TIDMTPOU TIDMTPOS
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.
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.
___________________________________________________________________________________
THIRD POINT INVESTORS LIMITED
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registered number 47161)
Proposed Exchange Facility
Notice convening an Extraordinary General Meeting
____________________________________________________________________________
The proposal described in this Circular is conditional on the approval of
Shareholders at an extraordinary general meeting ("Extraordinary General
Meeting" or "EGM"). The Notice of the Extraordinary General Meeting to be held
at the offices of Northern Trust International Fund Administration Services
(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1
3QL, at 11:00 a.m. on 1 December 2021 is set out at the end of this Circular.
The Directors encourage all Shareholders to submit a Proxy Appointment and to
carefully consider whether or not it is appropriate to attend the Extraordinary
General Meeting in person. Any Shareholders from outside Guernsey wishing to
attend the Extraordinary General Meeting in person are advised to check any
restrictions on inbound travel and isolation requirements in response to the
COVID-19 pandemic that may be in place in Guernsey at the intended time
scheduled for the meeting. Up to date information on Guernsey travel and local
restrictions is available at https://covid19.gov.gg/. Updates on any changes to
the proceedings of the Extraordinary General Meeting will be published on the
Company's website www.thirdpointlimited.com and notified by the Company through
a Regulatory Information Service announcement.
Shareholders are requested to submit a Proxy Appointment by one of the
following methods: (i) online via www.signalshares.com ("Signal Shares"); (ii)
in the case of CREST members, by utilising the CREST electronic proxy
appointment service; or (iii) in hard copy form by post, by courier or by hand
to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, in
each case so as to be received by Link Group as soon as possible and, in any
event, not less than 48 hours before the time at which the EGM (or any
adjournment thereof) is to begin. In calculating such 48 hour period, no
account shall be taken of any part of a day that is not a Business Day.
Completion of a Proxy Appointment will not preclude a Shareholder from
attending, speaking and voting in person at the EGM.
Shareholders should note that they will not receive a paper Proxy Appointment
form, but instead are encouraged to appoint a proxy online via Signal Shares.
If you have not previously registered, you can do so by using your Investor
Code ("IVC"), which can be found on your share certificate, or which can be
obtained from the Registrar, Link Group, by calling their helpline on +44 (0)
371 664 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. The helpline is open between 9.00 a.m. and 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales). Shareholders
who wish to return a hard copy Proxy Appointment can obtain a paper form from
Link Group on request.
Capitalised terms used in this Circular shall have the meanings set out in the
section entitled "Definitions" on page 9 of this Circular.
CONTENTS
EXPECTED TIMETABLE. 3
LETTER FROM THE CHAIRMAN. 4
1................ INTRODUCTION AND BACKGROUND. 4
2................ TERMS AND CONDITIONS OF THE 2022 EXCHANGE FACILITY. 5
2.1............. Eligible Shareholders. 5
2.2............. Summary of the terms of the 2022 Exchange Facility. 5
2.3............. Application process. 6
2.4............. Taxation. 6
3................ BENEFITS OF THE PROPOSAL. 6
4................ EXTRAORDINARY GENERAL MEETING.. 7
5................ ACTION TO BE TAKEN BY SHAREHOLDERS IN CONNECTION WITH THE
MEETING.. 7
6................ OTHER MATTERS. 7
7................ DOCUMENTS AVAILABLE FOR INSPECTION. 7
8................ RECOMMATION. 8
DEFINITIONS. 9
NOTICE OF EXTRAORDINARY GENERAL MEETING.. 11
EXPECTED TIMETABLE
EXTRAORDINARY GENERAL MEETING
Circular sent to Shareholders 22 October 2021
Latest time and date of receipt of Proxy 11:00 a.m. on 29 November
Appointments for the Extraordinary General 2021
Meeting
Extraordinary General Meeting 11:00 a.m. on 1 December
2021
Announcement of results of the Extraordinary 1 December 2021
General Meeting
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.
