Third Point Investors Ltd - 2024 Redemption Offer Circular - Correction
(A closed-ended investment company incorporated in Guernsey with registration number 47161 )
LEI Number: 549300WXTCG65AQ7V644
Renewal Date-
(The “Company”)
2024 REDEMPTION OFFER CIRCULAR - CORRECTION
Further to the Company's announcement at
Enquiries:
Company Website: www.thirdpointlimited.com
The Company Secretary
Trafalgar Court
Les Banques
Guernsey
GY1 3QL
Tel: 01481 745001
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from an appropriately qualified and duly authorised independent adviser.
This Circular is not being sent to Shareholders with registered addresses in
Accordingly copies of this Circular are not being mailed and must not be, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted into
If you have sold or otherwise transferred all of your Shares in
(a non-cellular company limited by shares incorporated under the laws of Guernsey
with registration number 47161)
2024 Redemption Offer
Shareholders who hold their Shares in certificated form (that is, not in CREST) who wish to redeem their Shares in the 2024 Redemption Offer are also requested to return a Redemption Notice (available on the Company’s website at https://www.thirdpointlimited.com) for use in connection with the 2024 Redemption Offer. The completed Redemption Notice and share certificate(s) should be returned in hard copy form by post, by courier or by hand to
Shareholders who hold their Shares in uncertificated form (that is, in CREST) who wish to redeem their Shares in the 2024 Redemption Offer should follow the procedure set out in paragraph 1 in Part
III of this Circular, which can be found on pages 11 and 12 and should ensure that their TTE Instruction(s) are submitted by
Your attention is drawn to the section entitled "Action to be taken by Shareholders" on page 3 of this Circular. Capitalised terms used in this Circular shall have the meanings set out in the section entitled "Definitions" on pages 17 and 18 of this Circular.
The Company is a non-cellular company limited by shares incorporated in Guernsey. The Company operates under the Companies (Guernsey) Law 2008, as amended and regulations made under that law. The Company is registered as a registered closed-ended collective investment scheme by the
NOTICE FOR US SHAREHOLDERS
The 2024 Redemption Offer relates to securities in a non-US company which is subject to the disclosure and procedural requirements of the
The 2024 Redemption Offer will be made in the US in accordance with the requirements of Regulation 14E under the US Securities Exchange Act of 1934, as amended (the "
US Exchange Act
") to the extent applicable and otherwise in accordance with the requirements of
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the 2024 Redemption Offer under US federal securities laws since the Company is located outside the US and most of its officers and directors may reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court’s judgment.
In accordance with normal
This Circular does not address the US federal income tax considerations applicable to any investment in the Shares or any participation in the 2024 Redemption Offer. US Shareholders should consult their own tax advisers regarding the US federal income tax consequences of any such investment or participation.
This Circular has not been approved, disapproved or otherwise recommended by the
ACTION TO BE TAKEN BY SHAREHOLDERS
2024 REDEMPTION OFFER
IF YOU DO WISH TO REDEEM ANY OF YOUR SHARES PURSUANT TO THE 2024 REDEMPTION OFFER, YOU SHOULD COMPLETE AND RETURN A REDEMPTION NOTICE (FOR SHARES HELD IN CERTIFICATED FORM) OR SUBMIT A TTE INSTRUCTION FOR SHARES HELD IN UNCERTIFICATED FORM. FOR FURTHER INFORMATION SEE THE INSTRUCTIONS ON PAGES 11 AND 12.
