Third Point Investors
Limited
(A closed-ended investment company incorporated in
Guernsey with registration number
47161)
LEI Number:
549300WXTCG65AQ7V644
Renewal Date- 03/02/2025
(The
“Company”)
9 April
2024
2024 REDEMPTION OFFER
CIRCULAR -
CORRECTION
Further to the Company's announcement at 07.00 am on 9 April
2024 (which included the text of the 2024 Redemption Offer
Circular), the Company notes that the announcement incorrectly
stated that "The Board has allocated up to £20 million to the
ongoing buyback, post the 2024 Redemption Offer, until the
financial year end". This was in error: the correct figure for
the buyback allocation is up to USD 20
million which has been amended in the text of the 2024
Redemption Offer Circular below and republished on the Company's
website.
Enquiries:
Company Website: www.thirdpointlimited.com
Northern Trust International Fund Administration
Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481
745001
THIS
CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt about the contents of this Circular or the action
you should take, you are recommended to seek immediately your own
personal financial advice from your independent financial adviser,
stockbroker, bank manager, solicitor, accountant or from an
appropriately qualified and duly authorised independent
adviser.
This
Circular is not being sent to Shareholders with registered
addresses in Canada, Australia or Japan and is not an offer of securities for
sale in any of these jurisdictions.
Accordingly
copies of this Circular are not being mailed and must not be,
directly or indirectly, mailed or otherwise distributed, forwarded
or transmitted into Canada,
Australia or Japan and all persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
should observe these restrictions and must not mail or otherwise
distribute, forward or transmit them in, into or from Canada, Australia or Japan.
If you
have sold or otherwise transferred all of your Shares in Third
Point Investors Limited (the "Company"),
please send this Circular at once to the purchaser or transferee or
to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for onward transmission to the purchaser or
transferee. However, such documents should not be distributed,
forwarded or transmitted in or into Canada, Australia or Japan or into any other jurisdiction if to do
so would constitute a violation of the relevant laws and
regulations in such other jurisdiction.
THIRD
POINT INVESTORS LIMITED
(a
non-cellular company limited by shares incorporated under the laws
of Guernsey
with
registration number 47161)
2024
Redemption Offer
Shareholders
who hold their Shares in certificated form (that is, not in CREST)
who wish to redeem their Shares in the 2024 Redemption Offer are
also requested to return a Redemption Notice (available on the
Company’s website at https://www.thirdpointlimited.com) for use in
connection with the 2024 Redemption Offer. The completed Redemption
Notice and share certificate(s) should be returned in hard copy
form by post, by courier or by hand to Link Group, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, in each case to be received
before 1:00 p.m. on 8 May 2024.
Shareholders
who hold their Shares in uncertificated form (that is, in CREST)
who wish to redeem their Shares in the 2024 Redemption Offer should
follow the procedure set out in paragraph 1 in
Part III
of this Circular, which can be found on pages 11 and 12 and should
ensure that their TTE Instruction(s) are submitted by 1:00 p.m. on 8 May
2024.
Your
attention is drawn to the section entitled "Action to be taken by
Shareholders" on page 3 of this Circular. Capitalised terms used in
this Circular shall have the meanings set out in the section
entitled "Definitions" on pages 17 and 18 of this
Circular.
The
Company is a non-cellular company limited by shares incorporated in
Guernsey. The Company operates under the Companies (Guernsey) Law
2008, as amended and regulations made under that law. The Company
is registered as a registered closed-ended collective investment
scheme by the Guernsey Financial Services Commission (the
"GFSC")
and is subject to the Registered Collective Investment Scheme Rules
and Guidance 2021 (the “RCIS
Rules”).
Pursuant to the RCIS Rules the GFSC will be notified of the
proposals under the 2024 Redemption Offer.
NOTICE
FOR US SHAREHOLDERS
The 2024
Redemption Offer relates to securities in a non-US company which is
subject to the disclosure and procedural requirements of the
United Kingdom, which differ from
those of the US in certain material respects. This Circular has
been prepared in accordance with UK style and practice, and
Shareholders resident in the United
States ("US
Shareholders") should
read this entire Circular. The financial information relating to
the Company, which is available for review on the Company’s
website, has not been prepared in accordance with generally
accepted accounting principles in the US and thus may not be
comparable to financial information relating to US
companies.
The 2024
Redemption Offer will be made in the US in accordance with the
requirements of Regulation 14E under the US Securities Exchange Act
of 1934, as amended (the "US
Exchange Act") to the
extent applicable and otherwise in accordance with the requirements
of UK and Guernsey legislation. Accordingly, the 2024 Redemption
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that may
be different from those applicable under US domestic tender offer
procedures and law. US Shareholders should note that the Shares are
not listed on a US securities exchange and the Company is not
subject to the periodic reporting requirements of the US Exchange
Act and is not required to, and does not, file any reports with the
US Securities and Exchange Commission thereunder.
It may be
difficult for US Shareholders to enforce certain rights and claims
arising in connection with the 2024 Redemption Offer under US
federal securities laws since the Company is located outside the US
and most of its officers and directors may reside outside the US.
It may not be possible to sue a non-US company or its officers or
directors in a non-US court for violations of US federal securities
laws. It also may not be possible to compel a non-US company or its
affiliates to subject themselves to a US court’s
judgment.