LETTER FROM THE CHAIRMAN
THIRD POINT INVESTORS LIMITED
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registered number 47161)
Directors Registered Office
Steve Bates PO Box 255
Rupert Dorey Trafalgar Court
Huw Evans Les Banques
Joshua L Targoff St Peter Port
Claire Whittet Guernsey
GY1 3QL
22 October 2021
PROPOSED EXCHANGE FACILITY
NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING
Dear Shareholder,
1.INTRODUCTION AND BACKGROUND
On 1 April 2021, the Board announced its "Multi-Pronged Approach to Enhance
Shareholder Value", which comprised a range of measures aimed at enhancing the
strength of the Company and addressing the persistent discount to NAV at which
the Company's Shares trade. Amongst these measures was an innovative, value
accretive exchange facility (the "2021 Exchange Facility"), pursuant to which
Eligible Shareholders would have the opportunity to convert their Shares into
shares of Third Point's flagship Cayman fund, Third Point Offshore Fund, Ltd.
(the "Master Fund").
Following approval of this measure by Shareholders at the Company's annual
general meeting on 8 July 2021, the exchange period under the 2021 Exchange
Facility commenced on 1 October 2021 and will remain open until 15 November
2021. Shares tendered for exchange under the 2021 Exchange Facility are
expected to be redeemed in return for the distribution of Master Fund Shares on
or around the third week of December 2021, following publication of the NAV per
Master Fund Share as at 30 November 2021.
As announced on 1 September 2021, the Company's discount to NAV closed from
approximately 20 per cent. to 10 - 15 per cent. in the five months following
the Board's announcement of the Company's new discount control measures. As at
that date, the price of the Shares had returned 31 per cent. for the
year-to-date and 66 per cent. on a one-year basis. This reflected strong
performances from investments across equities, corporate credit and structured
credit, with notable contributions from Upstart (NASDAQ: UPST) and SentinelOne
(NYSE: S), both of which were initiated in 2015 as venture investments that
have subsequently publicly listed and appreciated more than a hundredfold. As
at 21 October 2021, the Company's discount to NAV closed at approximately 15
per cent.
Against this background, the Board now proposes to offer an exchange facility
again in 2022 (the "2022 Exchange Facility"), whereby Eligible Shareholders
will be able to exchange their Shares for Master Fund Shares at just a 2 per
cent. discount to NAV, down from the 7.5 per cent. discount to NAV applicable
to the 2021 Exchange Facility. The Board also anticipates increasing the number
of Shares which can be exchanged for Master Fund Shares under the 2022 Exchange
Facility to the extent that the 2021 Exchange Facility is undersubscribed,
subject to a maximum of US$75 million worth of Shares (at the prevailing NAV
per Share). Subject to approval by Shareholders, the Board expects for the
offer period in relation to the 2022 Exchange Facility to open in January 2022,
with further details to be announced in due course.
The offering of the 2022 Exchange Facility will be subject to the approval of
Shareholders. Therefore, the Board has posted this Circular to Shareholders in
order to convene the Extraordinary General Meeting for 11:00 a.m. on 1 December
2021, at which it intends to seek Shareholders' approval of the proposed terms
of the 2022 Exchange Facility (as set out in section 2 below). The Notice in
respect of the Extraordinary General Meeting is set out at the end of this
Circular.
2.TERMS AND CONDITIONS OF THE 2022 EXCHANGE FACILITY
2.1Eligible Shareholders
Only Eligible Shareholders will be able to exchange Shares for Master Fund
Shares pursuant to the 2022 Exchange Facility. "Eligible Shareholders" are
Shareholders:
* if in the United Kingdom, (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), (ii) who fall within Article 49(2)(a) to (d) of the Order;
and (iii) to whom Master Fund Shares may otherwise lawfully be marketed;
* if in any other jurisdiction, to whom the Master Fund Shares may lawfully
be marketed;
* who are eligible to hold Master Fund Shares directly pursuant to an
offering and sale exempt from registration under the U.S. Securities Act of
1933 (or otherwise as determined by the Master Fund) and all other
applicable laws and regulations;
* who are not U.S. persons in transactions conducted as "offshore
transactions" for the purposes of U.S. Regulation S, save for limited
exceptions determined by Third Point in the case of U.S. shareholders with
whom Third Point has a relationship and who Third Point has determined to
be highly experienced and sophisticated in investment matters;
* who satisfy all other eligibility and suitability requirements for
investing in the Master Fund Shares, including in connection with all
applicable regulations relating to anti-money laundering; and
* who are not "related parties" of the Company for the purpose of the UK
Listing Rules (including the Directors, Third Point and its group, Daniel
S. Loeb and any "substantial shareholders" as defined in the UK Listing
Rules).
