Third Point Offshore Investors Ltd - Half-year Report

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Third Point Investors Limited	LSE:TPOU	London	Ordinary Share	GG00B1YQ7219	ORD NPV $

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.30	-1.33%	22.20	22.00	22.20	22.40	22.30	22.40	17,928	16:35:11

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
Unit Inv Tr, Closed-end Mgmt	-223.21M	-253.66M	-9.5402	-1.89	478.6M

Third Point Investors (LSE:TPOU)
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Third Point Offshore Investors Limited (the "Company")

Legal Entity Identifier (LEI): 549300WXTCG65AQ7V644

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 47161)

25 August 2017

HALF YEARLY FINANCIAL REPORTS AND AUDIT REPORTS/LIMITED REVIEWS

(Classified Regulated Information, under DTR 6 Annex 1 section 1.2)

FOR THE SIX MONTHS ENDED 30 JUNE 2017

~ Strong NAV growth driven by well-balanced portfolio ~

Third Point Offshore Investors Limited (“TPOIL” or the “Company”), the closed-end, London listed event-driven, value-oriented hedge fund managed by Daniel S. Loeb’s Third Point LLC (the “Investment Manager”) announces its half year results for the six months ended 30 June 2017.

Financial Highlights (as at 30 June 2017, unless otherwise stated)

§ Net Asset Value (“NAV”) total return in USD class of 11.0% and GBP class of 10.7%

Ticker	Tranche	NAV HY17	NAV FY16	NAV Total Return¹
TPOU	USD Class $	$18.86	$17.63	11.0%
TPOG	GBP Class £	£17.97	£16.84	10.7%

§ The Company’s NAV increased 7.3% to $943.0 million (FY16: $879.2 million)

¹ Calculation includes dividends paid during the period ended 30 June 2017.

Portfolio Performance of the Master Fund

§ During the first six months of 2017, global economic growth coupled with volatility created by several large political and macroeconomic events created a favourable investment environment for the Investment Manager. Performance was driven by the Investment Manager’s security selection and well-balanced portfolio construction, including benefitting from the addition of several compelling new core positions at attractive valuations.

§ Returns for the year to date have been led primarily by positive performance in several large constructive stakes in global companies. The portfolio has generated positive returns across every sector with Healthcare, Consumer, and Industrials as the top contributors.

§ The Investment Manager continues to focus on opportunities in equities and has reduced exposure to credit strategies for the time being, as attractive entry points are currently elusive.

Outlook

§ During the second half of the year, the Investment Manager will closely monitor news from central banks globally and will adjust exposures as deemed appropriate.

§ The Manager remains positive on the portfolio’s well-balanced equity portfolio with a global mix of event driven situations, higher-multiple defensive companies, and activist opportunities.

Marc Antoine Autheman, Chairman of Third Point Offshore Investors Limited, commented: “I am pleased to report a strong first half performance from Third Point Offshore Investors, which saw significant NAV growth during the period. This was driven by the Investment Manager’s ability to construct a well-balanced portfolio, including several compelling new positions, able to capitalise on the favourable investment environment.

“The Investment Manager remains positive on the outlook for the second half of the year and believes that the its carefully constructed portfolio, which includes a mix of event driven opportunities alongside both activist and defensive equity investments, leaves it well positioned.”

Enquiries:

Third Point Offshore investors Investor Relations	+1 212 715 6707
FTI Consulting Ed Berry Tom Blackwell	+44 (0)20 3727 1046 +44 (0)20 3727 1051

Notes to Editors

TPOIL is a feeder fund that invests in Third Point Offshore Fund Ltd. (the “Master Fund”), with the investment objective of achieving uncorrelated, long term, attractive risk-adjusted returns. The Company has two share classes which differ by denomination (LSE: TPOU, TPOG).

Chairman’s Statement

I am pleased to present the Tenth Unaudited Semi-Annual Financials for Third Point Offshore Investors (“the Company”).

The Company was established as a closed-end investment company, registered and incorporated in Guernsey on 19 July 2007. The Company invests its assets in Third Point Offshore Master Fund L.P. (the “Master Partnership”) via Third Point Offshore Fund, Ltd. (the “Master Fund”), which pursues an opportunistic investment approach based on event-driven fundamental value analysis.

During the first six months of 2017, the Company’s net asset value appreciated by 11.0% and 10.7% for the U.S. Dollar and Sterling share classes, respectively. Performance was driven by Third Point LLC’s (the “Investment Manager”) security selection and well-balanced portfolio construction. Returns for the year to date have been led primarily by positive performance in several large constructive stakes in global companies. The portfolio has generated positive returns across every sector with Healthcare, Consumer, and Industrials as the top contributors. The Investment Manager continues to focus on opportunities in equities and has reduced exposure to credit strategies for the time being, as attractive entry points are currently elusive.

The Board and the Investment Manager have noted the widening of the discount to NAV in 2017 and have engaged in a number of initiatives in accordance with the discount control policy outlined in the Company’s annual report, including the issuance of a dividend in respect of the year ended 31 December 2016. We believe in the importance of transparent communications with shareholders and aim to be responsive to your inquiries. To this end, the Company’s website (www.thirdpointpublic.com) publishes monthly NAVs, a monthly shareholder report, a narrative quarterly letter from the Investment Manager and other relevant information about the Company.

In corporate governance matters, the independent Board of Directors and Audit Committee have met regularly. Long-standing Board Director, Chris Fish, retired from the Board in June 2017. We thank Chris for all his hard work during his 10 year tenure and are grateful to him for his guidance, insight, commitment and expertise. The Board is pleased to announce the appointment of Claire Whittet as a non-executive Director effective April 2017. Claire has extensive experience gained over the past 40 years in the finance sector and will replace, supplement, and expand the range of skills which are already available to the Board.

My fellow Directors and I are honoured to serve our shareholders.