IF YOU DO
NOT
WISH TO REDEEM ANY OF YOUR SHARES PURSUANT TO THE 2024 REDEMPTION OFFER, DO NOT COMPLETE OR RETURN A REDEMPTION NOTICE OR
CONTENTS
Page
EXPECTED TIMETABLE 5
Part I LETTER FROM THE CHAIRMAN 6
1. INTRODUCTION AND BACKGROUND 6
2. PARTICIPATION BY THE BOARD AND
3. 2024 REDEMPTION OFFER 7
4. RISK FACTORS RELATING TO THE 2024 REDEMPTION OFFER 8
5. FUTURE DIRECTION OF THE COMPANY 8
6. ACTION TO BE TAKEN 9
7. DOCUMENTS AVAILABLE FOR INSPECTION 9
Part II BIOGRAPHIES OF THE NEW DIRECTORS 10
Part III ADDITIONAL INFORMATION ON THE 2024 REDEMPTION OFFER 11
1. ACTION TO BE TAKEN IN CONNECTION WITH THE 2024 REDEMPTION OFFER 11
2. 2024 REDEMPTION OFFER - RESTRICTIONS FOR OVERSEAS SHAREHOLDERS 12
3. TAXATION 12
PART IV ADDITIONAL INFORMATION ON THE COMPANY 15
1. DIRECTORS’ AND OTHER INTERESTS 15
2. MAJOR SHAREHOLDERS’ INTERESTS 15
3. WARRANTS AND OPTIONS 15
4. NO SIGNIFICANT CHANGE IN FINANCIAL POSITION 15
DEFINITIONS 16
EXPECTED TIMETABLE
2024 REDEMPTION OFFER
Circular sent to Shareholders9 April 2024 NAV Determination Date30 April 2024 Latest time and date for receipt of Redemption Notices1:00 p.m. on8 May 2024 and TTE Instructions for the 2024 Redemption Offer Record Date6:00 p.m. on8 May 2024 Announcement of results of the 2024 Redemption Offer9 May 2024 Publication of NAV as at NAV Determination Date31 May 2024 Redemption Date14 June 2024 Settlement through CREST and/or despatch of cheques*21 June 2024
* Certificated Shareholders will be paid by cheque despatched at the latest known address as indicated on the Shareholders’ register. Uncertificated Shareholders will be paid via CREST. Payments will be made within 10 Business Days of the Registrar receiving the proceeds of the Company’s assets realised pursuant to the Redemption Offer.
Each of the times and dates in the above expected timetable may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a
Part
I
LETTER FROM THE CHAIRMAN
(a non-cellular company limited by shares incorporated under the laws of Guernsey with registration number 47161)
__________________________________________ | |Registered office:| |_______________________|__________________| |Rupert Dorey (Chairman)|PO Box 255 | | | | |Richard Boléat |Trafalgar Court | | | | |Huw Evans |Les Banques | | | | |Vivien Gould |St. Peter Port | | | | |Josh Targoff |Guernsey | | | | |Claire Whittet |GY1 3QL | |_______________________|__________________|
2024 REDEMPTION OFFER
Dear Shareholder
1. INTRODUCTION AND BACKGROUND
Redemption Offer
On
The 2024 Redemption Offer is for up to 25 per cent. of the Company's issued share capital at the Record Date. Shareholders (other than Restricted Shareholders) will be able to decide whether to tender some or all of their Shares within the overall limits of the 2024 Redemption Offer (but tenders in excess of a Shareholder’s Basic Entitlement will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement).
The redemption price per Share redeemed pursuant to the 2024 Redemption Offer will be equal to the Company’s published Net Asset Value per Share on or around
Timings
The Board shall be entitled to defer any effective date specified in this Circular and the implementation of the 2024 Redemption Offer in its absolute discretion to accommodate any legal, regulatory, operational or other requirements that are not resolved prior to or on the relevant effective date.
Cancellation
If, at any time between the Record Date and the Redemption Date, there is a material adverse change in the Company’s ability to realise assets for the purposes of meeting redemption requests, in a manner which is fair as between the redeeming Shareholders and the remaining Shareholders (to the extent that those remaining Shareholders have not participated in the 2024 Redemption Offer), is in the opinion of the Board, acting in good faith, materially impaired or likely to be materially impaired, the Directors may in their absolute discretion cancel the 2024 Redemption Offer. In the event of any such cancellation as described in this paragraph, no Shares will be redeemed under the 2024 Redemption Offer and the Board will consider whether to offer an additional redemption offer when the Company is able to do so.
