13 September 2024
Third
Point Investors Limited (the "Company")
Interim Report and Unaudited
Condensed
Interim Financial Statements
For the period ended 30 June
2024
Third Point
Investors Limited, the London-listed, multi-strategy investment
company managed by Third Point LLC (the “Investment Manager”), is
pleased to announce its unaudited half year results for the period
ended 30 June 2024.
Financial
and Portfolio Key Points
-
The
Company returned 11.4% on a NAV total return basis and 14.6% on a
share price basis. This compares with a 12.0% return for the MSCI
World Index and a 15.3% return for the S&P 500 Index over the
same period.
-
Long Equity
positions contributed strongly to fund performance (+12.2%
gross):
-
This was led by
Vistra, a Texas-based energy
company, that has appreciated in light of AI’s considerable power
demands.
-
Other top
contributors included Amazon, Meta, TSMC and Microsoft, all of
which exhibited positive earnings momentum, due at least in part to
the growth of AI.
-
Detractors
included Du Pont deNemours, Bath & Body Works, Airbus and
Humana.
-
Short Equity
positions detracted from performance overall (-2.1% gross), with
all detraction coming from portfolio and position-level hedges
while single name short positions were flat.
-
Corporate
Credit and Structured Credit contributed modestly positive
additions to performance (+1.5% gross):
-
The
Corporate Credit portfolio outperformed the High Yield Index with
positive contribution from cable positions in Radiate and Frontier
Communications.
-
The
Structured Credit portfolio outperformed the broad fixed income
index, led by spread tightening in residential mortgage-backed
securities, and the decision to remain hedged on interest
rates.
-
The
Privates portfolio enjoyed small gains (+0.6% gross) due to
positive developments from a single position.
Strategy
Review
-
During the
period, a Strategy Committee was formed comprising of Dimitri Goulandris as Chair, Liad Meidar and
Richard Boléat and commenced a full review to consider how the
Company may best deliver value to Shareholders going
forward.
-
The
Strategy Committee is evaluating a wide range of options, including
M&A opportunities, investment strategy mixes, corporate
continuation votes or further tenders, and potentially other
innovative options, and has appointed Jefferies International
Limited to assist with the process.
-
The
Company is seeking shareholder consultation and input and will
conclude the strategy review before year-end.
Operational
Key Points
Discount
Control
-
The
Company continues to assign great importance to discount control
which was exercised during the period through the Redemption Offer.
The Board has authorised the further purchase of up to $20 million of shares in the period from the
completion of the Redemption Offer to 31
December 2024 if, in the Board’s view, it is in the
interests of the Company and Shareholders to do so.
-
The
Company bought back 708,665 shares at a cost of $14.5 million in the period ahead of the
Redemption Offer ending March 2024,
completing the buyback programme instigated in September 2023.
-
In
April 2024, the Company held a
Redemption Offer for 25% of outstanding shares at a 2% discount to
NAV. The offer closed in May and was fully taken up Approximately 6
million shares were redeemed in cash for a total value of
approximately $160
million.
Governance
-
In
May 2024, all of the resolutions at
the Annual General Meeting were passed comfortably.
-
The
Board appointed Dimitri Goulandris
and Liad Meidar as Directors in April and their formal appointment
was confirmed by shareholders at the AGM while Josh Targoff did not put himself forward for
re-election to the Board.
Rupert Dorey, Chair of the Company,
commented:
“The investment
manager believes that inflationary pressures are much more under
control and that real and absolute rates have likely peaked. This
more stable interest rate environment can be expected to provide a
more attractive backdrop that can play to the Manager’s investment
strategy and strengths.
Exposure to
AI-driven themes remain a key component of the Manager’s equity
strategy, both amongst established incumbents, as well as in
certain related sectors where AI can be a catalyst for value
creation. The Investment Manager also still holds a variety of more
value-oriented positions where it believes some kind of catalyst
will unlock value. With monetary and regulatory headwinds
potentially set to recede, Third Point expects to see more
corporate activity, which it believes will precipitate additional
opportunities in these event-driven situations.
The
Board was pleased to establish the Strategy Committee during the
period, commencing a full review to consider how the Company may
best deliver value for shareholders going forward and we welcome
shareholder input to assist the Strategy Committee with its work
which will conclude before year-end.”
Media
Enquiries
Charles Ryland / Henry
Wilson / Sam Adams
charles.ryland@buchanancomms.co.uk /
Tel: Tel: +44 (0)20 7466 5107
henry.wilson@buchanancomms.co.uk /
Tel: +44 (0)20 7466 5111
samuel.adams@buchanancomms.co.uk /
Tel: +44 (0)20 7466 5162
Notes
to Editors
About
Third Point Investors Limited
www.thirdpointlimited.com
Third Point
Investors Limited (LSE: TPOU) was listed on the London Stock
Exchange in 2007 and is a feeder fund that invests in the Third
Point Offshore Fund (the Master Fund), offering investors a unique
opportunity to gain direct exposure to founder Daniel S. Loeb’s
investment strategy. The Master Fund employs an event-driven,
opportunistic strategy to invest globally across the capital
structure and in diversified asset classes to optimize risk-reward
through a market cycle. TPIL’s assets under management are
currently $517 million as at
31 August 2024.
About
Third Point LLC
Third Point LLC
is an institutional investment manager that actively engages with
companies across their lifecycle, using dynamic asset allocation
and an ethos of continuous learning to drive long-term shareholder
return. Led by Daniel S. Loeb since
its inception in 1995, the Firm has a 42-person investment team, a
robust quantitative data and analytics team, and a deep, tenured
business team. Third Point manages approximately $11.7 billion in assets for sovereign wealth
funds, endowments, foundations, corporate & public pensions,
high-net-worth individuals, and employees.
Why
Third Point Investors?
Third Point
Investors Limited (TPIL) offers a unique access point to Daniel
Loeb’s Third Point LLC and its track record of delivering returns
for investors since 1995. Third Point LLC adopts an active and
engaged approach to global investing for investors wishing to
diversify their portfolios. Unconstrained in style and free of
benchmark confinement, Daniel Loeb’s investment speciality is to
pivot opportunistically across asset classes, seeking to optimise
risk-adjusted returns over the longer term.
Exposure
to the flagship Third Point Master Fund
As
a UK-listed Company, TPIL offers investors a unique and efficient
access point to Third Point LLC’s flagship Master Fund, which has
delivered attractive risk-adjusted returns to investors since its
inception in 1995.
Different
pillars of investment strategy
The
Third Point LLC (“Third Point” or the “Investment Manager”)
investment strategy centres on four distinctive pillars: activism;
fundamental and event-driven equities; credit; and private markets
(ventures). CIO Daniel Loeb is
responsible for overall capital allocation across these strategies,
according to his reading of market conditions.
Unconstrained
and agile
The
Investment Manager opportunistically pivots across asset classes,
capital structure and geographic domicile according to where it
sees good potential risk-adjusted returns. It is not a
benchmark-driven fund and therefore it provides what it believes is
a differentiated approach and outcome for global investors seeking
diversification.
Constructivist
engagement
Third Point
aims to derive long-term value through various forms of
constructivist engagement with companies in which it invests. It
also pursues event-driven opportunities, identifying misunderstood
catalysts such as M&A and special situations that we believe
will unlock value.
Always
striving to improve
The
Investment Manager’s cultural philosophy values teamwork and
improvement. It respects the Japanese business concept of Gemba
Kaizen, which takes into consideration the skills of the entire
organisation, with the understanding that even the smallest of
adjustments will create value over time.
Governance
TPIL is a
Guernsey-domiciled, London-listed investment company which is a
member of the Association of Investment Companies (AIC) in the UK.
An entirely independent Board of Directors is an important hallmark
of good UK governance practice.
Financial
Highlights
As
at 30 June 2024
Net
Asset Value per Share
+11.4%
30.06.2024:
$28.32
31.12.2023:
$25.43
Share
Price
+14.6%
30.06.2024:
$22.35
31.12.2023:
$19.50
Performance
for the Period
|
|
|
|
|
30.06.2024
|
31.12.2023
|
Change
|
Net
Assets ($’000s)*
|
$513,283
|
$637,967
|
-19.5%
|
Ordinary Shares
in Issue
|
18,125,988
|
25,089,924
|
-27.8%
|
NAV
per Share
|
$28.32
|
$25.43
|
+11.4%
|
Share
price
|
$22.35
|
$19.50
|
+14.6%
|
Share price
discount to NAV per Share
|
-21.1
|
-23.3
|
-2.2
|
Annualised
Historical Performance (%)
|
|
|
|
|
|
|
1
Year
|
3
Year
|
5
Year
|
10
Year
|
Since
TPIL
Inception
|
Third Point
Investors Limited (NAV)
|
20.5%
|
-2.4%
|
7.4%
|
6.0%
|
7.7%
|
Third Point
Investors Limited (Share Price)
|
13.2%
|
-6.1%
|
8.3%
|
4.0%
|
6.7%
|
S&P 500
Index
|
24.6%
|
10.0%
|
15.0%
|
12.9%
|
10.0%
|
MSCI World
Index
|
20.8%
|
7.4%
|
12.4%
|
9.8%
|
7.4%
|
*
Reflects the total AUM less borrowings and other liabilities of
Third Point Investors Limited.
Chairman’s
Statement
Dear
Shareholder,
During the
six-month period to 30 June 2024, the
Company’s NAV rose by 11.4%, while the share price rose by 14.6%,
the latter was helped by the narrowing of the discount from 23.3%
to 21.1%. The Company bought back 708,665 shares at a cost of
$14.5 million in the period ahead of
the Redemption Offer ending March
2024, completing the buyback programme instigated in
September 2023.
During the
comparable period, the S&P500 and MSCI All World Index rose by
15.3% and 12.0% respectively, driven by a continuing strong and
very concentrated performance from large cap technology and
AI-themed equities.
Performance
and Portfolio
Drivers
The
Company’s improved performance overall has been driven by higher
net exposures to equities, rising from 70% at 2023 year-end to 83%
at the 2024 half year end. Please refer to the Investment Manager’s
Review for greater detail.
Discount
Management and Redemption Offer
The
Board continues to assign great importance to discount control,
both via its buyback programme and its planned Redemption Offers.