Each Eligible Shareholder interested in utilising the 2022 Exchange Facility
will be required to provide such certifications and verification materials as
the Master Fund and the Company may in their absolute discretion determine
necessary to establish the status of such Shareholder as an Eligible
Shareholder.
2.2Summary of the terms of the 2022 Exchange Facility
Exchanges of Shares for Master Fund Shares will be effected by way of a
redemption of the relevant Shares and an in-specie distribution of Master Fund
Shares by the Company to the exchanging Shareholder.
In order to align with the minimum subscription request amount for the Master
Fund, the minimum aggregate value of Shares which any one Shareholder may
tender for exchange will be US$10 million, based on the prevailing NAV per
Share as at the relevant calculation date. However, the Board may, in its
absolute discretion, waive such minimum amount in relation to any particular
exchanging Shareholder.
Furthermore, exchange requests will be subject to proration at the absolute
discretion of the Board if they are received in respect of Shares worth in
aggregate more than the Maximum Amount based on the prevailing NAV per Share as
at the relevant calculation date. For these purposes, the "Maximum Amount" will
be an amount between US$50 million and US$75 million, with the exact figure to
be determined based on the extent to which the 2021 Exchange Facility is
undersubscribed.
The number of Master Fund Shares a Shareholder participating in the 2022
Exchange Facility will receive will be calculated by reference to a fixed
formula. Consequently, a Shareholder exchanging Shares will receive 98 per
cent. of the number of Master Fund Shares held by the Company that are
attributable to the Shares being exchanged (with adjustments as necessary to
account for leverage, accrued liabilities, cash or other assets held by the
Company). This will effectively result in exchanging Shareholders receiving
Master Fund Shares with an aggregate NAV equal to 98 per cent. of the aggregate
NAV of the Shares being exchanged (calculated by reference to the NAV per Share
and NAV per Master Fund Share as at the relevant calculation date). The
Company's calculation of the number of Master Fund Shares to be distributed
under the 2022 Exchange Facility will be conclusive and binding.
The Company currently holds Class Y Shares in the Master Fund. Prior to
distributing Master Fund Shares to Shareholders participating in the 2022
Exchange Facility, the applicable number of Master Fund Shares held by the
Company will be converted into Class N or Class O Master Fund Shares, by way of
redemption and simultaneous resubscription. Exchanging Shareholders will
therefore receive Class N and Class O Master Fund Shares, which are subject to
a 1.50 per cent. management fee and a 20 per cent. incentive allocation, and
may be redeemed quarterly subject to a 25 per cent. investor-level gate. Class
N and Class O Master Fund Shares are substantially similar, except that Class O
Master Fund Shares are limited in their participation in new issues.
Each converting Shareholder will be required to agree that any redemption
request with respect to the Master Fund will be subject to an initial six-month
lock-up period.
Implementation of the 2022 Exchange Facility will be conditional on:
* the Company satisfying the "shares in public hands" requirement of the UK
Listing Rules immediately following implementation of the 2022 Exchange
Facility; and
* no Shareholder being required to make a mandatory offer pursuant to Rule 9
of the City Code as a result of the implementation of the 2022 Exchange
Facility.
2.3Application process
Eligible Shareholders who wish to tender their Shares for exchange under the
2022 Exchange Facility will be required to follow a substantially similar
application process to that under the 2021 Exchange Facility, as described in
the Company's RNS announcement of 1 October 2021. Eligible Shareholders who
hold their Shares in certificated form (that is, not in CREST) will be required
to execute an application form, a transfer agreement and subscription agreement
to acquire Master Fund Shares (together the "Exchange Application Documents"),
while Eligible Shareholders who hold their Shares in uncertificated form (that
is, in CREST) will be required, instead of completing an application form, to
send a TTE Instruction in respect of the Shares that they wish to tender for
exchange.
Additional terms and conditions relating to the operation of the Exchange
Facility, including the representations and warranties required to be given by
exchanging Shareholders, will be contained in the Exchange Application
Documents. If approved by Shareholders, the Board will announce further details
of the application process in respect of the 2022 Exchange Facility prior to
the opening of the relevant exchange period.
