Third Point Offshore Investors Ltd - Corporate Update

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.  

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