REG-Third Point Investors Ltd: Annual Report & Audited Financial Statements for the Period Ended 31 December 2024
17/04/2025 07:02
17 April 2025
Third Point Investors Limited (the "Company")
ANNUAL Report & AUDITED FINANcIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER
2024
Third Point Investors Limited, the London-listed, multi-strategy investment
company managed by Third Point LLC (the “Investment Manager”), is pleased
to announce the full-year results for the year ended 31 December 2024.
Financial and Portfolio Key Points
* The Company returned 25.5% on a NAV total return basis and 28.7% on a share
price basis. This represented an outperformance of the 19.2% return for the
MSCI World Index and the 25.0% return for the S&P 500 Index over the same
period.
* Returns were driven by positive results across all strategies, including
Equities (+20.3% gross contribution to Master Fund return), Corporate Credit
(+2.2% gross), Structured Credit (+1.6% gross), and Privates (+5.0% gross).
* Within Equities, Third Point’s rotation into consumer discretionary,
financials, and industrials names helped it capture the upside of the
post-election rally in the US. The Investment Manager also benefited from its
conviction that the AI theme would continue to drive value.
* Within Credit, positions in cable and telecoms and residential mortgage
exposures were the main contributors in the Corporate and Structured Credit
portfolios, respectively.
* Within Privates, the key contributor to the positive return was Third
Point’s position in R2 Semiconductor, which settled a dispute with another
company and produced a significant gain.
* During Q1 2025, market sentiment began to shift to the fragility of global
growth thanks to growing concern about US-imposed tariffs and cutbacks in
government spending. Third Point was proactive in reducing its exposures
starting in Q1 2025 and more recently in April when the Trump
Administration’s reciprocal tariffs were first announced.
* While currently in a more defensive stance than where it ended the year, the
Investment Manager believes caution is warranted given the disruption caused
by constantly shifting narratives from policymakers. Third Point anticipates
that these forceful swings in asset prices should present opportunities in
equities and credit, so having additional cash to deploy may be
beneficial.
Operational Key Points
Discount Control
* During the year the Company bought back a total of 1.14 million shares with
a value of $24.7 million via the ongoing buyback programme. The buyback
programme was conducted at a weighted average discount of 23.1% and was
accretive by $0.35 per share.
* In April 2024 the company held a Redemption Offer for 25% of outstanding
shares at a 2% discount to NAV. This offer was fully subscribed and around 6
million shares were redeemed in cash for approximately $158 million.
* During the year, including buybacks, the total value of the c.7.2 million
shares redeemed was c.$183 million. The $20 million buyback programme which
commenced in September 2024 was completed in March 2025.
Governance
* In May 2024, all of the resolutions at the Annual General Meeting were
passed comfortably.
* During 2024, the Board appointed Dimitri Goulandris and Liad Meidar as
Directors.
* Josh Targoff stepped down from the Board at the AGM but continues to have an
active role as Board Observer and adviser to the Board. After the year-end,
Vivien Gould confirmed her wish to step down from the Board following the
conclusion of what proved to be the initial phase of the Strategy Review.
* On 22 April 2024, the Board of Directors of Third Point Investors Limited
(the “Board”) announced the creation of a Strategy Committee (the
“Committee”) tasked with conducting a strategy review to consider how the
Company may best deliver value to shareholders going forward.
* On 11 December 2024, the Company announced that the Committee had identified
a compelling strategic option and that it would use the first quarter of 2025
to work expeditiously with its advisors to fully diligence this option to
complete its assessment and present its detailed findings and recommendations
to the Board.
Rupert Dorey, Chair of the Company, commented:
“The Committee is pleased to confirm that it has made significant progress
and is in the advanced stages of diligence and negotiations on this option. As
announced in the Strategy Review Update on 3rd April 2025, the Committee
currently expects to be able to recommend to the Board that it puts forward
its proposals to shareholders in May 2025. The Board looks forward to engaging
with shareholders on this option.”
Media Enquiries
Charles Ryland / Henry Wilson
charles.ryland@buchanancomms.co.uk / Tel: Tel: +44 (0)20 7466 5107
henry.wilson@buchanancomms.co.uk / Tel: +44 (0)20 7466 5111
Notes to Editors
About Third Point Investors Limited
www.thirdpointlimited.com
Third Point Investors Limited (LSE: TPOU) was listed on the London Stock
Exchange in 2007 and is a feeder fund that invests in the Third Point Offshore
Fund (the Master Fund), offering investors a unique opportunity to gain direct
exposure to founder Daniel S. Loeb’s investment strategy. The Master Fund
employs an event-driven, opportunistic strategy to invest globally across the
capital structure and in diversified asset classes to optimize risk-reward
through a market cycle. TPIL’s portfolio is 100% aligned with the Master
Fund, which is Third Point’s largest investment strategy. TPIL’s assets
under management are currently $567 million as at 31 December 2024.
About Third Point LLC
Third Point LLC is an institutional investment manager that actively engages
with companies across their lifecycle, using dynamic asset allocation and an
ethos of continuous learning to drive long-term shareholder return. Led by
Daniel S. Loeb since its inception in 1995, the Firm has a 46-person
investment team, a robust quantitative data and analytics team, and a deep,
tenured business team. Third Point manages approximately $11.7 billion in
assets for sovereign wealth funds, endowments, foundations, corporate & public
pensions, high-net-worth individuals, and employees.
Third Point Investors Limited offers a unique access point to Daniel Loeb’s
Third Point LLC. Third Point LLC adopts an active and engaged approach to
global investing for investors wishing to diversify their portfolios.
Unconstrained in style and free of benchmark confinement, Daniel Loeb’s
investment speciality is to pivot opportunistically across asset classes,
seeking to optimise risk-adjusted returns over the longer term.
Why Third Point Investors?
Exposure to the flagship Third Point Master Fund
As a UK-listed Company, Third Point Investors Limited (TPIL) offers investors
a unique and efficient access point to Third Point LLC’s (“Third Point”
or the “Investment Manager”) flagship Master Fund, which has delivered
attractive risk-adjusted returns to investors since its inception in 1995.
Different pillars of investment strategy
Third Point’s investment strategy centres on four distinctive pillars:
activism; fundamental and event driven equities; credit; and private markets
(ventures). CIO Daniel Loeb is responsible for overall capital allocation
across these strategies, according to his reading of market conditions.
Unconstrained and agile
The Investment Manager opportunistically pivots across asset classes, capital
structure and geographic domicile according to where it sees good potential
risk-adjusted returns. It is not a benchmark-driven fund and therefore it
provides what it believes is a differentiated approach and outcome for global
investors seeking diversification.
Constructivist engagement
Third Point aims to derive long term value through various forms of
constructivist engagement with companies in which it invests. It also pursues
event-driven opportunities, identifying misunderstood catalysts such as M&A
and special situations that Third Point believes will unlock value.
Always striving to improve
The Investment Manager’s cultural philosophy values teamwork and
improvement. It respects the Japanese business concept of Gemba Kaizen, which
takes into consideration the skills of the entire organisation, with the
understanding that even the smallest of adjustments will create value over
time.
Governance
TPIL is a Guernsey-domiciled, London-listed investment company which is a
member of the Association of Investment Companies (AIC) in the UK. All
directors on the board are independent of the Investment Manager.
Historical Performance
As at 31 December 2024
Annualised Historical Performance (%)
1 Year 3 Year 5 Year 10 Year Since TPIL Inception
Third Point Investors Limited (NAV) 25.5 -0.5 8.6 7.3 8.2
Third Point Investors Limited (Share Price) 28.7 -3.3 9.0 5.2 7.3
S&P 500 Index 25.0 8.9 14.5 13.1 10.3
MSCI World Index 19.2 6.9 11.7 10.6 7.5
Net Asset Value per Share
25.5%
2024: $31.91
2023: $25.43
Share Price
28.7%
2024: $25.10
2023: $19.50
Chairman’s Statement
Dear Shareholder,
Performance review
The Company performed strongly in 2024. In the year ending 31 December 2024,
the Company’s NAV rose by 25.5%, while the share price rose by 28.7%,
assisted by the discount narrowing by 2 percentage points to 21.3% at year
end.
During the comparable period, the S&P 500 and MSCI All World Index rose by
25.0% and 19.2%, respectively, with a significant portion of the index returns
being driven by a concentrated performance from large cap technology and
AI-themed equities.
The Company’s portfolio benefitted from its diverse exposure to equities,
many of which were uncorrelated to the broader equity indices.
All strategies in the portfolio generated a positive gross attribution, with
equities contributing 20.3%, Credit Strategies 3.1% and Privates 5%.
Portfolio Drivers
Positive thematic returns in fundamental, event driven, and certain
idiosyncratic equity exposures differentiated the portfolio from returns in
market indices. The rotational change into more value-oriented names in the
industrials/materials and financials sectors before the US election proved to
benefit the portfolio in the post-election equity rally. Please refer to the
Investment Manager’s Review.
Fixed Income exposure in both corporate high yield and structured credit was
notable with an outperformance against the ICE BofA US High Yield Index and
Bloomberg US Aggregate Bond Index of 480bps and 130bps, at 13% and 8.3% gross
returns, respectively.
In Privates, R2 Semiconductor stood out as the portfolio’s single largest
contributor to attribution at 5%, generating a 38% gross return following a
dispute resolution.
Outlook
During Q1 2025, market sentiment began to shift to the fragility of global
growth thanks to growing concern about US-imposed tariffs and cutbacks in
government spending. Third Point was proactive in reducing its exposures
starting in Q1 2025 and more recently in April when the Trump
Administration’s reciprocal tariffs were first announced.
While currently in a more defensive stance than where it ended the year, the
Investment Manager believes caution is warranted given the disruption caused
by constantly shifting narratives from policymakers. Third Point anticipates
that these forceful swings in asset prices should present opportunities in
equities and credit, so having additional cash to deploy may be beneficial.
Discount Management and Redemption Offer
During the year the Company bought back a total of 1.14 million shares with a
value of $24.7 million via the ongoing buyback programme. The buyback
programme was conducted at a weighted average discount of 23.1% and was
accretive by $0.35 per share. In April 2024 the company held a Redemption
Offer for 25% of outstanding shares at a 2% discount to NAV. This offer was
fully subscribed and around 6 million shares were redeemed in cash for
approximately $158 million. During the year, including buybacks, the total
value of the 7.2 million shares redeemed was $183 million. The $20 million
buyback programme which commenced in September 2024 was completed in March
2025.
Annual General Meeting
In May 2024, all of the proposed resolutions were passed comfortably.
Governance
During 2024, the Board appointed Dimitri Goulandris and Liad Meidar as
Directors.
Josh Targoff stepped down from the Board at the AGM, but continues to have an
active role as Board Observer and adviser to the Board. After the year-end,
Vivien Gould confirmed her wish to step down from the Board following the
conclusion of what proved to be the initial phase of the Strategy Review.
Strategy Review & Outlook
On 22 April 2024, the Board of Directors of Third Point Investors
Limited (the “Board”) announced the creation of a Strategy Committee (the
“Committee”) tasked with conducting a strategy review to consider how the
Company may best deliver value to shareholders going forward.
On 11 December 2024, the Company announced that the Committee had identified a
compelling strategic option and that it would use the first quarter of 2025 to
work expeditiously with its advisors to fully diligence this option to
complete its assessment and present its detailed findings and recommendations
to the Board.
The Committee is pleased to confirm that it has made significant progress and
is in the advanced stages of diligence and negotiations on this option. As
announced in the Strategy Review Update on 3 April 2025, the Committee
currently expects to be able to recommend to the Board that it puts forward
its proposals to shareholders in May 2025.
The Board looks forward to engaging with shareholders on this option.
Rupert Dorey
Chairman
16 April 2025
PORTFOLIO
Investment Manager’s Review
Strategy Performance Review and Outlook
For the 12 months ended 31 December 2024, Third Point Investors Limited’s
net asset value (NAV) per share increased by 25.5%, while the corresponding
share price gained 28.7%. This compares with the MSCI World Index and S&P 500
Index returns of 19.2% and 25.0%, respectively. Meanwhile, the HFRI Event
Driven Index returned 8.7% for the year. The Company’s share price return
included the effects of the discount to NAV tightening slightly from 23.3% to
21.3%.
Third Point’s returns for 2024 were driven by positive results across all
strategies, including Equities (20.3% gross contribution to Master Fund
return), Corporate Credit (2.2% gross contribution), Structured Credit (1.6%
contribution) and Privates (5.0% contribution). We touch on more detail for
each of these asset classes, as well as their respective outlooks, below.
Equities
Throughout 2024, the Investment Manager highlighted its diversified portfolio
of equity investments, some with event driven catalysts, others with quality
characteristics, and several idiosyncratic themes that differentiated its
return makeup from broad indices. As market returns broadened out from large
cap technology starting in the second half of the year, Third Point believes
that it was well positioned to take advantage. Portfolio rotation into
consumer discretionary, financials, and industrials names helped the
Investment Manager capture the upside of the post-election rally in the US.
Third Point also benefited from its conviction that the AI theme would
continue to drive value, both at the component level – which includes chip
manufacturers such as TSMC and power companies like Vistra – as well as the
infrastructure layer, which includes the companies that provide computing
infrastructure like Amazon.
Looking forward, recent events have underscored the importance of employing
second-order thinking about new headlines in general, and certain policy
declarations in particular. In this environment, an unemotional response,
independent of one’s political views, is critical to making good investment
decisions. For example, in Q1 2025, DeepSeek, the Chinese LLM application,
caused a panic in technology markets, calling into question everything from
the future demand for Nvidia chips to power demand for data centres. Initial
reports that the app was built on open-source data on antiquated chips by
moonlighting hedge fund quants were subsequently debunked. This is not to say
that DeepSeek is not a stunning breakthrough, but Third Point believes the
initial reaction seems to have been overdone. There are many companies such as
Meta and others that will likely benefit from the technology, in the
Investment Manager’s view.
More recently, markets have fluctuated wildly due to on-again, off-again
concerns about a global trade war, which is feared to tip the US and other
countries into a recession if pursued to extremes. Third Point has moved to
reduce its equity exposures to manage risk during this time of uncertainty,
but also to accumulate cash to deploy as the broad dislocation could lead to
potential investment opportunities in equities and credit.
Corporate Credit
Third Point’s Corporate Credit book generated a 13.0% gross return,
approximately 480 basis points ahead of the ICE BofA US High Yield Index. This
performance was led in part by strong performance in cable/telecom credits,
where spreads started the year wider than the broader high yield market, but
compressed over the course of the year.
Rates enjoyed a relief rally on the December CPI print, but 10-year Treasury
yields are back to just under 4.5%, approximately 300 basis points higher than
the 2020/21 average. Third Point believes that the high yield Class of
2020/21, which saw record volumes of leverage buyouts financed at high
valuations and record low yields, will face significant credit stress as their
debt matures over the next few years. While defaults have been very low, there
are already increased instances of debt exchanges and the Investment Manager
anticipates that this pace will increase, especially if interest rates remain
near current levels, let alone move higher.
Third Point believes Liability Management Exercises, (LMEs) have become the
most engaging distressed credit opportunities. LMEs involve an out of court
exchange offer where a sponsor is seeking to reduce the principal amount of
debt, reduce interest expense and/or extend maturities. While the goal (extend
the runway for the equity, perhaps forestall a large write down) and rules of
these exchanges (generally the “waterfall” of creditor priority is
attacked through covenant loopholes) are different from an in-court
bankruptcy, the investment opportunities are similar. On the front end, active
participation in an LME process can create new securities at very attractive
levels. On the back end, there is sometimes a very attractive “post-LME”
technical where creditors are eager to exit following the process for several
reasons. On a fundamental level, post-LME credits often have a robust capital
structure, longer liquidity runways and better covenant packages.
That said, not all LMEs are true fixes. While it’s relatively rare to see a
company (outside those in secular decline) undergo bankruptcy twice (the
ignominious “Chapter 22”), it’s interesting to note that about 40% of
credits that undergo out-of-court exchanges ultimately file for bankruptcy
anyway. As a result, credit selection remains important.
At present, Third Point has invested in five situations that have undergone
LMEs in the last year. It is invested in another eight that it anticipates
will undergo LMEs in the next six months. Overall, recent, current and
prospective LME situations represent almost half of the firm’s current
corporate credit portfolio, or over $700 million. Third Point expects this
area to be an important source of alpha in the coming quarters.
As of this writing, high yield spreads have widened in the wake of tariffs and
global growth concerns. These spreads are now closer to the 30-year median,
but if history is any guide, they don’t tend to stay at the median. The
Investment Manager’s expectation is that if the volatility persists, it
could potentially push spreads wider. While the direction of travel will not
likely be straight down, Third Point believes this volatility will provide
additional opportunities in distressed credit.
Structured Credit
Third Point’s Structured Credit book generated an 7.8% gross return, well
ahead of the 1.3% return of the Bloomberg US Aggregate Bond Index. In 2024,
three major themes drove returns and Third Point expects these same trends
will create interesting opportunities over the next 18 months. Although the
new Administration’s trade policy is currently at the forefront,
deregulation is also expected to be a key policy element, which the Investment
Manager believes would be a positive tailwind for structured credit given the
high regulatory capital charges for banks since 2009. Given structured credit
spreads are wider to every other asset class, the firm anticipates more spread
compression in 2025. These three themes are:
Rates and Mortgages: The Investment Manager called five unrated
reperforming mortgage deals this year, monetising approximately 25% and
refinancing into rated securitisations where it sold AAAs through single A.