In April 2024, the Company held a
Redemption Offer for 25% of outstanding shares at a 2% discount to
NAV. The offer closed in May, was fully taken up and approximately
6 million shares were redeemed in cash for a total value of
approximately $158 million. This
brings the total value of shares redeemed in the period (including
buybacks) to approximately $176.6
million. The next Redemption Offer for 25% of outstanding
stock at a 2% discount is scheduled for April 2027. In my Chairman’s Statement in the
2023 Annual Report, I indicated that the Board had authorized the
further purchase of up to $20 million
of shares in the period from the completion of the Redemption Offer
to 31 December 2024 if, in the
Board’s view, it is in the interests of the Company and
Shareholders to do so.
Annual
General Meeting
In
May 2024, all of the proposed
resolutions were passed comfortably. I would like to take the
opportunity to thank Josh Targoff,
who did not put himself forward for re-election, for his
longstanding service on the Board since inception in 2007. Josh
will continue to play an active role as a Board Observer and as
adviser to the Board representing the Investment
Manager.
Governance
The
Board appointed Dimitri Goulandris
and Liad Meidar as Directors in April and their formal appointment
was confirmed by shareholders at the AGM. In addition to being
Directors of the Company, they were also appointed to the newly
formed Strategy Committee.
Strategy
Review
The
Strategy Committee comprises Dimitri
Goulandris as Chair, Liad Meidar and Richard Boléat. This
Committee has commenced a full review to consider how the Company
may best deliver value to Shareholders going forward, and this will
be concluded before year-end (the ‘Strategy Review’).
The
Committee is evaluating a wide range of options, including M&A
opportunities, investment strategy mixes, corporate continuation
votes or further tenders, and potentially other innovative options
and has appointed Jefferies International Limited to assist with
the process. As part of the Strategy Review, the Company is seeking
shareholder consultation and input.
At
the conclusion of the Strategy Review, the Committee will present
its findings to the Board. If approved by the Board, the outcome
will then be reported by the Board to Shareholders, and any
recommended new proposals will be put to Shareholders and voted on
by them as appropriate. If at the outcome of the Strategy Review
there are no new proposals recommended by the Board to
Shareholders, the Board expects that, in due course, it will invite
shareholders to vote on the continuation, or otherwise, of the
Company. Under those circumstances, the Board will take into
account the performance of the Company over the relevant period
based on the NAV per Share and other metrics that it considers
appropriate in determining whether to recommend voting in favour of
the continuation resolution.
Outlook
The
Investment Manager believes that inflationary pressures are now
well under control and that real and absolute rates have likely
peaked. While recent market volatility should continue given some
of the macro uncertainties – from the US election in November to
the possibility of escalation in the Middle East conflict – overall, from an
economic perspective, Third Point continues to see a “soft landing”
as the most probable economic scenario in the US. This more stable
interest rate environment can be expected to provide a more
attractive backdrop that can play to the Manager’s investment
strategy and strengths. Exposure to AI-driven themes remain a key
component of the Manager’s equity strategy, both amongst
established incumbents, as well as in certain related sectors where
AI can be a catalyst for value creation. The Investment Manager
also still holds a variety of more value-oriented positions where
it believes some kind of catalyst will unlock value. With monetary
and regulatory headwinds potentially set to recede, Third Point
expects to see more corporate activity, which it believes will
precipitate additional opportunities in these event-driven
situations.
PORTFOLIO
Investment
Manager’s Review
Performance
For
the six months ended 30 June 2024,
Third Point Investors Limited’s Net Asset Value (“NAV”) increased
by 11.4%, while the corresponding share price gained 14.6%. This
compares with the MSCI World Index and S&P 500 Index returns of
12.0% and 15.3%, respectively. The Company’s share price return
included the effects of the discount to NAV tightening slightly
from -23.3% to -21.1% during the period.
Equity market
performance in the first half of 2024 was similar to the first half
of 2023, as large cap technology stocks, especially those connected
to Artificial Intelligence (AI), comprised the lion’s share of the
gains. The tech-heavy Nasdaq (+17.4%) again outperformed the
S&P 500 (+15.3%), while the S&P 500 Equal Weighted Index
gained only 5.1% for the first six months of the year, reflecting
the relatively narrow performance of the market-cap weighted
indices. Credit markets, meanwhile, were subdued as interest rates
remained elevated and spreads tight: the J.P. Morgan High Yield
Index gained just 2.6% and the Bloomberg U.S. Aggregate Bond Index
declined by 0.7% in the first half of the year.
Against this
backdrop, Long Equity positions contributed positively to fund
performance (+12.2% gross contribution to return), led by Vistra, a
Texas-based energy company that
has appreciated as more investors have come to understand AI’s
ravenous power demands. Other top contributors, including Amazon,
Meta, TSMC and Microsoft, all exhibited positive earnings momentum,
based at least in part on burgeoning demand for either the building
blocks or applications of AI. On the negative side of the ledger,
Third Point experienced losses in several companies that presented
weaker-than-expected earnings, including DuPont deNemours, Bath
& Body Works, Airbus and Humana. Meanwhile, Short Equity
positions in aggregate detracted from fund performance (-2.1% gross
contribution to return). All of that detraction came from both
portfolio and position-level hedges, while single-name short
positions were flat, exhibiting positive alpha during a strong
period for equities. Corporate Credit and Structured Credit (+1.5%
gross contribution to return in aggregate) each produced modestly
positive additions to performance. The Corporate Credit portfolio
outperformed the High Yield Index, with positive contribution from
cable positions in Radiate and Frontier Communications. The
Structured Credit portfolio outperformed the broad fixed income
index, led by spread tightening in residential mortgage-backed
securities and the decision to remain hedged on interest rates.
Finally, the Privates portfolio enjoyed small gains (+0.6% gross
contribution to return) due to positive developments with regards
to a confidential position. The Investment Manager expects to be
able to provide more information on that situation in due
course.
Outlook
While August
and September have brought volatility in equity markets and that
volatility will likely persist into year-end, the Investment
Manager’s macroeconomic view remains largely intact from the
year-end review: leading indicators like wages, rents, quit rates
and corporate margins are starting to decelerate, which should pave
the way for the U.S. Federal Reserve to pursue less restrictive
monetary policy. Focus has more recently turned to the lagged
transmission mechanism of the last two years of restrictive
monetary policy, although the Investment Manager generally believes
that any economic weakness and the effect on consumer spending
should be relatively manageable, provided that the U.S. Federal
Reserve does not wait too long to act. But generally, while there
will likely continue to be pockets of vulnerability, Third Point
believes consumer balance sheets are in fairly robust shape, and
that the economy should be able to navigate through a shallow
trough.
This broader
view accounts for the relatively constructive positioning of the
equity portfolio, with net exposure around 75%. Within that equity
net exposure, the Investment Manager continues to believe it makes
sense to have a balance between high free cash-flow generating tech
leaders and the AI thematic, as well as catalyst-driven and quality
positions.
While much ink
has been spilled on the waxing and waning of AI sentiment over the
past year, Third Point continues to believe that this will be a
durable investment theme in the years to come. In previous
technology cycles – including the advent of the personal computer,
mass adoption of the internet, cloud computing, and the rise of the
smartphone and apps – it took several years before companies were
able to persistently deliver a return on investment. Third Point
believes that patience is warranted as these dynamics play out in
AI and, in the meantime, it is focusing its attention first on the
component and infrastructure layers (energy, data centres, chips,
connectivity) rather than the model (i.e., virtual assistants) and
application layers (software built on top of AI solutions). It is
in these building blocks that value first accrued in previous tech
cycles, including the mobile internet revolution from 2010 to
2016.
On
the event-driven side of the portfolio, Third Point continues to
believe that a more stable interest rate environment should
continue to give rise to more corporate activity, whether through
M&A, selling underperforming or noncore business lines, or
optimizing balance sheets. That should play well into the firm’s
event driven toolbox, and Third Point believes there will be more
opportunity to add value.
The
Investment Manager is also watching closely the upcoming US
election for potential risks from more populist economic policies
such as higher taxes and increased regulation if the Democratic
party wins the Presidency, Senate, and House of Representatives. At
the moment, Third Point believes that there will be a divided
government regardless of who wins the Presidential election, making
some of the extreme measures such as taxes on unrealised capital
gains and a 44.6% top tax rate on long-term capital gains more
likely to be just campaign sound bites, rather than
laws.
On
the short side of the equity portfolio, Third Point is encouraged
by recent efforts to better risk manage that portfolio. As
described in the year-end review, Third Point in mid-2023
restructured its short equity portfolio to be far more diversified
across industry, market cap and factor profile, while tightly
limiting risk in names with high short interest. That approach
yielded consistent alpha over the balance of 2023 and now in the
first half of 2024 even as vigorous market performance has
continued to render short selling difficult. Third Point has
continued to add exposure to single name shorts given the positive
results here, and expects to see continued progress as overall
dispersion in the market (characterised by a higher spread between
winners and losers) persists. Finally, Third Point has maintained a
healthy allocation to credit, approximately 40% of NAV, given some
of the idiosyncratic opportunities it has identified in Corporate
Credit and Structured Credit. If the U.S. Federal Reserve starts to
ease monetary policy and rates continue to rally, Third Point would
expect to look for ways to monetise or refinance some of its
existing residential mortgage-backed securitisations, through
either an outright sale of the underlying mortgage pools or by
locking in lower financing in a new securitisation. In Corporate
Credit, exposure could increase if the Investment Manager starts to
see more pronounced economic weakness and if spreads start to widen
from their tight current levels, in line with its historical
playbook of acting as a liquidity provider during bouts of
stress.