In
accordance with normal UK market practice and pursuant to Rule
14e-5(b) of the US Exchange Act, the Company, its nominees, its
brokers (acting as agents) or any of their respective affiliates
may from time to time make certain purchases of, or arrangements to
purchase, Shares outside the United
States, other than pursuant to the 2024 Redemption Offer,
before or during the period in which the 2024 Redemption Offer
remains open for acceptance. These purchases may occur either in
the open market at prevailing prices, or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United
Kingdom and, if required, will be reported to the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
This
Circular does not address the US federal income tax considerations
applicable to any investment in the Shares or any participation in
the 2024 Redemption Offer. US Shareholders should consult their own
tax advisers regarding the US federal income tax consequences of
any such investment or participation.
This
Circular has not been approved, disapproved or otherwise
recommended by the US Securities and Exchange Commission or any US
state securities commission and such authorities have not confirmed
the accuracy or determined the adequacy of this Circular. Any
representation to the contrary is a criminal offence in the
US.
ACTION
TO BE TAKEN BY SHAREHOLDERS
2024
REDEMPTION OFFER
IF
YOU DO WISH TO REDEEM ANY OF YOUR SHARES PURSUANT TO THE 2024
REDEMPTION OFFER, YOU SHOULD COMPLETE AND RETURN A REDEMPTION
NOTICE (FOR SHARES HELD IN CERTIFICATED FORM) OR SUBMIT A TTE
INSTRUCTION FOR SHARES HELD IN UNCERTIFICATED FORM. FOR FURTHER
INFORMATION SEE THE INSTRUCTIONS ON
PAGES
11
AND 12.
IF
YOU DO
NOT WISH
TO REDEEM ANY OF YOUR SHARES PURSUANT TO THE 2024 REDEMPTION OFFER,
DO NOT COMPLETE OR RETURN A REDEMPTION NOTICE OR TTE
INSTRUCTION(S).
CONTENTS
Page
EXPECTED
TIMETABLE
5
Part
I LETTER FROM THE
CHAIRMAN
6
1.
INTRODUCTION AND
BACKGROUND
6
2.
PARTICIPATION BY THE BOARD AND DANIEL LOEB IN THE 2024 REDEMPTION
OFFER
7
3.
2024 REDEMPTION OFFER
7
4.
RISK FACTORS RELATING TO THE 2024 REDEMPTION
OFFER
8
5.
FUTURE DIRECTION OF THE COMPANY
8
6.
ACTION TO BE
TAKEN
9
7.
DOCUMENTS AVAILABLE FOR
INSPECTION
9
Part
II BIOGRAPHIES OF THE NEW
DIRECTORS
10
Part
III ADDITIONAL INFORMATION ON THE 2024
REDEMPTION OFFER
11
1.
ACTION TO BE TAKEN IN CONNECTION WITH THE 2024 REDEMPTION
OFFER
11
2.
2024 REDEMPTION OFFER - RESTRICTIONS FOR OVERSEAS
SHAREHOLDERS
12
3.
TAXATION
12
PART IV ADDITIONAL
INFORMATION ON THE COMPANY
15
1.
DIRECTORS’ AND OTHER
INTERESTS
15
2.
MAJOR SHAREHOLDERS’ INTERESTS
15
3.
WARRANTS AND
OPTIONS
15
4.
NO SIGNIFICANT CHANGE IN FINANCIAL
POSITION
15
DEFINITIONS
16
EXPECTED
TIMETABLE
2024
REDEMPTION OFFER
Circular
sent to Shareholders
|
9 April
2024
|
NAV
Determination Date
|
30 April
2024
|
Latest
time and date for receipt of Redemption Notices and TTE
Instructions for the 2024 Redemption Offer
|
1:00 p.m.
on 8 May 2024
|
Record
Date
|
6:00 p.m.
on 8 May 2024
|
Announcement
of results of the 2024 Redemption Offer
|
9 May
2024
|
Publication
of NAV as at NAV Determination Date
|
31 May
2024
|
Redemption
Date
|
14 June
2024
|
Settlement
through CREST and/or despatch of cheques*
|
21 June
2024
|
*
Certificated Shareholders will be paid by cheque despatched at the
latest known address as indicated on the Shareholders’ register.
Uncertificated Shareholders will be paid via CREST. Payments will
be made within 10 Business Days of the Registrar receiving the
proceeds of the Company’s assets realised pursuant to the
Redemption Offer.
Each of
the times and dates in the above expected timetable may be extended
or brought forward without further notice. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will
be notified to Shareholders by an announcement through a Regulatory
Information Service. All references are to London time unless otherwise
stated.
Part I
LETTER FROM THE CHAIRMAN
THIRD
POINT INVESTORS LIMITED
(a
non-cellular company limited by shares incorporated under the laws
of Guernsey with registration number 47161)
|
Registered
office:
|
Rupert
Dorey (Chairman)
Richard
Boléat
Huw
Evans
Vivien
Gould
Josh
Targoff
Claire
Whittet
|
PO Box
255
Trafalgar
Court
Les
Banques
St. Peter
Port
Guernsey
GY1
3QL
|
9 April 2024
2024
REDEMPTION OFFER
Dear
Shareholder
-
INTRODUCTION AND
BACKGROUND
Redemption
Offer
On 1 April 2021, the Board announced the
implementation of two potential redemption offer opportunities, on
31 March 2024 and 31 March 2027 (each, a "Redemption Offer
Date") for Shareholders to
tender shares for redemption if the average market price of the
Shares has been more than 10 per cent. and 7.5 per cent. below NAV,
respectively, for the six-month period preceding each Redemption
Offer Date (the "Redemption Offer
Programme"). As announced on
2 April 2024, for the period
1 October 2023 to 31 March 2024, the average discount to NAV at
which the Shares have traded is more than 10 per cent. and,
accordingly the Board is offering Shareholders the opportunity to
tender Shares for redemption (the "2024 Redemption
Offer"). This Circular sets out
further details of the 2024 Redemption Offer.