Third Point now owns rated tranches with increased liquidity and potential
upside for spread duration as insurance companies look for rated assets.
Residential mortgages continue to be a source of strength for the consumer,
with borrowers still holding, on average, 50% equity in their homes. There are
early signs of a slowdown in subprime, viewed through consumer unsecured and
subprime auto loans and Third Point has reduced exposure in those sectors.
Securities vs. Loans: While headlines in structured credit last year were
dominated by synthetic risk transfer (SRT) and portfolio sales, Third Point
focused on opportunistic trades like auto ABS and non-qualified mortgage BBs.
The firm was very active in both loan purchases and SRT about three years ago
when gross IRR expectations were in the mid- to high-teens. Today, the
Investment Manager feels that market is crowded with advertised yields in the
teens, but actual returns below 10%. In contrast, Third Point focused on
generating alpha through secondary trading. As more fixed income moves to both
insurance and private credit funds, the Investment Manager has been able to
source, in its view, compelling risk-adjusted returns through active trading
and providing liquidity when money managers need it. Insurance companies have
spurred a technical bid up of mortgage loans, but Third Point is finding
100-200 basis points of wider spread in the BB tranches with credit support.
Credit Spread Tightening: While the investment grade corporate index ended
the year at all time tights in the mid-40s basis points, Third Point believes
structured credit still has room to rally. As an example, residential mortgage
backed AAAs are between a 115-135 basis point spread at the beginning of 2025,
compared to the historical tights in 2021 in the 60s.
Looking forward, bank M&A activity is expected to increase, which will likely
result in more banks selling consumer and mortgage loan portfolios. Third
Point will be opportunistic on smaller portfolios where it expects to get paid
a high-single digits unlevered yield on the loans with the ability to create
mid-teens returns on our retained exposure.
Privates
Third Point’s Privates portfolio generated a 38.7% gross return for 2024, a
result that was generated by a single position in R2 Semiconductor. In March
2024, Third Point first disclosed that it was supporting R2 Semiconductor, a
company that the firm invested in over 15 years earlier, as R2 sought to
enforce its patented technology against Intel. The technology, developed by
R2’s Founder David Fisher, relates to integrated voltage regulation, which
plays an essential part in reducing power consumption by microchips while
maintaining product reliability. At the end of August, Intel announced that
its dispute with R2 had been fully settled in all jurisdictions. The terms are
confidential, but Third Point is pleased with the outcome, which resulted in a
significant gain in the position for the year.
Elsewhere in Third Point’s Privates portfolio, valuations in aggregate have
remained slow to rebound from depressed levels. However, the Investment
Manager believes many of the companies in its Expansion Stage venture
portfolio have been developing relevant technology in line with what the firm
underwrote, executing well, have continued to be thoughtful conservators of
investor capital (aided by Third Point’s active presence on their Boards),
and have taken exits where appropriate through M&A and secondaries. These
investments are focused on Third Point’s core investing areas of Enterprise
Cybersecurity, AI-Powered Automation Software, and Data Infrastructure, all
areas where the Investment Manager is seeing resilient enterprise spend
prioritisation continue to play out.
Third Point LLC
Portfolio Analysis
As at 31 December 2024
Exposure
Portfolio Detail1 Long Short Net2
Equity
Activism/Constructivism 0.0% 0.0% 0.0%
Fundamental & Event 111.5% -25.6% 85.9%
Portfolio Hedges3 0.0% -9.4% -9.4%
Total Equity 111.5% -35.0% 76.5%
Credit
Corporate & Sovereign 17.5% -0.5% 16.9%
Structured 21.0% 0.0% 21.0%
Total Credit 38.5% -0.6% 37.9%
Privates 5.3% 0.0% 5.3%
Other4 2.3% 0.0% 2.3%
Total Portfolio 157.6% -35.5% 122.1%
Exposure
Equity Portfolio Detail1 Long Short Net2
Equity Sectors
Consumer Discretionary 17.1% -1.1% 16.0%
Consumer Staples 0.8% -0.8% 0.0%
Utilities 12.4% -2.1% 10.3%
Energy 3.1% -2.3% 0.8%
Financials 24.9% -3.6% 21.3%
Healthcare 6.8% -2.1% 4.7%
Industrials & Materials 28.4% -7.3% 21.1%
Enterprise Technology 10.6% -1.8% 8.8%
Media & Internet 7.4% -4.5% 2.9%
Portfolio Hedges3 0.0% -9.4% -9.4%
Total 111.5% -35.0% 76.5%
1 Unless otherwise stated, information relates to the Third Point Offshore
Master Fund L.P. Exposures are categorised in a manner consistent with the
Investment Manager’s classifications for portfolio and risk management
purposes.
2 Net equity exposure is defined as the long exposure minus the short exposure
of all equity positions (including long/short, arbitrage, and other
strategies), and can serve as a rough measure of the exposure to fluctuations
in overall market levels. The Investment Manager continues to closely monitor
the liquidity of the portfolio and is comfortable that the current composition
is aligned with the redemption terms available to the Company by virtue of its
holding of Class YSP shares.
3 Primarily broad-based market and equity-based hedges.
4 Includes currency hedges and macro investments. Rates and FX related
investments are excluded from the exposure figures.
The sum of long and short exposure percentages may not visually add to the
corresponding net figure due to rounding.
Investment Team
Daniel S. Loeb
CEO & CIO
Daniel S. Loeb is CEO of Third Point LLC, founded in 1995. Daniel has served
on five publicly traded company boards: Ligand Pharmaceuticals; POGO Producing
Co.; Massey Energy; Yahoo!; and Sotheby’s. Daniel’s philanthropic
activities are driven by principles of individual human rights, including
fighting against inequality and discrimination and for policies that lead to
greater economic opportunity for all. Daniel graduated from Columbia
University with an A.B. in economics in 1983, endowed the Daniel S. Loeb
Scholarship for undergraduate study there, and received the school’s John
Jay Award for distinguished professional achievement. In October 2020, he was
awarded the Alexander Hamilton Award for his philanthropic service by the
Manhattan Institute.
Ian Wallace
Partner & Head of Credit
Ian Wallace joined Third Point in 2009. Prior to joining Third Point, Ian was
the Managing Member of River Run Management, LLC, which he founded in 1999.
River Run was a hedge fund focused on high yield and distressed investments
and the firm shared office space with and partnered with Third Point on many
successful distressed investments from 2000-2004. From 1989 to 1998, Ian was a
Managing Director with Oak Hill, an affiliate of the Robert M. Bass Group.
Prior to Oak Hill, Ian was a Vice President in the High-Yield Research group
at First Boston, and a staff accountant at Arthur Andersen & Co. Ian graduated
from the University of Washington with a B.A. in Business Administration.
Shalini Sriram
Managing Director & Head of Structured Credit
Shalini Sriram is the Head of Structured Credit at Third Point and sits on the
firm’s risk committee, overseeing a range of investments from residential
and commercial mortgage-backed securities to the intersection of consumer
finance and technology. Prior to joining Third Point in 2017, Shalini invested
in structured credit at Scoggin Capital. From 2006 to 2012, Shalini was an
Executive Director at Morgan Stanley, and Head of ABS CDO and RMBS trading.
From 2002 to 2006, Shalini was an associate at Banc of America Securities on a
proprietary ABS trading desk where she first structured and then traded CDOs.
Shalini received a B.A. in Economics cum laude in three years from Wellesley
College and an MBA from Columbia Business School.
Rob Schwartz
Managing Partner, Third Point Ventures
Since June 2000, Rob has been Managing Partner of Third Point Ventures, the
Menlo Park, California based venture capital arm of Third Point LLC. Rob is
presently a director of NextSilicon, Verbit, Sysdig, Kentik, Kumu Networks,
Aryaka, R2 Semiconductor, YellowBrick Data, Ushur, and Trullion. Previously,
for 23 years, he was the President of RF Associates North, a privately held
communications semiconductor manufacturer’s representative firm. Rob holds a
multi-discipline engineering degree from the University of California at
Berkeley.
GOVERNANCE
Directors
Rupert Dorey (Chairman)
Rupert is a Guernsey resident and has over 35 years of experience in financial
markets. Rupert was at CSFB for 17 years from 1988 to 2005 where he
specialised in credit related products, including derivative instruments where
his expertise was principally in the areas of debt distribution, origination
and trading, covering all types of debt from investment grade to high yield
and distressed debt. He held a number of positions at CSFB, including
establishing CSFB’s high yield debt distribution business in Europe, fixed
income credit product coordinator for European offices and head of UK Credit
and Rates Sales. Since 2005 he has been acting in a non-executive directorship
capacity for a number of Hedge Funds, Private Equity & Infrastructure Funds,
for both listed and unlisted vehicles. He is former President of the Guernsey
Chamber of Commerce. Rupert has extensive experience as both Director and
Chairman of exchange listed and unlisted funds. He has served on boards with
18 different managers, including Apollo, Aviva, Cinven, CQS, M&G and Partners
Group.
Directorships in other public listed companies:
None.
Richard Boléat
Richard Boléat is a Jersey resident and is a Fellow of the Institute of
Chartered Accountants in England & Wales, having trained with Coopers &
Lybrand in Jersey and the United Kingdom. Richard led Capita Group plc’s
financial services client practice in Jersey until September 2007, when he
left to establish Governance Partners, L.L.P., an independent corporate
governance practice. He currently also acts as audit committee chairman of M&G
Credit Income Investment Trust plc, which is listed on the London Stock
Exchange, along with a number of other substantial collective investment and
investment management entities established in Jersey, the Cayman Islands and
Luxembourg. He is regulated in his personal capacity by the Jersey Financial
Services Commission.
Directorships in other public listed companies:
M&G Credit Income Investment Trust plc (London Stock Exchange).
Huw Evans
Huw Evans qualified as a Chartered Accountant with KPMG (then Peat Marwick
Mitchell) in 1983. He subsequently worked for three years in the Corporate
Finance department of Schroders before joining Phoenix Securities Limited in
1986. Over the next twelve years he advised a wide range of companies in
financial services and other sectors on mergers and acquisitions and more
general corporate strategy. Since moving to Guernsey in 2005, he acted as a
professional non-executive Director of a number of Guernsey based companies
and funds and is currently chair of VinaCapital Vietnam Opportunity Fund
Limited. He holds an MA in Biochemistry from Cambridge University. He moved
back to the UK in 2023 and is now UK resident.
Directorships in other public listed companies:
VinaCapital Vietnam Opportunity Fund Limited (London Stock Exchange).
Dimitri Goulandris
Dimitri established and runs The Cycladic Group, 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 the combined revenues of companies
controlled by the Group total over $100 million. Dimitri is also an active
board member of and investor in a number of other businesses, and chairs Plain
English Finance Limited, Anemoi Marine Technologies and Talk Education.
Dimitri previously established and managed The Cycladic Catalyst Fund, an
investment fund focused on publicly- quoted small cap companies, and set up
the European operations of the private equity firm Whitney & Company. He spent
eight years at Morgan Stanley in its private equity group, structuring
derivative products and executing mergers and acquisitions in New York and
London. Dimitri received a Master’s degree in Electrical and Electronics
Engineering from Cambridge University and an MBA from Harvard Business School.
Directorships in other public listed companies:
None.
Liad Meidar
Liad is Founder and Managing Partner of Gatemore Capital Management which he
established in 2005. He started Gatemore’s turnaround and activist strategy
in 2015 and is portfolio manager of Gatemore Special Opportunities Fund,
launched in 2018 to house the strategy. In 2021, he formed GVP Climate as a
subsidiary in partnership with its Chairman and CIO, Brett Olsher, to invest
in early stage clean technology companies. Liad 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 Survivor Net,
Inc., an oncology focused digital media and pharma services company.
He received an AB in economics from Princeton University and serves on the
Dean’s Advisory Council.
Directorships in other public listed companies:
None.
Claire Whittet
Claire is a Guernsey resident with over 40 years’ experience in banking and
finance. Following a degree in Geography from Edinburgh University, she
started her career with Bank of Scotland in lending and corporate finance and
on moving to Guernsey joined Bank of Bermuda becoming Global Head of Private
Client Credit. In 2003, she joined Rothschild and Company Bank International
as Director of Lending and was latterly Managing Director and Co-Head before
becoming a Non-Executive Director in 2016, a role from which she retired in
2023. Over the last 10 years, she has held a variety of non-executive
directorships, including as Chair, and/or Senior Independent Director, and is
an experienced non-executive Director of both listed and PE funds.
Directorships in other public listed companies:
Riverstone Energy Limited (London Stock Exchange), Eurocastle Investment
Limited (Euronext).
A number of the directors are also Non-Executive Directors of other listed
funds. The Board notes that none of these funds are trading companies and
confirms that all Non-Executive Directors of the Company have sufficient time
and commitment, as evidenced by their attendance and participation at
meetings, to devote to this Company.
Strategic Report
The Directors submit their Annual Report, together with the Statement of
Assets and Liabilities, Statement of Operations, Statement of Changes in Net
Assets, Statement of Cash Flows and the related notes of Third Point Investors
Limited (the “Company”) for the year ended 31 December 2024 (“Annual
Report and Audited Financial Statements”).
The Annual Report and Audited Financial Statements have been properly
prepared, in accordance with applicable Guernsey law and accounting principles
generally accepted in the United States of America, and are in agreement with
the accounting records.
The Company
The Company was incorporated in Guernsey on 19 June 2007 as an authorised
closed-ended investment scheme and was admitted to a secondary listing
(Chapter 14) on the Official List of the London Stock Exchange (LSE) on 23
July 2007. The proceeds from the initial issue of Ordinary Shares on listing
amounted to approximately US$523 million. The Company was admitted to the
Premium Official List Segment of the LSE on 10 September 2018.
The Ordinary Shares of the Company are quoted on the LSE in two currencies, US
Dollars and Pounds Sterling.
The Company is a member of the Association of Investment Companies (AIC).
Third Point Offshore Independent Voting Company Limited
At the time of its listing, the Company adopted a share structure which was
common at that time, to mitigate the risk of the Company losing its status as
a “foreign private issuer” under US securities laws.
The Company has two classes of shares in issue: (i) Ordinary Shares which have
economic and voting rights and (ii) Class B Shares which have only voting
rights. The Company’s articles of incorporation provide that the number of
Class B Shares in issue shall be equal to 40 per cent of the aggregate number
of Ordinary Shares and Class B Shares in issue. Consequently, holders of
Ordinary Shares can exercise 60 per cent and holders of Class B Shares can
exercise 40 per cent of the voting power at general meetings of the Company.
The Class B Shares are held by Third Point Offshore Independent Voting Company
Limited (“VoteCo”). VoteCo has its own Board of Directors and is
completely independent of the Company and Third Point. The Board of VoteCo is
governed by VoteCo’s Memorandum and Articles of Incorporation which provide
that the votes attaching to the Class B Shares shall be exercised after taking
into consideration the best interests of the Company’s shareholders as a
whole.
VoteCo is specifically excluded from voting from any of the twelve Listing
Rules Specified Matters, being those matters in relation to which the Listing
Rules require a resolution to be passed only by holders of listed shares, the
most notable of which are:
any proposal to make a material change to the investment policy
any proposal to approve the entry into a related party transaction
the annual re-election of any non-independent director
At the time of the Company’s listing, it entered into a Support and Custody
Agreement with VoteCo under which VoteCo agreed to hold the Class B Shares as
custodian for the Ordinary Shareholders and the Company agreed to reimburse
VoteCo for its running expenses.
Investment Objective and Policy
The Company’s investment objective is to provide its Shareholders with
consistent long-term capital appreciation utilising the investment skills of
Third Point LLC (the “Investment Manager” or “Manager”). All of the
Company’s capital (net of short term working capital requirements) is
invested in shares of Third Point Offshore Fund, Ltd (the “Master Fund”),
an exempted company formed under the laws of the Cayman Islands on 21 October
1996.
During the year, the Master Fund was a limited partner of Third Point Offshore
Master Fund L.P. (the “Master Partnership”), an exempted limited
partnership under the laws of the Cayman Islands, of which Third Point
Advisors II L.L.C., an affiliate of the Investment Manager, was the general
partner. Third Point LLC was the investment manager to the Company, the Master
Fund and the Master Partnership. The Master Fund and the Master Partnership
had the same investment objectives, investment strategies and investment
restrictions.
The Master Fund, the Master Partnership and the TP Master Fund’s investment
objective is to seek to generate consistent long-term capital appreciation, by
investing capital in securities and other instruments in select asset classes,
sectors, and geographies, by taking long and short positions. The Investment
Manager’s implementation of these investment policies is the main driver of
the Company’s performance. The Audited Financial Statements of the Master
Fund and the Audited Financial Statements of the Master Partnership, should be
read alongside the Company’s Audited Financial Statements, but do not form
part of them.
On January 1, 2025, the Investment Manager initiated a restructuring of its
primary funds, including the Master Partnership, and launched a new master
fund, Third Point Master Fund LP (“TP Master Fund”), a Cayman Islands
exempted limited partnership. As part of this restructuring, the Master
Partnership transferred substantially all of its assets, including its Notes,
to the TP Master Fund. Following the transfer, the Master Partnership
distributed its capital back to the Master Fund. The Master Fund then
reinvested this capital into the TP Master Fund, acquiring a direct interest
in the TP Master Fund.