Marc Antoine Autheman

24 August 2017

Directors’ Report

The Directors submit their Report together with the Company’s Statements of Assets and Liabilities, Unaudited Statements of Operations, Statements of Changes in Net Assets, Unaudited Statements of Cash Flows and the related notes for the period ended 30 June 2017, “Unaudited Condensed Interim Financial Statements”. These Unaudited Condensed Interim Financial Statements have been properly prepared, in accordance with accounting principles generally accepted in the United States of America, any relevant enactment for the time being in force, and are in agreement with the accounting records and have been properly prepared in all material aspects.

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 on 23 July 2007. The proceeds from the initial issue of shares on listing amounted to approximately US$523 million. Following changes to the Listing Rules on 6 April 2010, the secondary listing became a standard listing.

The Company is a member of the Association of Investment Companies (“AIC”).

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”) through investment of all of its capital (net of short term working capital requirements) in Class E 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 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 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 using an event driven, bottom-up, fundamental approach to evaluate various types of securities throughout companies’ capital structures. The Investment Manager’s implementation of the Master Fund and Master Partnership’s investment policy is the main driver of the Company’s performance.

The Investment Manager’s fundamental approach to investing begins with analysing a company’s financial performance, its management and competitive advantages, its position within its industry and the overall economy. This analysis is performed on historical and current data with the ultimate goal of producing a set of projected financial results for the company. Once the projections are established, the Investment Manager compares the current valuation of the company in question relative to its historical valuation range, the valuation range of its peers and the overall market in general to determine whether the markets are mis-pricing the company. The Investment Manager ultimately invests in situations where it believes mis-pricing exists because this fundamental analysis indicates that such a disconnection will correct itself over the long term.

The Investment Manager’s bottom-up approach attempts to identify individual companies that would make attractive investment targets based on their growth and profitability characteristics. This approach differs from a top-down methodology which first evaluates macro-economic, sector, industry or geographic factors to select the best sectors or industries for investment.

The Investment Manager seeks to identify Event Driven situations in which it can take either a long or short investment position where it can identify a near or long-term catalyst that would unlock value.

Results and Dividends

Except in unusual circumstances it is anticipated that the Board following discussions with the Investment Manager, will declare an annual cash dividend between 4% and 5% of the Net Asset Value (“NAV”) of the Company to the extent that the positive NAV performance of the Company is sufficient to support such dividends and there are no extenuating circumstances preventing the Company from doing so. The results for the period are set out in the Unaudited Statements of Operations. On 10 January 2017, an annual distribution was declared equivalent to 4% of the NAV of the Company in respect of the year ended 31 December 2016, amounting to $0.71 per USD Share and £0.67 per GBP Share (31 December 2015: $Nil) and paid on 14 February 2017.

Share Capital

Share Capital Conversions took place during the period ended 30 June 2017. A summary and the number of shares in issue at the period-end are disclosed in Note 6 to the Unaudited Condensed Interim Financial Statements.

Key performance indicators (“KPI’s”)

At each Board meeting, the Board considers a number of performance measures to assess the Company’s success in achieving its objectives. Below are the main KPI’s which have been identified by the Board for determining the progress of the Company:

• Net asset value;

• Share price; and

• Ongoing charges.

Directors

The Directors of the Company during the period and to the date of this report are as listed on the Unaudited Condensed Interim Financial Statements.

Directors’ Interests

Mr. Targoff holds the position of Chief Operating Officer, Partner and General Counsel of Third Point LLC.

Pursuant to an instrument of indemnity entered into between the Company and each Director, the Company has undertaken, subject to certain limitations, to indemnify each Director out of the assets and profits of the Company against all costs, charges, losses, damages, expenses and liabilities arising out of any claims made against them in connection with the performance of their duties as a Director of the Company.

Christopher Legge and Keith Dorrian held 4,500 and 2,500 U.S. Dollar shares respectively as at 30 June 2017 (31 December 2016: Christopher Legge and Keith Dorrian held 4,500 and 2,500 U.S. Dollar shares respectively). No other Directors held shares in the Company during the period.

Corporate Governance Policy

The Board has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (“AIC Code”) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (“AIC Guide”). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance.

The Board has determined that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to Shareholders. The Company has complied with all the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below.

The UK Corporate Governance Code includes provisions relating to:

• the role of the chief executive;

• executive directors’ remuneration; and

• the need for an internal audit function.

For the reasons set out in the AIC Guide, the Board considers these provisions are not relevant to the position of the Company, being an externally advised investment company with no executive directors or employees. The Company has therefore not reported further in respect of these provisions.

The AIC Code provides a “comply or explain” code of corporate governance designed especially for the needs of investment companies. The AIC published the code of corporate governance and the Company has reviewed its compliance with these standards. The UK Financial Reporting Council (“FRC”) has confirmed that so far as investment companies are concerned it considers that companies which comply with the AIC Code will be treated as meeting their obligations under the UK Corporate Governance Code (“The UK Code”) and Section 9.8.6 of the Listing Rules. The AIC Code is publicly available at: http://www.theaic.co.uk/sites/default/files/hidden-files/AICCodeofCorporateGovernanceJUL16_0.pdf.

The Company does not have employees, hence no whistle-blowing policy is necessary. However, the Directors have satisfied themselves that the Company’s service providers have appropriate whistleblowing policies and procedures and confirmation has been sought from the service providers that nothing has arisen under those policies and procedures which should be brought to the attention of the Board. The UK Code is publicly available at: https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Corporate-Governance-Code-April-2016.pdf.

The Code of Corporate Governance (the “Guernsey Code”) provides a framework that applies to all entities licensed by the Guernsey Financial Services Commission (“GFSC”) or which are registered or authorised as a collective investment scheme. Companies reporting against the UK Code or the AIC Code are deemed to comply with the Guernsey Code. It is the Company’s policy to comply with the AIC Code.

