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TPOG - Third Point Offshore Investors News Story

1510p 5.0  0.3%

Last Trade - 26/07/18

Sector
Financials
Size
Mid Cap
Market Cap £739.8m
Enterprise Value £739.8m
Revenue £330.5m
Position in Universe th / 1803

Third Point Offshore: Mandatory Sterling Share Class Conversion

Third Point Offshore Investors Limited (the "Company")

(a closed-ended investment company incorporated with limited liability under
the laws of

Guernsey with registered number 47161)

LEI: 549300WXTCG65AQ7V644

Mandatory Sterling Share Class Conversion

On 14 May 2018, the Company announced the suspension of the Monthly Share
Conversion Scheme effective from the completion of the 31 May 2018 share
conversion (the "May Conversion").

The articles of incorporation of the Company (the “Articles”) contain a
specific provision which permits the directors of the Company (the
“Directors”), in their absolute discretion, to compulsorily convert the
shares of any currency class into shares of the currency class with the
greatest aggregate net asset value in US Dollar terms, if such currency class
falls below a US Dollar equivalent aggregate net asset value of US$50 million.

It is estimated that the aggregate net asset value attributable to the
Sterling share class of the Company (ISIN number: GG00B1YQ6R97) following
completion of the May Conversion will be c.£28.8 million, equivalent to
US$37.9 million at the prevailing exchange rate at the date of this notice. As
the aggregate net asset value of the Sterling share class is expected,
following completion of the May Conversion, to be below US$50 million, the
Directors have resolved, in accordance with the Articles, to convert
compulsorily all the Sterling class shares which remain in issue following
completion of the May Conversion into US Dollar class shares (the
“Compulsory Conversion"). (null)

The Directors consider that the Compulsory Conversion is in the best interests
of shareholders of the Sterling share class and the Company as a whole. 
Shareholders who have their Sterling shares converted into US Dollar shares
will benefit from holding shares in a significantly larger share class
offering higher levels of liquidity. The Company should also benefit from
reduced administrative costs going forward.

Compulsory Conversion

Pursuant to the Compulsory Conversion, all Sterling class shares remaining in
issue following completion of the May Conversion will be compulsorily
converted into US Dollar shares so that each holder of Sterling class shares
receives on 27 July 2018 (the “Effective Date”) such number of US Dollar
shares which corresponds in net asset value to his holding of Sterling shares
as described below.

The share conversion ratio for the Compulsory Conversion will be determined in
accordance with the Articles by reference to the final month-end net asset
value of the Sterling share class and the US Dollar share class and the
prevailing Sterling and USD exchange rates as at close of business on 30 June
2018 (the “Calculation Date”). Fractions of US Dollar shares arising on
the Compulsory Conversion will be rounded down to the nearest whole US Dollar
share.

Application will be made to the Financial Conduct Authority (the “FCA”)
for the new US Dollar class shares arising pursuant to the Compulsory
Conversion to be admitted to the Official List of the UK Listing Authority and
admitted to trading on the London Stock Exchange's main market for listed
securities. In anticipation of the proposed conversion of the entire Sterling
share class pursuant to the Compulsory Conversion, application will also be
made to the FCA for the cancellation of the entire Sterling share class from
the Official List.

Expected conversion timetable

The expected conversion timetable for the Compulsory Conversion is as follows:

 Calculation Date                                    30 June 2018               
 Effective Date                                      27 July 2018               
 Admission to listing of new US Dollar class shares  8.00 a.m. on 27 July 2018  
 Cancellation of listing of Sterling share class     8.00 a.m. on 27 July 2018  

Website:      www.thirdpointoffshore.com

Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited

Company Secretary

Tel: +44 1481 745001



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