The 2024 Redemption Offer
is for up to 25 per cent. of the Company's issued share capital at
the Record Date. Shareholders (other than Restricted Shareholders)
will be able to decide whether to tender some or all of their
Shares within the overall limits of the 2024 Redemption Offer (but
tenders in excess of a Shareholder’s Basic Entitlement will only be
accepted to the extent that other Shareholders tender less than
their Basic Entitlement).
The redemption price per
Share redeemed pursuant to the 2024 Redemption Offer will be equal
to the Company’s published Net Asset Value per Share on or around
30 April 2024 (the
“NAV Determination
Date”), less two per
cent.
Timings
The Board shall be
entitled to defer any effective date specified in this Circular and
the implementation of the 2024 Redemption Offer in its absolute
discretion to accommodate any legal, regulatory, operational or
other requirements that are not resolved prior to or on the
relevant effective date.
Cancellation
If, at any time between
the Record Date and the Redemption Date, there is a material
adverse change in the Company’s ability to realise assets for the
purposes of meeting redemption requests, in a manner which is fair
as between the redeeming Shareholders and the remaining
Shareholders (to the extent that those remaining Shareholders have
not participated in the 2024 Redemption Offer), is in the opinion
of the Board, acting in good faith, materially impaired or likely
to be materially impaired, the Directors may in their absolute
discretion cancel the 2024 Redemption Offer. In the event of any
such cancellation as described in this paragraph, no Shares will be
redeemed under the 2024 Redemption Offer and the Board will
consider whether to offer an additional redemption offer when the
Company is able to do so.
-
PARTICIPATION BY THE BOARD
AND DANIEL LOEB IN THE 2024 REDEMPTION OFFER
The Directors do not
intend to participate in the 2024 Redemption Offer in respect of
those Shares held by them. The Board has received an undertaking
from Daniel Loeb, the CEO of the
Investment Manager who, with his family interests, holds
approximately 23 per cent. of the Class A Shares in issue, that
these interests will participate in the 2024 Redemption Offer to
the full extent of their Basic Entitlements in order not to
increase their percentage holding of the Class A Shares in
issue.
-
2024 REDEMPTION
OFFER
The Board is providing
Shareholders (other than Restricted Shareholders, as detailed in
paragraph 2 in Part III of this Circular) with
the opportunity to realise by way of redemption in aggregate up to
25 per cent. of the Shares in issue through participation in the
2024 Redemption Offer. Further details of how the 2024 Redemption
Offer will operate are set out below.
All Shares that are
redeemed will be cancelled with effect from the Redemption Date.
Accordingly, once redeemed, Shares will be incapable of transfer
and no dividend will be paid in respect of those
Shares.
Shareholders should note
that the issued share capital of the Company will be reduced as a
result of the 2024 Redemption Offer to the extent that Shares are
redeemed. Consequently, the fixed costs of the Company will be
spread over fewer Shares.
Mechanics of the
2024 Redemption Offer
Shareholders will be
entitled to have up to 25 per cent. of their respective holdings of
Shares redeemed under the 2024 Redemption Offer (the
"Basic
Entitlement"). Tenders in excess of a
Shareholder’s Basic Entitlement will only be satisfied to the
extent that other Shareholders tender less than their Basic
Entitlement. If there are multiple Shareholders that submit
redemption requests in excess of their Basic Entitlement, such
tenders will be satisfied on a pro rata basis, in proportion to the
excess over the Basic Entitlement tendered, rounded down to the
nearest whole number of Shares.
A Shareholder who requests
the redemption of Shares pursuant to the 2024 Redemption Offer will
need to submit a Redemption Notice for Shares held in certificated
form or TTE Instruction(s) for Shares held in uncertificated form
for the number of Shares that they wish to offer for redemption by
1:00 p.m. on 8
May 2024.
Details on submitting
Redemption Notices and TTE Instruction(s) are set out in
paragraph
1 in
Part III of this
Circular.
Proceeds of the
2024 Redemption Offer
Following the receipt of
the Redemption Notices and/or TTE Instruction(s) from Shareholders,
the Shares to be redeemed pursuant to the 2024 Redemption Offer
will be redeemed on the Redemption Date. On 9 May 2024, the Company will announce the total
number of Shares tendered and, if applicable, either the extent to
which tenders will be scaled back, or the number of tendered
Ordinary Shares in excess of the Basic Entitlement which will be
purchased by the Company from Shareholders who have tendered Shares
in excess of their Basic Entitlement. The redemption proceeds per
Share that a redeeming Shareholder will receive pursuant to the
2024 Redemption Offer will be equal to the Company’s published Net
Asset Value per Share as at the NAV Determination Date, less 2 per
cent. (the “Redemption
Proceeds”). The Redemption Proceeds
will be in cash.
Absent any unforeseen
circumstances and subject to general market conditions, the Company
expects to realise assets for the purposes of meeting redemption
requests under the 2024 Redemption Offer and to be in receipt of
the proceeds of such realisations within 30 to 60 days after the
Redemption Date.
The redemption of the
Shares pursuant to the 2024 Redemption Offer will constitute a
distribution for the purposes of the Companies Law. Accordingly,
the Board will follow the procedure for making a distribution set
out at section 303 of the Companies Law and will consider the
statutory solvency test set out therein. The redemption of the
Shares pursuant to the 2024 Redemption Offer is therefore subject
to the Directors being satisfied that the provisions of section 303
of the Companies Law are satisfied at the relevant
time.
Details regarding
the tax consequences of the 2024 Redemption Offer are set out in
paragraph 3 in Part III
of this Circular.