1. PARTICIPATION BY THE BOARD ANDDANIEL LOEB IN THE 2024 REDEMPTION OFFER
The Directors do not intend to participate in the 2024 Redemption Offer in respect of those Shares held by them. The Board has received an undertaking from
1. 2024 REDEMPTION OFFER
The Board is providing Shareholders (other than Restricted Shareholders, as detailed in paragraph 2 in Part III of this Circular) with the opportunity to realise by way of redemption in aggregate up to 25 per cent. of the Shares in issue through participation in the 2024 Redemption Offer. Further details of how the 2024 Redemption Offer will operate are set out below.
All Shares that are redeemed will be cancelled with effect from the Redemption Date. Accordingly, once redeemed, Shares will be incapable of transfer and no dividend will be paid in respect of those Shares.
Shareholders should note that the issued share capital of the Company will be reduced as a result of the 2024 Redemption Offer to the extent that Shares are redeemed. Consequently, the fixed costs of the Company will be spread over fewer Shares.
Mechanics of the 2024 Redemption Offer
Shareholders will be entitled to have up to 25 per cent. of their respective holdings of Shares redeemed under the 2024 Redemption Offer (the " Basic Entitlement "). Tenders in excess of a Shareholder’s Basic Entitlement will only be satisfied to the extent that other Shareholders tender less than their Basic Entitlement. If there are multiple Shareholders that submit redemption requests in excess of their Basic Entitlement, such tenders will be satisfied on a pro rata basis, in proportion to the excess over the Basic Entitlement tendered, rounded down to the nearest whole number of Shares.
A Shareholder who requests the redemption of Shares pursuant to the 2024 Redemption Offer will need to submit a Redemption Notice for Shares held in certificated form or TTE Instruction(s) for Shares held in uncertificated form for the number of Shares that they wish to offer for redemption by
Details on submitting Redemption Notices and TTE Instruction(s) are set out in paragraph 1 in Part III of this Circular.
Proceeds of the 2024 Redemption Offer
Following the receipt of the Redemption Notices and/or TTE Instruction(s) from Shareholders, the Shares to be redeemed pursuant to the 2024 Redemption Offer will be redeemed on the Redemption Date. On
Absent any unforeseen circumstances and subject to general market conditions, the Company expects to realise assets for the purposes of meeting redemption requests under the 2024 Redemption Offer and to be in receipt of the proceeds of such realisations within 30 to 60 days after the Redemption Date.
The redemption of the Shares pursuant to the 2024 Redemption Offer will constitute a distribution for the purposes of the Companies Law. Accordingly, the Board will follow the procedure for making a distribution set out at section 303 of the Companies Law and will consider the statutory solvency test set out therein. The redemption of the Shares pursuant to the 2024 Redemption Offer is therefore subject to the Directors being satisfied that the provisions of section 303 of the Companies Law are satisfied at the relevant time.
Details regarding the tax consequences of the 2024 Redemption Offer are set out in paragraph 3 in Part III of this Circular.
1. RISK FACTORS RELATING TO THE 2024 REDEMPTION OFFER
Shareholders should, when considering participating in the 2024 Redemption Offer, have regard to the following risk factors.
