REG-Third Point Investors Ltd: Interim Report & Unaudited Condensed Interim Financial Statements for the Period Ended 30 June 2023
22/09/2023 07:15
22 September 2023
Third Point Investors Limited (the "Company")
interim REPORT & unAUDITED condensed interim FINANCIAL STATEMENTS FOR THE
PERIOD ENDED 30 june 2023
LEI: 549300WXTCG65AQ7V644
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 2023.
Financial Key Points
* The Company returned -3.8% on a NAV total return basis and -4.6% on a share
price basis. This compares with a 15.4% return for the MSCI World Index and a
16.9% return for the S&P 500 Index over the same period.
* The share price discount to NAV widened slightly by 0.7% to 16.1%, against a
background of wider discounts generally in the Investment Trust sector, which
fell from -12% to -13.9% over the period under review. This provides
confirmation that the measures taken by the Board to address the discount have
offered investors some protection from broader adverse market influences.
Operational Key Points
Discount Control
* During the first half of 2023, the Company bought back approximately 1.2
million shares, equivalent to $23.7 million in value, which was accretive to
the Company’s NAV by 18 cents per share.
* The Board announced that it would continue its previously announced buyback
programme, authorising up to a further $25 million over the period to April
2024.
* The Company will also hold tender offers in April 2024 and April 2027. These
tenders will each be for 25% of the outstanding shares at a discount of 2%, if
the discount is wider than 10% and 7.5%, respectively, in the six months prior
to the tender submission notification date.
Master Fund Redemptions
* In May 2023, the Third Point Master Fund announced a change to its
redemption policy to accommodate the comparative illiquidity in its legacy
Privates portfolio. From the end of June 2023, redemptions in the Master Fund
are being settled with approximately 91% in cash and 9% in participation
notes, the latter representing the pro rata share of legacy Private positions
in the Master Fund.
* Over time, the Company’s holding of participation notes will increase as
Master Fund shares are redeemed to fund expenses, the buyback programme and,
in due course, any tender offers. In the event that the April 2024 tender is
triggered and fully subscribed, and assuming further that no Private positions
will achieve exits by that time, the Company’s exposure to Privates is
modelled to increase to around 12% from the current 8% level.
AGM
* At the June 2023 AGM, all resolutions were passed. The Board notes that
Resolution 7, reappointing Josh Targoff to the Board, was opposed by over 20%
of eligible votes cast. Under the UK Corporate Governance Code, the Board is
obligated to engage with shareholders who voted against his reappointment and
report back to the market within six months of the AGM, as well as provide
explanatory notes in the next Annual Report. Consequently, the Board has
engaged with and sought feedback from a wide variety of investors. That
review indicated significant shareholder sentiment that the Board should be
composed exclusively of independent members, consistent with the vast majority
of investment trusts listed on the London Stock Exchange.
* In light of the above, the Nomination and Remuneration Committee of
the Board has determined that it does not intend to put forward Mr. Targoff
for re-election at the next AGM, and therefore following the 2024 AGM the
Board expects to be wholly independent. The Board continues to have a high
regard for Mr. Targoff's competence and expertise, and it is expected that he
will continue to participate in board meetings as appropriate in his capacity
as Investment Manager representative, where it is expected he will continue to
serve a valuable role in ensuring the efficient running of the Company.
Portfolio Key Points
* While the Investment Manager does have exposure to the handful of large cap
technology and AI beneficiaries that contributed to such a large part of
market performance in the first six months of 2023, its more diversified and
lower net exposure portfolio of equities has significantly underperformed the
market.
* Long Equity positions contributed positively to fund performance (+2.5%
contribution to return), however, their return lagged, particularly due to
conservative earnings guidance (Danaher, International Flavors & Fragrances,
and Bath & Body Works) or exposure to the financial sector during the Silicon
Valley Bank failure (AIG and Fidelity National Information Services).
* Short Equity positions (-6.4% gross contribution to return) were the major
detractors from performance. This exposure included index hedges, hedge
baskets associated with individual long positions, and single name short
positions.
* Corporate Credit and Structured Credit each contributed +1.3% to gross
returns. The former benefitted from positioning within rebounding cruise lines
and tactical exposure to Credit Suisse bonds, and the latter saw contribution
from residential mortgage-backed securities.
Rupert Dorey, Chair of the Company, commented:
“While it has been a difficult period for performance, the Investment
Manager believes that it has now positioned the portfolio to capitalise on a
more positive macroeconomic view, which has been relatively consistent since
the autumn of 2022.