Subject to approval by Shareholders, the Board expects for the offer period in
relation to the 2022 Exchange Facility to open in January 2022, with further
details to be announced in due course.
2.4Taxation
The tax treatment of any exchange of Shares pursuant to the 2022 Exchange
Facility may vary, perhaps significantly, between different types of
Shareholders and between Shareholders in different jurisdictions. It will be
the responsibility of each individual Eligible Shareholder to determine the tax
implications for it of participating in the 2022 Exchange Facility and
investing in the Master Fund Shares.
3.BENEFITS OF THE PROPOSAL
The Board believes that the 2022 Exchange Facility addresses the different
wishes of the Company's Shareholders and the Board has set the terms of the
2022 Exchange Facility in such a way as to encourage new investors into the
Company's Shares. In addition, the Board believes that the 2022 Exchange
Facility will also enhance liquidity of the Company's shares. Eligible
Shareholders are being offered the opportunity to exchange their Shares in the
Company for shares in an open-ended fund (with limited liquidity) by
participating in the 2022 Exchange Facility, whilst Shareholders who wish to
continue holding Shares in the Company may do so by not participating in the
2022 Exchange Facility. Shareholders who wish to remain invested in the Company
(or are ineligible to participate in the 2022 Exchange Facility) will continue
to benefit from the strong investment track record of Third Point via a listed
security on unchanged terms.
In light of the above, the Board considers that implementing the 2022 Exchange
Facility is in the best interests of the Company and the Shareholders as a
whole, irrespective of whether they intend to (or are eligible to) participate
in the 2022 Exchange Facility.
4.EXTRAORDINARY GENERAL MEETING
The implementation of the 2022 Exchange Facility is subject to Shareholder
approval. The Notice convening the Extraordinary General Meeting, to be held on
1 December 2021 at 11:00 a.m. at the offices of Northern Trust International
Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL, is set out at the end of this Circular.
At the EGM, a single ordinary resolution (the "Resolution") will be put to
Shareholders, proposing that the Company be authorised to operate the 2022
Exchange Facility as defined and described in this Circular. In order to become
effective, the Resolution must be approved by a simple majority of the votes
cast by Shareholders present in person or by proxy at the EGM.
The quorum for the EGM shall be two or more Shareholders present in person or
represented by proxy and entitled to vote at the EGM. If within half an hour
after the time appointed for the EGM a quorum is not present, the meeting shall
stand adjourned for seven Business Days at the same time and place or to such
other day and at such other time as the Board may determine, whereupon those
Shareholders then present in person, by their representative or by proxy, shall
form the quorum. No notice need be given in the event of any such adjournment.
5.ACTION TO BE TAKEN BY SHAREHOLDERS IN CONNECTION WITH THE MEETING
Whether or not you intend to be present at the EGM, you are requested to return
a Proxy Appointment by one of the following methods: (i) by logging on to
Signal Shares (www.signalshares.com) and following the instructions; (ii) in
the case of CREST members, by utilising the CREST electronic proxy appointment
service; or (iii) in hard copy form (available on request from the Registrar)
by post, by courier or by hand to Link Group, PXS 1, Central Square, 29
Wellington Street, Leeds LS1 4DL.
The completion and return of a Proxy Appointment will not preclude Shareholders
from attending the EGM and voting in person if they wish to do so (subject to
any restrictions relating to COVID-19 that might be in place in Guernsey on the
date of the EGM).
If a Shareholder appoints someone other than the chairman of the meeting as
their proxy or corporate representative, that proxy or corporate representative
may not be able physically to attend the EGM and/or cast the Shareholder's
vote. As such, the Board encourages all Shareholders to appoint the chairman of
the meeting as their proxy in order to vote on the Resolution being considered
at the EGM.
Shareholders are requested to consider and vote on the Resolution set out in
the Notice at the end of this Circular in person or by proxy, at or before the
EGM. If the Resolution is not approved at the EGM, the Company will not proceed
to implement the 2022 Exchange Facility.
6.OTHER MATTERS
Shareholders will be familiar with the repeated unsuccessful attempts of Asset
Value Investors ("AVI") and three other Shareholders to requisition an
extraordinary general meeting of the Company, to consider Shareholder
resolutions relating to discount control. The views of those requisitionists
have been well aired. The response of the Board to their views, and the Board's
own discount control package, have also been clearly communicated. The Board
has declined to convene the extraordinary general meeting sought by the
requisitionists because the resolution sought would not be binding on the
Company and so would have no legal effect.