-- Once a Redemption Notice has been served on the Company or a TTE Instruction(s) has been submitted, the relevant Shareholder will be unable to access or otherwise deal in those Shares pending completion (or cancellation) of the 2024 Redemption Offer. Shares will be held in escrow subject to the completion (or cancellation) of the 2024 Redemption Offer. In the case of Shareholders who hold their Shares in certificated form (that is, not in CREST), the restriction on dealing shall also apply in respect of all Shares to which any surrendered share certificates relate. A Redemption Notice or TTE Instruction(s), once submitted, may only be withdrawn with the consent of the Company. -- Securities laws in certain jurisdictions may prevent certain Shareholders from participating in the 2024 Redemption Offer. For more information, please refer to paragraph 2 in Part III of this Circular below. -- In order to satisfy redemption requests received pursuant to the 2024 Redemption Offer, the Company will redeem a portion of its holding in theMaster Fund . In accordance with theMaster Fund's redemption policy, approximately 93 per cent. of the Company's redemptions will be satisfied in cash and approximately 7 per cent. in a participation note which represents the Company's pro rata share of theMaster Fund's Legacy Private Investments and a small cash reserve. Assuming the 2024 Redemption Offer is fully subscribed, the Company will need to redeem approximately 25 per cent. of its shares in theMaster Fund , triggering the receipt of additional participation notes. As a result, the direct and indirect proportion of the Company’s remaining portfolio comprised of legacy private investments will following the 2024 Redemption Offer increase to approximately 9 per cent.
1. FUTURE DIRECTION OF THE COMPANY
The Board is encouraged by the recent strong performance of the Investment Manager, with the Company generating an 8.7 per cent. NAV return in Q1 2023 and 17.6 per cent. over the prior six months to
Notwithstanding the recent strong performance, a meaningful discount to NAV persists. Discounts to NAV – and investor concern about them – is an issue throughout the listed fund sector and, with the intention to be proactive and creative in facing this, the Board has been working with the Investment Manager to explore further options for the Company.
In conjunction with these efforts, the Board is pleased to announce the appointment of
As previously announced,
The expanded Board will create a Strategy Committee ("
Committee
") comprised of the two new directors and Richard Boleat, chaired by
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.
For the duration of the 2024 Redemption Offer, the Company will not repurchase any of its Shares which as you are aware, the Company has authority to do pursuant to its share repurchase programme. The Company may, however, repurchase Shares during the Strategy Review (
once the results of the 2024 Redemption Offer have been announced
) if in the Board's view it is in the best interests of the Company and Shareholders to do so. The Board has allocated up to
1. ACTION TO BE TAKEN
Shareholders should note that, if they wish to participate in the 2024 Redemption Offer, action is required to be taken by them. Information on such action to be taken by Shareholders seeking to participate in the 2024 Redemption Offer is set out in Part III of this Circular.
1. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of this Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . This Circular will also be available on the Company’s website: https://www.thirdpointlimited.com .
Yours faithfully
Chairman
Part
II
BIOGRAPHIES OF THE NEW DIRECTORS
In addition to founding business,
In 2005,
In 2015,
In 2021,
Part
III
ADDITIONAL INFORMATION O
N THE 2024 REDEMPTION OFFER
1. ACTION TO BE TAKEN IN CONNECTION WITH THE 2024 REDEMPTION OFFER
Shareholders (other than Restricted Shareholders) will be entitled to have up to 25 per cent. of their respective holdings of Shares redeemed under the 2024 Redemption Offer (the " Basic Entitlement "). Tenders in excess of a Shareholder’s Basic Entitlement will only be satisfied to the extent that other Shareholders tender less than their Basic Entitlement. If there are multiple Shareholders that submit redemption requests in excess of their Basic Entitlement, such tenders will be satisfied on a pro rata basis, in proportion to the excess over the Basic Entitlement tendered, rounded down to the nearest whole number of Shares.
Certificated Shareholders
If you hold your Shares in certificated form (that is, not in CREST) (a "
Certificated Shareholder
") (and are not an Overseas Shareholder excluded from participating in the 2024 Redemption Offer as detailed in paragraph
2
of this Part
III below) and you wish to redeem Shares in the 2024 Redemption Offer, you should read the Redemption Notice carefully, complete it and return it with the share certificate(s) in respect of the total number of Shares you wish to redeem and such other evidence as the Directors may reasonably require to prove your title and the due execution by you of the Redemption Notice or, if the Redemption Notice is executed by someone other than you, the authority of that other person to do so, in hard copy form by post, by courier or by hand to
A Redemption Notice may only be submitted in respect of a number of Shares, rather than in respect of a certain value of Shares.
