REG-Third Point Investors Ltd: Result of Annual General Meeting

Third Point InvestorsAnnouncement

07/06/2023 14:45

Third Point Investors Limited
(A closed-ended investment company incorporated in Guernsey with registration
number 47161)
LEI Number: 549300WXTCG65AQ7V644
 Renewal Date- 03/02/2024
(The “Company”)

07 JUNE 2023

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held on 07 June 2023 all Ordinary
and Special Resolutions set out in the Annual General Meeting Notice sent to
Shareholders dated 19 May 2023 were duly passed.

Votes representing 69.62% of the issued share capital were cast.

Details of the proxy voting results which should be read along side the Notice
are noted below:

 Ordinary Resolution  For         Discretion (voted in favour)  Against    Abstain      
 1                    30,804,576  0                             10,458     0            
 2                    30,789,664  0                             25,370     0            
 3                    30,569,997  0                             18         245,019      
 4                    30,804,576  0                             10,458     0            
 5                    30,804,576  0                             10,458     0            
 6                    30,804,576  0                             10,458     0            
 7                    8,601,170   0                             4,353,260  17,860,604*  
 8                    30,804,576  0                             10,458     0            
 9                    30,804,576  0                             10,458     0            
 10                   30,804,576  0                             10,458     0            
 Special Resolution   For         Discretion (voted in favour)  Against    Abstain      
 11                   12,954,412  0                             18         17,860,604*  

Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution. 

The Directors note that in respect of Resolution 7 at the AGM, votes against
the re-election of Josh Targoff totalled 33.60% of the total votes cast. Under
the UK Corporate Governance Code (“the Code”) E.2.2., this exceeds the 20%
threshold for votes cast against the resolution.

The Board are therefore obligated under the Code to provide an update on the
views received from shareholders and respond accordingly within a 6-month
period. Additionally, the Board is required to provide a final summary in the
Annual Report, and at the next Annual General Meeting, within the explanatory
notes.

The Board will respond accordingly.

Pursuant to Article 4(c) of the Articles of Incorporation of the Company, the
Class B Shareholder was unable to vote in respect of Resolution 7, this being
a Listing Rule Reserved Matter.

*The abstaining votes represent Third Point Offshore Independent Voting
Company Limited.

The Special Resolution was as follows:
 

Special Resolution 11

That conditional upon the Ordinary Shares of the Company remaining traded on
the main market of the London Stock Exchange, the Company be authorised in
accordance with Section 315 of the Companies Law to make market acquisitions
(within the meaning of section 316 of the Companies Law) of each class of its
Shares (either for retention as treasury shares for future reissue and resale
or transfer, or cancellation) provided that:
1. the maximum number of Shares hereby authorised to be purchased shall be
14.99% of each class of Shares in issue at the date of this document;
2. the minimum price (exclusive of expenses) which may be paid for a Share
shall be 50 per cent of the Net Asset Value (as defined in the Articles);
3. Unless a tender offer is made to all holders of the relevant class of
Shares, the maximum price (exclusive of expenses) which may be paid for a
Share shall not be more than the higher of (a) 105 per cent of the average of
the middle mark quotations for a Share taken from the London Stock
Exchange’s main market for listed securities for the five business days
before the purchase is made and (b) the higher of the price of the last
independent trade and the highest current independent bid at the time of the
purchase; and (c) any purchase by the Company of 15 per cent or more of any
class of its Shares shall be effected by way of a tender offer to all
Shareholders of that class, or such other price as may be permitted by the
Listing Rules of the UK Listing Authority:
4. the authority hereby conferred shall expire at the conclusion of the next
Annual General Meeting of the Company, or, if earlier, on the expiry of
eighteen months from the passing of this resolution, unless such authority is
renewed, varied or revoked prior to such time; and
5. the Company may make a contract to purchase Shares under the authority
hereby conferred prior to the expiry of such authority which will or may be
executed wholly or partly after the expiration of such authority and may make
a purchase of Shares pursuant to any such contract.
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
 
Tel:        01481 745001

END
 



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