REG-Third Point Investors Ltd: Interim Report and Unaudited Condensed Interim Financial Statements For the period ended 30 June 2024
13/09/2024 07:00
13 September 2024
Third Point Investors Limited (the "Company")
Interim Report and Unaudited Condensed
Interim Financial Statements
For the period ended 30 June 2024
Third Point Investors Limited, the London-listed, multi-strategy investment
company managed by Third Point LLC (the “Investment Manager”), is pleased
to announce its unaudited half year results for the period ended 30 June 2024.
Financial and Portfolio Key Points
* The Company returned 11.4% on a NAV total return basis and 14.6% on a share
price basis. This compares with a 12.0% return for the MSCI World Index and a
15.3% return for the S&P 500 Index over the same period.
* Long Equity positions contributed strongly to fund performance (+12.2%
gross): * This was led by Vistra, a Texas-based energy company, that has
appreciated in light of AI’s considerable power demands.
* Other top contributors included Amazon, Meta, TSMC and Microsoft, all of
which exhibited positive earnings momentum, due at least in part to the growth
of AI.
* Detractors included Du Pont deNemours, Bath & Body Works, Airbus and Humana.
* Short Equity positions detracted from performance overall (-2.1% gross),
with all detraction coming from portfolio and position-level hedges while
single name short positions were flat.
* Corporate Credit and Structured Credit contributed modestly positive
additions to performance (+1.5% gross): * The Corporate Credit portfolio
outperformed the High Yield Index with positive contribution from cable
positions in Radiate and Frontier Communications.
* The Structured Credit portfolio outperformed the broad fixed income index,
led by spread tightening in residential mortgage-backed securities, and the
decision to remain hedged on interest rates.
* The Privates portfolio enjoyed small gains (+0.6% gross) due to positive
developments from a single position.
Strategy Review
* During the period, a Strategy Committee was formed comprising of Dimitri
Goulandris as Chair, Liad Meidar and Richard Boléat and commenced a full
review to consider how the Company may best deliver value to Shareholders
going forward.
* The Strategy Committee is evaluating a wide range of options, including M&A
opportunities, investment strategy mixes, corporate continuation votes or
further tenders, and potentially other innovative options, and has appointed
Jefferies International Limited to assist with the process.
* The Company is seeking shareholder consultation and input and will conclude
the strategy review before year-end.
Operational Key Points
Discount Control
* The Company continues to assign great importance to discount control which
was exercised during the period through the Redemption Offer. The Board has
authorised the further purchase of up to $20 million of shares in the period
from the completion of the Redemption Offer to 31 December 2024 if, in the
Board’s view, it is in the interests of the Company and Shareholders to do
so.
* The Company bought back 708,665 shares at a cost of $14.5 million in the
period ahead of the Redemption Offer ending March 2024, completing the buyback
programme instigated in September 2023.
* In April 2024, the Company held a Redemption Offer for 25% of outstanding
shares at a 2% discount to NAV. The offer closed in May and was fully taken up
Approximately 6 million shares were redeemed in cash for a total value of
approximately $160 million.
Governance
* In May 2024, all of the resolutions at the Annual General Meeting were
passed comfortably.
* The Board appointed Dimitri Goulandris and Liad Meidar as Directors in April
and their formal appointment was confirmed by shareholders at the AGM while
Josh Targoff did not put himself forward for re-election to the Board.
Rupert Dorey, Chair of the Company, commented:
“The investment manager believes that inflationary pressures are much more
under control and that real and absolute rates have likely peaked. This more
stable interest rate environment can be expected to provide a more attractive
backdrop that can play to the Manager’s investment strategy and strengths.
Exposure to AI-driven themes remain a key component of the Manager’s equity
strategy, both amongst established incumbents, as well as in certain related
sectors where AI can be a catalyst for value creation. The Investment Manager
also still holds a variety of more value-oriented positions where it believes
some kind of catalyst will unlock value. With monetary and regulatory
headwinds potentially set to recede, Third Point expects to see more corporate
activity, which it believes will precipitate additional opportunities in these
event-driven situations.
The Board was pleased to establish the Strategy Committee during the period,
commencing a full review to consider how the Company may best deliver value
for shareholders going forward and we welcome shareholder input to assist the
Strategy Committee with its work which will conclude before year-end.”
Media Enquiries
Charles Ryland / Henry Wilson / Sam Adams
charles.ryland@buchanancomms.co.uk / Tel: Tel: +44 (0)20 7466 5107
henry.wilson@buchanancomms.co.uk / Tel: +44 (0)20 7466 5111
samuel.adams@buchanancomms.co.uk / Tel: +44 (0)20 7466 5162
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 assets under management are currently $517
million as at 31 August 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 42-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.
Why Third Point Investors?
Third Point Investors Limited (TPIL) offers a unique access point to Daniel
Loeb’s Third Point LLC and its track record of delivering returns for
investors since 1995. 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.
Exposure to the flagship Third Point Master Fund
As a UK-listed Company, TPIL offers investors a unique and efficient access
point to Third Point LLC’s flagship Master Fund, which has delivered
attractive risk-adjusted returns to investors since its inception in 1995.