Portfolio
Analysis
As
at 30 June 2024
Exposure
Portfolio
Detail1
Long
Short
Net
Equity
Activism/Constructivism
7.7%
-2.5%
5.2%
Fundamental
& Event
117.6%
-25.0%
92.6%
Portfolio
Hedges2
0.0%
-14.7%
-14.7%
Total
Equity
125.2%
-42.1%
83.1%
Credit
Corporate &
Sovereign
18.0%
-0.4%
17.6%
Structured 23.7%
-0.1%
23.6%
Total
Credit
41.7%
-0.5%
41.2%
Privates
7.9%
0.0%
7.9%
Other3
0.0%
0.0%
0.0%
Total
Portfolio
174.9%
-42.6%
132.2%
Exposure
Equity
Portfolio Detail1
Long
Short
Net
Equity
Sectors
Consumer
Discretionary
27.5%
-4.0%
23.5%
Consumer
Staples
0.0%
-1.1%
-1.1%
Utilities
14.7%
-2.7%
12.0%
Energy
0.7%
0.0%
0.7%
Financials
17.5%
-3.6%
13.9%
Healthcare
5.9%
-2.7%
3.2%
Industrials
& Materials
24.3%
-4.5%
19.8%
Enterprise
Technology
19.7%
-3.4%
16.3%
Media &
Internet
14.8%
-5.4%
9.4%
Portfolio
Hedges2
0.0%
-14.7%
-14.7%
Total
125.2%
-42.1%
83.1%
1 Unless
otherwise stated, information relates to the Third Point Offshore
Master Fund L.P. Exposures are categorised in a manner consistent
with the Investment Manager’s classifications for portfolio and
risk management purposes.
2 Primarily
broad-based market and equity-based hedges.
3 Includes
currency hedges and macro investments. Rates and FX related
investments are excluded from the exposure figures.
Net
equity exposure is defined as the long exposure minus the short
exposure of all equity positions (including long/short, arbitrage,
and other strategies), and can serve as a rough measure of the
exposure to fluctuations in overall market levels. The Investment
Manager continues to closely monitor the liquidity of the portfolio
and is comfortable that the current composition is aligned with the
redemption terms available to the Company by virtue of its holding
of Class YSP shares.
Strategic
Report
The
Directors submit their Interim Report, together with the Statement
of Assets and Liabilities, Statement of Operations, Statement of
Changes in Net Assets, Statement of Cash Flows and the related
notes of Third Point Investors Limited (the ‘Company’) for the
period ended 30 June 2024 (‘Interim
Report and Unaudited Condensed Interim Financial
Statements’).
The
Interim Report and Unaudited Condensed Interim Financial Statements
have been properly prepared, in accordance with applicable
Guernsey law and accounting
principles generally accepted in the
United States of America, and are in agreement with the
accounting records.
The
Company
The
Company was incorporated in Guernsey on 19 June
2007 as an authorised closed-ended investment scheme and was
admitted to a secondary listing (Chapter 14) on the Official List
of the London Stock Exchange (“LSE”) on 23
July 2007. The proceeds from the initial issue of Ordinary
Shares on listing amounted to approximately US$523 million. The Company was admitted to the
Premium Official List Segment (“Premium Listing”) of the LSE on
10 September 2018.
The
Ordinary Shares of the Company are quoted on the LSE in two
currencies, US Dollars and Pounds Sterling.
The
Company is a member of the Association of Investment Companies
(“AIC”).
Third
Point Offshore Independent Voting Company
Limited
At
the time of its listing, the Company adopted a share structure
which was common at that time, to mitigate the risk of the Company
losing its status as a “foreign private issuer” under US securities
laws.
The
Company has two classes of shares in issue: (i) Ordinary Shares
which have economic and voting rights and (ii) Class B Shares which
have only voting rights. The Company’s articles of incorporation
provide that the number of Class B Shares in issue shall be equal
to 40 per cent. of the aggregate number of Ordinary Shares and
Class B Shares in issue. Consequently, holders of Ordinary Shares
can exercise 60 per cent., and holders of Class B Shares can
exercise 40 per cent., of the voting power at general meetings of
the Company.
The
Class B Shares are held by Third Point Offshore Independent Voting
Company Limited (“VoteCo”). VoteCo has its own Board of Directors
and is completely independent of the Company and Third Point. The
Board of VoteCo is governed by VoteCo’s Memorandum and Articles of
Incorporation which provide that the votes attaching to the Class B
Shares shall be exercised after taking into consideration the best
interests of the Company’s shareholders as a whole.
VoteCo is
specifically excluded from voting from any of the twelve Listing
Rules Specified Matters, being those matters in relation to which
the Listing Rules require a resolution to be passed only by holders
of listed shares, the most notable of which are:
„
any proposal to make a material change to the investment
policy
„
any proposal to approve the entry into a related party
transaction
„
the annual re-election of any non-independent director
At
the time of the Company’s listing, it entered into a Support and
Custody Agreement with VoteCo under which VoteCo agreed to hold the
Class B Shares as custodian for the Ordinary Shareholders and the
Company agreed to reimburse VoteCo for its running
expenses.
Investment
Objective and Policy
The
Company’s investment objective is to provide its Shareholders with
consistent long-term capital appreciation utilising the investment
skills of Third Point LLC (the “Investment Manager”, “Manager”, or
“Firm”). All of the Company’s capital (net of short term working
capital requirements) is invested in shares of Third Point Offshore
Fund, Ltd (the “Master Fund”), an exempted company formed under the
laws of the Cayman Islands on
21 October 1996.
The
Master Fund is a limited partner of Third Point Offshore Master
Fund L.P. (the “Master Partnership”), an exempted limited
partnership under the laws of the Cayman
Islands, of which Third Point Advisors II L.L.C., an
affiliate of the Investment Manager, is the general partner. Third
Point LLC is the Investment Manager to the Company, the Master Fund
and the Master Partnership. The Master Fund and the Master
Partnership have the same investment objectives, investment
strategies and investment restrictions.
The
Master Fund and Master Partnership’s investment objective is to
seek to generate consistent long-term capital appreciation, by
investing capital in securities and other instruments in select
asset classes, sectors, and geographies, by taking long and short
positions. The Investment Manager’s implementation of the Master
Fund and Master Partnership’s investment policies is the main
driver of the Company’s performance. The Unaudited Condensed
Interim Financial Statements of the Master Fund and the Unaudited
Condensed Interim Financial Statements of the Master Partnership,
should be read alongside the Company’s Unaudited Condensed Interim
Financial Statements, but do not form part of them.
The
Investment Manager identifies opportunities by combining a
fundamental approach to single security analysis with a reasoned
view on global, political and economic events that shapes portfolio
construction and drives risk management.
The
Investment Manager seeks to take advantage of market and economic
dislocations and supplements its analysis with considerations of
managing overall exposures across specific asset classes, sectors,
and geographies by evaluating sizing, concentration, risk, and
beta, among other factors. The resulting portfolio expresses the
Investment Manager’s best ideas for generating alpha and its
tolerance for risk given global market conditions. The Investment
Manager is opportunistic and often seeks a catalyst that will
unlock value or alter the lens through which the broad market
values a particular investment. The Investment Manager applies
aspects of this framework to its decision-making process, and this
approach informs the timing of each investment and its associated
risk.
The
Company has substantially all of its holding in the Master Fund in
share classes YSP, for which the Company has paid a management fee
of 1.25% per annum. These share classes are subject to a 25%
quarterly investor level redemption gate.
Any
Ordinary Shares bought for the Company’s account (e.g. as part of
the buyback programme) traded mid-month will be purchased and held
by the Master Partnership until the Company is able to cancel the
shares following each month-end. Shares cannot be cancelled
intra-month because of legal and logistical factors. The Company
and the Master Partnership do not intend to hold any shares longer
than the minimum required to comply with these factors, expected to
be no more than one month.
Results,
Redemption Offer and Share Buybacks
The
results for the period are set out in the Statement of
Operations.
In
April 2024, the Board announced a
Redemption Offer for Shareholders to tender up to 25% of their
shares for redemption at a 2% discount to NAV. The Redemption Offer
was taken up in full and approximately 6 million shares valued at
approximately $158 million were
redeemed and cancelled.
The
Board originally adopted a share buyback programme in September 2019 with share purchases being made
through the market at prices below the prevailing NAV per share.
The buyback programme was extended in September 2023 with the order of a further
$25 million allocated to buybacks
over the period to April 2024. Share
buybacks were suspended over the period of the Redemption Offer but
a further $20 million has now been
allocated until 31 December 2024 to
repurchase Shares if, in the Board’s view, it is in the best
interests of the Company and Shareholders to do so.
In
the period from 1 January 2024 to
30 June 2024, the total number of
shares which were bought back was 708,665, with an approximate
value of $14.5 million. The average
discount at which purchases were made was 22.6%. The buybacks
effected during the period led to an accretion to NAV per share of
$0.17 cents.
Key
performance indicators (“KPIs”)
At
each Board meeting, the Board considers a number of performance
measures to assess the Company’s success in achieving its
objectives. The KPIs which have been identified by the Board for
determining the progress of the Company are:
„
Net Asset Value (NAV);
„
Discount to the NAV;
„
Share price; and
„
Ongoing charges.
Signed on
behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
12 September 2024
Directors’
Report
Corporate
Governance
The
Board is guided by the principles and recommendations of the
Association of Investment Companies Code of Corporate Governance
(‘AIC Code’). The AIC Code addresses all the principles set out in
the UK Corporate Governance Code (the ‘UK Code’), as well as
setting out additional principles and recommendations on issues
that are of specific relevance to investment companies. The UK
Financial Reporting Council (FRC) has confirmed that investment
companies which comply with the AIC Code will be treated as meeting
their obligations under the UK Code and Section 9.8.10R(2) of the
Listing Rules.
Internal
Control and Financial Reporting
The
Directors acknowledge that they are responsible for establishing
and maintaining the Company’s system of internal control and
reviewing its effectiveness. Internal control systems are designed
to manage rather than eliminate the failure to achieve business
objectives and can only provide reasonable but not absolute
assurance against material misstatements or loss.
The
Directors review all controls including operations, compliance and
risk management. The key procedures which have been established to
provide internal control are:
„
Investment advisory services are provided by the Investment
Manager. The Board is responsible for setting the overall
investment policy, ensuring compliance with the Company’s
Investment Strategy and monitoring the action of the Investment
Manager and Master Fund at regular Board meetings. The Board has
also delegated administration and company secretarial services to
Northern Trust International Fund Administration Services
(Guernsey) Limited (“NT”);
however, it retains accountability for all functions it has
delegated;
„
The Board considers the process for identifying, evaluating and
managing any significant risks faced by the Company on an on-going
basis. It seeks to ensure that effective controls are in place to
mitigate these risks and that a satisfactory compliance regime
exists to ensure all local and international laws and regulations
are upheld;
„
The Board clearly defines the duties and responsibilities of its
agents and advisors and appointments are made by the Board after
due and careful consideration. The Board monitors the ongoing
performance of such agents and advisors;
„
The Investment Manager and NT maintain their own systems of
internal control, on which they report to the Board. The Company,
in common with other investment companies, does not have an
internal audit function.