-
RISK FACTORS RELATING TO
THE 2024 REDEMPTION OFFER
Shareholders should, when
considering participating in the 2024 Redemption Offer, have regard
to the following risk factors.
-
Once a Redemption Notice has been served on the
Company or a TTE Instruction(s) has been submitted, the relevant
Shareholder will be unable to access or otherwise deal in those
Shares pending completion (or cancellation) of the 2024 Redemption
Offer. Shares will be held in escrow subject to the completion (or
cancellation) of the 2024 Redemption Offer. In the case of
Shareholders who hold their Shares in certificated form (that is,
not in CREST), the restriction on dealing shall also apply in
respect of all Shares to which any surrendered share certificates
relate. A Redemption Notice or TTE Instruction(s), once submitted,
may only be withdrawn with the consent of the
Company.
-
Securities laws in certain jurisdictions may
prevent certain Shareholders from participating in the 2024
Redemption Offer. For more information, please refer to paragraph
2 in Part III of this Circular
below.
-
In order to satisfy redemption requests received
pursuant to the 2024 Redemption Offer, the Company will redeem a
portion of its holding in the Master Fund. In accordance with the
Master Fund's redemption policy, approximately 93 per cent. of the
Company's redemptions will be satisfied in cash and approximately 7
per cent. in a participation note which represents the Company's
pro rata share of the Master Fund's Legacy Private Investments and
a small cash reserve. Assuming the 2024 Redemption Offer is fully
subscribed, the Company will need to redeem approximately 25 per
cent. of its shares in the Master Fund, triggering the receipt of
additional participation notes. As a result, the direct and
indirect proportion of the Company’s remaining portfolio comprised
of legacy private investments will following the 2024 Redemption
Offer increase to approximately 9 per
cent.
-
FUTURE DIRECTION OF THE
COMPANY
The Board
is encouraged by the recent strong performance of the Investment
Manager, with the Company generating an 8.7 per cent. NAV return in
Q1 2023 and 17.6 per cent. over the prior six months to
31 March 2024, driven by gains from
strategies ranging from activist and event equities to
AI/technology-related investments to structured and corporate
credit strategies. While past performance is not a predictor of
future gains, the Board notes that the Investment Manager’s
long-term track record, along with its flexible and opportunistic
strategy, incorporating a broad range of equity and credit tools,
can deliver favourable risk-adjusted returns in the current
environment.
Notwithstanding
the recent strong performance, a meaningful discount to NAV
persists. Discounts to NAV – and investor concern about them – is
an issue throughout the listed fund sector and, with the intention
to be proactive and creative in facing this, the Board has been
working with the Investment Manager to explore further options for
the Company.
In
conjunction with these efforts, the Board is pleased to announce
the appointment of Dimitri
Goulandris and Liad Meidar as directors, to take place as
soon as practicable. Their respective biographies are set out in
Part II
below. Their relevant experience is in markets, mergers and
acquisitions, and asset management, and they will bring important
new perspectives to the Board at this time. Mr. Goulandris and Mr.
Meidar have been introduced by the Investment Manager, but the
Board has satisfied itself after due enquiries, including taking
references using Cornforth Consulting, that they are independent of
the Investment Manager and they have each confirmed to the Board
that they understand the responsibilities of directors to act
solely in the interest of the Company and thus of all Shareholders.
In accordance with the Company’s Articles of Incorporation, both
new directors will be put forward for election at the annual
general meeting of the Company to be held in May 2024, and the Board will recommend that
Shareholders vote in favour of both their respective
elections.
As
previously announced, Josh Targoff,
an executive of the Investment Manager, will not put himself
forward for re-election as a director at the 2024 AGM. However, he
will continue to attend Board meetings of the Company on behalf of
the Investment Manager as an observer.
The
expanded Board will create a Strategy Committee
("Committee")
comprised of the two new directors and Richard Boleat, chaired by
Mr. Goulandris. This Committee will be responsible for commencing a
full review to consider how the Company may best deliver value to
Shareholders going forward, which will be concluded within a
six-month period from the time the Committee is launched (the
"Strategy
Review"). The
Strategy Review is not a formal sale process and the Company is not
inviting offers for the Company to be acquired. The Committee will
be charged with evaluating all possible options, including
offensive M&A opportunities, investment strategy mixes,
corporate continuation votes or further tenders, and potentially
other innovative options. It will have the power to hire outside
advisors as necessary so that it can consider the broadest range of
possibilities. As part of the Strategy Review, the Company will
seek shareholder consultation and input.
At the
conclusion of the Strategy Review, the Committee will present its
findings to the Board. If approved by the Board, the outcome will
then be reported by the Board to Shareholders, and any recommended
new proposals will be put to Shareholders, and voted on by them as
appropriate. If at the outcome of the Strategy Review there are no
new proposals recommended by the Board to Shareholders, the Board
expects that, in due course, it will invite shareholders to vote on
the continuation, or otherwise, of the Company. Under those
circumstances, the Board will take into account the performance of
the Company over the relevant period based on the NAV per Share and
other metrics that it considers appropriate in determining whether
to recommend voting in favour of the continuation
resolution.
For the
duration of the 2024 Redemption Offer, the Company will not
repurchase any of its Shares which as you are aware, the Company
has authority to do pursuant to its share repurchase programme. The
Company may, however, repurchase Shares during the Strategy Review
(once
the results of the 2024 Redemption Offer have been
announced) if in the
Board's view it is in the best interests of the Company and
Shareholders to do so. The Board has allocated up to USD 20 million to the ongoing buyback, post the
2024 Redemption Offer, until the financial year
end.