The Investment Manager identifies opportunities by combining a fundamental
approach to single security analysis with a reasoned view on global, political
and economic events that shapes portfolio construction and drives risk
management.
The Investment Manager seeks to take advantage of market and economic
dislocations and supplements its analysis with considerations of managing
overall exposures across specific asset classes, sectors, and geographies by
evaluating sizing, concentration, risk, and beta, among other factors. The
resulting portfolio expresses the Investment Manager’s best ideas for
generating alpha and its tolerance for risk given global market conditions.
The Investment Manager is opportunistic and often seeks a catalyst that will
unlock value or alter the lens through which the broad market values a
particular investment. The Investment Manager applies aspects of this
framework to its decision-making process, and this approach informs the timing
of each investment and its associated risk.
The Company has substantially all of its holding in the Master Fund share
class YSP, for which the Company has paid a management fee of 1.25% per annum.
This share class is subject to a 25% quarterly investor level redemption gate.
Any Ordinary Shares bought for the Company’s account (e.g. as part of the
buyback programme) traded mid-month will be purchased and held by the Master
Partnership until the Company is able to cancel the shares following each
month-end. Shares cannot be cancelled intra-month because of legal and
logistical factors. The Company and the Master Partnership do not intend to
hold any shares longer than the minimum required to comply with these factors,
expected to be no more than one month.
Results and Share Buybacks
In April 2024, the Board announced a Redemption Offer for Shareholders to
tender up to 25% of their shares for redemption at a 2% discount to NAV. The
Redemption Offer was taken up in full and approximately 6 million shares
valued at approximately $158 million were redeemed and cancelled.
The Board originally adopted a share buyback programme in September 2019 with
share purchases being made through the market at prices below the prevailing
NAV per share. The buyback programme was extended in September 2023 with the
order of a further $25 million allocated to buybacks over the period to April
2024. Share buybacks were suspended over the period of the Redemption Offer
but a further $20 million was allocated to repurchase Shares in the period to
31 December 2024 if, in the Board’s view, it was in the best interests of
the Company and Shareholders to do so.
In the year from 1 January 2024 to 31 December 2024, the total number of
shares which were bought back was 1.1 million, with an approximate value of
$24.7 million. The average discount at which purchases were made was 23.1%.
The buybacks effected during the year led to an accretion to NAV per share of
$0.35 cents.
Key performance indicators (KPIs)
At each Board meeting, the Board considers a number of performance measures to
assess the Company’s success in achieving its objectives. The KPIs which
have been identified by the Board for determining the progress of the Company
are:
Net Asset Value (NAV);
Discount to the NAV;
Share price; and
Ongoing charges.
Viability Statement
In accordance with principle 31 of the UK Corporate Governance Code, published
by the Financial Reporting Council in July 2018 (“The Code”), the
Directors have assessed the prospects of the Company over the three year
period to 31 December 2027. The Directors consider that three years is an
appropriate period based on a review of the Company’s investment horizon,
anticipated cash flows, management arrangements as well as the liquidity of
the Company’s investment in the Master Fund.
The Company’s performance and operations depend upon the performance of the
Master Fund and the Directors, in assessing the viability of the Company, pay
particular attention to the risks facing the Master Fund.
The Directors acknowledge the two year notice period to the Investment Manager
serving notice under the Management Agreement. To mitigate against this risk,
the Directors meet regularly with the Investment Manager to review the
Company’s performance, and closely monitor the relationship with the
Investment Manager.
In its assessment of the viability of the Company, the Directors have carried
out a robust assessment of the principal risks facing the Company as set out
in the Directors’ Report.
Over the second half of the financial year, and continuing into 2025, the
Board and its advisers have carried out a Strategy Review. As described in the
Chairman’s Statement, the Strategy Committee has identified a compelling
strategic option for the Company and is in the advanced stages of diligence
and negotiations on this option.
In making the Viability Statement, the Board has assumed that the steps
required for the implementation of the new strategy for the Company are
approved by Shareholders in due course and that the Company will continue into
the future.
On that basis, the Board has a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall due over
the period to 31 December 2027.
Going Concern
The Master Fund Shares are converted to cash to meet liabilities in respect
of, for example, Company expenses and the buyback programme, as they fall due.
During the year, Master Fund Shares were redeemed to satisfy the Redemption
Offer.
Over the second half of the financial year and continuing into 2025, the Board
and its advisers have carried out a Strategy Review. As described in the
Chairman’s Statement, the Strategy Committee has identified a compelling
strategic option for the Company and is in the advanced stages of diligence
and negotiations on this option.
In assessing whether the Company is a going concern, the Board has assumed
that the steps required for the implementation of the new strategy for the
Company are approved by Shareholders in due course and that the Company will
continue into the future.
On that basis, after due consideration, and having made due enquiry of the
Investment Manager, the Directors are satisfied that it is appropriate to
continue to adopt the going concern basis in preparing these Audited Financial
Statements for the period through 30 June 2026.
There were no other events during the financial year outside the ordinary
course of business which, in the opinion of the Directors, may have had an
impact on the Annual Financial Statements for the year ended 31 December 2024.
Section 172 Report
Section 172 of the Companies Act 2006 (“UK Companies Act”) applies
directly to UK domiciled companies. Nonetheless, the intention of the AIC Code
is that the matters set out in Section 172 are reported on by all London
listed investment companies, irrespective of domicile, provided that this does
not conflict with local company law.
Section 172 states that: A director of a company must act in the way he or she
considers, in good faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole, and in doing so have regard
(amongst other matters) to the following:
The likely consequences of any decision in the long term. In managing the Company, the aim of the Board and the Investment Manager is always to ensure the long-term sustainable success of the Company and, therefore, the likely long-term consequences of any decision are a key consideration. In managing the Company
during the year under review, the Board acted in the way which it considered, in good faith, would be most likely to promote the Company’s long term sustainable success and to achieve its wider objectives for the benefit of Shareholders as a whole, having
had regard to the Company’s wider stakeholders and the other matters set out in section 172 of the UK Companies Act.
The interests of the Company’s employees. The Company does not have any employees.
The need to foster the Company’s business relationships with suppliers, customers and others. The Board’s approach is described under “Stakeholders”.
The impact of the Company’s operations on the community and the environment. The Board’s approach is described under Environmental, Social and Governance (ESG) Policies.
The desirability of the Company maintaining a reputation for high standards of business conduct. The Board’s approach is described under “Culture and Values”.
The need to act fairly as between members of the Company. The Board’s approach is described under “Stakeholders”.
Culture and Values
The Directors’ overarching duty is to promote the success of the Company for
the benefit of investors, with due consideration of other stakeholders’
interests. The Company’s approach to investment is explained in the
Investment Manager’s Report. The Board applies various policies and
practices to ensure that the Board’s culture is in line with the Company’s
purpose and strategy. The Directors aim to achieve a supportive business
culture combined with constructive challenge.
The Company has a number of policies and procedures in place to assist with
maintaining a culture of good governance including those relating to
diversity, anti-bribery (including the acceptance of gifts and hospitality),
tax evasion, conflicts of interest, and dealings in the Company’s shares.
The Board assesses and monitors compliance with these policies regularly
through Board meetings and the annual evaluation process. The Board seeks to
appoint the most appropriate service providers for the Company’s needs and
evaluates the services on a regular basis and at least annually through the
Management Engagement Committee. The Board considers the culture of the
Investment Manager and other service providers through regular reporting and
by receiving regular presentations as well as through ad hoc interaction.
The Board also seeks to control the Company’s costs, thereby enhancing
performance and returns for the Company’s Shareholders. The Directors
consider the impact on the community and environment. The Board and Investment
Manager work closely together in developing and monitoring the Company’s
approach to Environmental, Social and Governance matters.
Stakeholders
The Company is an externally managed investment company whose activities are
all outsourced. It does not have any employees. The Board has identified its
key stakeholders, and how the Company engages with them, in the table below:
Stakeholder Key Considerations Engagement
Shareholders As an investment company, the Company’s Shareholders are, in effect, both its owners and its customers, seeking investment returns from the Company. A well-informed and A detailed explanation of the Company’s approach is set out in the Director’s Report under Relations with Shareholders. The Board receives regular reports from the Investment Manager and also independent reports from Jefferies International Limited and Deutsche Numis Limited (the “Corporate Brokers”) on relations with, and any views expressed by, Shareholders.
supportive Shareholder base is crucial to the long-term sustainability of the Company. Understanding the views and priorities of Shareholders is, therefore, fundamental
to retaining their continued support. In considering Shareholders, the Board’s key considerations are: Overall investment returns; Controlling the discount at which
shares trade to net asset value; and Control of costs.
Investment Manager Management of the Company’s investment is delegated to the Investment Manager. Investment performance is crucial to the long-term success of the Company. The Board engages in regular, open and close communication with the Investment Manager. It reviews in detail the overall performance of the Company and its underlying investment. The relationship with and performance of the Investment Manager is monitored and reviewed by the Management Engagement Committee. In setting investment management fees, the Board seeks to achieve an appropriate balance between value for money and an incentive to retain a strong and capable portfolio management team along with supporting staff and infrastructure.
Administrator and Corporate Secretary and other key service providers The Administrator and Corporate Secretary are key to the effective running of the Company. The Company has a number of other key service providers, each of which provides The Administrator and Corporate Secretary attend all Board meetings. The Management Engagement Committee undertakes an annual review of the key service providers, encompassing performance, level of service and cost. Each provider is an established business and each is required to have in place suitable policies to ensure they maintain high standards of business conduct, treat customers fairly, and employ corporate governance best practices. All bills and expense claims from suppliers are paid in full, on time and in compliance with the
an important service to the Company and ultimately to its Shareholders. relevant contracts.
Environmental, Social and Governance (ESG) Policies
The Board regards proper and effective governance a high priority for the
Company.
As an investment company, the Company has a limited direct impact on the
environment or on society. The Board has concluded specifically that climate
change, including physical and transition risks, does not have a material
impact on the recognition and separate measurement considerations of the
assets and liabilities of the Company in the financial statements as at 31
December 2024, but recognises that climate change may have an effect on the
investments held in the Master Fund. The Board requires the Company’s
service providers to have adopted and to follow appropriate ESG policies and
the Investment Manager assesses and monitors any climate change risk on the
investments held in the Master Fund.
The ESG policies of the Investment Manager are made up of the environmental,
social, and governance factors considered in the investment process and the
ESG initiatives undertaken within the business itself.
The Investment Manager is a signatory to the United Nations Principles for
Responsible Investment.
Investment Process
In 2020, Third Point started to incorporate ESG evaluation into certain of its
investment strategies. The Investment Manager’s process is designed to
broadly identify ESG issues – both those that may create value and those
likely to destroy it – and, when appropriate, to consider whether to engage
company management in discussion about these topics. These standards are
maintained through a four-step process – from pre-investment checklist to
post-investment tracking – overseen by the Head of ESG Engagement, who stays
abreast of developments in the portfolio and in the ESG community and engages
with the investment team on ESG issues.
Assessing Sustainability Risks
Sustainability risk refers to an environmental, social or governance event or
condition that, if it occurs, could cause an actual or a potential material
negative impact on the value of an investment. The Investment Manager
therefore approaches sustainability risk analysis as a process of identifying
potential events that could cause a material negative impact on the value of
its clients’ investments.
The Investment Manager considers environmental, social, and governance events
or conditions as part of the investment process in areas where data
availability allows for analysis, with a focus on risks relating to governance
events or conditions. These are most relevant to the Master Fund, given the
Investment Manager’s history of shareholder engagement. The Investment
Manager has implemented procedures to identify, manage and monitor certain
sustainability risks relating to governance events including:
Identification: The Investment Manager has reviewed the sustainability risks
relating to governance events or conditions which may cause a material
negative impact on the value of its clients’ investments, should those risks
occur.
Management: While the Investment Manager’s portfolio managers and analysts
are provided with information on certain sustainability risks relating to
governance events or conditions, and are encouraged to take such
sustainability risks into account when making an investment decision,
sustainability risk would not by itself prevent the Investment Manager from
making any investment. Instead, sustainability risk relating to governance
events or conditions forms part of the overall risk management process, and is
one of many risks which may, depending on the specific investment opportunity,
be relevant to a determination of risk. However, the Investment Manager does
not apply any absolute risk limits or risk appetite thresholds which relate
exclusively to sustainability risk relating to governance events or conditions
as a separate category of risk.
Monitoring: As part of ongoing monitoring, the Investment Manager’s
portfolio managers may at times engage in Active Ownership. Active Ownership
is the process of communicating with issuers on governance issues, with a view
to monitor or influence governance outcomes within the issuer.
Governance risks are associated with the quality, effectiveness and process
for the oversight of day-to-day management of companies in which the Master
Fund may invest or otherwise have exposure to. Such risks may arise in respect
of the company itself, its affiliates or in its supply chain. While not
exhaustive, the below are examples of the risks that the Investment Manager
seeks to assess:
Lack of diversity at board or governing body level: the absence of a
diverse and relevant skillset within a board or governing body may result in
less well informed decisions being made. The absence of an independent
chairperson of the board, particularly where such role is combined with the
role of chief executive officer, may hamper the board’s ability to exercise
its oversight responsibilities, challenge and discuss strategic planning and
performance, input on issues such as succession planning and executive
remuneration and otherwise set the board’s agenda.
Inadequate external or internal audit: ineffective or otherwise inadequate
internal and external audit functions may increase the likelihood that fraud
and other issues within a company are not detected and/or that material
information used as part of a company’s valuation and/or the Investment
Manager’s investment decision making is inaccurate.
Bribery and corruption: the effectiveness of a company’s controls to
detect and prevent bribery and corruption both within the company and its
governing body and also its suppliers, contractors and sub-contractors may
have an impact on the extent to which a company is operated in furtherance of
its business objectives.
Lack of scrutiny of executive pay: failure to align levels of executive pay
with performance and long-term corporate strategy in order to protect and
create value may result in executives failing to act in the long-term interest
of the company.
Poor safeguards on personal data/IT security (of employees and/or
customers): the effectiveness of measures taken to protect personal data of
employees and customers, and, more broadly, IT and cybersecurity, will affect
a company’s susceptibility to inadvertent data breaches and its resilience
to “hacking.”
ESG within Third Point
The Investment Manager also endeavours to continuously improve and expand upon
its commitment to be a responsible, sustainable, and healthy workplace. Since
its founding in 1995, it has promoted employee wellness, training, and
environmental sustainability, and in 2019 codified these values into its
formal ESG policies. These policies encompass an ongoing commitment to
developing best-in-class standards for environmental, social, and governance
practices. Below are some of the highlights of the internal ESG activities and
initiatives that have been undertaken by the Investment Manager.
Environmental initiatives
Third Point’s reuse and recycling practices focus on recycling plastics and
paper; reducing container waste; and promoting food sustainability.
Third Point’s offices are located at 55 Hudson Yards, which is part of the
first neighbourhood in Manhattan to receive the LEED-Gold certification,
awarded by the United States Green Building Council for its green
infrastructure, public transportation linkages, and pedestrian-friendly
community design. The neighbourhood operates on a first-of-its-kind microgrid
with two cogeneration plants that saves 25,000 MT of CO2 greenhouse gases
(equal to the annual emissions of 5,100 cars) from being emitted annually.
Hudson Yards is a model for stormwater reuse with rainfall collected from
rooftops and public spaces and stored in a 60,000-gallon tank in the platform
that forms the base of the neighbourhood. Stormwater is used to irrigate the
more than 200 mature trees and 28,000 plants in the public park as well as in
mechanical systems to conserve drinking water, reducing stress on New York’s
sewer system.
Social Initiatives
The Investment Manager believes engaged human capital management is essential
for an asset manager, as trained employees increasingly drive value in the
data driven economy. The Investment Manager takes a long term view of employee
evolution and invests in its people. It is also committed to innovating and
evolving to meet future employee needs, particularly in areas where talent is
scarce, such as in data science and AI. Third Point is an Equal Opportunity
Employer and has adopted fair chance hiring practices. The Investment Manager
is committed to the benefits of a diverse workforce in perspective and
background. Third Point offers internships to candidates through SEO, an
organisation that introduces historically underrepresented students to
financial services. It also participates in industry initiatives to bring more
women into asset management via involvement with Girls Who Invest. The
organisation’s goal is to have 30% of the world’s investable capital
managed by women by 2030.
Philanthropy
Through the “Third Point Gives” programme, the Investment Manager offers
its employees multiple opportunities to come together for service learning and
contribute financially to the community. Consistent with Third Point values,
Third Point Gives comprises three core elements:
The Matching Gifts Programme seeks to encourage charitable giving by Third
Point employees with matching eligible contributions up to $15,000 per
employee per calendar year.
The Individual Philanthropy Programme seeks to empower Third Point
employees to maximise their impact on the issues they care about most by
providing opportunities to learn valuable techniques, strategies and
approaches to effective philanthropy.
The Team Philanthropy Programme seeks to unlock the power of teamwork and
collaboration among Third Point employees to improve the world around them
through joint effort on a shared philanthropic endeavour.
In 2020, Third Point launched an innovative Team Philanthropy project in
partnership with a non-profit organisation, the Ladies of Hope Ministries
(LOHM), an organisation dedicated to helping previously incarcerated women and
their families re-integrate into society. Third Point is not only donating
personal philanthropic capital from the CEO and many employees, but is also
offering intellectual expertise in areas such as marketing, accounting,
investing and legal services to help the organisation scale more effectively.