The Board confirms that, throughout the period covered in the financial statements, the Company complied with the Guernsey Code issued by the GFSC, to the extent it was applicable based upon its legal and operating structure and its nature, scale and complexity.

Board Structure

The Board currently consists of five non-executive Directors. As the Chairman of the Board is an independent non-executive, the Board considers it unnecessary to appoint a senior independent Director.

Name	Position	Independent	Date Appointed
Marc Antoine Autheman	Non-Executive Chairman	Yes	21 June 2007
Keith Dorrian	Non-Executive Director	Yes	19 June 2007
Christopher Legge	Non-Executive Director	Yes	19 June 2007
Joshua L Targoff	Non-Executive Director	No	29 May 2009
Claire Whittet	Non-Executive Director	Yes	27 April 2017

One third of the Directors retire by rotation at every Annual General Meeting (“AGM”) with the exception of Joshua Targoff, who as the Chief Operating Officer, General Counsel and Partner of the Investment Manager, is not considered independent and will therefore be subject to annual re-election by Shareholders. All other Directors are considered by the Board to be independent of the Company’s Investment Manager. Christopher Fish retired from the Board at the 2017 AGM, he was succeeded by Claire Whittet on 27 April 2017. Any Directors appointed to the Board since the previous AGM also retire and stand for re-election. The Independent Directors take the lead in any discussions relating to the appointment or re-appointment of directors. The Independent Directors consider it important that the Board includes a representative of the Investment Manager.

The Board meets at least four times a year and in addition there is regular contact between the Board, the Investment Manager and Northern Trust International Fund Administration Services (Guernsey) Limited (the “Administrator”), and the Board requires to be supplied in a timely manner with information by the Investment Manager, the Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited (the “Company Secretary”) and other advisors in a form and of a quality appropriate to enable it to discharge its duties. The Board, excluding Mr. Targoff, regularly reviews the performance of the Investment Manager and the Master Fund to ensure that performance is satisfactory and in accordance with the terms and conditions of the relative appointments and Prospectus. It carries this review out through consideration of a number of objective and subjective criteria and through a review of the terms and conditions of the advisors’ appointment with the aim of evaluating performance,

identifying any weaknesses and ensuring value for money for the Company’s Shareholders.

New Directors will receive an induction from the Investment Manager on joining the Board, and all Directors undertake relevant training as necessary.

The Company has no executive directors or employees. All matters, including strategy, investment and dividend policies, gearing and corporate governance procedures are reserved for approval by the Board of Directors. The Board receives full information on the Company’s investment performance, assets, liabilities and other relevant information in advance of Board meetings.

Board Tenure and Succession planning

The Board notes the AIC Code and UK Code suggest it would be good practice for all Directors to be offered for re-election at regular intervals subject to continued satisfactory performance. In accordance with the Company’s articles of incorporation, at least one third of the Independent Directors and Mr. Targoff (treated for the purposes of the AIC Code as a Non-Independent Director) will retire at each Annual General Meeting (Principle 3 - AIC Code). The Company considers that putting forward all Independent Directors for re-election more frequently would not be in the best interests of Shareholders.

The Board believes that benefits to Shareholders arise from the Directors’ long-term knowledge and experience of the Company and its management including their ongoing ability to independently review the performance of the Investment Manager.

The majority of the Board have been in office since the company was incorporated in 2007 and have served longer than nine years. The Board however, takes the view that independence is not necessarily compromised by the length of tenure on the Board and experience can add significantly to the Board’s strength.

The Directors undertake an annual evaluation of the Board’s performance and continuing independence and during this evaluation (which includes a review of the diversity of experience within the Board to ensure that it remains appropriate) all Directors are asked to confirm their future intentions. At the recent review Mr. Fish indicated his intention to retire from the Board at the 2017 AGM. The Board has robust procedures for the identification of prospective Non-Executive Director candidates, and as part of the election process, due regard is paid to the recommendations for board diversity, however, ability and experience will be the prime considerations. During the last 12 months the Board has sought nominations from the Directors and from other relevant parties. A shortlist of well qualified candidates was produced who were then interviewed by an ad-hoc committee of independent Directors. On 27 April 2017, the Board appointed Ms. Whittet as a successor to Mr. Fish.

Directors’ Biographies

Marc Antoine Autheman

Marc Antoine Autheman, is a resident of France. He has over 39 years of experience in the public and private finance sectors. Mr. Autheman is currently Chairman of Euroclear S.A. and Chairman of Cube Infrastructure Fund. He worked in the French Treasury for ten years from 1978 to 1988, prior to joining the Minister of Finance’s private office, Minister Beregovoy, as advisor for monetary and financial affairs between 1988 and 1993. From 1993 to 1997, he worked as Executive Director for France for the International Monetary Fund and the World Bank and chaired the audit committee of the World Bank during this time. From 1997 to 2004, he worked in a number of roles at Credit Agricole S.A. (“CASA”), mainly as CEO of Credit Agricole Indosuez. He holds Master’s degrees in Law and Economics from the University of Paris.

Keith Dorrian

Keith Dorrian, is a Guernsey resident and has over 44 years’ experience in the offshore finance industry. Joining Manufacturers Hanover in 1973 he moved to First National Bank of Chicago in 1984 where he was appointed Vice President and Company Secretary. In 1989 he joined ANZ Bank (Guernsey) where, as a Director of the Bank and Fund Management company, he was closely involved in the banking and fund management services of the Group. He took up the position of Manager Corporate Clients in Bank of Bermuda Guernsey in 2000 and was appointed local Head of Global Fund Services and Managing Director of the Guernsey Bank’s Fund Administration company Management International (Guernsey) Limited in Guernsey in 2001, retiring on 31 December 2003. He is currently a member of the Guernsey Investment Fund Association, the Institute of Financial Services, the Institute of Directors and is a Director of a number of funds and fund management companies and holds the Institute of Directors Diploma in Company Direction. Mr. Dorrian was elected a Fellow of the Institute of Directors.