-
ACTION TO BE TAKEN
Shareholders should note
that, if they wish to participate in the 2024 Redemption Offer,
action is required to be taken by them. Information on such action
to be taken by Shareholders seeking to participate in the 2024
Redemption Offer is set out in Part III of this
Circular.
-
DOCUMENTS AVAILABLE FOR
INSPECTION
A copy of this Circular
has been submitted to the National Storage Mechanism and will
shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This Circular will also be available on the Company’s
website: https://www.thirdpointlimited.com.
Yours faithfully
Rupert Dorey
Chairman
9 April 2024
Part II
BIOGRAPHIES OF THE NEW DIRECTORS
Dimitri Goulandris
Dimitri Goulandris set up and runs The Cycladic Group, an
investor in, and creator of businesses. Founded in 2002 to invest
capital on behalf of his family and other investors, Cycladic has
invested in over 60 businesses across the world, and founded eight
in Europe, the US, India, Africa
and Latin America. Cycladic works
closely with its investee partners to help them develop and then
achieve ambitious goals. Companies
controlled by Cycladic have revenues of over $100 million and are growing
rapidly. Mr.
Goulandris counts Premier Logistics (India), Gemini Equipment & Rentals
(India), Knightsbridge School,
London and Knightsbridge Schools
International (Malta) among the
companies that he has founded.
In
addition to founding business, Mr. Goulandris is also an active
board member and investor in a number of businesses. In this
capacity, he chairs several exciting emerging companies, including
Plain English Finance Limited, Anemoi Marine Technologies and Talk
Education, where Cycladic is typically the largest and most-active
non-founder investor. He
also holds significant stakes in a number of small public companies
where he can be an influential and active
shareholder.
Mr.
Goulandris previously set up and managed The Cycladic Catalyst
Fund, an investment fund focused on taking significant active
positions in publicly quoted small cap companies and driving
strategic change to create value for shareholders. He previously
set up and ran the European operations of the private equity firm,
Whitney & Company, and spent eight years at Morgan Stanley in
its private equity group, structuring derivative products and
executing mergers and acquisitions both in New York and in London.
Mr.
Goulandris received a Master’s degree in Electrical and Electronics
Engineering from Cambridge University
and an MBA from Harvard Business
School.
Liad
Meidar
Liad
Meidar is Founder and Managing Partner of Gatemore Capital
Management, where he serves as portfolio manager of the turnaround
and activist strategy. Mr. Meidar is also co-founder of GVP
Climate, a subsidiary of Gatemore focused on early-stage clean
technology investing.
In 2005,
Mr. Meidar founded Gatemore as an investment advisor serving high
net worth families and corporate defined benefit pension funds. As
part of that, he served as chief investment officer of the Gatemore
Multi-Asset Fund (GMAF), an open-ended, highly diversified fund
which aimed to provide institutional investors access to high
Sharpe ratio returns though a single vehicle. Under his watch, the
GMAF won numerous industry awards, including UK Pensions DB
Multi-Asset Manager of the Year, the FT Pension and Investment
Provider Multi-Asset Fund Manager of the Year, and Pensions Age
Multi-Asset Manager of the Year. In 2020, Gatemore sold its
investment advisory business along with its management of the
multi-asset fund.
In 2015,
Mr. Meidar started Gatemore’s turnaround and activist strategy,
taking highly concentrated positions in listed small- and mid-caps
across the consumer, industrial, media, and technology sectors, and
engaging with management, boards of directors, and fellow
shareholders to achieve significant recoveries in shareholder
value. In 2018, Gatemore launched a co-mingled fund to house the
strategy, the Gatemore Special Opportunities Fund, for which Mr.
Meidar serves as the portfolio manager.
In 2021,
Mr. Meidar formed GVP Climate as a subsidiary in partnership with
its Chairman and CIO, Brett Olsher,
to invest in early-stage clean technology companies.
Mr. Meidar
is currently a board member of three Gatemore portfolio companies:
GSE Worldwide, Inc., a fully integrated talent management and
sports agency where he is Chairman; Factorial, Inc., developer of a
breakthrough solid-state battery technology; and SurvivorNet, Inc.,
an oncology-focused digital media and pharma services
company.
Mr. Meidar
serves on the Dean’s Advisory Council at Princeton University and on the Board of Trustees
of the American School in London.
He received an AB in economics from Princeton
University.
Part III
ADDITIONAL INFORMATION ON
THE 2024 REDEMPTION OFFER
-
ACTION TO BE TAKEN IN
CONNECTION WITH THE 2024 REDEMPTION OFFER
Shareholders (other than
Restricted Shareholders) will be entitled to have up to 25 per
cent. of their respective holdings of Shares redeemed under the
2024 Redemption Offer (the "Basic
Entitlement"). Tenders in excess of a
Shareholder’s Basic Entitlement will only be satisfied to the
extent that other Shareholders tender less than their Basic
Entitlement. If there are multiple Shareholders that submit
redemption requests in excess of their Basic Entitlement, such
tenders will be satisfied on a pro rata basis, in proportion to the
excess over the Basic Entitlement tendered, rounded down to the
nearest whole number of Shares.
Certificated
Shareholders
If you hold your Shares in
certificated form (that is, not in CREST) (a "Certificated
Shareholder") (and are not an
Overseas Shareholder excluded from participating in the 2024
Redemption Offer as detailed in paragraph
2 of
this Part III below) and you wish to
redeem Shares in the 2024 Redemption Offer, you should read the
Redemption Notice carefully, complete it and return it with the
share certificate(s) in respect of the total number of Shares you
wish to redeem and such other evidence as the Directors may
reasonably require to prove your title and the due execution by you
of the Redemption Notice or, if the Redemption Notice is executed
by someone other than you, the authority of that other person to do
so, in hard copy form by post, by courier or by hand to Link Group,
Corporate Actions, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, in each case to be
received before
1:00 p.m. on 8
May 2024.