Equity net exposure has been increased to over 60% more recently,
incorporating a mix of potentially undervalued AI “winners” and a
diversified portfolio of event-driven positions that have defined catalysts in
the next 12 to 18 months. The portfolio positioning reflects the Investment
Manager’s generally favourable view of economic conditions, driven by
declining inflation, resilient consumers, and the likelihood that monetary
policy will become marginally more accommodative.
Meanwhile, the Master Fund’s Corporate and Structured Credit portfolio has
produced and is expected to continue to produce attractive risk-adjusted
returns, based on embedded structural catalysts in the residential mortgage
market.”
Media Enquiries
Charles Ryland / Henry Wilson / Hannah Ratcliff
charles.ryland@buchanancomms.co.uk / Tel: Tel: +44 (0)20 7466 5107
henry.wilson@buchanancomms.co.uk / Tel: +44 (0)20 7466 5111
hannah.ratcliff@buchanancomms.co.uk / Tel: +44 (0)20 7466 5102
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 $626 million as at 30 June 2023.
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.
INTERIM REPORT AND UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
Third Point Investors Limited (“TPIL”) offers a unique access point to
Daniel Loeb’s Third Point LLC and its track record of delivering
risk-adjusted 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 specialty is to pivot
opportunistically across asset classes, optimising returns over the longer
term.
Why Third Point Investors?
Exposure to the flagship Third Point Master Fund
As a UK-listed Company, TPIL offers UK 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 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 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. A majority
of independent directors on a board is an important hallmark of good UK
governance practice.
Chairman’s Statement
Dear Shareholder,
Performance
During the period to 30 June 2023, the Company’s NAV declined by 3.8%, while
the share price fell by 4.6%. The share price discount to NAV widened by 0.7%
to 16.1%, against a background of wider discounts generally in the Investment
Trust sector, increasing from -12% to -13.9% over the period under review.
It provides some satisfaction that the measures which the Board has taken to
address the discount have offered investors some protection from broader
adverse market influences.
The Board notes that the Company’s NAV has sharply underperformed broad
equity market indices such as the S&P 500 and Russell 2000. It is, however,
notable that performance from these indices has been heavily skewed to a
handful of global tech/AI based stocks, to which the Company has only modest
exposure. This is covered in more detail in the Investment Manager’s Review.
While the Company’s equity exposure has helped returns overall, with long
equity exposure contributing +2.5%, its long equity exposure is concentrated
in longer term high conviction positions which the Investment Manager believes
have yet to realise their full potential. Equity short positions detracted
-6.4%. Corporate and Structured credit added +2.6% year-to-date while private
market investments (Privates) detracted 0.5%.
Borrowing Facility
The macroeconomic environment in 2023 has been dominated by sharply rising
global interest rates across the yield curve. It is against this backdrop that
the Board elected in May to terminate its two-year $150 million credit
facility without penalty ahead of its maturity in August 2023. The Company
submitted a redemption request to the Master Fund, the proceeds of which were
used to repay the loan. This reduces structural leverage in the Company to
zero.
Discount Management
The Board assigns great importance to its discount management programme.
During the first half of 2023, the Company purchased approximately 1.2 million
shares for $23.7 million at an average discount to NAV of 16.5%, which has
been accretive to NAV by $0.18 per share.
I would draw investors’ attention to the forthcoming tender offer in April
2024. The Company has committed to tender for 25% of outstanding shares at a
2% discount to the then NAV, if the average share price discount to NAV in the
six-month period to 31 March 2024 exceeds 10%. The Board believes that the
commitment to this tender, combined with a possible further tender offer in
April 2027, will act as a powerful influence to help narrow the discount from
current levels.
In the meanwhile, the Board has authorised up to a further $25 million for
buybacks over the period to April 2024.
Master Fund Redemptions
In May 2023, the Third Point Master Fund (Master Fund) announced a change to
its redemption policy to accommodate the comparative illiquidity in its legacy
Privates portfolio. This was introduced to allow the Investment Manager to
manage the underlying portfolio more effectively, permitting it to offer a
more stable platform for investors while enhancing investor exposure to its
core strategies and competencies. From the end of June 2023, redemptions from
the Master Fund are being settled with approximately 92% in cash and 8% in
participation notes, the latter representing redeeming investors pro rata
share of Privates in the Master Fund. Over time, the Company’s holding of
participation notes will increase as Master Fund shares are redeemed to fund
expenses, the Company’s buyback programme and, in due course, any tender
offers. The board notes that, in the event that the April 2024 tender is
triggered and is fully subscribed, and assuming further that no Privates will
achieve exits by that time, the Company’s exposure to Privates is modelled
to increase to around 12% from the current 8% level. This percentage will
increase further to the extent of the re-implementation of the Company’s
buyback programme as discussed above. Any realisation of Privates via the
participation notes will be reinvested in the Master Fund and will reduce the
Company’s percentage exposure to Privates.