CREST Shareholders
If you hold your Shares in uncertificated form (that is, in CREST) (a "
CREST Shareholder
") (and are not an Overseas Shareholder excluded from participating in the 2024 Redemption Offer
as detailed in paragraph
2
of this Part
III below) and you wish to redeem your Shares in the 2024 Redemption Offer, you do not need to complete or return a Redemption Notice. You should, however, take (or procure to be taken) the action set out below to transfer (by means of TTE Instruction(s)) the total number of Shares of which you are making a request for redemption in the 2024 Redemption Offer to an escrow balance, specifying
You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to
-- the number of Shares to be transferred to an escrow balance; -- your CREST participant ID; -- your CREST member account ID; -- the participant ID RA10 of the escrow receiving agent (Link Group ) in its capacity as a CREST receiving agent; -- the member account ID for the relevant Shares of the escrow receiving agent (Link Group ), which for the purposes of the 2024 Redemption Offer is 22377THI; -- the ISIN for the Shares which is GG00B1YQ7219; -- the corporate action number for the 2024 Redemption Offer, which is allocated byEuroclear UK & International Limited and can be found by viewing the relevant corporate actions details in CREST; -- contact name and number to be inserted in the shared note field; -- the intended settlement date for the transfer to escrow which should be as soon as practicable and in any event no later than before1:00 p.m. on8 May 2024 ; and -- input with the standard delivery instruction priority of 80.
A TTE Instruction may only be submitted in respect of a number of Shares, rather than in respect of a certain value of Shares.
General
The Company, in its absolute discretion, reserves the right to accept Redemption Notices or TTE Instructions received after
Shareholders should note that once a Redemption Notice has been served on the Company or a TTE Instruction(s) has been submitted, they will be unable to access or otherwise deal in those Shares pending completion (or cancellation) of the 2024 Redemption Offer. In the case of Shareholders who hold their Shares in certificated form (that is, not in CREST), such restriction shall also apply in respect of all Shares to which any surrendered share certificates relate.
Payment of the proceeds of the 2024 Redemption Offer shall be subject to any requisite official consents first having been obtained.
Shareholders who have acquired their Shares in the secondary market (or who are otherwise not known to the Registrar) may be required to satisfy the Registrar’s anti-money laundering procedures before the Registrar is able to settle any payments due to that Shareholder pursuant to the 2024 Redemption Offer.
Shareholders who wish to remain invested in the Company in respect of their entire holding of Shares should not complete or return a Redemption Notice or arrange for a TTE Instruction to be submitted.
1. 2024 REDEMPTION OFFER - RESTRictions FOR OVERSEAS SHAREHOLDERS
Overseas laws and regulations may restrict the making of the 2024 Redemption Offer to Shareholders in certain jurisdictions outside the
The 2024 Redemption Offer is not being made in or into, or to any Shareholder resident in
1. TAXATION
The following comments are intended only as a general guide to certain aspects of current
Shareholders who are in any doubt as to their tax position should consult an independent professional adviser.
United Kingdom Taxation
The Company
The Directors have been advised that, following certain changes to the
Offshore Fund Rules
The Company is an “offshore fund” for the purposes of the UK’s offshore fund rules. The Company has obtained from HMRC approval to treat the Company as a “reporting fund” for these purposes. The Company is therefore required to calculate its income in accordance with the relevant rules applicable to offshore reporting funds and report the same to investors (as described further below).
The statements below reflect that the Company is an offshore fund approved by HMRC as a reporting fund. It cannot be guaranteed that this treatment will be maintained. Any Shareholder who has any doubt as to the effect of the Company being treated (or not being treated) as such should consult an appropriate professional adviser.