Notwithstanding this, AVI and certain other requisitionists have continued to
press for an extraordinary general meeting to be held, which the Board
understands is a means of continuing to draw attention to themselves. Legal
advice remains that such an "Advisory Vote" is flawed in law and as such is an
invalid resolution, and the Board's position remains the same. Nonetheless, to
ensure that these remaining requisitionists have the fullest chance to satisfy
their own concerns, the Board is inviting a discussion of Shareholders at the
Extraordinary General Meeting on discount control, and if Shareholders so wish,
on the issues raised by AVI in its campaign. Open and transparent discussion is
invited. No vote on this matter will be held.
7.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: www.thirdpointlimited.com.
8.RECOMMATION
The Board considers that the proposed 2022 Exchange Facility is in the best
interests of the Company and of Shareholders as a whole. Accordingly, the Board
unanimously recommends Shareholders to vote in favour of the Resolution to be
proposed at the Extraordinary General Meeting. The Directors intend to vote
(or, as the case may be, procure the voting of) their beneficial holdings in
favour of the Resolution in respect of their aggregate holding, including
persons closely associated, of 38,623 Shares. The Directors do not intend to
participate in the 2022 Exchange Facility in respect of those Shares held by
them.
Yours faithfully
Steve Bates
Chairman
22 October 2021
DEFINITIONS
The following definitions apply throughout this Circular, unless the context
otherwise requires:
"2021 Exchange Facility" the exchange facility being offered by the
Company as at the date of this Circular,
pursuant to which Eligible Shareholders may
convert their Shares into Master Fund Shares at
a 7.5 per cent. discount to the prevailing NAV
per Share
"2022 Exchange Facility" the proposed exchange facility to be offered by
the Company in 2022 on the terms set out in this
Circular, pursuant to which Eligible
Shareholders may convert their Shares into
Master Fund Shares at a 2 per cent. discount to
the prevailing NAV per Share
"Board" or "Directors" the board of directors of the Company whose
names are set out on page 4 of this Circular
"Business Day" a day on which the London Stock Exchange and
banks in Guernsey are normally open for business
"Circular" this document
"City Code" the City Code on Takeovers and Mergers
"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
"Eligible Shareholder" has the meaning given in section 2.1 of this
Circular
"Exchange Application has the meaning given in section 2.3 of this
Documents" Circular
"Extraordinary General the extraordinary general meeting of the
Meeting" or "EGM" Shareholders convened for 1 December 2021 at 11:
00 a.m. (or any adjournment thereof)
"FCA" the Financial Conduct Authority of the United
Kingdom and any organisation which may replace
it or take over the conduct of its affairs
"FSMA" the Financial Services and Markets Act 2000, as
amended
"Link Group" a trading name of Link Market Services Limited
"Master Fund" Third Point Offshore Fund, Ltd.
"Master Fund Shares" shares in the capital of the Master Fund
"Net Asset Value" or the total assets of the Company less its total
"NAV" 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
"Notice" the notice convening the Extraordinary General
Meeting, as set out at the end of this Circular
"Order" the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended
"Proxy Appointment" the appointment of a proxy on behalf of a
Shareholder in accordance with the procedures
described in this Circular
"Regulatory Information means a primary information provider service
Service" or "RIS" approved to disseminate regulatory information
to the market by the FCA
"Registrar" Link Group
"Resolution" the resolution being put forward at the
Extraordinary General Meeting relating to
approval of the 2022 Exchange Facility
"Shareholders" holders of Shares
"Shares" ordinary shares in the capital of the Company
"Signal Shares" the online service accessible via
www.signalshares.com
"Third Point" the Company's investment manager, Third Point
LLC
"TTE Instruction" a transfer to escrow instruction (as described
in the CREST manual issued by Euroclear)
"UK Listing Rules" the listing rules made by the FCA under section
74 of the FSMA
THIRD POINT INVESTORS LIMITED
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registered number 47161)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an extraordinary general meeting (the
"Extraordinary General Meeting") of the shareholders of Third Point Investors
Limited (the "Company") will be held at the offices of Northern Trust
International Fund Administration Services (Guernsey) Limited, Trafalgar Court,
Les Banques, St Peter Port, Guernsey, GY1 3QL, on 1 December 2021 at 11:00 a.m.
to consider and, if thought fit, pass the following resolution.