A Redemption Notice may
only be submitted in respect of a number of Shares, rather than in
respect of a certain value of Shares.
CREST
Shareholders
If you hold your Shares in
uncertificated form (that is, in CREST) (a "CREST
Shareholder") (and are not an
Overseas Shareholder excluded from participating in the 2024
Redemption Offer as detailed in
paragraph
2 of
this Part III below) and you wish to
redeem your Shares in the 2024 Redemption Offer, you do not need to
complete or return a Redemption Notice. You should, however, take
(or procure to be taken) the action set out below to transfer (by
means of TTE Instruction(s)) the total number of Shares of which
you are making a request for redemption in the 2024 Redemption
Offer to an escrow balance, specifying Link Group in its capacity
as escrow receiving agent under its participant ID referred to
below, as soon as possible, and in any event so that the transfer
to escrow settles not later than before
1:00 p.m. on 8
May 2024.
You should send (or, if
you are a CREST sponsored member, procure that your CREST sponsor
sends) a TTE Instruction to Euroclear UK & International
Limited for the Shares that you wish to redeem which must be
properly authenticated in accordance with its specifications. The
TTE Instruction(s) must contain, in addition to the other
information that is required for the TTE Instruction(s) to settle
in CREST, the following details:
-
the number of Shares to be transferred to an escrow
balance;
-
your CREST participant
ID;
-
your CREST member account
ID;
-
the participant ID RA10 of the escrow receiving
agent (Link Group) in its capacity as a CREST receiving
agent;
-
the member account ID for the relevant Shares of
the escrow receiving agent (Link Group), which for the purposes of
the 2024 Redemption Offer is 22377THI;
-
the ISIN for the Shares which is
GG00B1YQ7219;
-
the corporate action number for the 2024 Redemption
Offer, which is allocated by Euroclear UK & International
Limited and can be found by viewing the relevant corporate actions
details in CREST;
-
contact name and number 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 before 1:00 p.m. on
8 May 2024;
and
-
input with the standard delivery instruction
priority of 80.
A TTE Instruction may only
be submitted in respect of a number of Shares, rather than in
respect of a certain value of Shares.
General
The Company, in its
absolute discretion, reserves the right to accept Redemption
Notices or TTE Instructions received after 1:00 p.m. on 8 May
2024.
Shareholders should note
that once a Redemption Notice has been served on the Company or a
TTE Instruction(s) has been submitted, they will be unable to
access or otherwise deal in those Shares pending completion (or
cancellation) of the 2024 Redemption Offer. In the case of
Shareholders who hold their Shares in certificated form (that is,
not in CREST), such restriction shall also apply in respect of all
Shares to which any surrendered share certificates
relate.
Payment of the proceeds of
the 2024 Redemption Offer shall be subject to any requisite
official consents first having been obtained.
Shareholders who have
acquired their Shares in the secondary market (or who are otherwise
not known to the Registrar) may be required to satisfy the
Registrar’s anti-money laundering procedures before the Registrar
is able to settle any payments due to that Shareholder pursuant to
the 2024 Redemption Offer.
Shareholders who
wish to remain invested in the Company in respect of their entire
holding of Shares should
not complete or return
a Redemption Notice or arrange for a TTE Instruction to be
submitted.
-
2024 REDEMPTION OFFER -
RESTRictions FOR OVERSEAS SHAREHOLDERS
Overseas laws and
regulations may restrict the making of the 2024 Redemption Offer to
Shareholders in certain jurisdictions outside the United Kingdom, the Channel Islands and the Isle of Man without compliance by the Company
with any unfulfilled filing, reporting or other requirements. It is
the responsibility of each Overseas Shareholder to satisfy themself
that the 2024 Redemption Offer may be made to them and that, if
relevant, they may accept such 2024 Redemption Offer, and that in
accepting the 2024 Redemption Offer, they have complied with all
relevant overseas filing, exchange control and other requirements
and paid all taxes and fees which may be payable.
The 2024 Redemption Offer
is not being made in or into, or to any Shareholder resident in
Canada, Australia, or Japan. US Shareholders should read this entire
Circular, including the section entitled "Notice for US
Shareholders".
-
TAXATION
The following comments are
intended only as a general guide to certain aspects of current
United Kingdom and Guernsey tax
law and published practice, both of which are subject to change,
possibly with retrospective effect. The comments are not
exhaustive, are of a general nature and do not constitute tax
advice and apply only to Shareholders who (except where indicated)
are resident and (if they are individuals) domiciled for tax
purposes in the United Kingdom who
hold their Shares beneficially as an investment. They are not
intended to be, nor should they be, construed to be legal or tax
advice. They do not address the position of certain classes of
Shareholders such as dealers in securities, insurance companies,
collective investment schemes, or persons who have, or who are
deemed to have, acquired their Shares by reason of or in connection
with an office or employment.
Shareholders who
are in any doubt as to their tax position should consult an
independent professional adviser.
United Kingdom
Taxation
The Company
The Directors have been
advised that, following certain changes to the United Kingdom tax rules regarding
“alternative investment funds” implemented by the Finance Act 2014
and contained in section 363A of the Taxation (International and
other Provisions) Act 2010, the Company should not be resident in
the UK for UK tax purposes. Accordingly, and provided that the
Company does not carry on a trade in the UK (whether or not through
a branch, agency or permanent establishment situated therein), the
Company will not be subject to UK income tax or corporation tax
other than on any UK source income and on certain direct and
indirect disposals of UK real estate (in which case special rules
apply).