„
The Audit Committee has considered the need for an internal audit
function, but because of the internal control systems in place at
the Investment Manager and NT, has decided it appropriate to place
reliance on their systems and internal control procedures;
and
„
The systems are designed to ensure effectiveness and efficient
operation, internal control and compliance with laws and
regulations. In establishing the systems of internal control,
regard is paid to the materiality of relevant risks.
Management
of Principal Risks and Uncertainties
In
considering the risks and uncertainties facing the Company, the
Audit Committee reviews regularly a matrix which documents the
principal and emerging risks and reports its findings to the
Board.
This discipline
is in accordance with the Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting, published by
the FRC and has been in place for the period under review and up to
the date of approval of the Interim Report and Unaudited Condensed
Interim Financial Statements.
The
risk matrix document considers the following
information:
„
Reviewing the risks faced by the Company and the controls in place
to address those risks;
„
Identifying and reporting changes in the risk
environment;
„
Identifying and reporting changes in the operational controls;
and
„
Identifying and reporting on the effectiveness of controls and
remediation of errors arising.
The
Directors have acknowledged they are responsible for establishing
and maintaining the Company’s system of internal control and
reviewing its effectiveness by focusing on four key
areas:
„
Consideration of the investment advisory services provided by the
Investment Manager;
„
Consideration of the process for identifying, evaluating and
managing any significant current and emerging risks faced by the
Company on an ongoing basis;
„
Clarity around the duties and responsibilities of the agents and
advisors engaged by the Directors; and
„
Reliance on the Investment Manager and Administrator maintaining
their own systems of internal controls.
The
risk matrix considers all the significant risks to which the
Company has been exposed during the financial period, which are
unchanged from those described in the Report and Accounts for the
year ended December 2023. The
principal risks identified comprise:
„
Discount to the NAV
„
Shareholder relations
„
Valuation of investments
„
Concentration of the Investor Base
„
Underlying investment performance of the Master Fund
„
Geopolitical and economic risk
„
Liquidity of shares in the Master Fund
„
Performance of the Investment Manager
It
is expected that the principal risks and uncertainties listed above
will apply to the Company for a minimum of the next six months.
However, the Board will be carrying out a Strategy Review over the
balance of 2024 and, depending on the outcome of this exercise, it
is possible that the principal risks and uncertainties may
change.
Going
Concern
The
Master Fund Shares are converted to cash to meet liabilities in
respect of, for example, Company expenses and the buyback
programme, as they fall due. In the period, Master Fund Shares were
redeemed to satisfy the Redemption Offer.
The
Board will carry out a Strategy Review in 2024. At the conclusion
of the Strategy Review, the Strategy Committee will present its
findings to the Board. If approved by the Board, the outcome will
then be reported by the Board to Shareholders, and any recommended
new proposals will be put to Shareholders, and voted on by them as
appropriate. On the assumption that the Committee is able to
identify a positive direction for the Company, which is approved by
Shareholders, the Company will continue into the future.
On
that basis, after due consideration, and having made due enquiry of
Third Point, the Directors are satisfied that it is appropriate to
continue to adopt the going concern basis in preparing these
Unaudited Condensed Interim Financial Statements for the period
through 31 December 2025 which is at
least 12 months from the date of approval of the unaudited
condensed interim financial statements.
Statement
of Directors’ Responsibilities in Respect of the Unaudited
Condensed Interim Financial Statements
The
Directors are responsible for preparing the Unaudited Condensed
Interim Financial Statements in accordance with applicable Guernsey
Law and accounting principles generally accepted in the United States of America.
The
Directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the financial
position of the Company and to enable them to ensure that the
Unaudited Condensed Interim Financial Statements comply with The
Companies (Guernsey) Law, 2008.
They are also responsible for the system of internal controls,
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The
Directors have responsibility to confirm that:
„
the Interim Report and Unaudited Condensed Interim Financial
Statements have been prepared in accordance with accounting
principles generally accepted in the
United States of America and give a true and fair view of
the financial position of the Company; and
„
the Interim Report and Unaudited Condensed Interim Financial
Statements provide a fair review of the information required
by:
a)
DTR 4.2.7 of the Disclosure and Transparency Rules (DTR), being an
indication of important events that have occurred during the first
six months of the financial year 2024 and their impact on the
Interim Report and Unaudited Condensed Interim Financial Statements
and a description of the principal risks and uncertainties for the
remaining six months of the year; and
b)
DTR 4.2.8 of the DTR, being related party transactions that have
taken place in the first six months of the current financial year
2024 and that have materially affected the financial position or
performance of the Company during the six month period ended
30 June 2024 and any changes in the
related party transactions described in the last Annual Audited
Financial Statements that could have a material effect on the
financial position or performance of the Company in the first six
months of the financial year 2024.
Significant
Events
On
2 April 2024, the Board announced a
Redemption Offer for Shareholders to tender up to 25% of their
shares for redemption at a 2% discount to NAV. The Redemption Offer
was taken up in full and was completed in June 2024.
On
23 April 2024, the Board announced
the appointment of Dimitri
Goulandris and Liad Meidar as independent non-executive
Directors.
Josh Targoff did not stand for re-election to
the Board at the AGM on 28 May 2024
and, consequently, ceased to be a Director on that date.
There were no
other events during the financial period outside the ordinary
course of business which, in the opinion of the Directors, may have
had an impact on the Unaudited Condensed Interim Financial
Statements for the period ended 30 June
2024.
Signed on
behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
12 September 2024
INDEPENDENT
REVIEW REPORT
Independent
Review Report to Third Point Investors Limited
Conclusion
We
have been engaged by Third Point Investors Limited (the ‘Company’)
to review the Unaudited Condensed Interim Financial Statements for
the six months ended 30 June 2024
which comprise the Statement of Assets and Liabilities, Statement
of Operations, Statement of Changes in Net Assets, Statement of
Cash Flows and the related Notes 1 to 14. We have read the other
information contained in the Interim Report and considered whether
it contains any apparent misstatements or material inconsistencies
with the information in the Unaudited Condensed Interim Financial
Statements.
Based on our
review, nothing has come to our attention that causes us to believe
that the Unaudited Condensed Interim Financial Statements for the
six months ended 30 June 2024 are not
prepared, in all material respects, in accordance with accounting
principles generally accepted in the
United States of America (‘US GAAP’) and the Disclosure
Guidance and Transparency Rules of the United Kingdom’s Financial
Conduct Authority.
Basis
for Conclusion
We
conducted our review in accordance with International Standard on
Review Engagements 2410 (UK) ‘Review of Interim Financial
Information Performed by the Independent Auditor of the Entity’
issued by the Financial Reporting Council. A review of interim
financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As
disclosed in Note 3, the Annual Financial Statements of the Company
are prepared in accordance with US GAAP. The Unaudited Condensed
Interim Financial Statements have been prepared in accordance with
US GAAP.
Conclusions
relating to going concern
Based on our
review procedures, which are less extensive than those performed in
an audit as described in the Basis of Conclusion section of this
report, nothing has come to our attention to suggest that
management have inappropriately adopted the going concern basis of
accounting or that management have identified material
uncertainties relating to going concern that are not appropriately
disclosed.
This conclusion
is based on the review procedures performed in accordance with
International Standard on Review Engagements 2410 (UK) ‘Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity’ issued by the Financial Reporting Council. However,
future events or conditions may cause the entity to cease to
continue as a going concern.
Responsibilities
of the Directors
The
Directors are responsible for preparing the Interim Report and
Unaudited Condensed Interim Financial Statements in accordance with
the Disclosure Guidance and Transparency Rules of the United
Kingdom’s Financial Conduct Authority.
In
preparing the Interim Report and Unaudited Condensed Interim
Financial Statements, the Directors are responsible for assessing
the Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s
Responsibilities for the Review of the Financial
Information
In
reviewing the Interim Report and Unaudited Condensed Interim
Financial Statements, we are responsible for expressing to the
Company a conclusion on the Unaudited Condensed Interim Financial
Statements. Our conclusion, including our Conclusions Relating to
Going Concern, are based on procedures that are less extensive than
audit procedures, as described in the Basis for Conclusion
paragraph of this report.
Use of
our report
This report is
made solely to the Company in accordance with guidance contained in
International Standard on Review Engagements 2410 (UK) ‘Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity’ issued by the Financial Reporting Council. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, for our work, for
this report, or for the conclusions we have formed.
Ernst &
Young LLP
Guernsey
12 September 2024
Notes:
(1) The maintenance
and integrity of the Company’s website is the sole responsibility
of the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the
auditor accepts no responsibility for any changes that may have
occurred to the financial statements since they were initially
presented on the website.
(2) Legislation in
Guernsey governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
FINANCIAL
STATEMENTS
Statement
of Assets and Liabilities
|
|
30 June
2024
|
31
December 2023
|
|
|
(unaudited)
|
(audited)
|
|
Notes
|
US$
|
US$
|
Assets
|
|
|
|
Investment in
Third Point Offshore Fund Ltd at fair value (Cost: US$192,246,583;
31 December 2023: US$340,474,153)
|
|
496,371,974
|
628,751,973
|
Investment in
Participation Note
|
3
|
15,193,588
|
5,005,646
|
Cash and cash
equivalents
|
|
2,247,419
|
190,603
|
Due
from broker
|
|
12,817
|
12,538
|
Redemption
receivable
|
|
-
|
4,258,882
|
Other
assets
|
|
52,866
|
81,405
|
Total
assets
|
|
513,878,664
|
638,301,047
|
|
|
|
|
Liabilities
|
|
|
|
Accrued
expenses and other liabilities
|
|
588,613
|
330,194
|
Administration
fee payable
|
|
6,318
|
3,187
|
Total
liabilities
|
|
594,931
|
333,381
|
Net
assets
|
|
513,283,733
|
637,967,666
|
|
|
|
|
Number
of Ordinary Shares in issue
|
7
|
|
|
US
Dollar Shares
|
|
18,125,988
|
25,089,924
|
Net
asset value per Ordinary Share
|
9,
12
|
|
|
US
Dollar Shares
|
|
$28.32
|
$25.43
|
Number
of Ordinary B Shares in issue
|
7
|
|
|
US
Dollar Shares
|
|
12,083,993
|
16,726,618
|
The
financial statements were approved by the Board of Directors on
12 September 2024 and signed on its
behalf by:
Rupert Dorey
Chairman
Huw Evans
Director
See
accompanying notes.