Donor Advised Funds
In 2017, Third Point began to offer its employees a Donor Advised Fund (DAF)
structure. A DAF allows an employee to set aside philanthropic capital in a
structure that invests the charitable funds in Third Point’s hedge funds
until the employee is prepared to allocate them to a non-profit. This allows
employees to make annual contributions to a charitable foundation of their
own, to have those funds grow over time, and to develop a philosophy around
giving back.
Governance Initiatives
The Investment Manager strongly encourages good governance practice at all its
investee businesses through formal and informal engagement. Each of Third
Point’s fund structures has an independent Board or Unaffiliated
Consultation Committee. All members of the Board of the Company are
independent of the Investment Manager.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
Directors’ Report
Directors
The Directors of the Company as at the date of this Report are as listed on
this Annual Report. Changes in the Directors serving during the year are noted
in the table below.
Directors’ Interests
Pursuant to an instrument of indemnity entered into between the Company and
each Director, the Company has undertaken, subject to certain limitations, to
indemnify each Director out of the assets and profits of the Company against
all costs, charges, losses, damages, expenses and liabilities arising out of
any claims made against them in connection with the performance of their
duties as a Director of the Company.
Rupert Dorey and his wife Rosemary Dorey held 25,000 shares between them as at
31 December 2024.
Huw Evans held 5,000 shares as at 31 December 2024.
Claire Whittet and her husband Martin Whittet held 2,500 shares as at 31
December 2024 through their joint Retirement Annuity Trust Scheme (RATS).
Liad Meidar held 45,485,shares as at 31 December 2024 through Gatemore Special
Opportunities Master Fund Limited.
Corporate Governance
The Board is guided by the principles and recommendations of the Association
of Investment Companies Code of Corporate Governance (“AIC Code”). The AIC
Code addresses all the principles set out in the UK Corporate Governance Code
(the “UK Code”), as well as setting out additional principles and
recommendations on issues that are of specific relevance to investment
companies. The UK Financial Reporting Council (FRC) has confirmed that
investment companies which comply with the AIC Code will be treated as meeting
their obligations under the UK Code and Section UKLR 6.6.6R(6) of the Listing
Rules.
The Board has determined that reporting against the principles and
recommendations of the AIC Code will provide appropriate information to
Shareholders. The Company has complied with all the recommendations of the AIC
Code and the relevant provisions of the UK Code, except as set out below.
The UK Code includes provisions relating to:
the role of the chief executive;
executive Directors’ remuneration; and
the need for an internal audit function.
The Board considers these provisions are not relevant to the position of the
Company, being an externally advised investment company with no executive
directors or employees. The Company has therefore not reported further in
respect of these provisions.
The Company does not have employees, hence no whistle-blowing policy is
necessary. However, the Board, through the Management Engagement Committee
(MEC), has satisfied itself that the Company’s service providers have
appropriate whistleblowing policies and procedures and confirmation has been
sought from the service providers that nothing has arisen under those policies
and procedures which should be brought to the attention of the Board.
Furthermore, the MEC, on an annual basis, ensures that service providers have
appropriate anti money laundering, disaster recovery and risk monitoring
policies in place.
The Code of Corporate Governance (the “Guernsey Code”) provides a
framework that applies to all entities licensed by the Guernsey Financial
Services Commission (GFSC) or which are registered or authorised as a
collective investment scheme. Companies reporting against the UK Code or the
AIC Code are deemed to comply with the Guernsey Code.
The Board confirms that, throughout the year covered in the Audited Financial
Statements, the Company complied with the Guernsey Code, to the extent it was
applicable based upon its legal and operating structure and its nature, scale
and complexity.
The UK code is available on the FRC website www.frc.org.uk and the AIC code on
the AIC website www.theaic.co.uk.
Board Structure
The Directors who served during the year are listed below. Ms. Whittet is the
senior independent Director.
Name Position Independent Date Appointed
Richard Boléat Non-Executive Director Yes 1 March 2022
Rupert Dorey Non-Executive Chairman Yes 5 February 2019
Huw Evans Non-Executive Director Yes 21 August 2019
Dimitri Goulandris1 Non-Executive Yes 23 April 2024
Vivien Gould2 Non-Executive Director Yes 1 March 2022
Liad Meidar1 Non-Executive Yes 23 April 2024
Joshua L Targoff3 Non-Executive Director No 29 May 2009
Claire Whittet Non-Executive Director Yes 27 April 2017
1 On 23 April 2024, the Board announced the appointment of Dimitri Goulandris
and Liad Meidar as independent non-executive Directors.
2 Vivien Gould resigned from the Board with effect 10 January 2025.
3 Joshua Targoff did not stand for re-election to the Board at the AGM on 28
May 2024 and, consequently, ceased to be a Director on that date.
All Directors serving at the end of the year and at the date of this report
are considered by the Board to be independent of the Investment Manager.
Board Tenure and Succession Planning
As required by the AIC Code, every Director is subject to annual re-election
by the Shareholders. Any directors appointed to the Board since the previous
AGM also retire and stand for election. The Independent Directors take the
lead in any discussions relating to the appointment or re-appointment of
directors, initially through the Nomination and Remuneration Committee and,
when recruiting new directors, may use an independent recruitment firm.
Meeting Attendance Records
The table below lists Directors’ attendance at meetings during the year.
Name Scheduled Board Meetings Attended Audit Committee Meetings Attended
Richard Boléat 4 of 4 4 of 4
Rupert Dorey1 4 of 4 n/a
Huw Evans 4 of 4 4 of 4
Dimitri Goulandris2 2 of 4 2 of 4
Vivien Gould3 4 of 4 4 of 4
Liad Meidar2 2 of 4 2 of 4
Joshua L Targoff4 1 of 4 n/a
Claire Whittet 4 of 4 4 of 4
1 Mr. Dorey is not a member of the Audit Committee.
2 On 23 April 2024, the Board announced the appointment of Dimitri Goulandris
and Liad Meidar as independent non-executive Directors.
3 Ms. Gould resigned from the Board with effect 10 January 2025.
4 Joshua Targoff did not stand for re-election to the Board at the AGM on 28
May 2024 and, consequently, ceased to be a Director on that date.
A number of other ad hoc meetings of the Board were held during the year which
were attended by those Directors who were available at the time.
Committees of the Board
Nomination and Remuneration Committee
The AIC Code requires the Company to appoint Nomination, Remuneration and
Management Engagement Committees and the independent directors of the Board
act as these committees. The Nomination and Remuneration Committee considers
the composition of, and recruitment to, the Board. When determining
remuneration levels of the Directors, the Committee takes into account market
practice, peer group statistics and the requirements of the role. Vivien Gould
was Chair of the Nomination and Remuneration Committee until her resignation
from the Board and Claire Whittet was appointed Chair of the Nomination and
Remuneration Committee with effect from 10 February 2025.
Before the commencement of any recruitment process, the Nomination and
Remuneration Committee evaluate the balance of skills, knowledge, experience
and diversity on the Board and, in the light of this evaluation, prepare a
description of the role and capabilities required for a particular
appointment. Appointments to the Board will continue to be based on the
individual’s skills, experience and character, and will always be based on
merit. New Directors receive an induction from the Investment Manager on
joining the Board, and all Directors undertake relevant training as necessary.
The Company annually reviews its policy on the structure, size and composition
of the Board. The Board is cognisant of the recommendations of the Parker
Review in relation to targets for ethnic diversity, the FTSE Women Leaders
Review in relation to targets for women on boards and the new FCA Listing
Rules requirements on board diversity targets, which require companies to
report against the following:
At least 40% of individuals on the Board are women;
At least one senior Board position is held by a woman; and
At least one individual on the Board is from a minority ethnic background
As an externally managed investment trust, with no Chief Executive Officer or
Chief Financial Officer, the Board considers that the Chair of the Company,
the Senior Independent Director and the Chair of the Audit Committee to be
senior positions. The role of Senior Independent Director is held by a woman,
Claire Whittet.
As at 31 December 2024, the Company did not meet the target of at least 40% of
the individuals on its board of directors being women, nor at least one
individual on its board of directors being from a minority ethnic background.
During the year, the Company appointed Mr. Goulandris and Mr. Meidar as
directors specifically to sit on the Strategy Committee alongside Mr. Boléat.
The Strategy Review has required a very particular skill set, including
experience in markets, mergers and acquisitions and asset management, which
Mr. Goulandris and Mr. Meidar possess. The Board envisages that, on completion
of the Strategy Review and after consideration of its recommendations and the
initiation of any appropriate steps for implementation, the composition and
size of the Board will be reviewed. As succession planning of the Board
progresses, the Company will seek to achieve the requirements on board
diversity targets.
Number of Percentage of Number of senior
Gender identity Board Members the Board positions on the Board
Men 5 71.4% 2
Women 2 28.6% 1
Number of Percentage of Number of senior
Ethnic background Board Members the Board positions on the Board
White British or other 7 100% 3
other White (including
minority white Groups)
Management and Engagement Committee
The function of the Management Engagement Committee is to ensure that the
Company’s management agreement is competitive and reasonable for the
Shareholders, along with the Company’s agreements with all other third party
service providers (other than the external auditors). The Committee also
reviews annually the performance of the Investment Manager with a view to
determining whether to recommend to the Board that the Investment Manager’s
mandate be renewed, subject to the specific notice period requirement of the
agreement. The other third party service providers are also reviewed on an
annual basis. Richard Boléat is Chairman of the Management Engagement
Committee.
Audit Committee
The Company’s Audit Committee conducts formal meetings at least three times
a year. Its functions include monitoring the Company’s internal control and
risk management systems, oversight of the relationship with the External
Auditor, including consideration of the appointment, independence,
effectiveness of the audit, and remuneration of the auditors, and to review
and recommend the Annual Report and audited financial statements, and the
Interim Report and unaudited condensed interim financial statements to the
Board of Directors. Huw Evans is Chairman of the Audit Committee.
Strategy Committee
The Board announced in April 2024 the formation of a Strategy Committee
comprised of Dimitri Goulandris (Chairman), Liad Meidar and Richard Boléat.
This Committee is responsible for conducting a full review to consider how the
Company may best deliver value to Shareholders going forward, and for
subsequently presenting its findings to the Board for consideration. The
Committee has been evaluating strategic options with the assistance of
Jefferies International Limited, who were appointed joint corporate broker
alongside Deutsche Numis in December 2024. The Committee currently expects to
be able to recommend to the Board that it puts forward its proposals to
shareholders in May 2025.
Senior Independent Director
Claire Whittet is the Senior Independent Director.
Directors’ Duties and Responsibilities
The Directors have adopted a set of Reserved Powers, which establish the key
purpose of the Board and detail its major duties. These duties cover the
following areas of responsibility:
Statutory obligations and public disclosure;
Strategic matters and financial reporting;
Board composition and accountability to Shareholders;
Risk assessment and management, including reporting, compliance,
monitoring, governance and control; and
Other matters having material effects on the Company.
These Reserved Powers of the Board allow the Directors to discharge their
fiduciary responsibilities and provide a set of parameters for measuring and
monitoring the effectiveness of their actions.
The Directors are responsible for the overall management and direction of the
affairs of the Company. The Company has no Executive Directors or employees.
The Company invests all of its assets in shares of the Master Fund and Third
Point LLC (the “Investment Manager”) acts as Investment Manager to the
Master Fund and is responsible for the discretionary investment management of
the Master Fund’s investment portfolio under the terms of the Master Fund
Prospectus.
Northern Trust International Fund Administration Services (Guernsey) Limited
acts as Administrator (the “Administrator” or “NT”) and Company
Secretary and is responsible to the Board under the terms of the
Administration Agreement. The Administrator is also responsible to the Board
for ensuring compliance with the Rules and Regulations of The Companies
(Guernsey) Law, London Stock Exchange listing requirements and observation of
the Reserved Powers of the Board and in this respect the Board receives
detailed quarterly reports.
The Directors have access to the advice and services of the Company Secretary
who is responsible to the Board for ensuring that Board procedures are
followed and that it complies with applicable rules and regulations of The
Companies (Guernsey) Law, the GFSC and the London Stock Exchange. Individual
Directors may, at the expense of the Company, seek independent professional
advice on any matter that concerns them in the furtherance of their duties.
The Company maintains appropriate Directors’ and Officers’ liability
insurance in respect of legal action against its Directors on an ongoing basis
and the Company has maintained appropriate Directors’ Liability Insurance
cover throughout the year.
The Board is also responsible for safeguarding the assets of the Company and
for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Internal Control and Financial Reporting
The Directors acknowledge that they are responsible for establishing and
maintaining the Company’s system of internal control and reviewing its
effectiveness. Internal control systems are designed to manage rather than
eliminate the failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material misstatements or loss.
The Directors review all controls including operations, compliance and risk
management. The key procedures which have been established to provide internal
control are:
Investment advisory services are provided by the Investment Manager. The
Board is responsible for setting the overall investment policy, ensuring
compliance with the Company’s Investment Strategy and monitoring the action
of the Investment Manager and Master Fund at regular Board meetings. The Board
has also delegated administration and company secretarial services to the
Administrator; however, it retains accountability for all functions it has
delegated;
The Board considers the process for identifying, evaluating and managing
any significant risks faced by the Company on an on-going basis. It seeks to
ensure that effective controls are in place to mitigate these risks and that a
satisfactory compliance regime exists to ensure all local and international
laws and regulations are upheld;
The Board clearly defines the duties and responsibilities of its agents and
advisors and appointments are made by the Board after due and careful
consideration. The Board monitors the ongoing performance of such agents and
advisors;
The Investment Manager and NT maintain their own systems of internal
control, on which they report to the Board. The Company, in common with other
investment companies, does not have an internal audit function. The Audit
Committee has considered the need for an internal audit function, but because
of the internal control systems in place at the Investment Manager and NT, has
decided it appropriate to place reliance on their systems and internal control
procedures; and
The systems are designed to ensure effectiveness and efficient operation,
internal control and compliance with laws and regulations. In establishing the
systems of internal control, regard is paid to the materiality of relevant
risks.
Board Performance
During the year ending December 2024, the Board evaluated the performance of
the Board, Committees and individual Directors using a structured
questionnaire without recourse to an external facilitator.
Management of Principal Risks and Uncertainties
In considering the risks and uncertainties facing the Company, the Audit
Committee reviews regularly a matrix which documents the principal and
emerging risks and reports its findings to the Board.
This discipline is in accordance with the Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting, published by
the FRC and has been in place for the year under review and up to the date of
approval of the Audited Financial Statements.
The risk matrix document considers the following information:
Reviewing the risks faced by the Company and the controls in place to
address those risks;
Identifying and reporting changes in the risk environment;
Identifying and reporting changes in the operational controls; and
Identifying and reporting on the effectiveness of controls and remediation
of errors arising.
The Directors have acknowledged they are responsible for establishing and
maintaining the Company’s system of internal control and reviewing its
effectiveness by focusing on four key areas:
Consideration of the investment advisory services provided by the
Investment Manager;
Consideration of the process for identifying, evaluating and managing any
significant current and emerging risks faced by the Company on an ongoing
basis;
Clarity around the duties and responsibilities of the agents and advisors
engaged by the Directors; and
Reliance on the Investment Manager and Administrator maintaining their own
systems of internal controls.
Further discussion on Internal Control is documented under “Internal Control
and Financial Reporting” set out above.
The risk matrix considers all the significant risks to which the Company has
been exposed during the financial year and, from these, the Directors paid
particular attention to the following principal risks and uncertainties:
Discount to the NAV. The Board monitors the discount to NAV and maintains
regular contact with the Investment Manager and Corporate Brokers to assess
the market for the Company’s shares. In addition, the Investment Manager,
Corporate Brokers and the Directors maintain regular contact with significant
Shareholders in the Company. In April 2024, the Board announced a Redemption
Offer for Shareholders to tender up to 25% of their shares for redemption at a
2% discount to NAV. The Redemption Offer was taken up in full and
approximately 6 million shares valued at approximately $158 million were
redeemed and cancelled;
Shareholder relations. The Board monitors key shareholder reports provided
by the Corporate Brokers at each Board Meeting. The Investment Manager
prepares monthly updates on behalf of the Master Fund and maintains the
Company website. The Board receives quarterly reports from the Corporate
Brokers and the Investment Manager on the major shareholdings. The Board and
the Investment Manager’s investor relations personnel have continued its
policy of active engagement with shareholders over the year;
Valuation of investments. The valuation of the Company’s investment in
the Master Fund is confirmed by the Administrator of the Master Fund, is
checked by the Investment Manager and is reviewed as part of the Company’s
annual audit. The Board makes enquiries of the Investment Manager to satisfy
itself that there are satisfactory controls in place over the valuation
processes within the Master Fund and the Master Partnership. The accounts of
the Master Fund and the Master Partnership are both subject to annual audit
Concentration of the Investor Base. The Directors receive quarterly reports
on the shareholder base from the Corporate Brokers and there is regular
communication between the Directors and the Corporate Brokers to identify any
significant changes in the share register;
Underlying investment performance of the Master Fund. The Directors receive
monthly updates from the Investment Manager on the performance of the Master
Fund and review the detailed performance at quarterly Board Meetings;
Geopolitical and economic risk. The Investment Manager monitors local and
international risks and adjusts the portfolio of investments in the Master
Fund accordingly;
Liquidity of shares in the Master Fund. The Company relies on the
redemption of shares in the Master Fund in order to meet its monthly expenses
and share buybacks. The Directors receive reports from the Administrator each
month as this takes place; and
Performance of the Investment Manager. Through the MEC, the Directors
review the performance of the Investment Manager on an annual basis. Daniel
Loeb is CEO and CIO of the Investment Manager and his continuing involvement
is a critical element of its success.
