Redemption Notice to your agent for lodging with Link
Group, Corporate Actions at the address shown on page 1,
accompanied by the relevant share certificate(s) and/or document(s)
of title.
If your share
certificate(s) and/or document(s) of title is/are not readily
available, you should complete this Redemption Notice and lodge it,
together with a note of explanation, and arrange for the share
certificate(s) and/or document(s) of title to be forwarded as soon
as possible thereafter and, in any event, so as to arrive by no
later than 1.00 p.m. on 8 May 2024 with a note quoting the investor code
on page 3 of this form. No acceptances of the 2024 Redemption Offer
will be accepted and cash payment made under the terms of the 2024
Redemption Offer unless share certificate(s) and/or other
document(s) of title or an acceptable indemnity in lieu thereof
is/are received by Link Group, Corporate Actions at the address
shown on page 1 no later than 1.00
p.m. on 8 May 2024.
-
If you hold your Ordinary
Shares in certificated form (that is, not in CREST) and any of your
certificates have been lost:
Complete and send this
Redemption Notice duly completed and signed in the reply-paid
envelope with a letter of explanation and any shares certificate(s)
available to Link Group, Corporate Actions at the address shown on
page 1. At the same time, you should request a letter of indemnity
from Link Group, Corporate Actions, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, which
should be completed in accordance with the instructions given. When
completed, the letter of indemnity must be lodged with Link Group,
Corporate Actions at the address shown on page 1 by not later than
1.00 p.m. on 8
May 2024. Indemnities will only be accepted at the
discretion of the Company and Link Group, Corporate Actions. No
acceptances of the 2024 Redemption Offer will be accepted and cash
payment made under the terms of the 2024 Redemption Offer unless
share certificate(s) and/or other document(s) of title or an
acceptable indemnity in lieu thereof is/are received by Link Group,
Corporate Actions at the address shown on page 1 no later than
1.00 p.m. on 8
May 2024.
-
If you have sold or
transferred all, or wish to sell or transfer part, of your holding
of Ordinary Shares:
If you have sold or
transferred all of your Ordinary Shares, you should take no action.
The Redemption Offer is open to Qualifying Shareholders on the
Register at 6.00 p.m. (London time) on 8 May
2024 only and is not open to any purchaser or transferee of
Ordinary Shares.
-
Payment of
Consideration:
The consideration payable
under the Redemption Offer cannot be sent to you until all relevant
documents have been properly completed and sent by post or by hand
(during normal business hours) to Link Group at the address set out
on the cover page of this Redemption Form or settled as otherwise
provided in the Circular.
-
If your full name or other
particulars are different from those appearing in Box 1,
e.g.:
(i)
incorrect name
– complete and lodge this Redemption Notice with the correct name
and accompanied by a letter from your bank, stockbroker or
solicitor confirming that the person described on the certificate
and the person who has executed this Redemption Notice are one and
the same;
(ii)
incorrect
address – write the correct address on this Redemption
Notice;
(iii)
change of name
– lodge your marriage certificate or the deed poll with this
Redemption Notice for noting. These documents will be returned as
directed.