Any Shareholder who is in any doubt as to the tax consequences of holding an interest in a reporting offshore fund, including the tax treatment of reported income, should consult their own professional advisers without delay.
Individual Shareholders
As the holder of an interest in a reporting offshore fund,
(i) distributions actually received from the Company in respect of the Shares; and
(ii) if the Shareholder is treated as holding Shares at the end of a relevant reporting period, the amount (if any) by which the reported income attributable to their Shares exceeds the amount actually distributed in respect of the Shares for that period (the “excess reporting income amount”).
Accordingly, such a Shareholder may be subject to tax on more income than they receive in respect of such Shares.
If the Company is a bond fund, distributions received and any relevant excess reporting income amount will be taxed as if they were payments of interest at the applicable marginal rate of tax for the individual (as opposed to being taxed at dividend tax rates).
Broadly, an offshore fund is treated as a bond fund if, at any time in an accounting period, more than 60 per cent. of the assets attributable to it are “qualifying investments”. For these purposes “qualifying investments” include securities and certain other interest-bearing or economically similar investments. In this regard, Shareholders are referred to Chapter 3 Part 6 of the
The Company will provide details of any excess reporting income amount per Share to Shareholders who hold an investment in the Company at the end of the relevant reporting period.
Reporting periods will generally be the same as the Company’s accounting periods.
A disposal of Shares (which for these purposes will include a redemption of such Shares for example under the 2024 Redemption Offer) by a Shareholder who is an individual should (assuming the Shares constitute an interest in a reporting fund) generally be treated as a disposal of a capital asset subject to capital gains tax and may, depending on the Shareholder’s individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a liability to capital gains tax. Shareholders should note that if Shares held by the Shareholder are not, or have ceased to be, treated as a reporting fund, a disposal (including a redemption) of such Shares may be subject to
Corporate Shareholders
For Shareholders within the charge to
However, for each accounting period of the Shareholder during which the Shares have at any time been a bond fund, the Shares would be treated as if they were a creditor relationship under the “loan relationships regime”. For these purposes, the credits and debits to be brought into account would fall to be determined on the basis of fair value accounting, and the Shareholder would be taxed (or obtain relief from tax) in accordance with such accounting treatment. Accordingly, such persons may be subject to corporation tax on an unrealised increase in the value of their Shares or, as the case may be, obtain relief against corporation tax by reference to an unrealised reduction in the value of their Shares.
Transactions in Securities
The attention of Shareholders is drawn to section 684 of the Income Tax Act 2007 (for individuals) and section 731 of the Corporation Tax Act 2010 (for companies), and associated provisions, pursuant to which in certain circumstances HM Revenue & Customs may seek to cancel tax advantages from certain transactions in securities. In the event that such rules were successfully applied, Shareholders may be assessed to tax on a basis different from that set out above, including being taxed on an income basis as opposed to a chargeable gains basis in respect of their disposal of Shares.
Guernsey Taxation
Guernsey currently does not levy taxes upon capital inheritances, capital gains, gifts, sales or turnover, nor are there any estate duties (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant).
No stamp duty or similar tax is chargeable in Guernsey on the issue, transfer or redemption of shares in the Company, including a redemption of Shares pursuant to the 2024 Redemption Offer.