Annual General Meeting
In June 2023, all resolutions proposed at the AGM were passed. The Board notes
that Resolution 7, reappointing Josh Targoff to the Board, was opposed by over
20% of eligible votes cast. Under the UK Corporate Governance Code, the Board
is obligated to engage with shareholders who voted against his reappointment
and report back to the market within six months of the AGM, as well as provide
explanatory notes in the next Annual Report.
Consequently, the Board has engaged with and sought feedback from a wide
variety of investors. That review indicated significant shareholder
sentiment that the Board should be composed exclusively of independent
members, consistent with the vast majority of investment trusts listed on the
London Stock Exchange. In light of the above, the Nomination and
Remuneration Committee of the Board has determined that it does not intend to
put forward Mr Targoff for re-election at the next AGM, and therefore
following the 2024 AGM the Board expects to be wholly independent. The Board
continues to have a high regard for Mr Targoff's competence and expertise, and
it is expected that he will continue to participate in board meetings as
appropriate in his capacity as the Investment Manager's representative, where
it is expected he will continue to serve a valuable role in ensuring the
efficient running of the Company.
Outlook
While it has been a difficult period for performance, the Investment Manager
believes that it has now positioned the portfolio to capitalise on a more
positive macroeconomic view, which has been relatively consistent since the
autumn of 2022. Equity net exposure has been increased to over 60% more
recently, incorporating a mix of potentially undervalued AI “winners” and
a diversified portfolio of event-driven positions that have defined catalysts
in the next 12 to 18 months. The portfolio positioning reflects the Investment
Manager’s generally favourable view of economic conditions, driven by
declining inflation, resilient consumers, and the likelihood that monetary
policy will become marginally more accommodative. Meanwhile, the Master
Fund’s Corporate and Structured Credit portfolio has produced and is
expected to continue to produce, attractive risk adjusted returns, based on
embedded structural catalysts especially in the residential mortgage market.
The Board thanks shareholders for their perseverance and believes that the
Company is well positioned to capitalise on the Investment Managers view of
the current macro environment.
Rupert Dorey
21 September 2023
Portfolio
Investment Manager’s Review
Strategy Performance
For the six months ended 30 June 2023, Third Point Investors Limited’s net
asset value (“NAV”) per share decreased by 3.8%, while the corresponding
share price fell 4.6%. This compares with the MSCI World Index and S&P 500
Index returns of 15.4% and 16.9%, respectively. The Company’s share price
return included the effects of the discount to NAV widening slightly from
-15.4% to -16.1%.
The first half of 2023 saw strong performances of major indices, with the
tech-heavy Nasdaq outperforming the S&P, and both significantly outperforming
the S&P 500 equal-weighted index as well as the Russell 2000. The S&P 500’s
returns continued to be defined by an unusual lack of breadth – 75 percent
of its QTD and YTD returns through Q2 2023 were attributable to just seven
names: Microsoft, Nvidia, Apple, Amazon, Meta (formerly Facebook), Tesla and
Google. These stocks represent just 25% of the market value of the index, so
managers who have had less than 25% of their funds in these companies or who
have not had a massive bet on AI-related (artificial intelligence) names have
found it incredibly challenging to keep up with “the market”. Third Point
is in that camp. While the Investment Manager does have exposure to large cap
tech and AI beneficiaries (Microsoft and Amazon were two of Third Point’s
largest winners YTD), its more diversified and lower-net portfolio of equities
significantly underperformed the S&P thus far this year. Overall, Long Equity
positions contributed -positively to fund performance (+2.5% gross
contribution to return). However, their return lagged the broader indices
given the dynamics discussed above. As well as exposure to several high
conviction event-driven positions that provided conservative earnings guidance
(Danaher, IFF and Bath & Body Works) or were exposed to the financial sector
during the Silicon Valley Bank failure and the shortlived contagion that
followed (AIG and Fidelity National Information Services). Not surprisingly,
given the broader move in equity markets, Short Equity positions (-6.4% gross
contribution to return), overshadowed the long portfolio contribution. This
was a combination of index hedges, hedge baskets matched up with individual
long positions, as well as single name shorts. Elsewhere, Corporate Credit and
Structured Credit each contributed 1.3% to gross returns. The former
benefitted from positioning within rebounding cruise line positions and
tactical exposure to Credit Suisse bonds, and the latter saw contribution from
residential mortgage-backed securities, whose pricing bounced back from 2022
lows, helped by continued performance of the underlying loans and a strong
housing market. Finally, Privates (-0.5% contribution to return) were a
modest source of detraction due to slight markdowns in later stage venture
capital positions.