Christopher Fish (retired 21 June 2017)

Christopher Fish, is Guernsey resident and is a director of a UK listed fund as well as three Guernsey based financial companies. During the past 43 years he has held executive positions as a director of the Royal Bank of Canada (Channel Islands) Limited and as the Americas Offshore Head of Coutts where he was responsible for the Bahamas, Bermuda, Cayman and Uruguay offices. In 1997 he was appointed the Senior Client Partner for Coutts Offshore before taking up the position of Managing Director of Close International Private Banking in 1999 from where he retired in 2005.

Christopher Legge

Christopher Legge, is a Guernsey resident and worked for Ernst & Young in Guernsey from 1983 to 2003. Having joined the firm as an audit manager in 1983, he was appointed a partner in 1986 and managing partner in 1998. From 1990 to 1998, he was head of Audit and Accountancy and was responsible for the audits of a number of insurance, banking, investment fund and financial services clients. He also had responsibility for the firm’s training, quality control and compliance functions. He was appointed managing partner of Ernst & Young for the Channel Islands region in 2000. Since his retirement from Ernst & Young in 2003, Mr. Legge has held a number of non-executive directorships in the financial sector. He is an FCA and holds a BA (Hons) in Economics from the University of Manchester.

Joshua L. Targoff

Joshua L. Targoff has been the Chief Operating Officer of the Investment Manager since May 2009. He joined as General Counsel in May 2008. Previously, Mr. Targoff was the General Counsel of the Investment Banking Division of Jefferies & Co. Mr. Targoff spent seven years doing M & A transactional work at Debevoise & Plimpton LLP. Mr. Targoff graduated with a J.D. from Yale Law School, and holds a B.A. from Brown University. In 2012, Mr. Targoff was made a Partner of the Investment Manager.

Claire Whittet (appointed 27 April 2017)

Claire Whittet is a Guernsey resident and has 40 years’ experience in the banking industry. After gaining an MA in Geography from Edinburgh University, she joined the Bank of Scotland where she remained until moving to Guernsey in 1996. In the intervening period she was involved in a wide variety of credit transactions including commercial and corporate finance. She joined Bank of Bermuda in Guernsey becoming Global Head of Private Client Credit and moved to Rothschild Bank International as Director of Lending in 2003. She was latterly Co-Head and Managing Director and since May 2016 has been a Non-Executive Director of the bank. She is a Non-Executive Director of 5 other listed funds, is a Member of the Chartered Institute of Bankers in Scotland, the Insurance Institute and holds the Institute of Directors Diploma in Company Direction.

Meeting Attendance Records

The table below lists Directors’ attendance at meetings for the period ended 30 June 2017.

	Scheduled Board Meetings Attended	Audit Committee Meetings Attended
	(max 2)	(max 1)
Marc Antoine Autheman	2 of 2	1 of 1
Christopher Legge	2 of 2	1 of 1
Keith Dorrian	2 of 2	1 of 1
Christopher Fish 1	2 of 2	1 of 1
Joshua L. Targoff 2,3	2 of 2	N/A
Claire Whittet 4	1 of1	0 of 0

¹Mr. Fish resigned from the Board of Directors on 21 June 2017.

²Mr. Targoff is not a member of the Audit Committee.

³Mr. Targoff does not attend Meetings as a director where recommendations from the Investment Manager are under consideration.

⁴Ms. Whittet was appointed to the Board of Directors on 27 April 2017.

Committees of the Board

The AIC Code requires the Company to appoint nomination, remuneration and management engagement committees. The Board has not deemed this necessary as, being comprised wholly of non-executive Directors, the whole Board considers these matters.

Following the “Women on Boards” review conducted by Lord Davies’ of Abersoch in February 2011, the Board has examined Lord Davies’ recommendations and noted that it was consistently reviewing its policy and future appointments to the Board would continue to be based on the individual’s skills and experience regardless of gender.

Investment Manager

The Investment Manager has wide experience in managing and administering fund vehicles and has access to extensive investment management resources. The Board considers that the continued appointment of the Investment Manager on the terms agreed would be in the interests of the Company’s Shareholders as a whole.

Audit Committee

The Company’s Audit Committee conducts formal meetings at least three times a year for the purpose, amongst others, of considering the appointment, independence, effectiveness of the audit and remuneration of the auditors and to review and recommend the annual statutory accounts and interim report to the Board of Directors.

Directors’ Duties and Responsibilities

The Directors have adopted a set of Reserved Powers, which establish the key purpose of the Board and detail its major duties. These duties cover the following areas of responsibility:

· Statutory obligations and public disclosure;

· Strategic matters and financial reporting;

· Board composition and accountability to Shareholders;

· Risk assessment and management, including reporting, compliance, monitoring, governance and control; and

· Other matters having material effects on the Company.

These Reserved Powers of the Board have been adopted by the Directors to clearly demonstrate the seriousness with which the Board takes its fiduciary responsibilities and as an ongoing means of measuring and monitoring the effectiveness of its actions.

The Directors are responsible for the overall management and direction of the affairs of the Company. The Company has no Executive Directors or employees. The Company invests all of its assets in shares of the Master Fund and Third Point LLC acts as Investment Manager to the Master Fund and is responsible for the discretionary investment management of the Master Fund’s investment portfolio under the terms of the Master Fund Prospectus.

Northern Trust International Fund Administration Services (Guernsey) Limited (“NT”) acts as Administrator and Company Secretary and is responsible to the Board under the terms of the Administration Agreement. The Administrator is also responsible to the Board for ensuring compliance with the Rules and Regulations of The Companies (Guernsey) Law, London Stock Exchange listing requirements and observation of the Reserved Powers of the Board and in this respect the Board receives detailed quarterly reports.

The Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are followed and that it complies with applicable rules and regulations of The Companies (Guernsey) Law, the GFSC and the London Stock Exchange. Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties. The Company maintains appropriate Directors’ and Officers’ liability insurance in respect of legal action against its Directors on an ongoing basis and the Company has maintained appropriate Directors’ Liability Insurance cover throughout the period.

The Board is also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 monitors the action of the Investment Manager and Master Fund at regular Board meetings. The Board has also delegated administration and company secretarial services to 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 ensures 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. Particular attention has been given to the effectiveness of controls to monitor liquidity risk, asset values, counterparty exposure and credit availability.

• The Board clearly define the duties and responsibilities of their 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.

• 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, the likelihood of costs being incurred and costs of control. It follows therefore that the systems of internal control can only provide reasonable but not absolute assurance against the risk of material misstatement or loss.

Board Performance

The Board and Audit Committee undertake a formal annual evaluation of their own performance and that of their committees and individual Directors. In order to review their effectiveness, the Board and Audit Committee carry out a process of formal self-appraisal. The Directors and Committee consider how the Board and Audit Committee functions as a whole and also review the individual performance of its members. This process is conducted by the respective Chairman reviewing individually with each of the Directors and members of the Committee their performance, contribution and commitment to the Company. The performance of the Chairman is evaluated by the other independent Directors.

Management of Principal Risks and Uncertainties

As noted in the Statement of Directors’ Responsibilities in respect of the Unaudited Condensed Interim Financial Statements, the Directors are required to provide a description of the principal risks and uncertainties facing the Company. The Directors have considered the risks and uncertainties facing the Company and have prepared and review regularly a risk matrix which documents the significant risks faced by the Company.

This process has been in place for the period under review and up to the date of approval of this Interim Report and Unaudited Financial Statements and is reviewed by the Board and is in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.

This document considers the following information:

• Identifying and reporting changes in the risk environment;

• Identifying and reporting changes in the operational controls;

• Identifying and reporting on the effectiveness of controls and remediation of errors arising; and

• Reviewing the risks faced by the Company and the controls in place to address those risks.

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 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.

Further discussion on Internal Control is documented in the Directors’ Report under “Internal Control and Financial Reporting”.

The main risks and uncertainties that the Directors consider to apply to the Company are as follows:

• Underlying investment performance of the Master Fund. To mitigate this risk the Directors receive regular updates from the Investment Manager on the performance of the Master Fund. The Board reviews quarterly performance updates on the Master Fund and has access to the Investment Manager on any potential question raised;

• Concentration of Investor Base. The Directors receive quarterly investor reports from Jefferies International Limited (“Corporate Broker”) and there is regular communication between the Directors and Broker to identify potential significant changes in the shareholder base;

• Discount/Premium to the NAV. The Investment Manager, Corporate Broker and, when considered necessary, the Board of Directors, maintain regular contact with the significant Shareholders in the Company. As part of the ongoing process to seek to narrow the discount to NAV per Share at which the Shares are traded, the Directors introduced an annual dividend policy and a share repurchase programme which is outlined in Note 6. Under the dividend policy it was anticipated that the Company would pay a cash dividend between 4% and 5% of the NAV to the extent that the positive NAV performance of the Company would support such a dividend and absent other, exigent circumstances relating to the Investment Manager and/or otherwise. An annual distribution equivalent to 4% of the NAV of the Company was declared on 10 January 2017 in respect of the year ended 31 December 2016 amounting to $35,416,482 (30 June 2016: $Nil) and paid on 14 February 2017. The Board monitors the discount/premium to the NAV on a regular basis and continually maintains regular contact with significant Shareholders and the Investment Manager when necessary.

• Performance of the Investment Manager. The Directors review the performance of the Investment Manager on an annual basis and Board representatives conduct annual visits to the Investment Manager;

• Failure of appointed service providers to the Company. The Directors conduct a formal review of each service provider annually in addition to receiving regular updates from each service provider and ensuring that there is ongoing communication between the Board and the various service providers to the Company;

• Financial Risk. The Board employs independent administrators to prepare the Financial Statements of the Company and meets with the independent auditors at least twice a year to discuss all financial matters including the appropriateness of the accounting policies.

• Liquidity Risk. Shares of the Master Fund may be redeemed quarterly on 60 days’ prior written notice or at other times with the consent of the Master Fund’s Board of Directors in order to pay Company expenses. The majority of the investments held by the Master Fund are held in cash and securities with quoted prices available in active markets/exchanges.

The Directors acknowledge the two year notice period of the Investment Manager serving notice under the Management Agreement. To mitigate against this risk, the Directors meet regularly with the Investment Manager to review the Company’s performance, and closely monitor the relationship with the Investment Manager. The Directors confirm their belief that the Company will remain viable for the period to 31 December 2019.

Going Concern

During the first six months of 2017, the Directors have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The Directors believe that the Company is well placed to manage its business risks successfully, having taken into account the current economic outlook.

The Directors, having considered the above risks and reviewed ongoing budgeted expenses, have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due.

After making enquiries and given the nature of the Company and its investment, the Directors are satisfied that it is appropriate to continue to adopt the going concern basis in preparing these Unaudited Interim Condensed Financial Statements. The Master Fund Shares are liquid and can be converted to cash to meet liabilities as they fall due. After due consideration, the Directors consider that the Company is able to continue for the foreseeable future.

Significant Events During The Period

On 10 January 2017, an annual distribution was declared equivalent to 4% of the NAV of the Company in respect of the year to 31 December 2016, amounting to $0.71 per USD Share and £0.67 per GBP Share (31 December 2015: $Nil) and paid on 14 February 2017.