Offshore Fund Rules
The Company is an
“offshore fund” for the purposes of the UK’s offshore fund rules.
The Company has obtained from HMRC approval to treat the Company as
a “reporting fund” for these purposes. The Company is therefore
required to calculate its income in accordance with the relevant
rules applicable to offshore reporting funds and report the same to
investors (as described further below).
The statements below
reflect that the Company is an offshore fund approved by HMRC as a
reporting fund. It cannot be guaranteed that this treatment will be
maintained. Any Shareholder who has any doubt as to the effect of
the Company being treated (or not being treated) as such should
consult an appropriate professional adviser.
Any Shareholder who is in
any doubt as to the tax consequences of holding an interest in a
reporting offshore fund, including the tax treatment of reported
income, should consult their own professional advisers without
delay.
Individual
Shareholders
As the holder of an
interest in a reporting offshore fund, UK Shareholders who are
individuals will be subject to UK tax on income by reference to
both:
(i)
distributions
actually received from the Company in respect of the Shares;
and
(ii)
if the
Shareholder is treated as holding Shares at the end of a relevant
reporting period, the amount (if any) by which the reported income
attributable to their Shares exceeds the amount actually
distributed in respect of the Shares for that period (the “excess
reporting income amount”).
Accordingly, such a
Shareholder may be subject to tax on more income than they receive
in respect of such Shares.
If the Company is a bond
fund, distributions received and any relevant excess reporting
income amount will be taxed as if they were payments of interest at
the applicable marginal rate of tax for the individual (as opposed
to being taxed at dividend tax rates).
Broadly, an
offshore fund is treated as a bond fund if, at any time in an
accounting period, more than 60 per cent. of the assets
attributable to it are “qualifying investments”. For these purposes
“qualifying investments” include securities and certain other
interest-bearing or economically similar investments. In this
regard, Shareholders are referred to Chapter 3 Part 6 of the UK
Corporation Tax Act 2009 and Section 378A Income Tax (Trading and
other Income) Act 2005.
The Company will provide
details of any excess reporting income amount per Share to
Shareholders who hold an investment in the Company at the end of
the relevant reporting period.
Reporting periods will
generally be the same as the Company’s accounting
periods.
A disposal of Shares
(which for these purposes will include a redemption of such Shares
for example under the 2024 Redemption Offer) by a Shareholder who
is an individual should (assuming the Shares constitute an interest
in a reporting fund) generally be treated as a disposal of a
capital asset subject to capital gains tax and may, depending on
the Shareholder’s individual circumstances (including the
availability of exemptions, reliefs and allowable losses), give
rise to a liability to capital gains tax. Shareholders should note
that if Shares held by the Shareholder are not, or have ceased to
be, treated as a reporting fund, a disposal (including a
redemption) of such Shares may be subject to UK tax on income,
rather than capital gains tax.
Corporate Shareholders
For Shareholders within
the charge to UK corporation tax, if the Company is not a bond
fund, then dividends actually received (and any excess reporting
income amount) are treated as dividends and should normally be
exempt from corporation tax; and gains realised on a disposal of
Shares should be subject to corporation tax on chargeable
gains.
However, for each
accounting period of the Shareholder during which the Shares have
at any time been a bond fund, the Shares would be treated as if
they were a creditor relationship under the “loan relationships
regime”. For these purposes, the credits and debits to be brought
into account would fall to be determined on the basis of fair value
accounting, and the Shareholder would be taxed (or obtain relief
from tax) in accordance with such accounting treatment.
Accordingly, such persons may be subject to corporation tax on an
unrealised increase in the value of their Shares or, as the case
may be, obtain relief against corporation tax by reference to an
unrealised reduction in the value of their
Shares.
Transactions in
Securities
The attention of
Shareholders is drawn to section 684 of the Income Tax Act 2007
(for individuals) and section 731 of the Corporation Tax Act 2010
(for companies), and associated provisions, pursuant to which in
certain circumstances HM Revenue & Customs may seek to cancel
tax advantages from certain transactions in securities. In the
event that such rules were successfully applied, Shareholders may
be assessed to tax on a basis different from that set out above,
including being taxed on an income basis as opposed to a chargeable
gains basis in respect of their disposal of
Shares.
Guernsey Taxation
Guernsey currently does
not levy taxes upon capital inheritances, capital gains, gifts,
sales or turnover, nor are there any estate duties (save for
registration fees and ad valorem duty for a Guernsey Grant of
Representation where the deceased dies leaving assets in Guernsey
which require presentation of such a Grant).
No stamp duty or similar
tax is chargeable in Guernsey on the issue, transfer or redemption
of shares in the Company, including a redemption of Shares pursuant
to the 2024 Redemption Offer.