Different pillars of investment strategy
The Third Point LLC (“Third Point” or the “Investment Manager”)
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 we believe 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. An entirely
independent Board of Directors is an important hallmark of good UK governance
practice.
Financial Highlights
As at 30 June 2024
Net Asset Value per Share
+11.4%
30.06.2024: $28.32
31.12.2023: $25.43
Share Price
+14.6%
30.06.2024: $22.35
31.12.2023: $19.50
Performance for the Period
30.06.2024 31.12.2023 Change
Net Assets ($’000s)* $513,283 $637,967 -19.5%
Ordinary Shares in Issue 18,125,988 25,089,924 -27.8%
NAV per Share $28.32 $25.43 +11.4%
Share price $22.35 $19.50 +14.6%
Share price discount to NAV per Share -21.1 -23.3 -2.2
Annualised Historical Performance (%)
1 Year 3 Year 5 Year 10 Year Since TPIL Inception
Third Point Investors Limited (NAV) 20.5% -2.4% 7.4% 6.0% 7.7%
Third Point Investors Limited (Share Price) 13.2% -6.1% 8.3% 4.0% 6.7%
S&P 500 Index 24.6% 10.0% 15.0% 12.9% 10.0%
MSCI World Index 20.8% 7.4% 12.4% 9.8% 7.4%
* Reflects the total AUM less borrowings and other liabilities of Third Point
Investors Limited.
Chairman’s Statement
Dear Shareholder,
During the six-month period to 30 June 2024, the Company’s NAV rose by
11.4%, while the share price rose by 14.6%, the latter was helped by the
narrowing of the discount from 23.3% to 21.1%. The Company bought back 708,665
shares at a cost of $14.5 million in the period ahead of the Redemption Offer
ending March 2024, completing the buyback programme instigated in September
2023.
During the comparable period, the S&P500 and MSCI All World Index rose by
15.3% and 12.0% respectively, driven by a continuing strong and very
concentrated performance from large cap technology and AI-themed equities.
Performance and Portfolio Drivers
The Company’s improved performance overall has been driven by higher net
exposures to equities, rising from 70% at 2023 year-end to 83% at the 2024
half year end. Please refer to the Investment Manager’s Review for greater
detail.
Discount Management and Redemption Offer
The Board continues to assign great importance to discount control, both via
its buyback programme and its planned Redemption Offers. In April 2024, the
Company held a Redemption Offer for 25% of outstanding shares at a 2% discount
to NAV. The offer closed in May, was fully taken up and approximately 6
million shares were redeemed in cash for a total value of approximately $158
million. This brings the total value of shares redeemed in the period
(including buybacks) to approximately $176.6 million. The next Redemption
Offer for 25% of outstanding stock at a 2% discount is scheduled for April
2027. In my Chairman’s Statement in the 2023 Annual Report, I indicated that
the Board had authorized the further purchase of up to $20 million of shares
in the period from the completion of the Redemption Offer to 31 December 2024
if, in the Board’s view, it is in the interests of the Company and
Shareholders to do so.
Annual General Meeting
In May 2024, all of the proposed resolutions were passed comfortably. I would
like to take the opportunity to thank Josh Targoff, who did not put himself
forward for re-election, for his longstanding service on the Board since
inception in 2007. Josh will continue to play an active role as a Board
Observer and as adviser to the Board representing the Investment Manager.
Governance
The Board appointed Dimitri Goulandris and Liad Meidar as Directors in April
and their formal appointment was confirmed by shareholders at the AGM. In
addition to being Directors of the Company, they were also appointed to the
newly formed Strategy Committee.
Strategy Review
The Strategy Committee comprises Dimitri Goulandris as Chair, Liad Meidar and
Richard Boléat. This Committee has commenced a full review to consider how
the Company may best deliver value to Shareholders going forward, and this
will be concluded before year-end (the ‘Strategy Review’).
The Committee is evaluating a wide range of options, including M&A
opportunities, investment strategy mixes, corporate continuation votes or
further tenders, and potentially other innovative options and has appointed
Jefferies International Limited to assist with the process. As part of the
Strategy Review, the Company is seeking shareholder consultation and input.
At the conclusion of the Strategy Review, the Committee will present its
findings to the Board. If approved by the Board, the outcome will then be
reported by the Board to Shareholders, and any recommended new proposals will
be put to Shareholders and voted on by them as appropriate. If at the outcome
of the Strategy Review there are no new proposals recommended by the Board to
Shareholders, the Board expects that, in due course, it will invite
shareholders to vote on the continuation, or otherwise, of the Company. Under
those circumstances, the Board will take into account the performance of the
Company over the relevant period based on the NAV per Share and other metrics
that it considers appropriate in determining whether to recommend voting in
favour of the continuation resolution.
Outlook
The Investment Manager believes that inflationary pressures are now well under
control and that real and absolute rates have likely peaked. While recent
market volatility should continue given some of the macro uncertainties –
from the US election in November to the possibility of escalation in the
Middle East conflict – overall, from an economic perspective, Third Point
continues to see a “soft landing” as the most probable economic scenario
in the US. This more stable interest rate environment can be expected to
provide a more attractive backdrop that can play to the Manager’s investment
strategy and strengths. Exposure to AI-driven themes remain a key component of
the Manager’s equity strategy, both amongst established incumbents, as well
as in certain related sectors where AI can be a catalyst for value creation.