It is expected that the principal risks and uncertainties listed above will
apply to the Company for a minimum of the next six months. However, if the
recommendations of the Strategy Review are approved by shareholders, it is
expected that the risk profile of the Company will change over time and new
principal risks and uncertainties may emerge.
Significant Events
On 2 April 2024, the Board announced a Redemption Offer for Shareholders to
tender up to 25% of their shares for redemption at a 2% discount to NAV. The
Redemption Offer was taken up in full and was completed in June 2024.
On 23 April 2024, the Board announced the appointment of Dimitri Goulandris
and Liad Meidar as independent non-executive Directors.
Josh Targoff did not stand for re-election to the Board at the AGM on 28 May
2024 and, consequently, ceased to be a Director on that date.
On 11 December 2024, the Board announced the appointment of Jefferies
International Limited as joint corporate broker, alongside Deutsche Numis.
There were no other events outside the ordinary course of business which, in
the opinion of the Directors, may have had an impact on the Audited Financial
Statements for the year ended 31 December 2024.
Relations with Shareholders
The Board welcomes Shareholders’ views and places great importance on
communication with its Shareholders. The Board receives regular reports on the
views of Shareholders and the Chairman and other Directors are available to
meet Shareholders. Shareholders who wish to communicate with the Board should,
in the first instance contact the Administrator, whose contact details can be
found on the Company’s website (www.thirdpointlimited.com). The Annual
General Meeting (AGM) of the Company provides a forum for Shareholders to meet
and discuss issues with the Directors of the Company. The seventeenth AGM was
held on 28 May 2024 with all proposed resolutions being passed by the
Shareholders.
International Tax Reporting
For the purposes of the US Foreign Account Tax Compliance Act (FATCA), the
Company is registered with the US Internal Revenue Services (IRS) as a
Guernsey reporting Foreign Financial Institution (FFI). The Company has
received a Global Intermediary Identification Number and can be found on the
IRS FFI list.
The Common Reporting Standard (CRS) is a global standard for the automatic
exchange of financial account information developed by the Organisation for
Economic Co-operation and Development (OECD), which has been adopted by
Guernsey and which came into effect on 1 January 2016.
The Board has taken the necessary action to ensure that the Company is
compliant with Guernsey regulations and guidance in this regard.
Criminal Finances Act 2017
In respect of the UK Criminal Finances Act 2017 which introduced a new
corporate criminal offence (CCO) of ‘failing to take reasonable steps to
prevent the facilitation of tax evasion’, the Board confirms that it is
committed to zero tolerance towards the criminal facilitation of tax evasion.
The Board also keeps under review developments involving other social,
environmental and regulatory matters and will report on those to the extent
they are considered relevant to the Company’s operations.
Significant Shareholdings
As at 2 April 2025, the Company had been notified that the following had
significant shareholdings in excess of 5% in the Company:
Name Total Shares Held % Holdings in Class
Goldman Sachs Securities (Nominees) Limited 4,238,739 24.29%
Chase Nominees Limited 2,080,126 11.92%
Vidacos Nominees Limited 1,976,354 11.33%
BBHISL Nominees Limited 1,241,354 7.11%
Lawshare Nominees Limited 943,176 5.41%
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
Statement of Directors’ Responsibilities in Respect of the Audited Financial
Statements
The Directors are responsible for preparing the Audited Financial Statements
in accordance with applicable Guernsey Law and accounting principles generally
accepted in the United States of America. Guernsey Company Law requires the
Directors to prepare financial statements for each financial period which give
a true and fair view of the state of affairs of the Company and of the net
income or expense of the Company for that year.
In preparing these Audited Financial Statements the Directors should:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether the applicable accounting standards have been followed
subject to any material departures disclosed and explained in the Audited
Financial Statements; and
prepare the Audited Financial Statements on a going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the Audited Financial Statements
comply with The Companies (Guernsey) Law, 2008. They are also responsible for
the system of internal controls, safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors have responsibility to confirm that:
there is no relevant audit information of which the Company’s Auditor is
unaware and each Director has taken all the steps he/she ought to have taken
as a Director to make himself aware of any relevant information and to
establish that the Company’s Auditor is aware of that information;
this Annual Report and Audited Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America and give a true and fair view of the financial position of the
Company;
this Annual Report and Audited Financial Statements, taken as a whole, are
fair, balanced and understandable and provide information necessary for the
Shareholders to assess the Company’s performance, business model and
strategy; and
this Annual Report and Audited Financial Statements include information
detailed in the Directors’ Report, the Investment Manager’s Review and
Notes to the Audited Financial Statements, which provide a fair review of the
information required by:
a) DTR 4.1.8 of the Disclosure Guidance and Transparency Rules (“DTR”),
being a fair review of the Company business and a description of the principal
risks and uncertainties facing the Company; and
b) DTR 4.1.11 of the DTR, being an indication of important events that have
occurred since the ending of the financial year and the likely future
development of the Company.
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
Directors’ Remuneration Report
The Board has prepared this report as part of its framework for corporate
governance which, as described in the Directors’ Report, enables the Company
to comply with the main requirements of the UK Corporate Governance Code
published by the Financial Reporting Council.
An ordinary resolution for the approval of this Report will be put to the
Shareholders at the forthcoming AGM.
Remuneration Committee
The Board has appointed a Nomination and Remuneration Committee and the
independent directors act as this committee. Vivien Gould was Chair of the
Nomination and Remuneration Committee until her resignation from the Board on
10 January 2025 and Claire Whittet was appointed Chair of the Nomination and
Remuneration Committee with effect from 10 February 2025. The Committee
considers the composition of and recruitment to the Board, taking into account
market practice, peer group statistics and the requirements of the role when
determining remuneration levels of the Directors.
Remuneration Policy
The Company’s policy is that the fees payable to the Directors should
reflect the time spent by the Directors on the Company’s affairs and the
responsibilities borne by the Directors be sufficient to attract, retain and
motivate directors of quality required to run the Company successfully. Fees
for the Directors are determined by the Board within the limits approved by
shareholders. The maximum limit currently is £500,000 in aggregate per annum.
Directors’ fees are reviewed annually, although such a review will not
necessarily result in any changes to the rates, and account is taken of fees
paid to directors of comparable companies.
Directors are entitled to be reimbursed for any reasonable expenses properly
incurred by them in connection with the performance of their duties and
attendance at board and general meetings and committee meetings.
There are no long-term incentive schemes provided by the Company and no
performance fees are paid to Directors.
Directors do not have service contracts with the Company. Each Director is
appointed by a letter of appointment which sets out the main terms of their
appointment. Director appointments can also be terminated in accordance with
the Company’s Articles of Association. Should Shareholders vote against a
Director standing for re-election, the Director affected will not be entitled
to any compensation.
Component Parts of the Directors’ Remuneration
Year ended Year ended
31 December 2024 31 December 2023
£ £
Chairman’s base fee 76,000 76,000
Non-Executive Director base fee 48,000 48,000
Additional fee for the Senior Independent Director 3,000 3,000
Additional fee for the Chairman of the Audit Committee 9,000 9,000
Additional fee for the Chairman of the Management
Engagement Committee 3,000 3,000
Additional fee for the Chairman of the Nomination
and Remuneration Committee 3,000 3,000
Additional fee for the Chairman of the Strategy
Committee 3,000 N/A
It is the Company’s policy that the Chairman, Senior Independent Director
and Chairman of the Committees be paid higher fees to reflect their additional
responsibilities.
Prior to the year end, the Nomination and Remuneration Committee carried out a
review of the level of fees. Directors’ fees were last increased in January
2022. Following the annual review, which included reviewing Directors’ fees
against those of the Company’s peer group of investment companies, supported
by a review of published research by Nurole Limited and Trust Associates
Limited, it was concluded that there would be no increase in Directors’ fees
at that time.
Directors’ fees
The fees payable by the Company in respect of each of the Directors who served
during 2024 and 2023, were as follows:
2024 2023
£ £
Richard Boléat (Management Engagement Committee Chairman) 51,000
51,000
Rupert Dorey (Chairman) 76,000 76,000
Dimitri Goulandris (Strategy Committee Chairman) 32,032 -
Huw Evans (Audit Committee Chairman) 57,000 57,000
Vivien Gould1 (Chair of Nomination and Remuneration Committee) 51,000
51,000
Liad Meidar 30,148 -
Joshua L Targoff2 - -
Claire Whittet (Senior Independent Director) 51,000 51,000
Total 348,180 286,000
USD equivalent US$453,965 US$356,091
1 Vivien Gould resigned from the Board with effect 10 January 2025.
2 As a non-independent Director and as a Partner of the Investment Manager
Joshua L Targoff waived his Directors’ fee.
Performance
The financial highlights detail the share price returns over the year.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
Report of the Audit Committee
We present the Audit Committee (the “Audit Committee”) Report for the year
ended 31 December 2024, setting out the Audit Committee’s structure and
composition, principal duties and key activities during the year.
As in previous years, the Audit Committee has reviewed the Company’s
financial reporting, the independence and effectiveness of the independent
auditor, and the internal control and risk management systems of service
providers. The Board is satisfied that for the year under review and
thereafter the Audit Committee has recent and relevant commercial and
financial knowledge.
Structure and Composition
The Audit Committee is chaired by Huw Evans, and during the year, its other
members were Richard Boléat, Dimitri Goulandris, Vivien Gould, Liad Meidar
and Claire Whittet. The Audit Committee operates within clearly defined terms
of reference.
The Audit Committee Terms of Reference provide that appointments to the Audit
Committee shall be for a period of up to three years, which may be extended
for two further three year periods, and thereafter annually, provided that the
Director whose appointment is being considered remains an Independent Director
for the period of extension.
The tenure of the current members of the Committee is set out below.
Date of Appointment Next Date
Name of Audit Committee Member to Audit Committee for Review
Richard Boléat 1 March 2022 March 2028
Dimitri Goulandris 23 April 2024 April 2027
Huw Evans 28 August 2019 August 2025
Vivien Gould 1 March 2022 N/A1
Liad Meidar 23 April 2024 April 2027
Claire Whittet 27 April 2017 April 2026
1 Vivien Gould resigned from the Audit Committee and the Board with effect 10
January 2025.
The Audit Committee conducts formal meetings at least three times a year. The
Directors’ Report sets out the number of Audit Committee meetings held
during the year ended 31 December 2024 and the number of such meetings
attended by each committee member. The Independent Auditor is invited to
attend those meetings at which the annual and interim reports are considered.
The Independent Auditor and the Audit Committee will meet together without
representatives of either the Administrator or Investment Manager being
present if either considers this to be necessary.
Principal Duties
The role of the Audit Committee includes:
monitoring the integrity of the published financial statements of the
Company;
keeping under review the consistency and appropriateness of accounting
policies on a year to year basis. Satisfying itself that the annual accounts,
the interim statement of financial results and any other major financial
statements issued by the Company follow generally accepted accounting
principles in the United States of America and, in respect of the annual
accounts, give a true and fair view of the Company and any associated
undertakings’ affairs; matters raised by the external auditors about any
aspect of the accounts or of the Company’s control and audit procedures are
appropriately considered and, if necessary, brought to the attention of the
Board for resolution;
monitoring and reviewing the quality and effectiveness of the independent
auditors and their independence;
considering and making recommendations to the Board on the appointment,
reappointment, replacement and remuneration of the Company’s independent
auditor;
monitoring and reviewing the internal control and risk management systems
of the Company and its service providers; and
considering at least once a year whether there is a need for an internal
audit function.
The complete details of the Audit Committee’s formal duties and
responsibilities are set out in the Audit Committee’s terms of reference,
which can be obtained from the Company’s website.
Independent Auditor
The Audit Committee is also the forum through which the independent auditor
(the “auditor”) reports to the Board of Directors. The objectivity of the
auditor is reviewed by the Audit Committee which also reviews the terms under
which the auditor is appointed to perform non-audit services. The Audit
Committee reviews the scope and results of the audit, its cost effectiveness
and the independence and objectivity of the auditor, with particular regard to
non-audit fees. The Audit Committee has established pre-approval policies and
procedures for the engagement of Ernst & Young LLP to provide non-audit
services. The Audit Committee considers Ernst & Young LLP to be independent of
the Company.
Ernst & Young LLP has been the independent auditor from the date of the
initial listing on the London Stock Exchange.
The audit fees proposed by the auditors each year are reviewed by the Audit
Committee taking into account the Company’s structure, operations and other
requirements during the year and the Audit Committee makes recommendations to
the Board.
Non-audit fees were paid to Ernst & Young LLP during the year in respect of
the interim review of the Company’s condensed accounts to 30 June 2024.
Evaluations or Assessments Made During the Year
The following sections discuss the assessments made by the Audit Committee
during the year:
Significant Areas of Focus for the Financial Statements
The Audit Committee’s review of the interim and annual financial statements
focused on the valuation of the Company’s investment in the Master Fund.
This represents substantially all the net assets of the Company and as such is
the biggest factor in relation to the accuracy of the Audited Financial
Statements.
The holding in the Master Fund has been confirmed with the Company’s
Administrator and the Master Fund. This investment has been valued in
accordance with the Accounting Policies set out in Note 3 to the Audited
Financial Statements. The Audit Committee has reviewed the Financial
Statements of the Master Fund and their Accounting Policies and determined the
fair value of the investment as at 31 December 2024 is reasonable. The
Financial Statements of the Master Fund and the Master Partnership for the
year ended 31 December 2024 were audited by Ernst & Young LLP in the US who
issued an unmodified audit opinion dated 20 March 2025.
Effectiveness of the Audit
The Audit Committee had formal meetings with Ernst & Young LLP during the
course of the year: 1) before the start of the audit to discuss formal
planning, discuss any potential issues and agree the scope that will be
covered and 2) after the audit work was concluded to discuss any significant
matters arising.
The Board considered the effectiveness and independence of Ernst & Young LLP
by using a number of measures, including but not limited to:
the audit plan presented to them before the start of the audit;
the audit results report including where appropriate, explanation for any
variations from the original plan;
changes to audit personnel;
the auditor’s own internal procedures to identify threats to
independence;
feedback from both the Investment Manager and the Administrator; and
confirmation from Ernst & Young LLP on their independence as additional
comfort for the Audit Committee.
Further to the above, at the point of substantial conclusion of the 2024
audit, the Audit Committee performed a specific evaluation of the performance
of the independent auditor. This is supported by the results of questionnaires
completed by the Audit Committee covering areas such as quality of audit team,
business understanding, audit approach and management.
There were no adverse findings from this evaluation.
Under the Crown Dependency rules, ethical standards require the Board to
consider the outsourcing of any non-audit services such as interim review, tax
compliance, tax structuring, private letter rulings, accounting advice,
quarterly reviews and disclosure on an annual basis. Although the review of
the Interim Report and Unaudited Condensed Interim Financial Statements is
deemed to be a non-audit service, the Board considers it most appropriate for
the external auditors to carry out this review. The budget for the annual
audit and interim review work carried out by Ernst & Young LLP was
pre-approved by the Audit Committee.
Audit fees and Safeguards on Non-Audit Services
The table below summarises the remuneration payable by the Company to Ernst &
Young LLP during the years ended 31 December 2024 and 31 December 2023.
2024 £ Total 2023 £ Total
Audit Services 140,000 95,000
Non-audit Services – interim review and UK reporting fund status services 1 60,000 62,316
1 There was no UK reporting fund status service fee charged for 2024. The 2023
amount in the table above includes a UK reporting fund status service fee of
£7,316.
Audit Tender
It is best practice, as well as a legal requirement for public companies in
the UK, that the audit of the Company is put out to tender at least every 10
years. Consequently, during 2021 the Audit Committee invited each of the big
four accounting firms (including Ernst & Young LLP as the current auditor) to
participate in a tender. With the exception of Ernst & Young LLP, the other
firms declined to participate on the basis that they would not want to audit a
feeder fund, such as the Company, if they did not also audit the Master Fund.
The Board subsequently wrote to the Board of the Master Fund, which is
domiciled in the Cayman Islands where there are no requirements to rotate
auditors, requesting that if the Board of the Master Fund were to consider
carrying out a tender of its audit, the Company would also like to participate
in the process.
Internal Control
The Audit Committee has examined the need for an internal audit function. The
Audit Committee considered that the systems and procedures employed by the
Investment Manager and the Administrator, including their internal audit
functions, provided sufficient assurance that a sound system of internal
control, which safeguards the Company’s assets, has been maintained. An
internal audit function specific to the Company is therefore considered
unnecessary.
The Audit Committee has requested and received SOC1 or equivalent reports such
as service provider assessment reports from the Company’s Administrator and
Master Fund’s Administrators to enable it to fulfil its duties under its
terms of reference. Representatives of the auditors, Investment Manager and
the Administrator attend the Audit Committee meetings as a matter of practice
and presentations are made by those attendees as and when required.
Conclusion and Recommendation
After reviewing various reports such as the operational and risk management
framework and performance reports from management, liaising where necessary
with Ernst & Young LLP, and assessing the significant areas of focus for
financial statement issues, the Audit Committee is satisfied that these
Audited Financial Statements appropriately address the critical judgements and
key estimates (both in respect to the amounts reported and the disclosures).
