Third Point Investors TPIL Response to Further Shareholder Communication
October 22 2021 - 1:01AM
UK Regulatory
TIDMTPOU TIDMTPOS
22 October 2021
Third Point Investors Limited (LSE: TPOU)
Response to Further Shareholder Communication
The Board of Directors ("Board") of Third Point Investors Limited (the
"Company") acknowledges receipt on 30th September of a further communication
from Asset Value Investors ("AVI"). This relates to AVI and certain other
shareholders' second attempt to requisition an Extraordinary General Meeting to
consider a Resolution concerning discount control. The Company has today
written to AVI to inform it that it will not be convening such a meeting, and
hopes that this will put an end to AVI's continued attempts to commandeer the
apparatus of the Company in pursuit of its own agenda, at the expense of all
shareholders.
The Board reminds investors that it:
* is fully focused on a strategy to narrow the NAV discount, which it
continues to refine since the programme of measures was announced by the
Company in April. In this time, the Company's discount to NAV came in from
20 per cent. to 10 per cent. before retracing back to approximately 15 per
cent. as at 21 October 2021;
* has today updated shareholders further (by separate announcement) and
convened an extraordinary general meeting (the "December EGM") to approve a
change in the "Exchange Offer" mechanism that it believes and expects will
attract incremental buyers for the Company's shares; and
* has had extensive feedback from a large cohort of shareholders regarding
their views on the Board's discount-management strategy, which give the
Board reason to believe it has taken an approach that has balanced the need
to maintain a tighter range of discount whilst maintaining the public float
of the security for those long-term investors who wish to participate in
the NAV growth of the Company. The Board will continue to take into account
shareholders' views, including at the forthcoming December EGM.
Given the above, and the basic fundamental principle that responsibility for
the management of a company is vested in its board of directors, the Board
finds it disappointing that AVI has sought to continue its campaign to hold a
special meeting to voice its own position. While AVI has justified its
behaviour by arguing that it is only pursuing a so-called "Advisory Vote", the
concept of an advisory resolution is flawed in law, as AVI surely is aware.
Given the obviousness of this "first principle", the Board does not intend to
engage in a legal argument with AVI and hopes that that it will not be
necessary to waste further resources on any court action.
The Board understands that this campaign serves AVI as a means of drawing
attention to itself, albeit through novel legal arguments and an incorrect
understanding of how companies work. The Board also regrets the continued
misdirection of resources and attention for the Company and the cost to all
shareholders of addressing AVI's campaign. The Board further notes that the
London-listed investment trust managed by AVI, which trades at a persistent
discount, has not itself adopted discount-control mechanisms similar to those
AVI advocates for the Company.
The Board has today announced separately that it is also expressly inviting a
discussion of shareholders at the December EGM on discount control and, if
shareholders so wish, on the issues raised by AVI in its campaign. Open and
transparent discussion is invited. No vote on this matter will be held. There
will be another AGM next year where shareholders will again have the right to
express their views on the Board's current strategy through their support (or
not) for the vote on the re-election of the directors, just as they did in
their support for the current Board at the AGM in July of this year.
The Board is satisfied that its accessibility to shareholders generally, along
with the engagements referred to above, afford it full opportunity to hear
shareholders' views on all issues affecting the Company, in accordance with a
high standard of corporate governance. The Board does not intend to abrogate
its responsibilities to determine an appropriate discount control package in
the best interests of the shareholders as a whole. Specifically, it is not the
Board's responsibility to provide immediate liquidity to some shareholders
whose objectives are at odds with the interests of investors wishing to benefit
from the Company's long-term returns (and whose holdings are of a size which
would make liquidation difficult in the ordinary course of business).
Finally, the Board reiterates its belief that the Company provides a unique
return stream that is and will continue to be an appealing product for
investors. To wit, the NAV of the Company's shares at the time that AVI first
made its request for a tender on 12 November 2020 was $22.93, a full 24% below
the current market price of the shares of $30.20, having now reached an
all-time high.
- Ends -
Press Enquiries
Buchanan PR
Charles Ryland
charlesr@buchanan.uk.com
Tel: +44 (0)20 7466 5107
Henry Wilson
henryw@buchanan.uk.com
Tel: +44 (0)20 7466 5111
Notes to Editors
About Third Point Investors Limited
www.thirdpointlimited.com
Third Point Investors Limited (LSE: TPOU) was listed on the London Stock
Exchange in 2007 and is a feeder fund that invests in the Third Point Offshore
Fund (the Master Fund), offering investors a unique opportunity to gain direct
exposure to founder Daniel S. Loeb's investment strategy. The Master Fund
employs an event-driven, opportunistic strategy to invest globally across the
capital structure and in diversified asset classes to optimize risk-reward
through a market cycle. TPIL's portfolio is 100% aligned with the Master Fund,
which is Third Point's largest hedge fund. TPIL's assets under management are
currently $1.1 billion.
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 37-person investment
team, a robust quantitative data and analytics team, and a deep, tenured
business team. As of 30 September 2021, Third Point manages approximately $19.3
billion in assets for sovereign wealth funds, endowments, foundations,
corporate & public pensions, high-net-worth individuals, and employees.
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