ORDINARY RESOLUTION
A. the Company be authorised to operate the 2022 Exchange Facility, as defined
and described in the Company's circular to its Shareholders dated 22
October 2021 (the "Circular").
Terms defined in the Circular shall have the same meanings in the Resolution
and this Notice, save where the context otherwise requires.
By order of the Board Registered Office:
PO Box 255
For and on behalf of Trafalgar Court
Northern Trust International Fund Les Banques
Administration Services (Guernsey) St Peter Port
Limited Guernsey
as Secretary GY1 3QL
22 October 2021
Notes:
1. A member entitled to attend and vote at the meeting may appoint one or more
proxies to exercise all or any of the member's rights to attend, speak and
vote at the meeting. A proxy need not be a member of the Company but must
attend the meeting for the member's vote to be counted. If a member
appoints more than one proxy to attend the meeting, each proxy must be
appointed to exercise the rights attached to a different share or shares
held by the member. If a member wishes to appoint more than one proxy they
may do so at www.signalshares.com.
2. To be effective, the proxy vote must be submitted at www.signalshares.com
so as to have been received by the Registrar not less than 48 hours
(excluding weekends and public holidays) before the time appointed for the
meeting or any adjournment of it. By registering on the Signal shares
portal at www.signalshares.com, you can manage your shareholding,
including:
- cast your vote
- change your dividend payment instruction
- update your address
- select your communication preference.
Any power of attorney or other authority under which the proxy is submitted
must be returned to the Registrar, Link Group, PXS 1, Link Group, Central
Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper form of proxy is
requested from the Registrar, it should be completed and returned to Link
Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL
to be received not less than 48 hours before the time of the meeting.
1. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations
2001 (as amended), the Company has specified that only those members
registered on the register of members of the Company at close of business
on 29 November 2021 (the "Specified Time") (or, if the meeting is adjourned
to a time more than 48 hours after the Specified Time, by close of business
on the day which is two days prior to the time of the adjourned meeting)
shall be entitled to attend and vote at the meeting in respect of the
number of shares registered in their name at that time. If the meeting is
adjourned to a time not more than 48 hours after the Specified Time, that
time will also apply for the purpose of determining the entitlement of
members to attend and vote (and for the purposes of determining the number
of votes they may cast) at the adjourned meeting. Changes to the register
of members after the relevant deadline shall be disregarded in determining
the rights of any person to attend and vote at the meeting.
2. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the meeting and any
adjournment(s) thereof by using the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
3. In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a CREST Proxy
Instruction) must be properly authenticated in accordance with Euroclear UK
& Ireland Limited's specifications and must contain the information
required for such instruction, as described in the CREST Manual (available
via www.euroclear.com/CREST). The message, regardless of whether it
constitutes the appointment of a proxy, or is an amendment to the
instruction given to a previously appointed proxy must, in order to be
valid, be transmitted so as to be received by the Registrar (ID: RA10) by
the latest time(s) for receipt of proxy appointments specified in Note 3
above. For this purpose, the time of receipt will be taken to be the time
(as determined by the time stamp applied to the message by the CREST
Application Host) from which the issuer's agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST . After this
time, any change of instructions to proxies appointed through CREST should
be communicated to the appointee through other means.
4. CREST members and, where applicable, their CREST sponsors or voting service
providers should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service provider(s),
to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings (
www.euroclear.com/CREST).
5. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001 (as amended).
6. Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
member provided that they do not do so in relation to the same shares.
7. Any electronic address provided either in this Notice or in any related
documents (including any form of proxy) may not be used to communicate with
the Company for any purposes other than those expressly stated.
8. If you need help with voting online, or require a paper proxy form, please
contact our Registrar, Link Group by email at enquiries@linkgroup.co.uk, or
you may call Link on 0871 664 0391 if calling from the UK, or +44 (0) 371
664 0391 if calling from outside of the UK. Link Group are open between
9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Submission of a Proxy vote shall not preclude a member
from attending and voting in person at the meeting in respect of which the
proxy is appointed or at any adjournment thereof.
END
(END) Dow Jones Newswires
October 22, 2021 08:06 ET (12:06 GMT)
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