The Audit Committee is also satisfied that the significant assumptions used
for determining the value of assets and liabilities have been appropriately
scrutinised, challenged and are sufficiently robust.
The Independent Auditor reported to the Audit Committee that no material
misstatements were found in the course of its work. Furthermore, both the
Investment Manager and the Administrator confirmed to the Audit Committee that
they were not aware of any material misstatements including matters relating
to presentation. The Audit Committee confirms that it is satisfied that the
Independent Auditor has fulfilled its responsibilities with diligence and
professional scepticism.
Consequent to the review process on the effectiveness of the independent audit
and the review of audit services, the Audit Committee has recommended that
Ernst & Young LLP be reappointed for the coming financial year.
Ernst & Young LLP has been the auditor of the Company since its incorporation
in 2007 and the current audit partner is Chris Matthews who is in his second
year in the role.
For any questions on the activities of the Audit Committee not addressed in
the foregoing, a member of the Audit Committee will attend each Annual General
Meeting to respond to such questions.
Huw Evans
Audit Committee Chairman
16 April 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THIRD POINT INVESTORS LIMITED
Opinion
We have audited the financial statements of Third Point Investors Limited (the
“Company”) for the year ended 31 December 2024 which comprise the
Statement of Assets and Liabilities, the Statement of Operations, the
Statement of Changes in Net Assets, the Statement of Cash Flows and the
related notes 1 to 14, including material accounting policy information. The
financial reporting framework that has been applied in their preparation is
applicable law and accounting principles generally accepted in the United
States of America.
In our opinion, the financial statements:
► give a true and fair view of the state of the Company’s affairs as at
31 December 2024 and of its results for the year then ended;
► have been properly prepared in accordance with accounting principles
generally accepted in the United States of America; and
► have been properly prepared in accordance with the requirements of The
Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements, including the UK
FRC’s Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not
provided to the Company and we remain independent of the Company in conducting
the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors’
assessment of the Company’s ability to continue to adopt the going concern
basis of accounting included:
• The audit engagement partner directed and supervised the audit procedures
on going concern;
• We assessed the determination made by the Board of Directors of the
Company and the Investment Manager that the Company is a going concern and
hence the appropriateness of the financial statements to be prepared on a
going concern basis;
• We obtained the going concern assessment prepared by the Investment
Manager for the period up until 30 June 2026 and tested for arithmetical
accuracy and reasonability;
• We independently assessed the appropriateness of the assumptions by
reviewing historical forecasting accuracy; performing an evaluation of the
levels of liquidity of the Company’s investments in the Master Partnership
(Third Point Offshore Master Fund L.P.) through the Master Fund (Third Point
Offshore Fund, Ltd.) for future share buyback plans and ongoing operating
expenses; and applied a stress test to understand the impact on liquidity of
the Company as a whole;
• We assessed whether the liquidity of the Master Partnership at the year
end, taking account of the level of redemptions, potential gating and its
ability to meet periodic discretionary redemptions of its investors, cast
significant doubt over the going concern status of the Company; and
• We assessed the disclosures in the annual report and financial statements
relating to going concern to ensure they were fair, balanced and
understandable.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for a period up until 30 June 2026.
In relation to the Company’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted, this
statement is not a guarantee as to the Company’s ability to continue as a
going concern.
Overview of our audit approach
Key audit matters ► Investment Valuation ► Investment Existence and Ownership
Materiality ► Overall materiality of US$11.3m which represents 2% of net assets.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for the Company. This
enables us to form an opinion on the financial statements. We take into
account size, risk profile, the organisation of the Company and effectiveness
of controls, including controls and changes in the business environment and
the potential impact of climate change when assessing the level of work to be
performed.
All audit work was performed directly by the audit engagement team. The audit
was led from Guernsey, and the audit team included individuals from the
Guernsey and New York offices of Ernst & Young and operated as an integrated
audit team.
Climate change
The Company has explained in the “Section 172 Report” of their annual
report climate-related risks and this forms part of the “Other
information,” rather than the audited financial statements. Our procedures
on these disclosures therefore consisted solely of considering whether they
are materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially
misstated.
Our audit effort in considering climate change was focused on the adequacy of
the Company’s disclosures in the financial statements as set out in Note 3
and the conclusion that there was not a material impact on the recognition and
separate measurement considerations of the assets and liabilities of the
Company as at 31 December 2024.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
Risk Our response to the risk Key observations communicated to the Audit Committee
Valuation of investments (US$565m, PY comparative US$634m) Refer to the Report of the Audit Committee; Accounting policies. The investments held are measured at fair value through profit or loss, and their fair value is determined by reference to the published NAV per share of the investee fund, as calculated by its independent Administrator. The valuation risk considers the risk of an error in the application of the published NAV per share, obtained from the independent Administrator of the investee fund, when calculating the fair value of the Company’s investments, as well as the effect on valuation of any gating/suspension of redemptions by the investee fund. Our response comprised of substantive audit testing of the investment valuation, including: ► Agreeing the valuation per share We confirm that there were no matters identified during our work on valuation of investments that we wanted to bring to the attention of the Audit Committee.
of the Company’s investments in the investee fund to the NAV per share of the investee fund in the confirmation obtained from
its independent Administrator; ► Agreeing the valuation per share of the Company’s investments in the investee fund to the NAV
per share of the investee fund per its audited financial statements for the year ended 31 December 2024, which were approved on
20 March 2025; ► Directing Ernst & Young in New York to perform testing on our behalf and reporting that no material adjustments
to the NAV were required; and ► Reviewing the subscriptions and redemptions schedule of the investee fund around the year-end
date to assess the liquidity of the Company’s investments in the investee fund.
Investment existence and ownership US$565m, PY comparative US$634m) Refer to the Report of the Audit Committee; Accounting policies. Risk that the investments presented in the financial statements do not exist or the Company does not have the rights to cash flows derived from them. Failure to obtain good title exposes the Company to significant risk of loss. Our response comprised the performance of substantive audit testing of investment existence and ownership including: ► Obtaining We confirm there were no matters identified during our audit work on existence and ownership of investments that we wanted to bring to the attention of the Audit Committee.
a confirmation, as at 31 December 2024, of the Company’s holdings in the investee fund into which the Company invests, from the
independent Administrator of the investee fund, and agreeing it to the accounting records of the Company; and ► Agreeing
supporting documentation for all additions and disposals of holdings in the investee fund that took place during the year ended
31 December 2024 and agreeing the details to the accounting records of the Company.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be US$11.3million (2023:
US$12.8million), which is approximately 2% (2023: 2%) of net assets. We
believe that net assets provide us with an appropriate basis for audit
materiality as it is a key published performance measure and is a key metric
used by management in assessing and reporting on overall performance.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the
Company’s overall control environment, our judgement was that performance
materiality was 75% (2023: 75%) of our planning materiality, namely US$8.5m
(2023: US$9.6m). We have set performance materiality at this percentage
because we have considered the likelihood of misstatements to be low. We have
considered both quantitative and qualitative factors when determining the
expected level of misstatements and setting the performance materiality at
this level.
Reporting threshold
An amount below which identified misstatements are considered as being clearly
trivial.
We agreed with the Audit Committee that we would report to them all
uncorrected audit differences in excess of US$0.6m (2023: US$0.6m), which is
set at 5% (2023: 5%) of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting on qualitative
grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor’s report thereon. The
directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in this report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which The Companies (Guernsey) Law, 2008 requires us to report to you if, in
our opinion:
► proper accounting records have not been kept by the company, or proper
returns adequate for our audit have not been received from branches not
visited by us; or
► the financial statements are not in agreement with the company’s
accounting records and returns; or
► we have not received all the information and explanations we require for
our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
► Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified;
► Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate;
► Director’s statement on whether it has a reasonable expectation that
the Company will be able to continue in operation and meets its liabilities;
► Directors’ statement on fair, balanced and understandable;
► Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks;
► The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and;
► The section describing the work of the audit committee.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The risk of not detecting
a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion. The
extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud
rests with both those charged with governance of the Company and management.
► We obtained an understanding of the legal and regulatory frameworks that
are applicable to the Company and determined that the most significant are:
o Financial Conduct Authority ("FCA") Listing Rules
o Disclosure Guidance and Transparency Rules ("DTR") of the FCA
o The UK Corporate Governance Code
o The 2019 AIC Code of Corporate Governance
o The Companies (Guernsey) Law, 2008
► We understood how the Company is complying with those frameworks by:
o Discussing the processes and procedures used by the Directors, the
Investment Manager, the Company Secretary and Administrator to ensure
compliance with the relevant frameworks;
o Reviewing internal reports that evidenced quarterly compliance testing; and
o Inspecting any correspondence with regulators
► We assessed the susceptibility of the Company’s financial statements to
material misstatement, including how fraud might occur by undertaking the
audit procedures set out in Key Audit Matters section above and reading the
financial statements to check that the disclosures are consistent with the
relevant regulatory requirements; and
► Based on this understanding we designed our audit procedures to identify
non-compliance with such laws and regulations. Our procedures involved:
o Making enquiries and gaining an understanding of how those charged with
governance, the Investment Manager, the Company Secretary and Administrator
identify instances of non-compliance by the Company with relevant laws and
regulations;
o Inspecting the relevant policies, processes and procedures to further our
understanding;
o Enquiring of the Company’s nominated Compliance Officer;
o Reviewing internal compliance reporting, Board and Audit Committee minutes;
o Inspecting correspondence with regulators; and
o Obtaining relevant written representations from the Board of Directors
o Performing journal entry testing.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee, we were appointed
by the Company to audit the financial statements for the year ending 31
December 2007 and subsequent financial periods. We signed an initial
engagement letter on 12 November 2007.
• The period of total uninterrupted engagement including previous renewals
and reappointments is eighteen years, covering the years ending 31 December
2007 to 31 December 2024.
• The audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Section 262 of The Companies (Guernsey) Law, 2008. Our audit
work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Christopher James Matthews, FCA
for and on behalf of Ernst & Young LLP
Guernsey, Channel Islands
16 April 2025
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
As at 31 December
2024 2023
Notes US$ US$
Assets
Investment in Third Point Offshore Fund Ltd at fair value (Cost: US$200,412,373; 31 December 2023: US$340,474,153) 549,212,373 628,751,973
Investment in Participation Note 3 16,340,602 5,005,646
Cash and cash equivalents 250,194 190,603
Due from broker 13,186 12,538
Redemption receivable 3,266,033 4,258,882
Other assets 48,185 81,405
Total assets 569,130,573 638,301,047
Liabilities
Accrued expenses and other liabilities 2,008,899 330,194
Administration fee payable 15,981 3,187
Total liabilities 2,024,880 333,381
Net assets 567,105,693 637,967,666
Number of Ordinary Shares in issue 7
US Dollar Shares 17,770,129 25,089,924
Net asset value per Ordinary Share 9, 12
US Dollar per Share $31.91 $25.43
Number of Ordinary B Shares in issue 7
US Dollar Shares 11,846,754 16,726,618
The financial statements were approved by the Board of Directors on 16 April
2025 and signed on its behalf by:
Rupert Dorey
Chairman
Huw Evans
Director
See accompanying notes and Audited Financial Statements of Third Point
Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.
Statement of Operations
For the year ended 31 December
2024 2023
Notes US$ US$
Realised and unrealised gain from investment transactions allocated from Master Fund
Net realised gain/(loss) from securities, derivative contracts and foreign currency translations 41,487,136 (18,804,101)
Net change in unrealised gain on securities, derivative contracts and foreign currency translations 74,876,815 25,304,602
Net (loss)/gain from currencies (296,979) 181,370
Total net realised and unrealised gain from investment transactions allocated from Master Fund 116,066,972 6,681,871
Net investment gain allocated from Master Fund
Interest income 24,248,910 27,705,576
Dividends, net of withholding taxes of US$920,885; (31 December 2023: US$1,090,325) 3,193,603 3,596,783
Other income 2,888,034 2,136,533
Incentive allocation 2 (2,822,832) -
Stock borrowing fees (101,090) (208,393)
Investment Management fee (6,818,442) (7,923,740)
Dividends on securities sold, not yet purchased (1,885,621) (1,452,886)
Interest expense (13,824,350) (10,288,315)
Other expenses (2,658,849) (2,152,415)
Total net investment gain allocated from Master Fund 1 2,219,363 11,413,143
Company expenses
Administration fee 5 (130,281) (128,497)
Directors' fees 6 (453,965) (356,091)
Other fees (3,321,230) (861,214)
Loan interest expense 4 - (5,218,020)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited 2 (107,075) (111,940)
Total Company expenses (4,012,551) (6,675,762)
Net (loss)/gain (1,793,188) 4,737,381
Net increase in net assets resulting from operations 114,273,784 11,419,252
1 Net investment gain allocated from the Master Fund are inclusive of
gain/loss on the underlying activity of the Participation Notes.
2 Expenses paid on behalf of Third Point Offshore Independent Voting Company
Limited consists of Director Fees, Audit Fees and General Expenses.
See accompanying notes and Audited Financial Statements of Third Point
Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.
Statement of Changes in Net Assets
For the year ended 31 December
2024 2023
Notes US$ US$
Increase in net assets resulting from operations
Net realised gain/(loss) from securities, commodities, derivative contracts and foreign currency translations allocated from Master Fund 41,487,136 (18,804,101)
Net change in unrealised gain on securities, derivative contracts and foreign currency translations allocated from Master Fund 74,876,815 25,304,602
Net (loss)/gain from currencies allocated from Master Fund (296,979) 181,370
Total net investment gain allocated from Master Fund 2,219,363 11,413,143
Total Company expenses (4,012,551) (6,675,762)
Net increase in net assets resulting from operations 114,273,784 11,419,252
Increase in net assets resulting from capital share transactions
Share redemptions 7 (185,135,757) (50,294,465)
Net assets at the beginning of the year 637,967,666 676,842,879
Net assets at the end of the year 567,105,693 637,967,666
See accompanying notes and Audited Financial Statements of Third Point
Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.
Statement of Cash Flows
For the year ended 31 December
2024 2023
Notes US$ US$
Cash flows from operating activities
Operating expenses (1,623,931) (878,393)
Interest received/(paid) 365,857 (6,735,881)
Directors' fees (439,987) (356,091)
Administration fee (117,487) (128,317)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited¹ (107,075) (111,940)
Change in investment in the Master Fund 1,982,214 158,336,628
Cash inflow from operating activities 59,591 150,126,006
Cash flows from financing activities
Credit facility repayment - (150,000,000)
Cash outflow from financing activities - (150,000,000)
Net increase in cash 59,591 126,006
Cash and cash equivalents at the beginning of the year 190,603 64,597
Cash and cash equivalents at the end of the year 250,194 190,603
1 Expenses paid on behalf of Third Point Offshore Independent Voting Company
Limited consists of Director Fees, Audit Fee and General Expenses.
2024 2023
Notes US$ US$
Supplemental disclosure of non-cash transactions from:
Operating activities
Subscriptions (161,941,964) (54,429,821)
Redemption of Company Shares from Master Fund 7 185,135,757 104,724,286
Receipt of Participation Note 12,371,645 5,181,538
Financing activities
Share redemptions 7 (185,135,757) (50,294,465)
Amortisation of loan cost - 574,155
See accompanying notes and Audited Financial Statements of Third Point
Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.
Notes to the Audited Financial Statements
For the year ended 31 December 2024
1. The Company
Third Point Investors Limited (the “Company”) is an authorised
closed-ended investment company incorporated in Guernsey on 19 June 2007 for
an unlimited period, with registration number 47161. The Company commenced
operations on 25 July 2007.
2. Organisation
Investment Objective and Policy
The Company’s investment objective is to provide its Shareholders with
consistent long-term capital appreciation, utilising the investment skills of
Third Point LLC (the “Investment Manager”), through investment of all of
its capital (net of short-term working capital requirements) through a
master-feeder structure in shares of Third Point Offshore Fund, Ltd. (the
“Master Fund”), an exempted company formed under the laws of the Cayman
Islands on 21 October 1996 and registered under the Mutual Fund Act with the
Cayman Islands Monetary Authority.
The Master Fund’s investment objective is to seek to generate consistent
long-term capital appreciation, by investing capital in securities and other
instruments in select asset classes, sectors and geographies, by taking long
and short positions. The Master Fund is managed by the Investment Manager and
the Investment Manager’s implementation of the Master Fund’s investment
policy is the main driver of the Company’s performance.
Throughout the period, the Master Fund was a limited partner of, and invested
all of its investable capital in, Third Point Offshore Master Fund L.P. (the
“Master Partnership”), an exempted limited partnership organised under the
laws of the Cayman Islands, of which Third Point Advisors II L.L.C., an
affiliate of the Investment Manager, is the general partner. Third Point LLC
is the investment manager to the Company, the Master Fund and the Master
Partnership. The Master Fund and the Master Partnership share the same
investment objective, strategies and restrictions as described above.
Investment Manager
The Investment Manager is a limited liability company formed on 28 October
1996 under the laws of the State of Delaware. The Investment Manager was
appointed on 29 June 2007 and is responsible for the management and investment
of the Company’s assets on a discretionary basis in pursuit of the
Company’s investment objective, subject to the control of the Company’s
Board and certain borrowing and leveraging restrictions.