Statement
of Operations
|
|
30 June
2024
|
30 June
2023
|
|
|
(unaudited)
|
(unaudited)
|
|
Notes
|
US$
|
US$
|
Realised
and Unrealised gain/(loss) from investment transactions allocated
from Master Fund
|
|
|
|
Net
realised (loss)/gain from securities, derivative contracts and
foreign currency translations
|
|
(12,585,640)
|
2,310,075
|
Net
change in unrealised gain/(loss) on securities, derivative
contracts and foreign currency translations
|
|
63,546,038
|
(34,410,382)
|
Net
gain from currencies allocated from Master Fund
|
|
123,296
|
135,214
|
Total
net realised and unrealised gain/(loss) from investment
transactions allocated from Master Fund
|
|
51,083,694
|
(31,965,093)
|
|
|
|
|
Net
investment gain allocated from Master Fund
|
|
|
|
Interest
income
|
|
12,612,680
|
17,950,060
|
Dividends, net
of withholding taxes of US$560,323; (30 June 2023:
US$831,511)
|
|
1,808,609
|
2,101,918
|
Other
income
|
|
1,165,999
|
1,185,541
|
Stock borrowing
fees
|
|
(50,352)
|
(169,698)
|
Investment
Management fee
|
|
(3,600,933)
|
(4,237,044)
|
Dividends on
securities sold, not yet purchased
|
|
(830,020)
|
(755,463)
|
Interest
expense
|
|
(7,327,094)
|
(4,362,295)
|
Other
expenses
|
|
(1,531,662)
|
(1,223,439)
|
Total
net investment gain allocated from Master Fund
|
|
2,247,227
|
10,489,580
|
|
|
|
|
Company
expenses
|
|
|
|
Administration
fee
|
5
|
(58,707)
|
(63,508)
|
Directors'
fees
|
6
|
(204,160)
|
(178,221)
|
Other
fees
|
|
(1,042,030)
|
(529,711)
|
Loan interest
expense
|
4
|
-
|
(7,319,197)
|
Expenses paid
on behalf of Third Point Offshore Independent Voting Company
Limited1
|
|
(43,798)
|
(55,181)
|
Total
Company expenses
|
|
(1,348,695)
|
(8,145,818)
|
Net
gain
|
|
898,532
|
2,343,762
|
Net
increase/(decrease) in net assets resulting from
operations
|
|
51,982,226
|
(29,621,331)
|
1 Third Point
Offshore Independent Voting Company Limited consists of Director
Fees, Audit Fee and General Expenses.
See
accompanying notes.
Statement
of Changes in Net Assets
|
|
30 June
2024
|
30 June
2023
|
|
|
(unaudited)
|
(unaudited)
|
|
Notes
|
US$
|
US$
|
Change
in net assets resulting from operations
|
|
|
|
Net
realised (loss)/gain from securities, commodities, derivative
contracts and foreign currency translations allocated from Master
Fund
|
|
(12,585,640)
|
2,310,075
|
Net
change in unrealised gain/(loss) on securities, derivative
contracts and foreign currency translations allocated from Master
Fund
|
|
63,546,038
|
(34,410,382)
|
Net
gain from currencies allocated from Master Fund
|
|
123,296
|
135,214
|
Total net
investment gain allocated from Master Fund
|
|
2,247,227
|
10,489,580
|
Total Company
expenses
|
|
(1,348,695)
|
(8,145,818)
|
Net
increase/(decrease) in net assets resulting from
operations
|
|
51,982,226
|
(29,621,331)
|
|
|
|
|
Decrease
in net assets resulting from capital share
transactions
|
|
|
|
Share
redemptions
|
7
|
(176,666,159)
|
(21,189,158)
|
Net
assets at the beginning of the period
|
|
637,967,666
|
676,842,879
|
Net
assets at the end of the period
|
|
513,283,733
|
626,032,390
|
See
accompanying notes.
Statement
of Cash Flows
|
|
30 June
2024
|
30 June
2023
|
|
|
(unaudited)
|
(unaudited)
|
|
Notes
|
US$
|
US$
|
Cash
flows from operating activities
|
|
|
|
Operating
expenses
|
|
(755,353)
|
(400,433)
|
Interest
received / (paid)
|
|
361,771
|
(6,745,042)
|
Directors'
fees
|
|
(204,160)
|
(178,221)
|
Administration
fee
|
|
(55,576)
|
(60,245)
|
Third Point
Independent Voting Company Limited¹
|
|
(43,798)
|
(55,181)
|
Change in
investment in the Master Fund
|
|
2,753,932
|
157,749,927
|
Cash
inflow from operating activities
|
|
2,056,816
|
150,310,805
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
Credit facility
repayment
|
|
-
|
(149,996,358)
|
Cash
outflow from financing activities
|
|
-
|
(149,996,358)
|
|
|
|
|
Net
increase in cash
|
|
2,056,816
|
314,447
|
Cash
and cash equivalents at the beginning of the
period
|
|
190,603
|
64,597
|
Cash
and cash equivalents at the end of the period
|
|
2,247,419
|
379,044
|
1 Third Point
Offshore Independent Voting Company Limited consists of Director
Fees, Audit Fee and General Expenses.
|
|
2024
|
2023
|
|
Notes
|
US$
|
US$
|
Supplemental
disclosure of non-cash transactions from:
|
|
|
|
Operating
activities
|
|
|
|
Subscriptions
|
|
(138,989,490)
|
19,785,987
|
Redemption of
Company Shares from Master Fund
|
7
|
157,959,579
|
21,189,158
|
Financing
activities
|
|
|
|
Share
redemptions
|
7
|
(18,970,089)
|
(21,189,158)
|
Amortisation of
loan cost
|
|
-
|
574,155
|
Investment in
Participation Note
|
|
10,838,559
|
2,325,373
|
See
accompanying notes.
Notes
to the Unaudited Condensed Interim Financial
Statements
For the
period ended 30 June
2024
1. The
Company
Third Point
Investors Limited (the “Company”) is an authorised closed-ended
investment company incorporated in Guernsey on 19 June
2007 for an unlimited period, with registration number
47161. The Company commenced operations on 25 July 2007.
2.
Organisation
Investment
Objective and Policy
The
Company’s investment objective is to provide its Shareholders with
consistent long-term capital appreciation, utilising the investment
skills of the Investment Manager, through investment of all of its
capital (net of short-term working capital requirements) through a
master-feeder structure in shares of Third Point Offshore Fund,
Ltd. (the “Master Fund”), an exempted company formed under the laws
of the Cayman Islands on
21 October 1996.
The
Master Fund’s investment objective is to seek to generate
consistent long-term capital appreciation, by investing capital in
securities and other instruments in select asset classes, sectors
and geographies, by taking long and short positions. The Master
Fund is managed by the Investment Manager and the Investment
Manager’s implementation of the Master Fund’s investment policy is
the main driver of the Company’s performance.
The
Master Fund is a limited partner of, and invests all of its
investable capital in, Third Point Offshore Master Fund L.P. (the
“Master Partnership”), an exempted limited partnership organised
under the laws of the Cayman
Islands, of which Third Point Advisors II L.L.C., an
affiliate of the Investment Manager, is the general partner. Third
Point LLC is the Investment Manager to the Company, the Master Fund
and the Master Partnership. The Master Fund and the Master
Partnership share the same investment objective, strategies and
restrictions as described above.
Investment
Manager
The
Investment Manager is a limited liability company formed on
28 October 1996 under the laws of the
State of Delaware. The Investment
Manager was appointed on 29 June 2007
and is responsible for the management and investment of the
Company’s assets on a discretionary basis in pursuit of the
Company’s investment objective, subject to the control of the
Company’s Board and certain borrowing and leveraging
restrictions.
During the
period ended 30 June 2024, the
Company paid to the Investment Manager at the level of the Master
Partnership a fixed management fee of 1.25 percent of NAV per
annum. The Investment Manager has granted a management fee discount
of 0.50% on the indirect portion of the Company’s interest that is
invested in Legacy Private Investments. This 0.50% discount also
applies to the Company’s management fee on their Participation Note
balance. Under the Investment Management Agreement, the Investment
Manager is entitled to a general partner incentive allocation of 20
percent of the Master Fund’s NAV growth (‘Full Incentive Fee’)
invested in the Master Partnership, subject to certain conditions
and related adjustments, by the Master Fund. The general partner
receives an incentive allocation equal to 20% of the net profit
allocated to each Shareholder invested in each series of Class YSP
shares. If a Shareholder invested in Third Point Offshore Fund,
Ltd. (the ‘Feeder Fund’) has a net loss during any fiscal year and,
during subsequent years, there is a net profit attributable to such
Shareholder, the Shareholder must recover the amount of the net
loss attributable in the prior periods before the General Partner
is entitled to incentive allocation. The Company was allocated
US$nil (30 June 2023: US$nil) of
incentive fees at the Master Fund level for the period ended
30 June 2024.
Class YSP
shares are subject to a 25% investor level gate. The Company’s
investment in the Master Fund is subject to an investor-level gate
whereby a Shareholder’s aggregate redemptions will be limited to
25%, 33.33%, 50%, and 100% of the cumulative Net Asset Value of
such Class YSP shares held by the Shareholder as of any four
consecutive quarters. Redemptions are permitted on a monthly basis
but not to exceed these thresholds. Additionally, the Master Fund
has a 20% fund-level gate. The fund level gate allows for
redemptions up to 20% of the Master Fund’s assets on a quarterly
basis, subject to the discretion of the Board of Directors of the
Master Fund.
3.
Significant Accounting Policies
Basis
of Presentation
These Unaudited
Interim Condensed Financial Statements have been prepared in
accordance with relevant accounting principles generally accepted
in the United States of America
(‘US GAAP’). The functional and presentation currency of the
Company is United States Dollars (‘$US’).