The Investment Manager also still holds a variety of more value-oriented
positions where it believes some kind of catalyst will unlock value. With
monetary and regulatory headwinds potentially set to recede, Third Point
expects to see more corporate activity, which it believes will precipitate
additional opportunities in these event-driven situations.
PORTFOLIO
Investment Manager’s Review
Performance
For the six months ended 30 June 2024, Third Point Investors Limited’s Net
Asset Value (“NAV”) increased by 11.4%, while the corresponding share
price gained 14.6%. This compares with the MSCI World Index and S&P 500 Index
returns of 12.0% and 15.3%, respectively. The Company’s share price return
included the effects of the discount to NAV tightening slightly from -23.3% to
-21.1% during the period.
Equity market performance in the first half of 2024 was similar to the first
half of 2023, as large cap technology stocks, especially those connected to
Artificial Intelligence (AI), comprised the lion’s share of the gains. The
tech-heavy Nasdaq (+17.4%) again outperformed the S&P 500 (+15.3%), while the
S&P 500 Equal Weighted Index gained only 5.1% for the first six months of the
year, reflecting the relatively narrow performance of the market-cap weighted
indices. Credit markets, meanwhile, were subdued as interest rates remained
elevated and spreads tight: the J.P. Morgan High Yield Index gained just 2.6%
and the Bloomberg U.S. Aggregate Bond Index declined by 0.7% in the first half
of the year.
Against this backdrop, Long Equity positions contributed positively to fund
performance (+12.2% gross contribution to return), led by Vistra, a
Texas-based energy company that has appreciated as more investors have come to
understand AI’s ravenous power demands. Other top contributors, including
Amazon, Meta, TSMC and Microsoft, all exhibited positive earnings momentum,
based at least in part on burgeoning demand for either the building blocks or
applications of AI. On the negative side of the ledger, Third Point
experienced losses in several companies that presented weaker-than-expected
earnings, including DuPont deNemours, Bath & Body Works, Airbus and Humana.
Meanwhile, Short Equity positions in aggregate detracted from fund performance
(-2.1% gross contribution to return). All of that detraction came from both
portfolio and position-level hedges, while single-name short positions were
flat, exhibiting positive alpha during a strong period for equities. Corporate
Credit and Structured Credit (+1.5% gross contribution to return in aggregate)
each produced modestly positive additions to performance. The Corporate Credit
portfolio outperformed the High Yield Index, with positive contribution from
cable positions in Radiate and Frontier Communications. The Structured Credit
portfolio outperformed the broad fixed income index, led by spread tightening
in residential mortgage-backed securities and the decision to remain hedged on
interest rates. Finally, the Privates portfolio enjoyed small gains (+0.6%
gross contribution to return) due to positive developments with regards to a
confidential position. The Investment Manager expects to be able to provide
more information on that situation in due course.
Outlook
While August and September have brought volatility in equity markets and that
volatility will likely persist into year-end, the Investment Manager’s
macroeconomic view remains largely intact from the year-end review: leading
indicators like wages, rents, quit rates and corporate margins are starting to
decelerate, which should pave the way for the U.S. Federal Reserve to pursue
less restrictive monetary policy. Focus has more recently turned to the lagged
transmission mechanism of the last two years of restrictive monetary policy,
although the Investment Manager generally believes that any economic weakness
and the effect on consumer spending should be relatively manageable, provided
that the U.S. Federal Reserve does not wait too long to act. But generally,
while there will likely continue to be pockets of vulnerability, Third Point
believes consumer balance sheets are in fairly robust shape, and that the
economy should be able to navigate through a shallow trough.
This broader view accounts for the relatively constructive positioning of the
equity portfolio, with net exposure around 75%. Within that equity net
exposure, the Investment Manager continues to believe it makes sense to have a
balance between high free cash-flow generating tech leaders and the AI
thematic, as well as catalyst-driven and quality positions.
While much ink has been spilled on the waxing and waning of AI sentiment over
the past year, Third Point continues to believe that this will be a durable
investment theme in the years to come. In previous technology cycles –
including the advent of the personal computer, mass adoption of the internet,
cloud computing, and the rise of the smartphone and apps – it took several
years before companies were able to persistently deliver a return on
investment. Third Point believes that patience is warranted as these dynamics
play out in AI and, in the meantime, it is focusing its attention first on the
component and infrastructure layers (energy, data centres, chips,
connectivity) rather than the model (i.e., virtual assistants) and application
layers (software built on top of AI solutions). It is in these building blocks
that value first accrued in previous tech cycles, including the mobile
internet revolution from 2010 to 2016.
On the event-driven side of the portfolio, Third Point continues to believe
that a more stable interest rate environment should continue to give rise to
more corporate activity, whether through M&A, selling underperforming or
noncore business lines, or optimizing balance sheets. That should play well
into the firm’s event driven toolbox, and Third Point believes there will be
more opportunity to add value.
