Third Point Offshore Corporate Update
May 02 2018 - 1:00AM
UK Regulatory
TIDMTPOG TIDMTPOU
Third Point Offshore Investors Limited (the "Company")
(a closed-ended investment company incorporated with limited liability under
the laws of
Guernsey with registered number 47161)
LEI: 549300WXTCG65AQ7V644
Corporate Update
2 May 2018
Third Point Offshore Investors Limited - Corporate Update
2 May 2018
The Board of Third Point Offshore Investors Limited ("TPOIL" or the "Company")
is pleased to announce additional proposed corporate changes following the
Corporate Update released on 1 March 2018. TPOIL is a closed-end,
London-listed feeder into Third Point Offshore Fund, Ltd. (the "Master Fund"),
the flagship hedge fund managed by Daniel S. Loeb's Third Point LLC (the
"Investment Manager").
Transfer to Premium Listing
The Board has initiated the process to pursue amendments to the Company's
voting rights structure that are necessary to permit the transfer from the
standard listing segment of the Official List to the premium listing segment of
the Official List ("Premium Listing") and potential inclusion in the FTSE UK
Index Series. In connection with the proposed transfer to a Premium Listing,
the Company also plans to propose the conversion of its outstanding Sterling
class of shares into USD shares, but will maintain a Sterling quote alongside
the USD quote.
Repurchase Policy
The Board is focused on ensuring an alignment of the Company's capital
allocation policy with the Company's investment style, while taking into
account shareholder views of best practices. Under its historical "buy-back"
policy, the Company did not repurchase its shares directly. Instead, the
Master Fund began purchasing TPOIL shares in December 2007 and has since
purchased 12% of outstanding shares in aggregate, all of which continue to be
held by the Master Fund for the benefit of the Company. This approach has
historically provided TPOIL shareholders with a levered return stream and has
resulted in a substantial increase to TPOIL's NAV. While this method has been
beneficial to shareholders, it is clear to the Board that a more traditional
share repurchase and cancellation by the Company is the preferred method of
discount management and the Board has decided to adopt this practice moving
forward.
In addition, after consultation with the Investment Advisor, the Board has
approved the repurchase and cancellation of 5% of the outstanding shares in
aggregate. The shares to be cancelled are currently held by the Master Fund.
For technical reasons, it is proposed the cancellation will occur as soon as
practicable after the conversion of the outstanding Sterling class of shares
into USD shares. The result will be a reduction of TPOIL shares outstanding by
5% and a concurrent adjustment to the Net Asset Value ("NAV") of all
outstanding TPOIL shares. The Board intends, dependent on the Master Fund's
performance, to purchase and cancel the remaining TPOIL shares held by the
Master Fund in 2019 or, if necessary, thereafter. The Master Fund has
committed not to sell any shares it continues to hold while awaiting
cancellation unless the share price is at or above the NAV. The Board will
separately continue to monitor the Company's rating following the proposed
Premium Listing and may, at its discretion, engage opportunistically in future
share repurchases by causing the Company to purchase such shares in the open
market and cancel them upon such purchase.
This new approach to share purchases and cancellations will replace the
previously held dividend policy. The dividend policy was in place from 2012
through 2018 and resulted in total dividend payments of $194 million. Such
dividends were funded by redemptions from the Master Fund. The planned
repurchase and cancellation of Master Fund-held shares will result in an
additional approximately $100 million reduction to NAV. Upon completion, the
Company will have reduced NAV through dividends and repurchases by
approximately $300 million over the life of TPOIL.
For further information, please visit the Company's website (
www.thirdpointoffshore.com) which was developed and is maintained to provide
information and transparency to current and prospective investors.
END
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