PART IV
ADDITIONAL INFORMATION ON THE COMPANY
1. DIRECTORS’ AND OTHER INTERESTS
As at
Per cent. of issued ordinary share Name Number of Shares capital (excluding Shares held in treasury) Rupert Dorey (and spouse) 25,000 0.10 Richard Boleat Nil N/A Huw Evans 5,000 0.02 Vivien Gould Nil N/A Josh Targoff Nil N/A Claire Whittet (and spouse) 2,500 0.01 Total 32,500 0.13
1. MAJOR SHAREHOLDERS’ INTERESTS
As at
Number Per cent. of issued ordinary shareName of Shares capital (excluding Shares held in treasury)Goldman Sachs Securities (Nominees) 5,034,034 20.83Chase Nominees Limited 1,743,520 7.21BBHISL Nominees Limited 1,646,261 6.81
1. WARRANTS AND OPTIONS
As at
1. NO SIGNIFICANT CHANGE IN FINANCIAL POSITION
There has been no significant change in the financial or trading position of the Company since
DEFINITIONS
The following definitions apply throughout this Circular as well as the Redemption Notice, unless the context otherwise requires:
"AGM" annual general meeting means the entitlement of each Shareholder to tender up to 25 per cent. of the "Basic Entitlement" Shares registered in such Shareholder’s name on the Record Date rounded down to the nearest whole number the board of directors of the Company "Board” or “Directors" whose names are set out on page 6 of this Circular a day on which theLondon Stock Exchange "Business Day" and banks in Guernsey are normally open for business "Certificated Shareholder" has the meaning given in paragraph 1 in Part III of this Circular "Circular" this document "Committee" has the meaning given to it in Part I of this Circular "Companies Law" the Companies (Guernsey) Law, 2008, as amended from time to time "Company"Third Point Investors Limited the system for the paperless settlement "CREST" of trades in securities and the holding of uncertificated securities operated byEuroclear "CREST Shareholder" or "Uncertificated has the meaning given in paragraph 1 in Shareholder" Part III of this Circular "GFSC" theGuernsey Financial Services Commission "Investment Manger"Third Point LLC investments made by theMaster Fund that "Legacy Private Investments" are traditionally considered venture capital or private equity other than those with ongoing capital contributions "Master Fund "Third Point Offshore Limited the total assets of the Company less its total liabilities (including accrued but unpaid fees) or, where relevant, the total assets attributable to the Shares “Net Asset Value” or “NAV” less the total liabilities attributable the Shares (including the relevant proportion of accrued but unpaid fees) in each case valued in accordance with the Company’s accounting policies adopted by the Company from time to time "NAV Determination Date"30 April 2024 a Shareholder resident outside the United "Overseas Shareholder" Kingdom, theChannel Islands and theIsle of Man "RCIS Rules" theRegistered Collective Investment Scheme Rules and Guidance 2021 "Record Date"6:00 p.m. on8 May 2024 the date on which Shares will be redeemed "Redemption Date" pursuant to the 2024 Redemption Offer will be redeemed, being14 June 2024 the Redemption Notice for use by "Redemption Notice" Shareholders holding Shares in certificated form who wish to participate in the 2024 Redemption Offer "Redemption Offer Programme" means the 2024 Redemption Offer and the 2027 Redemption Offer "Redemption Proceeds" has the meaning given in paragraph 3 in Part I of this Circular "Regulatory Information Service " means a primary information provider service approved to or disseminate regulatory information to the "RIS" market by the United Kingdom Financial Conduct Authority "Registrar"Link Group "Restricted Shareholders" means Shareholders who are resident in, or citizens of, a Restricted Territory means any of the following territories:Australia ,Canada andJapan or any other "Restricted Territories" jurisdiction in which the 2024 Redemption Offer may result in the contravention of any registration or other legal requirement of such jurisdiction; "Shareholders" holders of Shares "Shares" the ordinary shares of no par value in the capital of the Company "Signal Shares" the online service accessible via www.signalshares.com "Sterling" or "£"United Kingdom pounds sterling "Strategy Review" has the meaning given to it in Part I of this Circular a transfer to escrow instruction (as "TTE Instruction" described in the CREST manual issued byEuroclear ) containing the details set out on pages 11 and 12 of this Circular "US"United States “USD” US dollars "US Exchange Act" the US Securities Exchange Act of 1934, as amended "US Shareholders" Shareholders resident inthe United States "2024 Redemption Offer" has the meaning given in paragraph 1 of Part I of this Circular "2027 Redemption Offer" has the meaning given in paragraph 1 of Part I of this Circular