The Investment Manager is also watching closely the upcoming US election for
potential risks from more populist economic policies such as higher taxes and
increased regulation if the Democratic party wins the Presidency, Senate, and
House of Representatives. At the moment, Third Point believes that there will
be a divided government regardless of who wins the Presidential election,
making some of the extreme measures such as taxes on unrealised capital gains
and a 44.6% top tax rate on long-term capital gains more likely to be just
campaign sound bites, rather than laws.
On the short side of the equity portfolio, Third Point is encouraged by recent
efforts to better risk manage that portfolio. As described in the year-end
review, Third Point in mid-2023 restructured its short equity portfolio to be
far more diversified across industry, market cap and factor profile, while
tightly limiting risk in names with high short interest. That approach yielded
consistent alpha over the balance of 2023 and now in the first half of 2024
even as vigorous market performance has continued to render short selling
difficult. Third Point has continued to add exposure to single name shorts
given the positive results here, and expects to see continued progress as
overall dispersion in the market (characterised by a higher spread between
winners and losers) persists. Finally, Third Point has maintained a healthy
allocation to credit, approximately 40% of NAV, given some of the
idiosyncratic opportunities it has identified in Corporate Credit and
Structured Credit. If the U.S. Federal Reserve starts to ease monetary policy
and rates continue to rally, Third Point would expect to look for ways to
monetise or refinance some of its existing residential mortgage-backed
securitisations, through either an outright sale of the underlying mortgage
pools or by locking in lower financing in a new securitisation. In Corporate
Credit, exposure could increase if the Investment Manager starts to see more
pronounced economic weakness and if spreads start to widen from their tight
current levels, in line with its historical playbook of acting as a liquidity
provider during bouts of stress.
Portfolio Analysis
As at 30 June 2024
Exposure
Portfolio Detail1 Long Short Net
Equity
Activism/Constructivism 7.7% -2.5% 5.2%
Fundamental & Event 117.6% -25.0% 92.6%
Portfolio Hedges2 0.0% -14.7% -14.7%
Total Equity 125.2% -42.1% 83.1%
Credit
Corporate & Sovereign 18.0% -0.4% 17.6%
Structured 23.7% -0.1% 23.6%
Total Credit 41.7% -0.5% 41.2%
Privates 7.9% 0.0% 7.9%
Other3 0.0% 0.0% 0.0%
Total Portfolio 174.9% -42.6% 132.2%
Exposure
Equity Portfolio Detail1 Long Short Net
Equity Sectors
Consumer Discretionary 27.5% -4.0% 23.5%
Consumer Staples 0.0% -1.1% -1.1%
Utilities 14.7% -2.7% 12.0%
Energy 0.7% 0.0% 0.7%
Financials 17.5% -3.6% 13.9%
Healthcare 5.9% -2.7% 3.2%
Industrials & Materials 24.3% -4.5% 19.8%
Enterprise Technology 19.7% -3.4% 16.3%
Media & Internet 14.8% -5.4% 9.4%
Portfolio Hedges2 0.0% -14.7% -14.7%
Total 125.2% -42.1% 83.1%
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 Primarily broad-based market and equity-based hedges.
3 Includes currency hedges and macro investments. Rates and FX related
investments are excluded from the exposure figures.
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.
Strategic Report
The Directors submit their Interim 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 period ended 30 June 2024 (‘Interim
Report and Unaudited Condensed Interim Financial Statements’).
The Interim Report and Unaudited Condensed Interim 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 (“Premium Listing”) 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”, “Manager”, or “Firm”).
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.
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. Third Point LLC is the
Investment Manager to the Company, the Master Fund and the Master Partnership.
The Master Fund and the Master Partnership have the same investment
objectives, investment strategies and investment restrictions.
The Master Fund and Master Partnership’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 the Master Fund and Master Partnership’s investment
policies is the main driver of the Company’s performance. The Unaudited
Condensed Interim Financial Statements of the Master Fund and the Unaudited
Condensed Interim Financial Statements of the Master Partnership, should be
read alongside the Company’s Unaudited Condensed Interim Financial
Statements, but do not form part of them.
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 in share
classes YSP, for which the Company has paid a management fee of 1.25% per
annum. These share classes are 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, Redemption Offer and Share Buybacks
The results for the period are set out in the Statement of Operations.
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 has now been 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 period from 1 January 2024 to 30 June 2024, the total number of shares
which were bought back was 708,665, with an approximate value of $14.5
million. The average discount at which purchases were made was 22.6%. The
buybacks effected during the period led to an accretion to NAV per share of
$0.17 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.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
12 September 2024
Directors’ Report
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 9.8.10R(2) of the Listing
Rules.
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 Northern
Trust International Fund Administration Services (Guernsey) Limited
(“NT”); 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.
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 period under review and up to the date
of approval of the Interim Report and Unaudited Condensed Interim 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.
The risk matrix considers all the significant risks to which the Company has
been exposed during the financial period, which are unchanged from those
described in the Report and Accounts for the year ended December 2023. The
principal risks identified comprise:
Discount to the NAV
Shareholder relations
Valuation of investments
Concentration of the Investor Base
Underlying investment performance of the Master Fund
Geopolitical and economic risk
Liquidity of shares in the Master Fund
Performance of the Investment Manager
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, the Board
will be carrying out a Strategy Review over the balance of 2024 and, depending
on the outcome of this exercise, it is possible that the principal risks and
uncertainties may change.