Outlook
While the results thus far in 2023 have been frustrating, Third Point has been
careful to maintain its process and not either 1) abandon the risk management
framework it has in place that allows it to be a liquidity provider when
markets correct; or 2) dismiss themes like AI as “fads” and attempt to bet
against the winners of this very important long-term theme. Through the
firm’s private investments, Third Point has long been familiar with the
implications of AI. This year we have carried our research and reflection
further, in considering the likely future impact of AI on public market equity
valuations. Third Point is comfortable owning a select group of equities that
are, in its opinion, the highest probability beneficiaries of AI-driven growth
over the medium term, especially as AI transitions from consumer-focused
applications like ChatGPT to solutions that large enterprises can monetize.
The bulk of the equity portfolio, though, is comprised of high conviction,
catalyst-rich names going through some kind of transformation, where Third
Point sees significant upside potential moving forward. A few of these
companies have performed poorly in the first half of the year, in particular
Fidelity National Information Services, Danaher, and Bath & Body Works, where
the Investment Manager failed to anticipate weakening fundamentals or was
caught off guard by the relative conservatism of management’s approach to
2023 guidance (or a combination of both). Third Point is already seeing signs
of improvement in the fundamentals or the early stages of advantageous
catalysts in these companies. Meanwhile, Credit continues to be a steady
performer, and a ballast for the portfolio given the ability to reinvest at
higher yield per unit of risk. Notwithstanding the recent underperformance,
Third Point is excited about its portfolio and confident it will generate
attractive risk-adjusted returns over the coming quarters.
Third Point LLC
Portfolio Analysis
As at 30 June 2023
Portfolio Detail 1 Long Exposure Net
Short
Equity
Activism/Constructivism 10.1% - 2.0% 8.1%
Fundamental & Event 77.0% -17.8% 59.2%
Portfolio Hedges 3 0.0% - 25.5% - 25.5%
Total Equity 87.1% - 45.4% 41.8%
Credit
Corporate & Sovereign 15.0% -0.3% 14.6%
Structured 25.5% - 0.1% 25.4%
Total Credit 40.5% - 0.4% 40.1%
Privates
Privates 8.5% 0.0% 8.5%
Side Pocket Privates 0.0% 0.0% 0.0%
Total Privates 8.5% 0.0% 0.0%
Other 2 0.0% 0.0% 0.0%
Total Portfolio 136.0% - 45.8% 90.3%
Equity Portfolio Detail 1 Long Exposure Short Net
Equity Sectors
Consumer Discretionary 18.7% - 2.4% 16.3%
Consumer Staples 0.0% - 0.5% -0.5%
Utilities 11.0% -2.5% 8.5%
Energy 3.6% - 1.0% 2.6%
Financials 11.3% - 4.5% 6.8%
Healthcare 10.0% - 3.6% 6.4%
Industrials & Materials 11.3% - 3.2% 8.2%
Enterprise Technology 15.3% - 1.2% 14.1%
Media & Internet 6.0% - 1.1% 4.9%
Portfolio Hedges 3 0.0% - 25.5% - 25.5%
Total 87.1% -45.4% 41.8%
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 Includes currency hedges and macro investments. Rates and FX related
investments are excluded from the exposure figures.
3 Primarily broad-based market and equity-based hedges.
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 2023 (“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 sharestructure 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 of 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”).
Substantially 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 Class YSP. This share class
attracted a management fee of 1.50% and the Company also qualified for an
additional reduction in the management fee applicable to it based on its size
and longevity as an investor in the Master Fund. As a result, the Company has
paid a management fee of 1.25% per annum. The Class YSP shares 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 and Share Buybacks
The results for the period are set out in the Statement of Operations.
In September 2019, the Board announced the implementation of a share buyback
programme worth $200 million, with share purchases being made through the
market at prices below the prevailing NAV per share. The scale of the buyback
was designed to reduce the discount to net asset value, contain discount
volatility and provide liquidity to the market. Meanwhile, the Company’s
returns are bolstered by the accretion to NAV from buybacks. The buyback
programme was extended in September 2022 with the order of a further $50
million allocated to buybacks in the subsequent 12 months and the Board has
now authorised up to a further $25 million for buybacks over the period to
April 2024.