Relations with Shareholders

The Board welcomes Shareholders’ views and places great importance on communication with its Shareholders. The Board receives regular reports on the views of shareholders and the Chairman and other Directors are available to meet shareholders if required. Shareholders who wish to communicate with the Board should, in the first instance contact the Administrator, whose contact details can be found on the Company’s website. The Annual General Meeting of the Company provides a forum for shareholders to meet and discuss issues with the Directors of the Company. The tenth Annual General Meeting was held on 21 June 2017 with all proposed resolutions being passed by the Shareholders.

Foreign Account Tax Compliance Act and International Tax Reporting

The Foreign Account Tax Compliance Act (“FATCA”) legislation is aimed at determining the ownership of US assets in foreign accounts and improving US tax compliance with respect to those assets. On 13 December 2013, The States of Guernsey signed an intergovernmental agreement (“IGA”) with US Treasury in order to facilitate the requirements under FATCA. The US-Guernsey IGA came into effect on 30 June 2014. In accordance with FATCA, the Company has registered with the US Internal Revenue Services (“IRS”) as a Guernsey reporting Foreign Financial Institution (“FFI”) and has received a Global Intermediary Identification Number (“GIIN”) which can be found on the IRS FFI list.

The Common Reporting Standard (“CRS”) is a global standard for the automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development (“OECD”), which has been adopted by Guernsey and which came into effect on 1 January 2016. The CRS replaced the intergovernmental agreement between the UK and Guernsey to improve international tax compliance that had previously applied in respect of 2014 and 2015. This standard has been adopted by the Company.

Significant Shareholdings

As at 14 August 2017, the Company have been notified that the following had significant shareholdings in excess of 5% in the Company:

	Total Shares Held	% Holdings in Class
Significant Shareholders

US Dollar Shares
Goldman Sachs Securities (Nominees) Limited	10,039,355	21.16
Vidacos Nominees Limited	5,879,753	12.39
Vidacos Nominees Limited	2,546,036	5.37
Lynchwood Nominees Limited	2,406,466	5.07

Sterling Shares
Vidacos Nominees Limited	272,090	13.18
Nortrust Nominees Limited	201,598	9.77
Alliance Trust Savings Nominee Limited	163,522	7.92
BNY (OCS) Nominees Limited	116,024	5.62

The Directors confirm to the best of their knowledge:-

• these Unaudited Condensed Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and have been properly prepared in all material aspects;

• these Unaudited Condensed Interim Financial Statements include information detailed in the Directors’ Report, the Investment Manager’s Review and Notes to the Unaudited Condensed Interim Financial Statements, which 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 2017 and their impact on these Unaudited Condensed Interim Report and 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 2017 and that have materially affected the financial position or the performance of the Company during the six month period ended 30 June 2017 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 2017.

Signed on behalf of the Board by:

Marc Antoine Autheman

Keith Dorrian

24 August 2017

Disclosure of Directorships in Public Listed Companies

The following summarises the Directors’ directorships in public companies:

Company Name Exchange

Christopher Legge

Ashmore Global Opportunities Limited London

John Laing Environmental Assets Group Limited London

Sherborne Investors (Guernsey) B Limited London

Sherborne Investors (Guernsey) C Limited London

TwentyFour Select Monthly Income Fund Limited London

Keith Dorrian

AB Alternative Strategies PCC Limited Channel Islands

AB International Fund PCC Limited Channel Islands

DW Catalyst Fund Limited London

IIAB PCC Limited Channel Islands

MasterCapital Fund Limited Ireland

Christopher Fish

Boussard & Gavaudan Holding Limited Euronext and London

Claire Whittet

BH Macro Limited Bermuda, London and Dubai

Eurocastle Investment Limited Euronext

International Public Partners Limited London

Riverstone Energy Limited London

TwentyFour Select Monthly Income Fund Limited London

Statement of Directors’ Responsibilities in Respect of the Financial Statements

The Directors are responsible for preparing the Unaudited Condensed Interim Financial Statements in accordance with applicable Guernsey Law and generally accepted accounting principles. Guernsey Company Law requires the Directors to prepare Financial Statements for each financial period which give a true and fair view of the state of affairs of the Company and of the net income or expense of the Company for that period.

In preparing these Unaudited Condensed Interim Financial Statements the Directors should:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether the applicable accounting standards have been followed subject to any material departures disclosed and explained in the Unaudited Condensed Interim Financial Statements; and

• prepare the Unaudited Condensed Interim Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

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:

Signed on behalf of the Board by:

Marc Antoine Autheman

Keith Dorrian

24 August 2017

Investment Manager’s Review

Performance Summary

USD Class			% Change1
Share price
Net asset value per share


GBP Class			% Change
Share price
Net asset value per share

¹ Calculation includes dividends paid during the period ended 30 June 2017.

Strategy Performance

For the six months ended 30 June 2017, the net asset value per share increased by 11.0% and 10.7% in the U.S. Dollar and Sterling share classes, respectively.

During the first half of 2017, market dynamics shifted as expectations of significant changes in U.S. trade and tax policy were reduced. Global economic growth coupled with volatility created by several large political and macroeconomic events created a favorable investment environment for the Investment Manager. Accordingly, the portfolio benefited from the addition of several compelling new core positions at attractive valuations. The Investment Manager balanced long exposure driven by conviction in top equity positions with several market and macroeconomic hedges to protect against possible future market volatility.

Profits in the Investment Manager’s equity portfolio were partially offset by modest negative returns in credit. Within equities, outperformance from several large global investments was compounded by a lack of significant detractors for the year to date. The portfolio maintains minimal credit exposure relative to recent years and therefore was not significantly impacted by broader movement in credit markets.

Risk Outlook

During the second half of the year, the Investment Manager will closely monitor news from central banks globally and will adjust exposures as deemed appropriate. The Manager remains positive on the portfolio’s well-balanced equity portfolio with a global mix of event driven situations, higher-multiple defensive companies, and activist opportunities.