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.
In the period, Master Fund Shares were redeemed to satisfy the Redemption
Offer.
The Board will carry out a Strategy Review in 2024. At the conclusion of the
Strategy Review, the Strategy Committee will present its findings to the
Board. If approved by the Board, the outcome will then be reported by the
Board to Shareholders, and any recommended new proposals will be put to
Shareholders, and voted on by them as appropriate. On the assumption that the
Committee is able to identify a positive direction for the Company, which is
approved by Shareholders, 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 Unaudited Condensed Interim
Financial Statements for the period through 31 December 2025 which is at least
12 months from the date of approval of the unaudited condensed interim
financial statements.
Statement of Directors’ Responsibilities in Respect of the Unaudited
Condensed Interim Financial Statements
The Directors are responsible for preparing the Unaudited Condensed Interim
Financial Statements in accordance with applicable Guernsey Law and accounting
principles generally accepted in the United States of America.
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 Unaudited Condensed Interim
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:
the Interim Report and Unaudited Condensed Interim 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; and
the Interim Report and Unaudited Condensed Interim Financial Statements
provide a fair review of the information required by:
a) DTR 4.2.7 of the Disclosure and Transparency Rules (DTR), being an
indication of important events that have occurred during the first six months
of the financial year 2024 and their impact on the Interim Report and
Unaudited Condensed Interim Financial Statements and a description of the
principal risks and uncertainties for the remaining six months of the year;
and
b) DTR 4.2.8 of the DTR, being related party transactions that have taken
place in the first six months of the current financial year 2024 and that have
materially affected the financial position or performance of the Company
during the six month period ended 30 June 2024 and any changes in the related
party transactions described in the last Annual Audited Financial Statements
that could have a material effect on the financial position or performance of
the Company in the first six months of the financial year 2024.
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.
There were no other events during the financial period outside the ordinary
course of business which, in the opinion of the Directors, may have had an
impact on the Unaudited Condensed Interim Financial Statements for the period
ended 30 June 2024.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
12 September 2024
INDEPENDENT REVIEW REPORT
Independent Review Report to Third Point Investors Limited
Conclusion
We have been engaged by Third Point Investors Limited (the ‘Company’) to
review the Unaudited Condensed Interim Financial Statements for the six months
ended 30 June 2024 which comprise the Statement of Assets and Liabilities,
Statement of Operations, Statement of Changes in Net Assets, Statement of Cash
Flows and the related Notes 1 to 14. We have read the other information
contained in the Interim Report and considered whether it contains any
apparent misstatements or material inconsistencies with the information in the
Unaudited Condensed Interim Financial Statements.
Based on our review, nothing has come to our attention that causes us to
believe that the Unaudited Condensed Interim Financial Statements for the six
months ended 30 June 2024 are not prepared, in all material respects, in
accordance with accounting principles generally accepted in the United States
of America (‘US GAAP’) and the Disclosure Guidance and Transparency Rules
of the United Kingdom’s Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) ‘Review of Interim Financial Information Performed by
the Independent Auditor of the Entity’ issued by the Financial Reporting
Council. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in Note 3, the Annual Financial Statements of the Company are
prepared in accordance with US GAAP. The Unaudited Condensed Interim Financial
Statements have been prepared in accordance with US GAAP.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
International Standard on Review Engagements 2410 (UK) ‘Review of Interim
Financial Information Performed by the Independent Auditor of the Entity’
issued by the Financial Reporting Council. However, future events or
conditions may cause the entity to cease to continue as a going concern.
Responsibilities of the Directors
The Directors are responsible for preparing the Interim Report and Unaudited
Condensed Interim Financial Statements in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom’s Financial Conduct
Authority.
In preparing the Interim Report and Unaudited Condensed Interim 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 Review of the Financial Information
In reviewing the Interim Report and Unaudited Condensed Interim Financial
Statements, we are responsible for expressing to the Company a conclusion on
the Unaudited Condensed Interim Financial Statements. Our conclusion,
including our Conclusions Relating to Going Concern, are based on procedures
that are less extensive than audit procedures, as described in the Basis for
Conclusion paragraph of this report.
Use of our report
This report is made solely to the Company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) ‘Review
of Interim Financial Information Performed by the Independent Auditor of the
Entity’ issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
Guernsey
12 September 2024
Notes:
(1) The maintenance and integrity of the Company’s website is the sole
responsibility of the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditor accepts
no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
(2) Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
30 June 2024 31 December 2023
(unaudited) (audited)
Notes US$ US$
Assets
Investment in Third Point Offshore Fund Ltd at fair value (Cost: US$192,246,583; 31 December 2023: US$340,474,153) 496,371,974 628,751,973
Investment in Participation Note 3 15,193,588 5,005,646
Cash and cash equivalents 2,247,419 190,603
Due from broker 12,817 12,538
Redemption receivable - 4,258,882
Other assets 52,866 81,405
Total assets 513,878,664 638,301,047
Liabilities
Accrued expenses and other liabilities 588,613 330,194
Administration fee payable 6,318 3,187
Total liabilities 594,931 333,381
Net assets 513,283,733 637,967,666
Number of Ordinary Shares in issue 7
US Dollar Shares 18,125,988 25,089,924
Net asset value per Ordinary Share 9, 12
US Dollar Shares $28.32 $25.43
Number of Ordinary B Shares in issue 7
US Dollar Shares 12,083,993 16,726,618
The financial statements were approved by the Board of Directors on 12
September 2024 and signed on its behalf by:
Rupert Dorey
Chairman
Huw Evans
Director
See accompanying notes.