In the period from 1 January 2023 to 30 June 2023, the total number of shares
which were bought back was 1,206,013, with an approximate value of $24
million. The average discount at which purchases were made was 16.5%. The
buybacks effected during the period led to an accretion to NAV per share of 18
cents.
Key performance indicators (“KPI’s”)
At each Board meeting, the Board considers a number of performance measures to
assess the Company’s success in achieving its objectives. The KPI’s 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
21 September 2023
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 2022.
The principal risks identified comprise:
* Discount to the NAV
* Concentration of the Investor Base
* Shareholder relations
* Performance of the Investment Manager
* Underlying investment performance of the Master Fund
* Geopolitical and economic risk
* Liquidity of shares in the Master Fund
* Valuation of investments
It is expected that the principal risks and uncertainties listed above will
apply to the Company for a minimum of the next six months.
Going Concern
The Master Fund Shares can be converted to cash to meet liabilities in respect
of, for example, Company expenses and the buyback programme, as they fall due
and can be converted to cash to meet liabilities in respect of, for example,
Company expenses and the buyback programme, as they fall due.
In addition, the Company has committed to hold a tender offer for 25% of NAV,
at a discount of 2% to NAV, if the average discount to NAV at which the shares
trade in the six month period ending 31 March 2024 is more than 10%. On the
assumption that the average discount is higher than the threshold and that the
tender offer is fully subscribed, this would imply further redemptions from
the Master Fund of approximately $155 million.
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 2024.
Significant Events
As described above, on 2 June 2023, the Company repaid the $150 million credit
facility with JP Morgan Chase Bank N.A.
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 2023.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
21 September 2023
Statement of Directors’ Responsibilities in Respect of the Unaudited
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 2023 and their impact on these 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 2023 and that have
materially affected the financial position or performance of the Company
during the six month period ended 30 June 2023 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 2023.
Rupert Dorey
Chairman
Huw Evans
Director
21 September 2023
Independent Review Report to the Members of 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 2023 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 2023 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 have conducted our review in accordance with the 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 accounting principles generally accepted in the
United States of America (“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 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 audit of the financial statements
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.
David Robert John Moore, ACA
for and on behalf of Ernst & Young LLP
Guernsey
21 September 2023
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
As at 30 June
(Stated in United States Dollars) 30 June 2023 (Unaudited) US$ 31 December 2022 (Audited) US$
Assets
Investment in Third Point Offshore Fund Ltd at fair value (Cost: US$345,479,984; 31 December 2022: US$425,367,214) 617,828,267 822,440,287
Investment in Participation Note 2,325,373 -
Cash and cash equivalents 379,044 64,597
Due from broker 12,173 11,944
Redemption receivable 5,888,640 6,121,484
Other assets 53,476 79,388
Total assets 626,486,973 828,717,700
Liabilities
Accrued expenses and other liabilities 448,313 344,792
Loan facility (Note 4) - 149,425,845
Loan interest payable - 2,101,177
Administration fee payable 6,270 3,007
Total liabilities 454,583 151,874,821
Net assets 626,032,390 676,842,879
Number of Ordinary Shares in issue (Note 7)
US Dollar Shares 26,588,815 27,666,789
Net asset value per Ordinary Share (Notes 9 and 12)
US Dollar Shares $23.54 $24.46
Number of Ordinary B Shares in issue (Note 7)
US Dollar Shares 17,725,878 18,444,523
The financial statements on pages 21 to 32 were approved by the Board of
Directors on 21 September 2023 and signed on its behalf by:
Rupert Dorey
Chairman
Huw Evans
Director
See accompanying notes.
