Third Point Offshore
Investors Limited (the "Company")
(a closed-ended investment company incorporated with limited
liability under the laws of
Guernsey with registered number 47161)
LEI:
549300WXTCG65AQ7V644
Corporate
Update
2 May 2018
Third Point Offshore Investors Limited
– Corporate Update
2 May 2018
The Board of Third Point Offshore Investors Limited (“TPOIL” or
the “Company”) is pleased to announce additional proposed corporate
changes following the Corporate Update released on 1 March
2018. TPOIL is a closed-end, London-listed feeder into Third Point Offshore
Fund, Ltd. (the “Master Fund”), the flagship hedge fund managed by
Daniel S. Loeb’s Third Point LLC (the “Investment Manager”).
Transfer to Premium Listing
The Board has initiated the process to pursue amendments to the
Company’s voting rights structure that are necessary to permit the
transfer from the standard listing segment of the Official List to
the premium listing segment of the Official List (“Premium
Listing”) and potential inclusion in the FTSE UK Index
Series. In connection with the proposed transfer to a Premium
Listing, the Company also plans to propose the conversion of its
outstanding Sterling class of shares into USD shares, but will
maintain a Sterling quote alongside the USD quote.
Repurchase Policy
The Board is focused on ensuring an alignment of the Company’s
capital allocation policy with the Company’s investment style,
while taking into account shareholder views of best
practices. Under its historical “buy-back” policy, the
Company did not repurchase its shares directly. Instead, the
Master Fund began purchasing TPOIL shares in December 2007 and has since purchased 12% of
outstanding shares in aggregate, all of which continue to be held
by the Master Fund for the benefit of the Company. This
approach has historically provided TPOIL shareholders with a
levered return stream and has resulted in a substantial increase to
TPOIL’s NAV. While this method has been beneficial to
shareholders, it is clear to the Board that a more traditional
share repurchase and cancellation by the Company is the preferred
method of discount management and the Board has decided to adopt
this practice moving forward.
In addition, after consultation with the Investment Advisor, the
Board has approved the repurchase and cancellation of 5% of the
outstanding shares in aggregate. The shares to be cancelled
are currently held by the Master Fund. For technical reasons,
it is proposed the cancellation will occur as soon as practicable
after the conversion of the outstanding Sterling class of shares
into USD shares. The result will be a reduction of TPOIL
shares outstanding by 5% and a concurrent adjustment to the Net
Asset Value (“NAV”) of all outstanding TPOIL shares. The
Board intends, dependent on the Master Fund’s performance, to
purchase and cancel the remaining TPOIL shares held by the Master
Fund in 2019 or, if necessary, thereafter. The Master Fund
has committed not to sell any shares it continues to hold while
awaiting cancellation unless the share price is at or above the
NAV. The Board will separately continue to monitor the
Company’s rating following the proposed Premium Listing and may, at
its discretion, engage opportunistically in future share
repurchases by causing the Company to purchase such shares in the
open market and cancel them upon such purchase.
This new approach to share purchases and cancellations will
replace the previously held dividend policy. The dividend
policy was in place from 2012 through 2018 and resulted in total
dividend payments of $194
million. Such dividends were funded by redemptions
from the Master Fund. The planned repurchase and cancellation of
Master Fund-held shares will result in an additional approximately
$100 million reduction to NAV.
Upon completion, the Company will have reduced NAV through
dividends and repurchases by approximately $300 million over the life of TPOIL.
For further information, please visit the Company’s website
(www.thirdpointoffshore.com) which was developed and is maintained
to provide information and transparency to current and prospective
investors.