Statement of Operations
30 June 2024 30 June 2023
(unaudited) (unaudited)
Notes US$ US$
Realised and Unrealised gain/(loss) from investment transactions allocated from Master Fund
Net realised (loss)/gain from securities, derivative contracts and foreign currency translations (12,585,640) 2,310,075
Net change in unrealised gain/(loss) on securities, derivative contracts and foreign currency translations 63,546,038 (34,410,382)
Net gain from currencies allocated from Master Fund 123,296 135,214
Total net realised and unrealised gain/(loss) from investment transactions allocated from Master Fund 51,083,694 (31,965,093)
Net investment gain allocated from Master Fund
Interest income 12,612,680 17,950,060
Dividends, net of withholding taxes of US$560,323; (30 June 2023: US$831,511) 1,808,609 2,101,918
Other income 1,165,999 1,185,541
Stock borrowing fees (50,352) (169,698)
Investment Management fee (3,600,933) (4,237,044)
Dividends on securities sold, not yet purchased (830,020) (755,463)
Interest expense (7,327,094) (4,362,295)
Other expenses (1,531,662) (1,223,439)
Total net investment gain allocated from Master Fund 2,247,227 10,489,580
Company expenses
Administration fee 5 (58,707) (63,508)
Directors' fees 6 (204,160) (178,221)
Other fees (1,042,030) (529,711)
Loan interest expense 4 - (7,319,197)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited 1 (43,798) (55,181)
Total Company expenses (1,348,695) (8,145,818)
Net gain 898,532 2,343,762
Net increase/(decrease) in net assets resulting from operations 51,982,226 (29,621,331)
1 Third Point Offshore Independent Voting Company Limited consists of Director
Fees, Audit Fee and General Expenses.
See accompanying notes.
Statement of Changes in Net Assets
30 June 2024 30 June 2023
(unaudited) (unaudited)
Notes US$ US$
Change in net assets resulting from operations
Net realised (loss)/gain from securities, commodities, derivative contracts and foreign currency translations allocated from Master Fund (12,585,640) 2,310,075
Net change in unrealised gain/(loss) on securities, derivative contracts and foreign currency translations allocated from Master Fund 63,546,038 (34,410,382)
Net gain from currencies allocated from Master Fund 123,296 135,214
Total net investment gain allocated from Master Fund 2,247,227 10,489,580
Total Company expenses (1,348,695) (8,145,818)
Net increase/(decrease) in net assets resulting from operations 51,982,226 (29,621,331)
Decrease in net assets resulting from capital share transactions
Share redemptions 7 (176,666,159) (21,189,158)
Net assets at the beginning of the period 637,967,666 676,842,879
Net assets at the end of the period 513,283,733 626,032,390
See accompanying notes.
Statement of Cash Flows
30 June 2024 30 June 2023
(unaudited) (unaudited)
Notes US$ US$
Cash flows from operating activities
Operating expenses (755,353) (400,433)
Interest received / (paid) 361,771 (6,745,042)
Directors' fees (204,160) (178,221)
Administration fee (55,576) (60,245)
Third Point Independent Voting Company Limited¹ (43,798) (55,181)
Change in investment in the Master Fund 2,753,932 157,749,927
Cash inflow from operating activities 2,056,816 150,310,805
Cash flows from financing activities
Credit facility repayment - (149,996,358)
Cash outflow from financing activities - (149,996,358)
Net increase in cash 2,056,816 314,447
Cash and cash equivalents at the beginning of the period 190,603 64,597
Cash and cash equivalents at the end of the period 2,247,419 379,044
1 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 (138,989,490) 19,785,987
Redemption of Company Shares from Master Fund 7 157,959,579 21,189,158
Financing activities
Share redemptions 7 (18,970,089) (21,189,158)
Amortisation of loan cost - 574,155
Investment in Participation Note 10,838,559 2,325,373
See accompanying notes.
Notes to the Unaudited Condensed Interim Financial Statements
For the period ended 30 June 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
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.
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.
The Master Fund is a limited partner of, and invests 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 period ended 30 June 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, the Investment Manager is entitled to a
general partner incentive allocation of 20 percent 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 Third Point Offshore Fund, Ltd. (the ‘Feeder
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 periods before
the General Partner is entitled to incentive allocation. The Company was
allocated US$nil (30 June 2023: US$nil) of incentive fees at the Master Fund
level for the period ended 30 June 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 Unaudited Interim Condensed 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 in the Statement of Assets and Liabilities and for the Statement of Cash
Flows is unrestricted and comprises cash at bank and on hand.