Statement of Operations
For the period ended 30 June
(Stated in United States Dollars) 30 June 2023 30 June 2022 (Unaudited) US$
(Unaudited) US$
Realised and unrealised (loss) from investment transactions allocated from Master Fund
Net realised gain from securities, derivative contracts and foreign currency translations 2,310,075 79,814,361
Net change in unrealised (loss)/gain on securities, derivative contracts and foreign currency translations (34,410,382) (322,817,974)
Net gain from currencies allocated from Master Fund 135,214 2,563,315
Total net realised and unrealised (loss) from investment transactions allocated from Master Fund (31,965,093) ( 240,440,298)
Net investment gain allocated from Master Fund
Interest income 17,950,060 21,840,650
Dividends, net of withholding taxes of US$831,511; (30 June 2022: US$485,645) 2,101,918 1,146,862
Other income 1,185,541 226,501
Stock borrow fees (169,698) (520,868)
Investment Management fee (4,237,044) (5,710,748)
Dividends on securities sold, not yet purchased (755,463) (1,555,645)
Interest expense (4,362,295) (2,694,645)
Other expenses (1,223,439) (1,486,541)
Total net investment gain allocated from Master Fund 10,489,580 11,245,566
Company expenses
Administration fee (Note 5) (63,508) (73,944)
Directors’ fees (Note 6) (178,221) (163,071)
Other fees (529,711) (576,193)
Loan interest expense (Note 4) (7,319,197) (2,787,108)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited1 (Note 5) (55,181) (35,543)
Total Company expenses (8,145,818) (3,635,859)
Net gain 2,343,762 7,609,707
Net (decrease) in net assets resulting from operations (29,621,331) (232,830,591)
1 Third Point Offshore Independent Voting Company Limited consists of Director
Fees, Audit Fee and General Expenses.
See accompanying notes.
Statement of Changes in Net Assets
For the period ended 30 June
(Stated in United States Dollars) 30 June 2023 (Unaudited) US$ 30 June 2022 (Unaudited) US$
Changes in net assets resulting from operations
Net realised gain from securities, commodities, derivative contracts and foreign currency translations allocated from Master Fund 2,310,075 79,814,361
Net change in unrealised (loss) on securities, derivative contracts and foreign currency translations allocated from Master Fund (34,410,382) (322,817,974)
Net gain from currencies allocated from Master Fund 135,214 2,563,315
Total net investment gain allocated from Master Fund 10,489,580 11,245,566
Total Company expenses (8,145,818) (3,635,859)
Net decrease in net assets resulting from operations (29,621,331) (232,830,591)
Decrease in net assets resulting from capital share transactions
Share redemptions (Note 7) (21,189,158) (100,091,248)
Net assets at the beginning of the period 676,842,879 1,057,242,522
Net assets at the end of the period 626,032,390 724,320,683
See accompanying notes.
Statement of Cash Flows
For the period ended 30 June
(Stated in United States Dollars) 30 June 2023 (Unaudited) US$ 30 June 2022 (Unaudited) US$
Cash flows from operating activities
Operating expenses (400,433) (926,857)
Interest paid (6,745,042) (1,884,837)
Directors’ fees (178,221) (163,071)
Administration fee (60,245) (42,671)
Third Point Offshore Independent Voting Company Limited 1 (55,181) (35,543)
Change in investment in the Master Fund 157,749,927 2,625,000
Cash inflow/(outflow) from operating activities 150,310,805 (427,979)
Cash Flows from financing activities
Repayment of credit facility (149,996,358) -
Cash outflow from financing activities (149,996,358) -
Net increase/(decrease) in cash 314,447 (427,979)
Cash and cash equivalents at the beginning of the period 64,597 465,592
Cash and cash equivalents at the end of the period 379,044 37,613
1 Third Point Offshore Independent Voting Company Limited consists of Director
Fees, Audit Fee and General Expenses.
(Stated in United States Dollars) 2023 US$ 2022 US$
Supplemental disclosure of non-cash transactions from:
Operating activities
Subscriptions 19,785,987 -
Redemption of Company Shares from Master Fund (Note 7) 21,189,158 100,091,248
Financing activities
Share redemptions (Note 7) (21,189,158) (100,091,248)
Amortisation of loan cost 574,155 427,663
Investment in Participation Note 2,325,373 -
See accompanying notes.
Notes to the Unaudited Financial Statements
For the period ended 30 June 2023
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 2023, 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. Under the Investment Management Agreement, had the
NAV of the Master Fund increased over the year, the Investment Manager would
also have been 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. Class YSP shares are subject to a 25%
investor level gate. The Company’s investment in the Master Fund is subject
to an investorlevel 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.
The Company was allocated US$nil (30 June 2022: US$nil) of incentive fees at
the Master Fund level for the period ended 30 June 2023.
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 2023. 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 2023.