PART IV
ADDITIONAL INFORMATION ON THE
COMPANY
-
DIRECTORS’ AND OTHER
INTERESTS
As at 8 April 2024 (being the latest practicable date
prior to the publication of this Circular), the Directors had a
beneficial interest in the following number of
Shares:
Name
|
Number
of Shares
|
Per cent. of
issued ordinary share capital (excluding Shares held in
treasury)
|
Rupert Dorey (and
spouse)
|
25,000
|
0.10
|
Richard
Boleat
|
Nil
|
N/A
|
Huw
Evans
|
5,000
|
0.02
|
Vivien
Gould
|
Nil
|
N/A
|
Josh
Targoff
|
Nil
|
N/A
|
Claire Whittet (and
spouse)
|
2,500
|
0.01
|
Total
|
32,500
|
0.13
|
-
MAJOR SHAREHOLDERS’
INTERESTS
As at 8 April 2024 (being the latest practicable date
prior to the publication of this Circular), insofar as is known to
the Company, the following persons were interested, directly or
indirectly, in five per cent. or more of the issued share capital
of the Company:
Name
|
Number
of Shares
|
Per cent. of
issued ordinary share capital (excluding Shares held in
treasury)
|
Goldman Sachs Securities
(Nominees)
|
5,034,034
|
20.83
|
Chase Nominees
Limited
|
1,743,520
|
7.21
|
BBHISL Nominees
Limited
|
1,646,261
|
6.81
|
-
WARRANTS AND
OPTIONS
As at 8 April 2024 (being the latest practicable date
prior to the publication of this Circular), there were no warrants
or options outstanding to subscribe for equity Shares in the
Company.
-
NO SIGNIFICANT CHANGE IN
FINANCIAL POSITION
There has been no
significant change in the financial or trading position of the
Company since 31 December 2023 (being
the end of the last financial period of the Company for which
audited annual financial information has been
published).
9
April 2024
DEFINITIONS
The following definitions
apply throughout this Circular as well as the Redemption Notice,
unless the context otherwise requires:
"AGM"
|
annual general
meeting
|
"Basic
Entitlement"
|
means the entitlement of
each Shareholder to tender up to 25 per cent. of the Shares
registered in such Shareholder’s name on the Record Date rounded
down to the nearest whole number
|
"Board”
or “Directors"
|
the board of directors of
the Company whose names are set out on page 6 of this
Circular
|
"Business
Day"
|
a day on which the London
Stock Exchange and banks in Guernsey are normally open for
business
|
"Certificated
Shareholder"
|
has the meaning given in
paragraph
1 in
Part III of this
Circular
|
"Circular"
|
this
document
|
"Committee"
|
has the meaning given to
it in Part I of this
Circular
|
"Companies
Law"
|
the Companies (Guernsey)
Law, 2008, as amended from time to time
|
"Company"
|
Third Point Investors
Limited
|
"CREST"
|
the system for the
paperless settlement of trades in securities and the holding of
uncertificated securities operated by Euroclear
|
"CREST
Shareholder" or "Uncertificated
Shareholder"
|
has the meaning given in
paragraph
1 in
Part III of this
Circular
|
"GFSC"
|
the Guernsey Financial
Services Commission
|
"Investment
Manger"
|
Third Point
LLC
|
"Legacy Private
Investments"
|
investments made by the
Master Fund that are traditionally considered venture capital or
private equity other than those with ongoing capital
contributions
|
"Master
Fund"
|
Third Point Offshore
Limited
|
“Net Asset
Value” or “NAV”
|
the total assets of the
Company less its total liabilities (including accrued but unpaid
fees) or, where relevant, the total assets attributable to the
Shares less the total liabilities attributable the Shares
(including the relevant proportion of accrued but unpaid fees) in
each case valued in accordance with the Company’s accounting
policies adopted by the Company from time to time
|
"NAV Determination
Date"
|
30 April
2024
|
"Overseas
Shareholder"
|
a Shareholder resident
outside the United Kingdom, the Channel Islands and the Isle of
Man
|
"RCIS
Rules"
|
the Registered Collective
Investment Scheme Rules and Guidance 2021
|
"Record
Date"
|
6:00 p.m. on 8 May
2024
|
"Redemption
Date"
|
the date on which Shares
will be redeemed pursuant to the 2024 Redemption Offer will be
redeemed, being 14 June 2024
|
"Redemption
Notice"
|
the Redemption Notice for
use by Shareholders holding Shares in certificated form who wish to
participate in the 2024 Redemption Offer
|
"Redemption Offer
Programme"
|
means the 2024 Redemption
Offer and the 2027 Redemption Offer
|
"Redemption
Proceeds"
|
has the meaning given in
paragraph
3 in
Part
I of
this Circular
|
"Regulatory
Information Service"
|
means a primary
information provider service approved to or
|
"RIS"
|
disseminate regulatory
information to the market by the United Kingdom Financial Conduct
Authority
|
"Registrar"
|
Link
Group
|
"Restricted
Shareholders"
|
means Shareholders who are
resident in, or citizens of, a Restricted
Territory
|
"Restricted
Territories"
|
means any of the following
territories: Australia, Canada and Japan or any other jurisdiction
in which the 2024 Redemption Offer may result in the contravention
of any registration or other legal requirement of such
jurisdiction;
|
"Shareholders"
|
holders of
Shares
|
"Shares"
|
the ordinary shares of no
par value in the capital of the Company
|
"Signal
Shares"
|
the online service
accessible via www.signalshares.com
|
"Sterling"
or "£"
|
United Kingdom pounds
sterling
|
"Strategy
Review"
|
has the meaning given to
it in Part I of this
Circular
|
"TTE
Instruction"
|
a transfer to escrow
instruction (as described in the CREST manual issued by Euroclear)
containing the details set out on pages 11 and 12 of this
Circular
|
"US"
|
United
States
|
“USD”
|
US
dollars
|
"US Exchange
Act"
|
the US Securities Exchange
Act of 1934, as amended
|
"US
Shareholders"
|
Shareholders resident in
the United States
|
"2024 Redemption
Offer"
|
has the meaning given in
paragraph 1 of Part
I of
this Circular
|
"2027 Redemption
Offer"
|
has the meaning given in
paragraph 1 of Part
I of
this Circular
|