Due from broker
Due from broker includes cash balances held at the Company’s clearing broker
at 30 June 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 Prime Broker.
Redemptions Receivable
Redemptions receivable are capital withdrawals from the Master Fund which have
been requested but not yet settled as at 30 June 2024.
Valuation of Investments
The Company records its investment in the Master Fund at fair value. 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 30 June 2024, but recognises that
climate change may have an effect on the investments held in the Master Fund.
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 period, the
Company owned Class YSP shares of the Master Fund. During the period, the
Company recorded non-cash redemptions of US$153,800,691 (1,138,136 shares) for
the cancellation of the Company shares under the share buyback programme. The
Company also redeemed US$160,350,000 (1,631,887 shares) to pay Company
expenses and to satisfy the Redemption Offer. During the period the Company
recorded a noncash subscription of US$138,989,490 (1,389,895 shares) for
expected future redemption needs.
The following schedule details the movements in the Company’s holdings in
the Master Fund over the period.
Shares held at 1 January 2024 Shares Rolled Up Shares Transferred In Shares Transferred Out Shares Issued Shares Redeemed Share adjustments* Shares held at 30 June 2024 Net Asset Value Per Share at 30 June 2024** Net Asset Value at 30 June 2024
Class YSP - 1.25, Series 1-1 1,528,709 — — — — (219,179) (241) 1,309,289 379.12 496,371,974
Class YSP - 1.25, Series 1.4 440,995 — — — — (440,980) (15) — — —
Class YSP - 1.25, Series 1.5 440,995 — — — — (449,979) (16) — — —
Class YSP - 1.25, Series 2. 48,999 — — — — (48,998) (1) — — —
Class YSP - 1.25, Series 2-2 49,999 — — — — (49,998) (1) — — —
Class YBSP-125, Series 2 38,244 — — — — (38,244) — — — —
Class YBSP-125, Series 3 231,713 — — — — (231,713) — — — —
Class YBSP-125, Series 3 — — — — 1,389,895 (1,389,895) — — — —
Total 496,371,974
* Share adjustments relate to transfers from the portion of shareholders'
capital attributable to Legacy Private Investments.
** 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 period ended June 30, 2024 no payments were made. The
investment in participation note balance as of 30 June 2024 was US$15,193,588.
Losses on the Participation Notes during the period were $650,617.
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 Unaudited Condensed Interim Financial Statements. The Net
Asset Value of the Company’s investment in the Master Fund reflects its fair
value. At 30 June 2024, the Company’s US Dollar shares represented 13.2% (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 Unaudited Condensed Interim 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 Unaudited Condensed Interim 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
Unaudited Condensed Interim 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.
In the period, Master Fund Shares were redeemed to satisfy the Redemption
Offer.
The Board will carry out a Strategy Review in 2024. At the conclusion of the
Strategy Review, the Strategy Committee will present its findings to the
Board. If approved by the Board, the outcome will then be reported by the
Board to Shareholders, and any recommended new proposals will be put to
Shareholders, and voted on by them as appropriate. On the assumption that the
Committee is able to identify a positive direction for the Company, which is
approved by Shareholders, 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 Unaudited Condensed Interim
Financial Statements for the period through 31 December 2025 which is at least
12 months from the date of approval of the unaudited condensed interim
financial statements.
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 Unaudited Condensed Interim Financial Statements.
Credit facility
The Company accounted for the credit facility as a liability, initially
recognised at the amount drawn less any related costs. Issuance costs were
amortised and recognised as additional interest expense over the life of the
loan. At each balance sheet date, the liability was adjusted for the repayment
of principal, accrual of interest and amortization of issuance costs. The
credit facility was fully repaid as of 2 June 2023.
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.
In conjunction with the negotiation and execution of the agreement there were
costs incurred by the Company. The Company paid the issuer of the 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 facility was 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 period amounted to US$58,707 (30 June
2023: US$63,508) with US$6,318 outstanding (31 December 2023: US$3,187) at the
period-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 period is outlined in the Statement of Operations and
amounted to US$43,798 (30 June 2023: US$55,181). As at 30 June 2024 expenses
accrued by the Company on behalf of VoteCo amounted to US$11,372 (31 December
2023: US$42,039).
6. Directors’ Fees
At the AGM in July 2020 Shareholders approved an annual fee cap for the
directors as a whole of £500,000.
The Directors’ fees during the period amounted to US$204,160 (30 June 2023:
US$178,221) with £nil outstanding (31 December 2023: £nil) at the
period-end.
The current fee rates for the individual Directors are as follows;
Name Fee per annum
Chairman £76,000
Audit Committee Chairman £57,000
Director £48,000
Senior Independent Director £3,000
Chairman of the Management Engagement Committee £3,000
Chairman of the Nomination and Remuneration Committee £3,000
Chairman of the Strategy Committee £3,000
The Directors are also entitled to be reimbursed for expenses properly
incurred in the performance of their duties as Director.
7. Stated Capital
The Company was incorporated with the authority to issue an unlimited number
of Ordinary Shares (the “Shares”) with no par value and an unlimited
number of Ordinary B Shares (“B Shares”) of no par value.