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 2023, 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$43,342,300 (134,789
shares) for the cancellation of the Company shares under the share buyback
programme and for the expected quarterly redemption needs. The Company also
redeemed US$155,150,000 (861,943 shares) to pay Company expenses and to repay
the loan facility. During the period, the Company recorded a noncash
subscription of US$19,785,987 (197,860 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 Shares Rolled Shares Transferred Shares Transferred Shares Shares Shares held at 30 June Net Asset Value Per Share at 30 June Net Asset Value at 30 June
2023 Up In Out Issued Redeemed 2023 2023* 2023
Class YSP – 1.25, 490,000 — — — — (490,000) — — —
Class YSP – 1.25, 2,077,599 — — — — (436,978) 1,640,621 321.35 527,214,521
Class YSP – 1.25, 22 , 699 — — — — (22,699) — — —
Class YSP – 1.25, 451 — — — — (451) — — —
Class YSP – 1.25, 441,000 — — — — — 441,000 73.36 32,352,592
Class YSP – 1.25, 450,000 — — — — — 450,000 69.76 31,392,390
Class YSP – 1.25, 49,000 — — — — — 49,000 73.36 3,594,733
Class YSP – 1.25, 53 , 840 — — — — (53,840) — — —
Class YSP – 1.25, 50,000 — — — — — 50,000 69.76 3,488,043
Class YBSP - 1.25, Series 1 — — — — 197,860 — 197,860 100.00 19,785,988
Total 617,828,267
* Rounded to two decimal places.
A portion of the Company’s investment in the Master Fund redemptions after
June 1, 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 June 1, 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, 2023 no payments were made. The
investment in particpation note balance as of June 30, 2023 was US$2,325,373.
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 2023, the Company’s US Dollar shares represented 14.1% (31
December 2022: 15.6%) 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 realized and unrealized 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 can be converted to cash to meet liabilities in respect
of, for example, Company expenses and the buyback programme, as they fall due
and can be converted to cash to meet liabilities in respect of, for example,
Company expenses and the buyback programme, as they fall due.
In addition, the Company has committed to hold a tender offer for 25% of NAV,
at a discount of 2% to NAV, if the average discount to NAV at which the shares
trade in the six month period ending 31 March 2024 is more than 10%. On the
assumption that the average discount is higher than the threshold and that the
tender offer is fully subscribed, this would imply further redemptions from
the Master Fund of approximately $155 million.
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 2024.
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, interpretation or amendment
that has been issued but are not yet effective. The amendments and
interpretations which apply for the first time in 2023 have been assessed and
do not have an impact on the Unaudited Condensed Interim Financial Statements.
Credit facility
The Company has accounted for the credit facility as a liability, initially
recognized at the amount drawn less any related costs. Issuance costs are
amortized and recognized as additional interest expense over the life of the
loan. These expenses will impact the Company’s net income for the remaining
amortization period. The liability is 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
served 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 2the 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$63,508 (30 June
2022: US$73,944) with US$6,270
outstanding (31 December 2022: US$3,007) 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 on page 22
and amounted to US$55,181 (30 June 2022: US$35,543). As at 30 June 2023
expenses accrued by the Company on behalf of VoteCo amounted to US$15,630 (31
December 2022: US$11,728).
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$178,221 (30 June 2022:
US$163,071) with £nil outstanding (31 December 2022: £nil) at the
period-end.
The current fee rates for the individual Directors are as follows:
Name Fee per annum
Chairman £76,000
Audit Committee Chairman £57,000
Director £48,000
Senior Independent Director £3,000
Chairman of the Management Engagement Committee £3,000
Chairman of the Nomination and Remuneration Committee £3,000
The Directors are also entitled to be reimbursed for expenses properly
incurred in the performance of their duties as Director.
7. Stated Capital
The Company was incorporated with the authority to issue an unlimited number
of Ordinary Shares (the “Shares”) with no par value and an unlimited
number of Ordinary B Shares (“B Shares”) of no par value.
Number of Ordinary Shares Notes US Dollar Shares
Shares issued 1 January 2023 27,666,789
Shares Cancelled
Shares cancelled during the period (1,077,974)
(1,077,974)
Shares in issue at end of the period 26,588,815
US Dollar Shares
Notes US$
Net assets at the beginning of the period 676,842,879
Shares Cancelled
Share value cancelled during the period (21,189,158)
Total share value cancelled during the period (21,189,158)
Net (decrease) in net assets resulting from operations (29,621,331)
Net assets at end of the period 626,032,390
Number of Ordinary B Shares Notes US Dollar Shares
Shares in issue as at 1 January 2023 18,444,526
Shares Cancelled
Shares cancelled during the period (718,648)
Total shares cancelled during the period (718,648)
Shares in issue at end of the period 17,725,878
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. In addition all of the
company’s Shareholders have the right to vote on all material changes to
the Company’s investment policy.