During the year ended 31 December 2024, the Company paid to the Investment
Manager at the level of the Master Partnership a fixed management fee of 1.25
percent of NAV per annum. The Investment Manager has granted a management fee
discount of 0.50% on the indirect portion of the Company’s interest that is
invested in Legacy Private Investments. This 0.50% discount also applies to
the Company’s management fee on their Participation Note balance. Under the
Investment Management Agreement, as the NAV of the Master Fund increased over
the year, the Investment Manager was entitled to a general partner incentive
allocation of 20% of the Master Fund’s NAV growth (“Full Incentive Fee”)
invested in the Master Partnership, subject to certain conditions and related
adjustments, by the Master Fund. The General Partner receives an incentive
allocation equal to 20% of the net profit allocated to each Shareholder
invested in each series of Class YSP shares. If a Shareholder invested in the
Master Fund has a net loss during any fiscal year and, during subsequent
years, there is a net profit attributable to such Shareholder, the Shareholder
must recover the amount of the net loss attributable in the prior years before
the General Partner is entitled to incentive allocation. The Company was
allocated US$2,822,832 (31 December 2023: US$nil) of incentive fees at the
Master Fund level for the year ended 31 December 2024.
Class YSP shares are subject to a 25% investor level gate. The Company’s
investment in the Master Fund is subject to an investor-level gate whereby a
Shareholder’s aggregate redemptions will be limited to 25%, 33.33%, 50%, and
100% of the cumulative net asset value of such Class YSP shares held by the
Shareholder as of any four consecutive quarters. Redemptions are permitted on
a monthly basis but not to exceed these thresholds. Additionally, the Master
Fund has a 20% fund-level gate. The fund level gate allows for redemptions up
to 20% of the Master Fund’s assets on a quarterly basis, subject to the
discretion of the Board of Directors of the Master Fund.
3. Significant Accounting Policies
Basis of Presentation
These Financial Statements have been prepared in accordance with relevant
accounting principles generally accepted in the United States of America (US
GAAP). The functional and presentation currency of the Company is United
States Dollars (US$).
The Directors have determined that the Company is an investment company in
conformity with US GAAP. Therefore, the Company follows the accounting and
reporting guidance for investment companies in the Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 946, Financial
Services – Investment Companies (ASC 946).
The following are the significant accounting policies adopted by the Company:
Cash and cash equivalents
Cash and cash equivalents in the Statement of Assets and Liabilities and for
the Statement of Cash Flows is unrestricted and comprises cash at bank.
Due from broker
Due from broker includes cash balances held at the Company’s clearing broker
Deutsche Numis Limited as at 31 December 2024. The Company clears all of its
securities transactions through a major international securities firm, UBS
(the “Prime Broker”), pursuant to agreements between the Company and the
Prime Broker.
Redemptions Receivable
Redemptions receivable are capital withdrawals from the Master Fund which have
been requested but not yet settled as at 31 December 2024.
Valuation of Investments
The Company records its investment in the Master Fund at fair value. The
Company’s allocated share of each item of the Master Fund’s income and
expense is reflected in the accompanying Statement of Operations. The
performance of the Company is directly affected by the performance of the
Master Fund and is subject to the same risks to which the Master Fund is
subject. Fair values are generally determined utilising the net asset value
(NAV) provided by, or on behalf of, the underlying investment manager of the
investment fund. In accordance with Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) Topic 820 “Fair Value
Measurement”, fair value is defined as the price the Company would receive
upon selling a security in a timely transaction to an independent buyer in the
principal or most advantageous market of the security. During the year, the
Company owned Class YSP shares of the Master Fund. During the year, the
Company recorded non-cash redemptions of US$187,188,795 (1,278,271 shares) for
the cancellation of the Company shares under the share buyback programme. The
Company also redeemed US$162,150,000 (1,648,446 shares) to pay Company
expenses and to satisfy the Redemption Offer. During the year the Company
recorded a noncash subscription of US$161,941,964 (1,619,420 shares) for
expected future redemption needs.
The Board has concluded specifically that climate change, including physical
and transition risks, does not have a material impact on the recognition and
separate measurement considerations of the assets and liabilities of the
Company in the financial statements as at 31 December 2024, but recognises
that climate change may have an effect on the investments held in the Master
Fund.
The following schedule details the movements in the Company’s holdings in
the Master Fund over the year.
Shares held at 1 January 2024 Shares Rolled Up Shares Transferred In Shares Transferred Out Shares Issued Shares Redeemed Share adjustments 1 Shares held at 31 December 2024 Net Asset Value Per Share at 31 December 2024 2 Net Asset Value at 31 December 2024
Class YSP - 1.25, Series 1-1 1,528,709 - - - - (286,386) (397) 1,241,926 428.80 532,812,230
Class YSP - 1.25, Series 1.4 440,995 - - - - (440,980) (15) - - -
Class YSP - 1.25, Series 1.5 449,995 - - - - (449,979) (16) - - -
Class YSP - 1.25, Series 2 48,999 - - - - (48,998) (1) - - -
Class YSP - 1.25, Series 2-2 48,999 - - - - (48,998) (1) - - -
Class YBSP-125, Series 2 38,244 - - - - (38,244) - - - -
Class YBSP-125, Series 3 231,713 - - - - (231,713) - - - -
Class YBSP-125, Series 4 - - - - 1,389,895 (1,389,895) - - - -
Class YBSP-125, Series 5 - - - - 15,000 (15,000) - - - -
Class YBSP-125, Series 6 - - - - 229,525 (79,808) (1) 149,716 109.20 16,349,521
Class YBSP-125, Series 7 - - - - 3,000 - - 3,000 107.86 323,590
Total 549,485,341
1 Share adjustments relate to transfers from the portion of shareholders’
capital attributable to Legacy Private Investments.
2 Rounded to two decimal places.
A portion of the Company’s investment in the Master Fund redemptions after 1
June 2023 redemption were satisfied through the issuance of Participation
Notes (the “Notes” or each a “Note”) in lieu of cash. Interests in the
Master Fund prior to 1 June 2023 are subject to the Note issuance upon
redemption. The Master Fund issued Notes through Third Point Offshore Fund
Vehicle, Ltd. (the “Issuing Entity”), which holds interests in the Notes
issued by the Master Partnership that are described in further detail in the
Master Partnership’s financial statements and are considered to be a Level 3
investment per the fair value hierarchy. The Company has elected to carry the
Notes at fair value. The Notes have no stated maturity date and as payments in
respect of the Notes issued by the Master Partnership are made to the Issuing
Entity, payments will be made to the Company to satisfy their outstanding Note
balances. During the year ended 31 December 2024 payments of $528,286 were
made to the Company (2023: US$nil). The investment in Participation Note
balance as of 31 December 2024 was US$16,340,602. Losses on the Participation
Notes during the year were $508,404.
The valuation of securities held by the Master Partnership, in which the
Master Fund directly invests, is discussed in the notes to the Master
Partnership’s Audited Financial Statements. The net asset value of the
Company’s investment in the Master Fund reflects its fair value. At 31
December 2024, the Company’s US Dollar shares represented 14.5% (31 December
2023: 16.1%) of the Master Fund’s NAV.
The Company has adopted ASU 2015-07, Disclosures for Investments in Certain
Entities that calculate Net Asset Value per Share (or its equivalent) (“ASU
2015-07”), in which certain investments measured at fair value using the net
asset value per share method (or its equivalent) as a practical expedient are
not required to be categorised in the fair value hierarchy. Accordingly the
Company has not levelled applicable positions.
Uncertainty in Income Tax
ASC Topic 740 “Income Taxes” requires the evaluation of tax positions
taken or expected to be taken in the course of preparing the Company’s tax
returns to determine whether the tax positions are “more- likely-than-not”
of being sustained by the applicable tax authority based on the technical
merits of the position. Tax positions deemed to meet the
“more-likely-than-not” threshold would be recorded as a tax benefit or
expense in the year of determination. Management has evaluated the
implications of ASC 740 and has determined that it has not had a material
impact on these Audited Financial Statements.
Income and Expenses
The Company records its proportionate share of the Master Fund’s income,
expenses and realised and unrealised gains and losses on a monthly basis. In
addition, the Company accrues interest income, to the extent it is expected to
be collected, and other expenses.
Use of Estimates
The preparation of Audited Financial Statements in conformity with US GAAP may
require management to make estimates and assumptions that affect the amounts
and disclosures in the financial statements and accompanying notes. Actual
results could differ from those estimates. Other than what is underlying in
the Master Fund and the Master Partnership, the Company does not use any
material estimates in respect of the Audited Financial Statements.
Going Concern
The Master Fund Shares are converted to cash to meet liabilities in respect
of, for example, Company expenses and the buyback programme, as they fall due.
During the year, Master Fund Shares were redeemed to satisfy the Redemption
Offer.
Over the second half of the financial year and continuing into 2025, the Board
and its advisers have carried out a Strategy Review. As described in the
Chairman’s Statement, the Strategy Committee has identified a compelling
strategic option for the Company and is in the advanced stages of diligence
and negotiations on this option.
In assessing whether the Company is a going concern, the Board has assumed
that the steps required for the implementation of the new strategy for the
Company are approved by Shareholders in due course and that the Company will
continue into the future.
On that basis, after due consideration, and having made due enquiry of Third
Point, the Directors are satisfied that it is appropriate to continue to adopt
the going concern basis in preparing these Audited Financial Statements for
the period through 30 June 2026.
Foreign Exchange
Investment securities and other assets and liabilities denominated in foreign
currencies are translated into United States Dollars using exchange rates at
the reporting date. Purchases and sales of investments and income and expense
items denominated in foreign currencies are translated into United States
Dollars at the date of such transaction. All foreign currency transaction
gains and losses are included in the Statement of Operations.
Recent accounting pronouncements
The Company has not early adopted any standards, interpretations or amendments
that have been issued but are not yet effective. The amendments and
interpretations which apply for the first time in 2024 have been assessed and
do not have an impact on the Audited Financial Statements.
Statement of Cash Flows
The Statement of Cash Flows is prepared under the direct method of cash flow
statement.
4. Credit Facility
On 1 September 2021, the Company entered into an agreement for a credit
facility with JPMorgan Chase Bank, N.A., to employ gearing within the Company.
The credit facility allowed the Company to borrow $150 million at a rate of
LIBOR plus 2.4% for a period of two years. The investment in the Master Fund
serves as the security for the credit facility. The credit facility was fully
drawn by 31 December 2021 and the proceeds were invested in shares in the
Master Fund. The credit facility was fully repaid on 2 June 2023. There were
no borrowings made in 2024.
In conjunction with the negotiation and execution of the agreement there were
costs incurred by the Company. The Company paid the issuer of the credit
facility US$375,000 as a structuring fee and paid other loan related costs,
such as legal costs. These expenses were fully amortised when the credit
facility was fully repaid.
5. Material Agreements
Management and Incentive fees
The Investment Manager was appointed by the Company to invest its assets in
pursuit of the Company’s investment objectives and policies. As disclosed in
Note 2, the Investment Manager is remunerated by the Master Partnership by way
of management fees and incentive fees.
Administration fees
Under the terms of an Administration Agreement dated 29 June 2007, the Company
appointed Northern Trust International Fund Administration Services (Guernsey)
Limited as Administrator (the “Administrator”) and Corporate Secretary.
The Administrator is paid fees based on the NAV of the Company, payable
quarterly in arrears. The fee is at a rate of 2 basis points of the NAV of the
Company for the first £500 million of NAV and a rate of 1.5 basis points for
any NAV above £500 million. This fee is subject to a minimum of £4,250 per
month. The Administrator is also entitled to an annual corporate governance
fee of £30,000 for its company secretarial and compliance activities.
In addition, the Administrator is entitled to be reimbursed out-of-pocket
expenses incurred in the course of carrying out its duties, and may charge
additional fees for certain other services.
Total Administrator expenses during the year amounted to US$130,281 (31
December 2023: US$128,497) with US$15,981 outstanding (31 December 2023:
US$3,187) at year-end.
VoteCo
The Company has entered into a support and custody agreement with Third Point
Offshore Independent Voting Company Limited (“VoteCo”) whereby, in return
for the services provided by VoteCo, the Company will provide VoteCo with
funds from time to time in order to enable VoteCo to meet its obligations as
they fall due. Under this agreement, the Company has also agreed to pay all
the expenses of VoteCo, including the fees of the directors of VoteCo, the
fees of all advisors engaged by the directors of VoteCo and premiums for
directors and officers insurance. The Company has also agreed to indemnify the
directors of VoteCo in respect of all liabilities that they may incur in their
capacity as directors of VoteCo. The expense paid by the Company on behalf of
VoteCo during the year is outlined in the Statement of Operations and amounted
to US$107,075 (31 December 2023: US$111,940). As at 31 December 2024 expenses
accrued by the Company on behalf of VoteCo amounted to US$30,395 (31 December
2023: US$42,039). These accrued expenses are included in the Accrued expenses
and other liabilities line of the Statement of Assets and Liabilities.
6. Directors’ Fees
At the Annual General Meeting (AGM) in July 2020 Shareholders approved an
annual fee cap for the directors as a whole of £500,000.
The Directors’ fees during the year amounted to £348,180 (31 December 2023:
£286,000) with £nil outstanding (31 December 2023: £nil) at the year-end.
Please refer to the Directors’ Remuneration Report for further details.
The current fee rates for the individual Directors are as follows;
Name Fee per annum
Chairman £76,000
Audit Committee Chairman £57,000
Director £48,000
Senior Independent Director £3,000
Chairman of the Management Engagement Committee £3,000
Chairman of the Nomination and Remuneration Committee £3,000
Chairman of the Strategy Committee £3,000
The Directors are also entitled to be reimbursed for expenses properly
incurred in the performance of their duties as Director.
7. Stated Capital
The Company was incorporated with the authority to issue an unlimited number
of Ordinary Shares (the “Shares”) with no par value and an unlimited
number of Ordinary B Shares (“B Shares”) of no par value.
Number of Ordinary Shares US Dollar Shares
Shares issued 1 January 2024 25,089,924
Shares Cancelled
Shares cancelled during the year (7,319,795)
Total shares cancelled during the year (7,319,795)
Shares in issue at end of the year 17,770,129
US Dollar Shares
US$
Net assets at the beginning of the year 637,967,666
Shares Cancelled
Share value cancelled during the year (185,135,757)
Total share value cancelled during the year (185,135,757)
Net increase in net assets resulting from operations 114,273,784
Net assets at end of the year 567,105,693
Number of Ordinary B Shares US Dollar B Shares
Shares in issue as at 1 January 2024 16,726,618
Shares Cancelled
Shares cancelled during the year (4,879,864)
Total shares cancelled during the year (4,879,864)
Shares in issue at end of the year 11,846,754
Voting Rights
Ordinary Shares carry the right to vote at general meetings of the Company and
to receive any dividends, attributable to the Ordinary Shares as a class,
declared by the Company and, in a winding-up will be entitled to receive, by
way of capital, any surplus assets of the Company attributable to the Ordinary
Shares as a class in proportion to their holdings remaining after settlement
of any outstanding liabilities of the Company. B Shares also carry the right
to vote at general meetings of the Company but carry no rights to distribution
of profits or in the winding-up of the Company.
As prescribed in the Company’s Articles, each Shareholder present at general
meetings of the Company shall, upon a show of hands, have one vote. Upon a
poll, each Shareholder shall, in the case of a separate class meeting, have
one vote in respect of each Share or B Share held and, in the case of a
general meeting of all Shareholders, have one vote in respect of each Share or
B Share held. Fluctuations in currency rates will not affect the relative
voting rights applicable to the Shares and B Shares.
Repurchase of Shares
The Board originally adopted a share buyback programme in September 2019 with
share purchases being made through the market at prices below the prevailing
NAV per share. The buyback programme was extended in September 2023 with the
order of a further $25 million allocated to buybacks over the period to April
2024. Share buybacks were suspended over the period of the Redemption Offer
but a further $20 million was allocated until 31 December 2024 to repurchase
Shares if, in the Board’s view, it is in the best interests of the Company
and Shareholders to do so. In the year from 1 January 2024 to 31 December
2024, the total number of shares which were bought back was 1.1 million, with
an approximate value of $24.7 million.
Any Shares purchased are held by the Master Partnership and the Master
Partnership’s gains or losses and implied financing costs related to the
Shares purchased are allocated to the Company’s investment in the Master
Fund.
Any shares traded mid-month are purchased and held by the Master Partnership
until the Company is able to cancel the shares following each month-end.
Further issue of Shares
Under the Articles, the Directors have the power to issue further shares on a
non-pre-emptive basis. If the Directors issue further Shares, the issue price
will not be less than the then-prevailing estimated weekly NAV per Share of
the relevant class of Shares.
8. Taxation
The Company is exempt from taxation in Guernsey under the provisions of the
Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989.
9. Calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its
total liabilities. The NAV per Share is calculated by dividing the NAV by the
number of Shares in issue on that day.
10. Related Party Transactions
At 31 December 2024, other investment funds owned by or affiliated with the
Investment Manager owned 4,356,423 (31 December 2023: 5,705,443) US Dollar
Shares in the Company. Refer to note 5 and note 6 for additional Related Party
Transaction disclosures.
11. Significant Events
On 2 April 2024, the Board announced a Redemption Offer for Shareholders to
tender up to 25% of their shares for redemption at a 2% discount to NAV. The
Redemption Offer was taken up in full and was completed in June 2024.
On 23 April 2024, the Board announced the appointment of Dimitri Goulandris
and Liad Meidar as independent non-executive Directors.
Josh Targoff did not stand for re-election to the Board at the AGM on 28 May
2024 and, consequently, ceased to be a Director on that date.