At 30 June 2017, exposure in the Investment Manager’s portfolio across four funds and three managed accounts was as follows¹.:

		Long		Short	Net
Equities	88.9%		(25.8%)		63.1%
Credit	15.3%		(5.5%)		9.8%
Macro & Other	13.1%		(1.8%)		11.3%

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 of the fund.

¹ Relates to the Third Point Offshore Master Fund L.P.

Independent Review Report

Third Point Offshore Investors Limited

Introduction

We have been engaged by Third Point Offshore Investors Limited (the “Company”) to review the Unaudited Condensed Interim Financial Statements in the Unaudited Condensed Interim Report for the six months ended 30 June 2017 which comprise the Statements of Assets and Liabilities, Unaudited Statements of Operations, Statements of Changes in Net Assets, Unaudited Statements of Cash Flows and the related notes 1 to 13. We have read the other information contained in the Unaudited Condensed Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the Unaudited Condensed Interim Financial Statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements (UK and Ireland) 2410 (“ISRE 2410”) “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board. 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.

Directors’ Responsibilities

The Unaudited Condensed Interim Report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Unaudited Condensed Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority. As disclosed in note 3, the Unaudited Condensed Interim Financial Statements of the Company are prepared in accordance with accounting principles generally accepted in the United States.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the Unaudited Condensed Interim Financial Statements in the Unaudited Condensed Interim Report based on our review.

Scope of Review

We conducted our review in accordance with ISRE 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. 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 Ireland) 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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the Unaudited Condensed Interim Financial Statements in the Unaudited Condensed Interim Report for the six months ended 30 June 2017 are not prepared, in all material respects, in accordance with accounting principles generally accepted in the United States and the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

Ernst & Young LLP

Guernsey, Channel Islands

24 August 2017

1. The maintenance and integrity of the Third Point Offshore Investors Limited web site is the responsibility of the directors; the work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.

2. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statements of Assets and Liabilities

	Unaudited	Audited
*(Stated in United States Dollars)*	As at 30 June 2017 US$	As at 31 December 2016 US$
Assets
Investment in Third Point Offshore Fund Ltd at fair value (Cost:US$435,544,917, 31 December 2016: US$451,424,093)	943,102,821	879,180,943
Cash	86,631	88,845
Redemption receivable	96,500	132,000
Other assets	33,498	16,782
Total assets	943,319,450	879,418,570

Liabilities
Accrued expenses and other liabilities	210,367	118,217
Directors’ fees payable (Note 5)	64,550	70,549
Administration fee payable (Note 4)	46,612	43,858
Total liabilities	321,529	232,624
Net assets	942,997,921	879,185,946
Number of Ordinary Shares in issue (Note 6)
US Dollar Shares	47,462,941	47,500,847
Sterling Shares	2,045,060	2,014,842
Net asset value per Ordinary Share (Notes 8 and 11)
US Dollar Shares	$18.86	$17.63
Sterling Shares	£17.97	£16.84
Number of Ordinary B Shares in issue (Note 6)
US Dollar Shares	31,641,982	31,667,254
Sterling Shares	1,363,387	1,343,242

The financial statements were approved by the Board of Directors on 24 August 2017 and signed on its behalf by:

Marc Antoine Autheman

Chairman

Keith Dorrian

Director

See accompanying notes and attached Unaudited Condensed Interim Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.

Unaudited Statements of Operations

(*Stated in United States Dollars)*	For the period ended 30 June 2017 US$	For the period ended 30 June 2016 US$
Realised and unrealised gain from investment transactions allocated from Master Fund
Net realised gain from securities, derivative contracts and foreign currency translations	74,423,891	19,693,645
Net change in unrealised gain/(loss) on securities, derivative contracts and foreign currency translations	50,463,072	(10,687,482)
Net (loss)/gain from currencies allocated from Master Fund	(1,315,958)	258,871
Total net realised and unrealised gain from investment transactions allocated from Master Fund	123,571,005	9,265,034
Net investment income / (loss) allocated from Master Fund
Interest income	10,043,554	10,423,583
Dividends, net of withholding taxes of US$971,371 (30 June 2016: US$970,471)	3,112,860	2,818,524
Other income	119,989	19,295
Stock borrow fees	(40,746)	(291,786)
Incentive allocation (Note 2)	(24,372,622)	(1,494,578)
Investment Management fee	(9,076,488)	(8,188,108)
Dividends on securities sold, not yet purchased	(654,400)	(367,296)
Interest expense	(596,215)	(1,605,424)
Other expenses	(2,283,059)	(1,340,783)
Total net investment loss allocated from Master Fund	(23,747,127)	(26,573)
Company expenses
Administration fee (Note 4)	(86,185)	(80,019)
Directors’ fees (Note 5)	(122,758)	(119,735)
Other fees	(338,338)	(395,791)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited (Note 4)	(48,140)	(41,290)
Total Company expenses	(595,421)	(636,835)
Net loss	(24,342,548)	(663,408)
Net increase in net assets resulting from operations	99,228,457	8,601,626

See accompanying notes and attached Unaudited Condensed Interim Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.

Statements of Changes in Net Assets

	Unaudited		Audited
*(Stated in United States Dollars)*		For the period ended 30 June 2017 US$		For the year ended 31 December 2016 US$
Increase in net assets resulting from operations
Net realised gain from securities, commodities, derivative contracts and foreign currency translations allocated from Master Fund		74,423,891		18,699,871
Net change in unrealised gain on securities, derivative contracts and foreign currency translations allocated from Master Fund		50,463,072		29,019,101
Net (loss)/gain from currencies allocated from Master Fund		(1,315,958)		879,489
Total net investment loss allocated from Master Fund		(23,747,127)		(4,137,136)
Total Company expenses		(595,421)		(1,186,124)
Net increase in net assets resulting from operations		99,228,457		43,275,201
Decrease in net assets resulting from capital share transactions
Dividend Distribution		(35,416,482)
Net assets at the beginning of the period		879,185,946		835,910,745
Net assets at the end of the period		942,997,921		879,185,946

See accompanying notes and attached Unaudited Condensed Interim Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.