Repurchase of Shares
At each AGM, the Directors seek authority from the shareholders to purchase in
the market for the forthcoming year up to 14.99 percent of the Shares in
issue. Pursuant to this repurchase authority, the Company, through the Master
Fund, commenced a share repurchase program in 2007. The Shares initially
purchased were held by the Master Partnership. The Master Partnership’s
gains or losses and implied financing costs related to the shares purchased
through the share purchase programme are entirely allocated to the Company’s
investment in the Master Fund.
In September, 2019, it was announced that the Company, again through the
Master Fund, would seek to buy back, at the Board’s discretion and subject
to the requirement to buy no more than 14.99% of its outstanding stocks
between general meetings, up to $200 million worth of stock over the
subsequent three years. The buyback programme was extended in September 2022
with the order of a further $50 million allocated to buying back shares over
the subsequent 12 months and the Board has now authorised up to a further $25
million for buybacks over the period to April 2024. 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. As at 30 June 2023, the
Master Partnership held 298,159 shares of the Company.
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 2023, other investment funds owned by or affiliated with the
Investment Manager owned 5,705,443 (31 December 2022: 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
In May 2023 the Third Point Master Fund announced a change to its redemption
policy to accommodate the comparative illiquidity in its legacy Privates
portfolio.
As described above, on 2 June 2023, the Company repaid the $150 million credit
facility with JP Morgan Chase Bank N.A.
There were no other events during the financial period outside the ordinary
course of business which, in the opinion of the Directors, may have had an
impact on the Unaudited Condensed Interim Financial Statements for the period
ended 30 June 2023.
12. Financial Highlights
The following tables include selected data for a single Ordinary Share in
issue at the period-end and other performance
information derived from the Unaudited Financial Statements.
US Dollar Shares 30 June 2023 US$
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 period and is calculated as the change in the NAV per
Ordinary Share during the period 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 2022 US$
Per Share Operating Performance
Net Asset Value beginning of the period 32.37
Income from Operations
Net realised and unrealised loss from investment transactions allocated from Master Fund (7.33)
Net loss (0.12)
Total Return from Operations (7.45)
Share buyback accretion 0.12
Net Asset Value, end of the period 25.04
Total return before incentive fee allocated from Master Fund (22.64%)
Total return after incentive fee allocated from Master Fund (22.64%)
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 period ended 30 June 2022 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$
Supplemental data
Net Asset Value, end of the period 626,032,390
Average Net Asset Value, for the period 1 644,115,181
Ratio to average net assets
Operating expenses 2 (2.93%)
Incentive fee allocated from Master Fund -
Total operating expense 2 (2.93%)
Net gain 3 0.36%
US Dollar Shares 30 June 2022 US$
Supplemental data
Net Asset Value, end of the period 724,320,683
Average Net Asset Value, for the period 1 881,513,378
Ratio to average net assets
Operating expenses 2 (1.77%)
Total operating expense 2 (1.77%)
Net loss 0.86%
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 period ended 30 June 2023 and 31 December 2022 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 2023 and 31 December 2022 excluding
performance fees and including performance fees are based on Company expenses
and allocated Master Fund expenses outlined below.
(excluding performance fees) 30 June 2023 31 December 2022
US Dollar Shares 2.17% 1.98%
(including performance fees) 30 June 2023 31 December 2022
US Dollar Shares 2.17% 1.98%
14. Subsequent Events
As at 30 June 2023, the Master Partnership held 298,159 shares of the Company
– these shares were subsequently cancelled in July 2023.
The Directors confirm that, up to the date of approval, which is 21 September
2023, 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.
Investor Information
Financial Calendar
Year end 31 December.
Annual results announced and Annual Report published in April. Annual General
Meeting held in 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
DirectorsRupert Dorey (Chairman)*Richard Boléat*Huw Evans*Vivien
Gould*Joshua L TargoffClaire Whittet* PO Box 255, Trafalgar Court, Les
Banques, St Peter Port, Guernsey, GY1 3QL,Channel Islands. * These Directors
are independent. Investment ManagerThird Point LLC 55 Hudson Yards,New York,
NY 10001, United States of America. AuditorsErnst & Young LLPPO 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 OfficePO Box 255, Trafalgar Court, Les
Banques, St Peter Port, Guernsey, GY1 3QL,Channel Islands. Administrator and
SecretaryNorthern 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)MourantRoyal Chamers, St
Julian’s Avenue, St Peter Port, Guernsey, GY1 4HP,Channel
Islands. Receiving AgentLink Market Services Limited The Registry,34
Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom. Corporate
BrokerNumis Securities Limited45 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 categorized 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 recognized 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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