The
Directors have determined that the Company is an investment company
in conformity with US GAAP. Therefore, the Company follows the
accounting and reporting guidance for investment companies in the
Financial Accounting Standards Board (‘‘FASB’’) Accounting
Standards Codification (‘‘ASC’’) 946, Financial Services —
Investment Companies (‘‘ASC 946’’).
The
following are the significant accounting policies adopted by the
Company:
Cash
and cash equivalents
Cash in the
Statement of Assets and Liabilities and for the Statement of Cash
Flows is unrestricted and comprises cash at bank and on
hand.
Due
from broker
Due
from broker includes cash balances held at the Company’s clearing
broker at 30 June 2024. The Company
clears all of its securities transactions through a major
international securities firm, UBS (the “Prime Broker”), pursuant
to agreements between the Company and Prime Broker.
Redemptions
Receivable
Redemptions
receivable are capital withdrawals from the Master Fund which have
been requested but not yet settled as at 30
June 2024.
Valuation
of Investments
The
Company records its investment in the Master Fund at fair value.
The Board has concluded specifically that climate change, including
physical and transition risks, does not have a material impact on
the recognition and separate measurement considerations of the
assets and liabilities of the Company in the financial statements
as at 30 June 2024, but recognises
that climate change may have an effect on the investments held in
the Master Fund. Fair values are generally determined utilising the
Net Asset Value (NAV) provided by, or on behalf of, the underlying
Investment Manager of the investment fund. In accordance with
Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 820 ‘Fair Value Measurement’, fair value
is defined as the price the Company would receive upon selling a
security in a timely transaction to an independent buyer in the
principal or most advantageous market of the security. During the
period, the Company owned Class YSP shares of the Master Fund.
During the period, the Company recorded non-cash redemptions of
US$153,800,691 (1,138,136 shares) for
the cancellation of the Company shares under the share buyback
programme. The Company also redeemed US$160,350,000 (1,631,887 shares) to pay Company
expenses and to satisfy the Redemption Offer. During the period the
Company recorded a noncash subscription of US$138,989,490 (1,389,895 shares) for expected
future redemption needs.
The
following schedule details the movements in the Company’s holdings
in the Master Fund over the period.
|
Shares
held
at
1
January
2024
|
Shares
Rolled
Up
|
Shares
Transferred
In
|
Shares
Transferred
Out
|
Shares
Issued
|
Shares
Redeemed
|
Share
adjustments*
|
Shares
held
at
30 June
2024
|
Net
Asset
Value
Per
Share
at
30
June
2024**
|
Net
Asset
Value
at
30
June
2024
|
Class YSP -
1.25,
Series
1-1
|
1,528,709
|
—
|
—
|
—
|
—
|
(219,179)
|
(241)
|
1,309,289
|
379.12
|
496,371,974
|
Class YSP -
1.25,
Series
1.4
|
440,995
|
—
|
—
|
—
|
—
|
(440,980)
|
(15)
|
—
|
—
|
—
|
Class YSP -
1.25,
Series
1.5
|
440,995
|
—
|
—
|
—
|
—
|
(449,979)
|
(16)
|
—
|
—
|
—
|
Class YSP -
1.25,
Series
2.
|
48,999
|
—
|
—
|
—
|
—
|
(48,998)
|
(1)
|
—
|
—
|
—
|
Class YSP -
1.25,
Series
2-2
|
49,999
|
—
|
—
|
—
|
—
|
(49,998)
|
(1)
|
—
|
—
|
—
|
Class
YBSP-125,
Series
2
|
38,244
|
—
|
—
|
—
|
—
|
(38,244)
|
—
|
—
|
—
|
—
|
Class
YBSP-125,
Series
3
|
231,713
|
—
|
—
|
—
|
—
|
(231,713)
|
—
|
—
|
—
|
—
|
Class
YBSP-125,
Series
3
|
—
|
—
|
—
|
—
|
1,389,895
|
(1,389,895)
|
—
|
—
|
—
|
—
|
Total
|
|
|
|
|
|
|
|
|
|
496,371,974
|
*
Share adjustments relate to transfers from the portion of
shareholders' capital attributable to Legacy Private
Investments.
**
Rounded to two decimal places.
A
portion of the Company’s investment in the Master Fund redemptions
after 1 June 2023 redemption were
satisfied through the issuance of Participation Notes (the ‘Notes’
or each a ‘Note’) in lieu of cash. Interests in the Master Fund
prior to 1 June 2023 are subject to
the Note issuance upon redemption. The Master Fund issued notes
through Third Point Offshore Fund Vehicle, Ltd. (the ‘Issuing
Entity’), which holds interests in the Notes issued by the Master
Partnership that are described in further detail in the Master
Partnership’s financial statements and are considered to be a Level
3 investment per the fair value hierarchy. The Company has elected
to carry the Notes at fair value. The Notes have no stated maturity
date and as payments in respect of the Notes issued by the Master
Partnership are made to the Issuing Entity, payments will be made
to the Company to satisfy their outstanding Note balances. During
the period ended June 30, 2024 no
payments were made. The investment in participation note balance as
of 30 June 2024 was US$15,193,588. Losses on the Participation Notes
during the period were $650,617.
The
valuation of securities held by the Master Partnership, in which
the Master Fund directly invests, is discussed in the notes to the
Master Partnership’s Unaudited Condensed Interim Financial
Statements. The Net Asset Value of the Company’s investment in the
Master Fund reflects its fair value. At 30
June 2024, the Company’s US Dollar shares represented 13.2%
(31 December 2023: 16.1%) of the
Master Fund’s NAV.
The
Company has adopted ASU 2015-07, Disclosures for Investments in
Certain Entities that calculate Net Asset Value per Share (or its
equivalent) (“ASU 2015-07”), in which certain investments measured
at fair value using the net asset value per share method (or its
equivalent) as a practical expedient are not required to be
categorised in the fair value hierarchy. Accordingly the Company
has not levelled applicable positions.
Uncertainty
in Income Tax
ASC
Topic 740 ‘Income Taxes’ requires the evaluation of tax positions
taken or expected to be taken in the course of preparing the
Company’s tax returns to determine whether the tax positions are
‘more- likely-than-not’ of being sustained by the applicable tax
authority based on the technical merits of the position. Tax
positions deemed to meet the ‘more-likely-than-not’ threshold would
be recorded as a tax benefit or expense in the year of
determination. Management has evaluated the implications of ASC 740
and has determined that it has not had a material impact on these
Unaudited Condensed Interim Financial Statements.
Income
and Expenses
The
Company records its proportionate share of the Master Fund’s
income, expenses and realised and unrealised gains and losses on a
monthly basis. In addition, the Company accrues interest income, to
the extent it is expected to be collected, and other
expenses.
Use of
Estimates
The
preparation of Unaudited Condensed Interim Financial Statements in
conformity with US GAAP may require management to make estimates
and assumptions that affect the amounts and disclosures in the
financial statements and accompanying notes. Actual results could
differ from those estimates. Other than what is underlying in the
Master Fund and the Master Partnership, the Company does not use
any material estimates in respect of the Unaudited Condensed
Interim Financial Statements.
Going
Concern
The
Master Fund Shares are converted to cash to meet liabilities in
respect of, for example, Company expenses and the buyback
programme, as they fall due. In the period, Master Fund Shares were
redeemed to satisfy the Redemption Offer.
The
Board will carry out a Strategy Review in 2024. At the conclusion
of the Strategy Review, the Strategy Committee will present its
findings to the Board. If approved by the Board, the outcome will
then be reported by the Board to Shareholders, and any recommended
new proposals will be put to Shareholders, and voted on by them as
appropriate. On the assumption that the Committee is able to
identify a positive direction for the Company, which is approved by
Shareholders, the Company will continue into the future.
On
that basis, after due consideration, and having made due enquiry of
Third Point, the Directors are satisfied that it is appropriate to
continue to adopt the going concern basis in preparing these
Unaudited Condensed Interim Financial Statements for the period
through 31 December 2025 which is at
least 12 months from the date of approval of the unaudited
condensed interim financial statements.
Foreign
Exchange
Investment
securities and other assets and liabilities denominated in foreign
currencies are translated into United States Dollars using exchange
rates at the reporting date. Purchases and sales of investments and
income and expense items denominated in foreign currencies are
translated into United States Dollars at the date of such
transaction. All foreign currency transaction gains and losses are
included in the Statement of Operations.
Recent
accounting pronouncements
The
Company has not early adopted any standards, interpretations or
amendments that have been issued but are not yet effective. The
amendments and interpretations which apply for the first time in
2024 have been assessed and do not have an impact on the Unaudited
Condensed Interim Financial Statements.
Credit
facility
The
Company accounted for the credit facility as a liability, initially
recognised at the amount drawn less any related costs. Issuance
costs were amortised and recognised as additional interest expense
over the life of the loan. At each balance sheet date, the
liability was adjusted for the repayment of principal, accrual of
interest and amortization of issuance costs. The credit facility
was fully repaid as of 2 June
2023.
4.
Credit Facility
On
1 September 2021, the Company entered
into an agreement for a credit facility with JPMorgan Chase Bank,
N.A., to employ gearing within the Company. The credit facility
allowed the Company to borrow $150
million at a rate of LIBOR plus 2.4% for a period of two
years. The investment in the Master Fund serves as the security for
the credit facility. The credit facility was fully drawn by
31 December 2021 and the proceeds
were invested in shares in the Master Fund. The credit facility was
fully repaid on 2 June
2023.
In
conjunction with the negotiation and execution of the agreement
there were costs incurred by the Company. The Company paid the
issuer of the facility US$375,000 as
a structuring fee and paid other loan related costs, such as legal
costs. These expenses were fully amortised when the facility was
repaid.
5.
Material Agreements
Management
and Incentive fees
The
Investment Manager was appointed by the Company to invest its
assets in pursuit of the Company’s investment objectives and
policies. As disclosed in Note 2, the Investment Manager is
remunerated by the Master Partnership by way of management fees and
incentive fees.
Administration
fees
Under the terms
of an Administration Agreement dated 29 June
2007, the Company appointed Northern Trust International
Fund Administration Services (Guernsey) Limited as Administrator (the
“Administrator”) and Corporate Secretary.