Number of Ordinary Shares US Dollar Shares
Shares issued 1 January 2024 25,089,924
Shares Cancelled
Shares cancelled during the period (6,963,936)
Total shares cancelled during the period (6,963,936)
Shares in issue at end of the period 18,125,988
US Dollar Shares
US$
Net assets at the beginning of the period 637,967,666
Shares Cancelled
Share value cancelled during the period (176,666,159)
Total share value cancelled during the period (176,666,159)
Net increase in net assets resulting from operations 51,982,226
Net assets at end of the period 513,283,733
Number of Ordinary B Shares US Dollar Shares
Shares in issue as at 1 January 2024 16,726,618
Shares Cancelled
Shares cancelled during the period (4,642,625)
Total shares cancelled during the period (4,642,625)
Shares in issue at end of the period 12,083,993
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 has now been 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.
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 Fund 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 Ordinary Shares in issue on that day.
10. Related Party Transactions
At 30 June 2024, other investment funds owned by or affiliated with the
Investment Manager owned 4,213,505 (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.
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 Unaudited
Condensed Interim Financial Statements for the period ended 30 June 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
30 June 2024
US$
Per Share Operating Performance
Net Asset Value beginning of the period 25.43
Income from Operations
Net realised and unrealised gain from investment transactions allocated from
Master Fund 2.78
Net loss (0.06)
Total Return from Operations 2.72
Share buyback accretion 0.17
Net Asset Value, end of the period 28.32
Total return before incentive fee allocated from Master Fund 11.36%
Total return after incentive fee allocated from Master Fund 11.36%
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 30 June 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
30 June 2023
US$
Per Share Operating Performance
Net Asset Value beginning of the period 24.46
Income from Operations
Net realised and unrealised loss from investment transactions allocated from
Master Fund (0.80)
Net loss (0.30)
Total Return from Operations (1.10)
Share buyback accretion 0.18
Net Asset Value, end of the period 23.54
Total return before incentive fee allocated from Master Fund (3.76%)
Total return after incentive fee allocated from Master Fund (3.76%)
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 30 June 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
30 June 2024
US$
Supplemental data
Net Asset Value, end of the period 513,283,733
Average Net Asset Value, for the period1 604,606,510
Ratio to average net assets
Operating expenses2 (2.43%)
Total operating expenses2 (2.43%)
Net gain3 0.15%
US Dollar Shares
30 June 2023
US$
Supplemental data
Net Asset Value, end of the period 626,032,390
Average Net Asset Value, for the period1 644,115,181
Ratio to average net assets
Operating expenses2 (2.93%)
Total operating expenses2 (2.93%)
Net gain 0.36%
1 Average Net Asset Value for the period 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 period allocated from the Master Fund less
the Company expenses over the average net asset value for the period.
13. Ongoing Charge Calculation
Ongoing charges for the period ended 30 June 2024 and 31 December 2023 have
been prepared in accordance with the AIC recommended methodology. 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 period ended 30 June 2024 and 31 December 2023 excluding
performance fees and including performance fees are based on Company expenses
and allocated Master Fund expenses outlined below.
30 June 2024 31 December 2023
Excluding performance fees
US Dollar Shares 2.16% 1.92%
Including performance fees
US Dollar Shares 2.16% 1.92%
14. Subsequent Events
The Directors confirm that, up to the date of approval, which is 12 September
2024, when these financial statements were available to be issued, there have
been no 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*
Joshua L Targoff (resigned 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.
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
Link Market Services (Guernsey) Limited
(formerly Capita Registrars (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
Link Market Services Limited
The Registry,
34 Beckenham Road,
Beckenham, Kent, BR3 4TU,
United Kingdom.
Corporate Broker
Deutsche Numis
45 Gresham Street,
London, EC2V 7BF,
United Kingdom.
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.
This document is being furnished to you on a confidential basis to provide
summary information regarding a potential investment in the Funds and may not
be reproduced or used for any other purpose. Your acceptance of this document
constitutes your agreement to (i) keep confidential all the information
contained in this document, as well as any information derived by you from the
information contained in this document (collectively, ‘Confidential
Information’) and not disclose any such Confidential Information to any
other person, (ii) not use any of the Confidential Information for any purpose
other than to consider an investment in the Funds, (iii) not use the
Confidential Information for purposes of trading any security, (iv) not copy
this document without the prior written consent of Third Point and (v)
promptly return this document and any copies hereof to Third Point, or destroy
any electronic copies hereof, in each case upon Third Point’s request
(except that you may retain copies as required by your compliance program).
The distribution of this document in certain jurisdictions may be restricted
by law. Prospective investors should inform themselves as to the legal
requirements and tax consequences of an investment in the Funds within the
countries of their citizenship, residence, domicile and place of business.
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.
Information provided herein, or otherwise provided with respect to a potential
investment in the Funds, may constitute non-public information regarding Third
Point Investors Limited, a feeder fund listed on the London Stock Exchange,
and accordingly dealing or trading in the shares of the listed instrument on
the basis of such information may violate securities laws in the United
Kingdom, United States and elsewhere.
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 FundRock 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.
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