On 11 December 2024, the Board announced the appointment of Jefferies
International Limited as joint corporate broker, alongside Deutsche Numis.
There were no other events during the financial year outside the ordinary
course of business which, in the opinion of the Directors, may have had an
impact on the Audited Financial Statements for the year ended 31 December
2024.
12. Financial Highlights
The following tables include selected data for a single Ordinary Share in
issue at the year-end and other performance information derived from the
Audited Financial Statements.
US Dollar Shares
31 December 2024
US$
Per Share Operating Performance
Net Asset Value beginning of the year 25.43
Income from Operations
Net realised and unrealised gain from investment transactions allocated from
Master Fund 6.33
Net loss (0.20)
Total Return from Operations 6.13
Share buyback accretion 0.35
Net Asset Value, end of the year 31.91
Total return before incentive fee allocated from Master Fund 25.97%
Incentive allocation from Master Fund (Note 2) (0.49%)
Total return after incentive fee allocated from Master Fund 25.48%
Total return from operations reflects the net return for an investment made at
the beginning of the year and is calculated as the change in the NAV per
Ordinary Share during the year ended 31 December 2024 and is not annualised.
An individual Shareholder’s return may vary from these returns based on the
timing of their purchases and sales of shares on the market.
US Dollar Shares
31 December 2023
US$
Per Share Operating Performance
Net Asset Value beginning of the year 24.46
Income from Operations
Net realised and unrealised gain from investment transactions allocated from
Master Fund 0.35
Net gain 0.18
Total Return from Operations 0.53
Share buyback accretion 0.44
Net Asset Value, end of the year 25.43
Total return before incentive fee allocated from Master Fund 3.97%
Total return after incentive fee allocated from Master Fund 3.97%
Total return from operations reflects the net return for an investment made at
the beginning of the year and is calculated as the change in the NAV per
Ordinary Share during the year ended 31 December 2023 and is not annualised.
An individual Shareholder’s return may vary from these returns based on the
timing of their purchases and sales of shares on the market.
US Dollar Shares
31 December 2024
US$
Supplemental data
Net Asset Value, end of the year 567,105,693
Average Net Asset Value, for the year1 578,163,517
Ratio to average net assets
Operating expenses2 (5.07%)
Incentive fee allocated from Master Fund (0.49%)
Total operating expenses2 (5.56%)
Net loss (0.31%)
1 Average Net Asset Value for the year is calculated based on published
monthly estimates of NAV.
2 Operating expenses are Company expenses together with operating expenses
allocated from the Master Fund.
3 Net gain (or loss) is taken from the Statement of Operations and is the net
investment gain / (loss) for the year allocated from the Master Fund less the
Company expenses over the average net asset value for the year.
US Dollar Shares
31 December 2023
US$
Supplemental data
Net Asset Value, end of the year 637,967,666
Average Net Asset Value, for the year1 631,249,876
Ratio to average net assets
Operating expenses2 (4.55%)
Total operating expenses2 (4.55%)
Net gain 0.75%
1 Average Net Asset Value for the year is calculated based on published
monthly estimates of NAV.
2 Operating expenses are Company expenses together with operating expenses
allocated from the Master Fund.
3 Net gain (or loss) is taken from the Statement of Operations and is the net
investment gain / (loss) for the year allocated from the Master Fund less the
Company expenses over the average net asset value for the year.
13. Ongoing Charge Calculation
Ongoing charges for the year ended 31 December 2024 and 31 December 2023 have
been prepared in accordance with the AIC recommended methodology. No
performance fees were charged to the Master Fund. In line with AIC guidance,
an Ongoing Charge has been disclosed both including and excluding performance
fees. The Ongoing charges for year ended 31 December 2024 and 31 December 2023
excluding performance fees and including performance fees are based on Company
expenses and allocated Master Fund expenses outlined below.
31 December 2024 31 December 2023
Excluding performance fees
US Dollar Shares 2.33% 1.92%
Including performance fees
US Dollar Shares 3.31% 1.92%
14. Subsequent Events
As at 31 December 2024, the Master Partnership held 78,328 shares of the
Company – these shares were subsequently cancelled in January 2025.
On 1 January 2025, the Investment Manager initiated a restructuring of its
primary funds, including the Master Partnership, and launched a new master
fund, Third Point Master Fund LP (“TP Master Fund”), a Cayman Islands
exempted limited partnership. As part of this restructuring, the Master
Partnership transferred substantially all of its assets, including its Notes,
to the TP Master Fund. Following the transfer, the Master Partnership
distributed its capital back to the Master Fund. The Master Fund then
reinvested this capital into the TP Master Fund, acquiring a direct interest
in the TP Master Fund. No realized gain or loss was recognised as a result of
this restructuring. The Company continues to hold its investment in the Master
Fund and remains an investor in the Master Fund after the completion of the
restructuring.
Vivien Gould resigned from the Board with effect 10 January 2025.
Claire Whittet has been appointed as Chair of the Remuneration & Nomination
Committee with effect from 10 February 2025.
The Directors confirm that, up to the date of approval, which is 16 April
2025, when these financial statements were available to be issued, there have
been no other events subsequent to the balance sheet date that require
inclusion or additional disclosure.
ADDITIONAL INFORMATION
Investor Information
Financial Calendar
Year end 31 December.
Annual results announced and Annual Report published in April.
Annual General Meeting held in May/June.
Interim results announced in September.
Website
Further information about Third Point Investors Limited, including share price
and NAV performance, monthly reports and quarterly investor letters, is
available on the Company’s website: www.thirdpointlimited.com.
How to invest
Information is available on The Association of Investment Companies website,
where a list of platform providers can be found:
www.theaic.co.uk/availability-on-platforms.
Management and Administration
Directors
Rupert Dorey (Chairman)*
Richard Boléat*
Huw Evans*
Dimitri Goulandris* (appointed 23 April 2024)
Vivien Gould* (resigned 10 January 2025)
Joshua L Targoff (retired 28 May 2024)
Liad Meidar* (appointed 23 April 2024)
Claire Whittet*
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.
* These Directors are independent of the Investment Manager.
Investment Manager
Third Point LLC
55 Hudson Yards,
New York, NY 10001,
United States of America.
Auditors
Ernst & Young LLP
PO Box 9, Royal Chambers
St Julian’s Avenue,
St Peter Port, Guernsey, GY1 4AF,
Channel Islands.
Legal Advisors (UK Law)
Herbert Smith Freehills LLP
Exchange House, Primrose Street,
London, EC2A 2HS,
United Kingdom.
Registrar and CREST Service Provider
MUFG Corporate Markets (Guernsey) Limited
(formerly Link Market Services (Guernsey) Limited
Mont Crevelt House,
Bulwer Avenue,
St Sampson, Guernsey, GY2 4LH,
Channel Islands.
Registered Office
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL.
Channel Islands.
Administrator and Secretary
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.
Legal Advisors (Guernsey Law)
Mourant
Royal Chambers, St Julian’s Avenue,
St Peter Port, Guernsey, GY1 4HP,
Channel Islands.
Receiving Agent
MUFG Corporate Markets (Guernsey) Limited
(formerly Link Market Services (Guernsey) Limited)
The Registry,
34 Beckenham Road,
Beckenham, Kent, BR3 4TU,
United Kingdom.
Corporate Brokers
Deutsche Numis
45 Gresham Street,
London, EC2V 7BF,
United Kingdom.
Jefferies International Limited
100 Bishopsgate,
London, EC2N 4JL,
United Kingdom.
Glossary
Activism/Constructivism
An approach where an investment manager engages in dialogue with investee
companies to suggest opportunities to enhance value.
Buyback programme
A buyback is when a corporation purchases its own shares in the stock market.
Capital allocation
Asset and capital allocation are the processes of deciding where to put money
to work in the market.
Corporate credit
A corporate credit strategy typically looks to generate an attractive return
in excess of the current rate of inflation and an attractive total return,
investing in the debt securities of corporations.
Discount
The discount, typically expressed as a percentage, is the amount by which the
share price is less than the net asset value per share.
Event-driven
Event-driven refers to an investment strategy where the investment manager
attempts to profit from a company’s stock mispricing that may typically
occur before, during or after a corporate event.
Fundamental
Fundamental analysis is a valuation tool used by stock analysts to determine
whether a stock is over- or undervalued by the market.
Hedge basket
A hedge basket is an investment approach designed to reduce risk or exposure
to other asset classes or currencies by bundling certain securities together
and selling this bundle short (see Short selling).
Inflation
Inflation is a measure of how much more expensive goods and services have
become over a certain time period.
JP Morgan Investment Grade Index
This is an index that measures the performance of fixed rate debt markets.
Long equity
Long equity is an investment strategy that seeks to take a position in
under-priced stocks in the manager’s opinion. Its counterpart is Short
selling, which seeks to profit from declining prices of over-priced stocks.
Mark to market
Mark to market is an accounting measure based on valuing assets on their
current market price, as opposed to the historic cost.
Monetary policy
Monetary policy is the action a central bank or a government can take to
influence how much money is in a country’s economy and how much it costs to
borrow.
MSCI World Index
This index includes a collection of stocks of all the developed markets of the
world, as defined by MSCI.
NASDAQ Index
The Nasdaq Composite is an index that measures the performance of more than
3,000 securities that are all listed on the tech-focused Nasdaq stock market.
Net equity exposure
Net equity exposure is the difference between a fund’s long positions and
its short positions in its equity holdings.
Privates
A private investment is an asset that is not listed on a public exchange, and
as a result has a more restricted ability to be bought and sold.
Public listing
A publicly-listed company is one whose shares are traded on an exchange.
S&P 500 Index
This is a market-capitalisation weighted index of the top 500 publicly traded
companies in the U.S.
Short selling
A strategy that attempts to profit from a pessimistic view of a certain
company, in which the investment manager borrows the security and sells it on
the open market, hoping to buy it back later for a lesser amount.
Structured credit
Mortgage-backed securities and other consumer asset-backed securities.
The Investment Manager
Third Point LLC is the investment manager of Third Point Investors Limited.
The Master Fund
An exempted company formed under the laws of the Cayman Islands on 21 October
1996.
The Master Partnership
The Master Fund is a limited partner of Third Point Offshore Master Fund L.P.
(the “Master Partnership”), an exempted limited partnership under the laws
of the Cayman Islands, of which Third Point Advisors II L.L.C., an affiliate
of the Investment Manager, is the general partner.
Value strategies
Value investing involves a strategy of buying stocks that seem under-priced
relative to their intrinsic value. The Association of Investment Companies
(AIC) website also features a glossary of definitions of relevant terms, which
can be found at: https://www.theaic.co.uk/aic/glossary
Legal Information
Third Point Investors Limited (TPIL) is a feeder fund listed on the London
Stock Exchange that invests substantially all of its assets in Third Point
Offshore Fund, Ltd (“Third Point Offshore”). Third Point Offshore is
managed by Third Point LLC (“Third Point” or “Investment Manager”), an
SEC registered investment adviser headquartered in New York.
Unless otherwise noted, all performance, portfolio exposure and other
portfolio data included herein relates to the Third Point Offshore Master Fund
L.P. (the “Fund”). Exposures are categorised in a manner consistent with
the Investment Manager’s classifications for portfolio and risk management
purposes.
Past performance is not necessarily indicative of future results, and there
can be no assurance that the Funds will achieve results comparable to those of
prior results, or that the Funds will be able to implement their respective
investment strategy or achieve investment objectives or otherwise be
profitable.
All profit and loss or performance results are based on the net asset value of
fee-paying investors only and are presented net of management fees, brokerage
commissions, administrative expenses, any other expenses of the Funds, and
accrued incentive allocation, if any, and include the reinvestment of all
dividends, interest, and capital gains. From Fund inception through December
31, 2019, each the Fund’s historical performance has been calculated using
the actual management fees and incentive allocations paid by the Fund. The
actual management fees and incentive allocations paid by the Fund reflect a
blended rate of management fees and incentive allocations based on the
weighted average of amounts invested in different share classes subject to
different management fee and/or incentive allocation terms. Such management
fee rates have ranged over time from 1% to 3% (in addition to leverage factor
multiple, if applicable) per annum. The amount of incentive allocations
applicable to any one investor in the Fund will vary materially depending on
numerous factors, including without limitation: the specific terms, the date
of initial investment, the duration of investment, the date of withdrawal, and
market conditions. As such, the net performance shown for the Fund from
inception through December 31, 2019 is not an estimate of any specific
investor’s actual performance. During this period, had the highest
management fee and incentive allocation been applied solely, performance
results would likely be lower. For the period beginning January 1, 2020, each
Fund’s historical performance shows indicative performance for a new issues
eligible investor in the highest management fee (2% per annum), in addition to
leverage factor multiple, if applicable, and incentive allocation rate (20%)
class of the Fund, who has participated in all side pocket private investments
(as applicable) from March 1, 2021 onward. An individual investor’s
performance may vary based on timing of capital transactions. The market price
for new issues is often subject to significant fluctuation, and investors who
are eligible to participate in new issues may experience significant gains or
losses. An investor who invests in a class of Interests that does not
participate in new issues may experience performance that is different,
perhaps materially, from the performance reflected above due to factors such
as the performance of new issues. The inception date for Third Point Offshore
Fund, Ltd. is December 1, 1996, Third Point Partners L.P. is June 1, 1995,
Third Point Partners Qualified L.P. is January 1, 2005, Third Point Ultra Ltd.
is May 1, 1997, and Third Point Ultra Onshore LP is January 2019. All
performance results are estimates and should not be regarded as final until
audited financial statements are issued.
While the performances of the Funds have been compared here with the
performance of well-known and widely recognised indices, the indices have not
been selected to represent an appropriate benchmark for the Funds whose
holdings, performance and volatility, among other things, may differ
significantly from the securities that comprise the indices. Investors cannot
invest directly in an index (although one can invest in an index fund designed
to closely track such index). Indices performance includes reinvestment of
dividends and other earnings, if any.
All information provided herein is for informational purposes only and should
not be deemed as a recommendation or solicitation to buy or sell securities
including any interest in any fund managed or advised by Third Point. All
investments involve risk including the loss of principal. This transmission is
confidential and may not be redistributed without the express written consent
of Third Point LLC and does not constitute an offer to sell or the
solicitation of an offer to purchase any security or investment product. Any
such offer or solicitation may only be made by means of delivery of an
approved confidential offering memorandum. Nothing in this presentation is
intended to constitute the rendering of “investment advice,” within the
meaning of Section 3(21)(A)(ii) of ERISA, to any investor in the Funds or to
any person acting on its behalf, including investment advice in the form of a
recommendation as to the advisability of acquiring, holding, disposing of, or
exchanging securities or other investment property, or to otherwise create an
ERISA fiduciary relationship between any potential investor, or any person
acting on its behalf, and the Funds, the General Partner, or the Investment
Manager, or any of their respective affiliates.
Specific companies or securities shown in this presentation are for
informational purposes only and meant to demonstrate Third Point’s
investment style and the types of industries and instruments in which the
Funds invest and are not selected based on past performance. The analyses and
conclusions of Third Point contained in this presentation include certain
statements, assumptions, estimates and projections that reflect various
assumptions by Third Point concerning anticipated results that are inherently
subject to significant economic, competitive, and other uncertainties and
contingencies and have been included solely for illustrative purposes. No
representations, express or implied, are made as to the accuracy or
completeness of such statements, assumptions, estimates or projections or with
respect to any other materials herein. Third Point may buy, sell, cover or
otherwise change the nature, form or amount of its investments, including any
investments identified in this letter, without further notice and in Third
Point’s sole discretion and for any reason. Third Point hereby disclaims any
duty to update any information in this letter.
While Third Point believes the information in this presentation to be
accurate, no reliance on this presentation should be placed. The information
contained herein is subject to change without notice. An offer to invest in
the Funds will only be made pursuant to the confidential private placement
memorandum (the “PPM”), the Fund’s limited partnership agreement (as
applicable), and the Fund’s subscription agreement, subject to any
disclaimers, terms and conditions contained therein. Investors are encouraged
to read the PPM and consult with their own advisers before deciding whether to
invest in the Funds and periodically thereafter. Third Point will not accept
new subscriptions into Third Point Partners L.P. and Third Point Partners
Qualified L.P. from any non-US investor unless otherwise permissible under
applicable law.
The representative in Switzerland is Fund Rock Switzerland SA, Route de
Cité-Ouest 2, 1196 Gland, Switzerland. The paying agent in Switzerland is
BCGE. The Prospectus/Offering Memorandum, the Articles of Association and
audited financial statements of those funds available in Switzerland can be
obtained free of charge from the representative in Switzerland. The place of
performance and jurisdiction is the registered office of the representative in
Switzerland with regards to the Shares distributed in and from Switzerland.
Copyright (c) 2025 PR Newswire Association,LLC. All Rights ReservedRecent news on Third Point Investors
See all newsREG-Third Point Investors Ltd: Weekly Estimate Net Asset Value - April 2025
AnnouncementREG-Third Point Investors Ltd: Weekly Estimate Net Asset Value - April 2025
AnnouncementREG-Third Point Investors Ltd: Annual Report & Audited Financial Statements for the Period Ended 31 December 2024
AnnouncementREG-Third Point Investors Ltd: Weekly Estimate Net Asset Value - April 2025
AnnouncementREG-Third Point Investors Ltd: Weekly Estimate Net Asset Value - April 2025
Announcement