The
Administrator is paid fees based on the NAV of the Company, payable
quarterly in arrears. The fee is at a rate of 2 basis points of the
NAV of the Company for the first £500 million of NAV and a rate of
1.5 basis points for any NAV above £500 million. This fee is
subject to a minimum of £4,250 per month. The Administrator is also
entitled to an annual corporate governance fee of £30,000 for its
company secretarial and compliance activities.
In
addition, the Administrator is entitled to be reimbursed
out-of-pocket expenses incurred in the course of carrying out its
duties, and may charge additional fees for certain other
services.
Total
Administrator expenses during the period amounted to US$58,707 (30 June
2023: US$63,508) with
US$6,318 outstanding (31 December 2023: US$3,187) at the period-end.
VoteCo
The
Company has entered into a support and custody agreement with Third
Point Offshore Independent Voting Company Limited (‘VoteCo’)
whereby, in return for the services provided by VoteCo, the Company
will provide VoteCo with funds from time to time in order to enable
VoteCo to meet its obligations as they fall due. Under this
agreement, the Company has also agreed to pay all the expenses of
VoteCo, including the fees of the directors of VoteCo, the fees of
all advisors engaged by the directors of VoteCo and premiums for
directors and officers insurance. The Company has also agreed to
indemnify the directors of VoteCo in respect of all liabilities
that they may incur in their capacity as directors of VoteCo. The
expense paid by the Company on behalf of VoteCo during the period
is outlined in the Statement of Operations and amounted to
US$43,798 (30
June 2023: US$55,181). As at
30 June 2024 expenses accrued by the
Company on behalf of VoteCo amounted to US$11,372 (31 December
2023: US$42,039).
6.
Directors’ Fees
At
the AGM in July 2020 Shareholders
approved an annual fee cap for the directors as a whole of
£500,000.
The
Directors’ fees during the period amounted to US$204,160 (30 June
2023: US$178,221) with £nil
outstanding (31 December 2023: £nil)
at the period-end.
The
current fee rates for the individual Directors are as
follows;
Name
Fee
per annum
Chairman
£76,000
Audit Committee
Chairman
£57,000
Director
£48,000
Senior
Independent Director
£3,000
Chairman of the
Management Engagement Committee
£3,000
Chairman of the
Nomination and Remuneration Committee
£3,000
Chairman of the
Strategy Committee £3,000
The
Directors are also entitled to be reimbursed for expenses properly
incurred in the performance of their duties as Director.
7.
Stated Capital
The
Company was incorporated with the authority to issue an unlimited
number of Ordinary Shares (the “Shares”) with no par value and an
unlimited number of Ordinary B Shares (“B Shares”) of no par
value.
Number
of Ordinary Shares
US
Dollar Shares
Shares issued
1 January 2024
25,089,924
Shares
Cancelled
Shares
cancelled during the period
(6,963,936)
Total shares
cancelled during the period
(6,963,936)
Shares
in issue at end of the period 18,125,988
US
Dollar Shares
US$
Net
assets at the beginning of the period
637,967,666
Shares
Cancelled
Share value
cancelled during the period
(176,666,159)
Total share
value cancelled during the period
(176,666,159)
Net
increase in net assets resulting from operations
51,982,226
Net
assets at end of the period
513,283,733
Number
of Ordinary B Shares
US
Dollar Shares
Shares in issue
as at 1 January 2024
16,726,618
Shares
Cancelled
Shares
cancelled during the period
(4,642,625)
Total shares
cancelled during the period
(4,642,625)
Shares
in issue at end of the period 12,083,993
Voting
Rights
Ordinary Shares
carry the right to vote at general meetings of the Company and to
receive any dividends, attributable to the Ordinary Shares as a
class, declared by the Company and, in a winding-up will be
entitled to receive, by way of capital, any surplus assets of the
Company attributable to the Ordinary Shares as a class in
proportion to their holdings remaining after settlement of any
outstanding liabilities of the Company. B Shares also carry the
right to vote at general meetings of the Company but carry no
rights to distribution of profits or in the winding-up of the
Company.
As
prescribed in the Company’s Articles, each Shareholder present at
general meetings of the Company shall, upon a show of hands, have
one vote. Upon a poll, each Shareholder shall, in the case of a
separate class meeting, have one vote in respect of each Share or B
Share held and, in the case of a general meeting of all
Shareholders, have one vote in respect of each Share or B Share
held. Fluctuations in currency rates will not affect the relative
voting rights applicable to the Shares and B Shares.
Repurchase
of Shares
The
Board originally adopted a share buyback programme in September 2019 with share purchases being made
through the market at prices below the prevailing NAV per share.
The buyback programme was extended in September 2023 with the order of a further
$25 million allocated to buybacks
over the period to April 2024. Share
buybacks were suspended over the period of the Redemption Offer but
a further $20 million has now been
allocated until 31 December 2024 to
repurchase Shares if, in the Board’s view, it is in the best
interests of the Company and Shareholders to do so.
Any
Shares purchased are held by the Master Partnership and the Master
Partnership’s gains or losses and implied financing costs related
to the Shares purchased are allocated to the Company’s investment
in the Master Fund.
Any
shares traded mid-month are purchased and held by the Master
Partnership until the Company is able to cancel the shares
following each month-end.
Further
issue of Shares
Under the
Articles, the Directors have the power to issue further shares on a
non-pre-emptive basis. If the Directors issue further Shares, the
issue price will not be less than the then-prevailing estimated
weekly NAV per Share of the relevant class of Shares.
8.
Taxation
The
Fund is exempt from taxation in Guernsey under the provisions of the Income
Tax (Exempt Bodies) (Guernsey)
Ordinance 1989.
9.
Calculation of Net Asset Value
The
NAV of the Company is equal to the value of its total assets less
its total liabilities. The NAV per Share is calculated by dividing
the NAV by the number of Ordinary Shares in issue on that
day.
10.
Related Party Transactions
At
30 June 2024, other investment funds
owned by or affiliated with the Investment Manager owned 4,213,505
(31 December 2023: 5,705,443) US
Dollar Shares in the Company. Refer to note 5 and note 6 for
additional Related Party Transaction disclosures.
11.
Significant Events
On
2 April 2024, the Board announced a
Redemption Offer for Shareholders to tender up to 25% of their
shares for redemption at a 2% discount to NAV. The Redemption Offer
was taken up in full and was completed in June 2024.
On
23 April 2024, the Board announced
the appointment of Dimitri
Goulandris and Liad Meidar as independent non-executive
Directors.
Josh Targoff did not stand for re-election to
the Board at the AGM on 28 May 2024
and, consequently, ceased to be a Director on that date.
There were no
other events outside the ordinary course of business which, in the
opinion of the Directors, may have had an impact on the Unaudited
Condensed Interim Financial Statements for the period ended
30 June 2024.
12.
Financial Highlights
The
following tables include selected data for a single Ordinary Share
in issue at the year-end and other performance information derived
from the Audited Financial Statements.
US
Dollar Shares
30 June 2024
US$
Per Share
Operating Performance
Net
Asset Value beginning of the period
25.43
Income from
Operations
Net
realised and unrealised gain from investment transactions allocated
from
Master
Fund
2.78
Net
loss
(0.06)
Total
Return from Operations
2.72
Share buyback
accretion
0.17
Net
Asset Value, end of the period 28.32
Total
return before incentive fee allocated from Master
Fund
11.36%
Total
return after incentive fee allocated from Master
Fund
11.36%
Total return
from operations reflects the net return for an investment made at
the beginning of the year and is calculated as the change in the
NAV per Ordinary Share during the year ended 30 June 2024 and is not annualised. An individual
Shareholder’s return may vary from these returns based on the
timing of their purchases and sales of shares on the
market.
US
Dollar Shares
30 June 2023
US$
Per Share
Operating Performance
Net
Asset Value beginning of the period
24.46
Income from
Operations
Net
realised and unrealised loss from investment transactions allocated
from
Master
Fund
(0.80)
Net
loss
(0.30)
Total
Return from Operations (1.10)
Share buyback
accretion
0.18
Net
Asset Value, end of the period 23.54
Total
return before incentive fee allocated from Master
Fund
(3.76%)
Total
return after incentive fee allocated from Master
Fund
(3.76%)
Total return
from operations reflects the net return for an investment made at
the beginning of the year and is calculated as the change in the
NAV per Ordinary Share during the year ended 30 June 2023 and is not annualised. An individual
Shareholder’s return may vary from these returns based on the
timing of their purchases and sales of shares on the
market.
US
Dollar Shares
30 June 2024
US$
Supplemental data
Net
Asset Value, end of the period
513,283,733
Average
Net Asset Value, for the period1
604,606,510
Ratio to
average net assets
Operating
expenses2
(2.43%)
Total operating
expenses2
(2.43%)
Net
gain3
0.15%
US
Dollar Shares
30 June 2023
US$
Supplemental data
Net
Asset Value, end of the period
626,032,390
Average
Net Asset Value, for the period1
644,115,181
Ratio to
average net assets
Operating
expenses2
(2.93%)
Total operating
expenses2
(2.93%)
Net
gain
0.36%
1 Average Net
Asset Value for the period is calculated based on published monthly
estimates of NAV.
2 Operating
expenses are Company expenses together with operating expenses
allocated from the Master Fund.
3 Net gain (or
loss) is taken from the Statement of Operations and is the net
investment gain / (loss) for the period allocated from the Master
Fund less the Company expenses over the average net asset value for
the period.
13.
Ongoing Charge Calculation
Ongoing charges
for the period ended 30 June 2024 and
31 December 2023 have been prepared
in accordance with the AIC recommended methodology. Performance
fees were charged to the Master Fund. In line with AIC guidance, an
Ongoing Charge has been disclosed both including and excluding
performance fees. The Ongoing charges for period ended 30 June 2024 and 31
December 2023 excluding performance fees and including
performance fees are based on Company expenses and allocated Master
Fund expenses outlined below.
30 June 2024
31
December 2023
Excluding performance fees
US
Dollar Shares
2.16%
1.92%
Including performance fees
US
Dollar Shares
2.16%
1.92%
14.
Subsequent Events
The
Directors confirm that, up to the date of approval, which is
12 September 2024, when these
financial statements were available to be issued, there have been
no events subsequent to the balance sheet date that require
inclusion or additional disclosure.
ADDITIONAL
INFORMATION
Investor
Information
Financial
Calendar
Year end 31
December.
Annual results
announced and Annual Report published in April.
Annual General
Meeting held in May/June.
Interim results
announced in September.
Website
Further
information about Third Point Investors Limited, including share
price and NAV performance, monthly reports and quarterly investor
letters, is available on the Company’s website:
www.thirdpointlimited.com.
How to
invest
Information is
available on The Association of Investment Companies website, where
a list of platform providers can be found:
www.theaic.co.uk/availability-on-platforms.
Management
and Administration
Directors
Rupert Dorey* (Chairman)
Richard
Boléat*
Huw Evans*
Dimitri Goulandris* (appointed 23 April 2024)
Vivien Gould*
Joshua L
Targoff (resigned 28 May
2024)
Liad Meidar*
(appointed 23 April 2024)
Claire Whittet*
PO Box 255,
Trafalgar Court, Les Banques,
St Peter
Port, Guernsey, GY1
3QL,
Channel Islands.
*
These Directors are independent.
Investment
Manager
Third Point
LLC
55
Hudson Yards,
New York, NY 10001,
United States of America.
Auditors
Ernst &
Young LLP
PO
Box 9, Royal Chambers
St
Julian’s Avenue,
St
Peter Port, Guernsey, GY1
4AF,
Channel Islands.
Legal
Advisors (UK Law)
Herbert Smith
Freehills LLP
Exchange House,
Primrose Street,
London, EC2A 2HS,
United Kingdom.
Registrar
and CREST Service Provider
Link Market
Services (Guernsey)
Limited
(formerly
Capita Registrars (Guernsey)
Limited)
Mont Crevelt
House,
Bulwer
Avenue,
St
Sampson, Guernsey, GY2
4LH,
Channel Islands,
Registered
Office
PO
Box 255, Trafalgar Court, Les Banques,
St
Peter Port, Guernsey, GY1
3QL.
Channel Islands.
Administrator
and Secretary
Northern Trust
International Fund
Administration
Services (Guernsey)
Limited
PO
Box 255, Trafalgar Court, Les Banques,
St
Peter Port, Guernsey, GY1
3QL,
Channel Islands.
Legal
Advisors (Guernsey Law)
Mourant
Royal Chambers, St Julian’s Avenue,
St
Peter Port, Guernsey, GY1
4HP,
Channel Islands.
Receiving
Agent
Link Market
Services Limited
The
Registry,
34
Beckenham Road,
Beckenham,
Kent, BR3 4TU,
United Kingdom.
Corporate
Broker
Deutsche
Numis
45
Gresham Street,
London, EC2V 7BF,
United Kingdom.
Legal
Information
Third Point
Investors Limited (TPIL) is a feeder fund listed on the London
Stock Exchange that invests substantially all of its assets in
Third Point Offshore Fund, Ltd (‘Third Point Offshore’). Third
Point Offshore is managed by Third Point LLC (‘Third Point’ or
‘Investment Manager’), an SEC-registered investment adviser
headquartered in New
York.
Unless
otherwise noted, all performance, portfolio exposure and other
portfolio data included herein relates to the Third Point Offshore
Master Fund L.P. (the ‘Fund’). Exposures are categorised in a
manner consistent with the Investment Manager’s classifications for
portfolio and risk management purposes.
Past
performance is not necessarily indicative of future results, and
there can be no assurance that the Funds will achieve results
comparable to those of prior results, or that the Funds will be
able to implement their respective investment strategy or achieve
investment objectives or otherwise be profitable.
This document
is being furnished to you on a confidential basis to provide
summary information regarding a potential investment in the Funds
and may not be reproduced or used for any other purpose. Your
acceptance of this document constitutes your agreement to (i) keep
confidential all the information contained in this document, as
well as any information derived by you from the information
contained in this document (collectively, ‘Confidential
Information’) and not disclose any such Confidential Information to
any other person, (ii) not use any of the Confidential Information
for any purpose other than to consider an investment in the Funds,
(iii) not use the Confidential Information for purposes of trading
any security, (iv) not copy this document without the prior written
consent of Third Point and (v) promptly return this document and
any copies hereof to Third Point, or destroy any electronic copies
hereof, in each case upon Third Point’s request (except that you
may retain copies as required by your compliance program). The
distribution of this document in certain jurisdictions may be
restricted by law. Prospective investors should inform themselves
as to the legal requirements and tax consequences of an investment
in the Funds within the countries of their citizenship, residence,
domicile and place of business.
All
profit and loss or performance results are based on the Net Asset
Value of fee-paying investors only and are presented net of
management fees, brokerage commissions, administrative expenses,
any other expenses of the Funds, and accrued incentive allocation,
if any, and include the reinvestment of all dividends, interest,
and capital gains. From Fund inception through December 31, 2019, each the Fund’s historical
performance has been calculated using the actual management fees
and incentive allocations paid by the Fund. The actual management
fees and incentive allocations paid by the Fund reflect a blended
rate of management fees and incentive allocations based on the
weighted average of amounts invested in different share classes
subject to different management fee and/or incentive allocation
terms. Such management fee rates have ranged over time from 1% to
3% (in addition to leverage factor multiple, if applicable) per
annum. The amount of incentive allocations applicable to any one
investor in the Fund will vary materially depending on numerous
factors, including without limitation: the specific terms, the date
of initial investment, the duration of investment, the date of
withdrawal, and market conditions. As such, the net performance
shown for the Fund from inception through December 31, 2019 is not an estimate of any
specific investor’s actual performance. During this period, had the
highest management fee and incentive allocation been applied
solely, performance results would likely be lower. For the period
beginning January 1, 2020, each
Fund’s historical performance shows indicative performance for a
new issues eligible investor in the highest management fee (2% per
annum), in addition to leverage factor multiple, if applicable, and
incentive allocation rate (20%) class of the Fund, who has
participated in all side pocket private investments (as applicable)
from March 1, 2021 onward. An
individual investor’s performance may vary based on timing of
capital transactions. The market price for new issues is often
subject to significant fluctuation, and investors who are eligible
to participate in new issues may experience significant gains or
losses. An investor who invests in a class of Interests that does
not participate in new issues may experience performance that is
different, perhaps materially, from the performance reflected above
due to factors such as the performance of new issues. The inception
date for Third Point Offshore Fund, Ltd. Is December 1, 1996, Third Point Partners L.P. is
June 1, 1995, Third Point Partners
Qualified L.P. is January 1, 2005,
Third Point Ultra Ltd. is May 1,
1997, and Third Point Ultra Onshore LP is January 2019. All performance results are
estimates and should not be regarded as final until audited
financial statements are issued.
While the
performances of the Funds have been compared here with the
performance of well-known and widely recognised indices, the
indices have not been selected to represent an appropriate
benchmark for the Funds whose holdings, performance and volatility,
among other things, may differ significantly from the securities
that comprise the indices. Investors cannot invest directly in an
index (although one can invest in an index fund designed to closely
track such index). Indices performance includes reinvestment of
dividends and other earnings, if any.
All
information provided herein is for informational purposes only and
should not be deemed as a recommendation or solicitation to buy or
sell securities including any interest in any fund managed or
advised by Third Point. All investments involve risk including the
loss of principal. This transmission is confidential and may not be
redistributed without the express written consent of Third Point
LLC and does not constitute an offer to sell or the solicitation of
an offer to purchase any security or investment product. Any such
offer or solicitation may only be made by means of delivery of an
approved confidential offering memorandum. Nothing in this
presentation is intended to constitute the rendering of ‘investment
advice,’ within the meaning of Section 3(21)(A)(ii) of ERISA, to
any investor in the Funds or to any person acting on its behalf,
including investment advice in the form of a recommendation as to
the advisability of acquiring, holding, disposing of, or exchanging
securities or other investment property, or to otherwise create an
ERISA fiduciary relationship between any potential investor, or any
person acting on its behalf, and the Funds, the General Partner, or
the Investment Manager, or any of their respective
affiliates.
Specific
companies or securities shown in this presentation are for
informational purposes only and meant to demonstrate Third Point’s
investment style and the types of industries and instruments in
which the Funds invest and are not selected based on past
performance. The analyses and conclusions of Third Point contained
in this presentation include certain statements, assumptions,
estimates and projections that reflect various assumptions by Third
Point concerning anticipated results that are inherently subject to
significant economic, competitive, and other uncertainties and
contingencies and have been included solely for illustrative
purposes. No representations, express or implied, are made as to
the accuracy or completeness of such statements, assumptions,
estimates or projections or with respect to any other materials
herein. Third Point may buy, sell, cover or otherwise change the
nature, form or amount of its investments, including any
investments identified in this letter, without further notice and
in Third Point’s sole discretion and for any reason. Third Point
hereby disclaims any duty to update any information in this
letter.
Information
provided herein, or otherwise provided with respect to a potential
investment in the Funds, may constitute non-public information
regarding Third Point Investors Limited, a feeder fund listed on
the London Stock Exchange, and accordingly dealing or trading in
the shares of the listed instrument on the basis of such
information may violate securities laws in the United Kingdom, United States and elsewhere.
While Third
Point believes the information in this presentation to be accurate,
no reliance on this presentation should be placed. The information
contained herein is subject to change without notice. An offer to
invest in the Funds will only be made pursuant to the confidential
private placement memorandum (the ‘PPM’), the Fund’s limited
partnership agreement (as applicable), and the Fund’s subscription
agreement, subject to any disclaimers, terms and conditions
contained therein. Investors are encouraged to read the PPM and
consult with their own advisers before deciding whether to invest
in the Funds and periodically thereafter. Third Point will not
accept new subscriptions into Third Point Partners L.P. and Third
Point Partners Qualified L.P. from any non-US investor unless
otherwise permissible under applicable law.
The
representative in Switzerland is
FundRock Switzerland SA, Route de Cité-Ouest 2, 1196 Gland,
Switzerland. The paying agent in
Switzerland is BCGE. The
Prospectus/Offering Memorandum, the Articles of Association and
audited financial statements of those funds available in
Switzerland can be obtained free
of charge from the representative in Switzerland. The place of performance and
jurisdiction is the registered office of the representative in
Switzerland with regards to the
Shares distributed in and from Switzerland.