Unaudited Statements of Cash Flows

*(Stated in United States Dollars)*	For the period ended 30 June 2017 US$	For the period ended 30 June 2016 US$
Cash flows from operating activities
Operating expenses paid	(227,404)	(398,484)
Directors’ fees paid	(128,759)	(127,565)
Administration fee paid	(83,431)	(77,764)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited¹	(48,140)	(41,290)
Redemption from Master Fund	35,902,002	620,200
Cash outflow from operating activities	35,414,268	(24,903)
Cash flows from financing activities
Dividend distribution	(35,416,482)	–
Net increase/(decrease) in cash	(2,214)	(24,903)
Cash at the beginning of the period	88,845	99,015
Cash at the end of the period	86,631	74,112

¹Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited consists of Director Fees, Audit Fee and General Expenses

See accompanying notes and attached Unaudited Condensed Interim Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore Master Fund L.P.

Notes to the Unaudited Condensed Interim Financial Statements

For the period ended 30 June 2017

1. The Company

Third Point Offshore 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.

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) in Class E 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 using an event driven, bottom-up, fundamental approach to evaluate various types of securities throughout companies’ capital structures. 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 Partnership invests all of its investable assets in a corresponding open-end investment company having the same investment objective

as the Master Partnership.

The Master Fund is a limited partner of 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.

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 Report and Financial Statements.

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 27 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.

The Company does not pay the Investment Manager for its services as the Investment Manager is paid a management fee of 2 per cent per annum of the Company’s share of the Master Fund’s net asset value (the “NAV”) and a general partner incentive allocation of 20 per cent 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. If a particular series invested in the Master Fund depreciates during any fiscal year and during subsequent years there is a profit attributable to such series, the series must recover an amount equal to 2.5 times the amount of depreciation in the prior years before the Investment Manager is entitled to the Full Incentive Fee. Until this occurs, the series will be subject to a reduced incentive fee equal to half of the Full Incentive Fee. The Company was allocated US$24,372,622 (30 June 2016: US$1,494,578) of incentive fees for the period ended 30 June 2017.

3. Significant Accounting Policies

Basis of Presentation

The Unaudited Condensed Interim Financial Statements do not include all the information and disclosures contained in the Annual Financial Statements and should be read in conjunction with the Company’s Annual Financial Statements as at 31 December 2016.

These Unaudited Condensed Interim 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.

Management has 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 Statements of Assets and Liabilities comprises cash at bank and on hand. Usually this is short term cash that settles between 0-3 months.

Valuation of Investments

The Company records its investment in the Master Fund at fair value. Fair values are generally determined utilising the net asset value (“NAV”) provided by, or on behalf of, the underlying Investment Managers of each 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. For further information refer to the Master Partnership’s Unaudited Condensed Interim Financial Statements.

The valuation of securities held by the Master Partnership, which the Master Fund directly invests in, is discussed in the notes to the Master Partnership’s Unaudited Condensed Interim Financial Statement. The net asset value of the Company’s investment in the Master Fund reflects its fair value. At 30 June 2017, the Company’s US Dollar and Sterling shares represented 12.81% and 0.68% (31 December 2016: 12.26% and 0.61%) respectively of the Master Fund’s net asset value.

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 estimates in respect of amounts that are material to 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 translation gains and losses are included in the Unaudited Statement of Operations.

Recent accounting pronouncements

In May 2015, the FASB issued 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. This guidance is effective for annual reporting periods, including interim periods, beginning after 15 December 2016. The Master Partnership has adopted ASU 2015-07 and accordingly has not levelled applicable positions.

In January 2016, the FASB issued Accounting Standards Update No. 2016-01 (ASU 2016-01) “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. ASU 2016-01 is effective for annual reporting periods, and interim periods within those years beginning after 15 December 2017. We do not expect that this standard will have a material effect on our financial statements.

4. 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 Fund 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$86,185 with US$46,612 outstanding (30 June 2016: US$80,019 with US$43,149 outstanding).

Related Party

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 expenses paid by the Company on behalf of Voteco during the period is outlined in the Unaudited Statement of Operations and amounted to US$48,140 with $25,258 outstanding (30 June 2016: US$41,290 with $24,243 outstanding).

5. Directors’ Fees

The Chairman is entitled to a fee of £63,000 per annum. All other independent Directors are entitled to receive £38,000 per annum with the exception of Mr. Legge who receives £46,000 per annum as the audit committee chairman. Mr. Targoff has waived his fees. The Directors are also entitled to be reimbursed for expenses properly incurred in the performance of their duties as Director. The Directors’ fees during the period amounted to US$122,758 (30 June 2016: US$119,735) with US$64,550outstanding (31 December 2016: US$70,549). As at 30 June 2017 Directors’ Fee’s accrued by the Company amounted to $64,548 (31 December 2016: $54,368).

6. Share 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. The Shares may be divided into at least two classes denominated in US Dollar and Sterling.

The Company has issued approximately 40 per cent of the aggregate voting rights of the Company to VoteCo in the form of B Shares. The B Shares are unlisted and except for an entitlement to receive a fixed annual dividend at a rate of 0.0000001 pence (Sterling) do not carry any other economic interests and at all times will represent approximately 40 per cent of the aggregate issued capital of the Company. The Articles of Incorporation provide that the ratio of issued US Dollar B Shares to Sterling B Shares shall at all times approximate as closely as possible the ratio of issued US Dollar Shares to Sterling Shares in the Company.

`	US Dollar Shares	Sterling Shares
Number of Ordinary Shares
Shares issued 1 January 2017	47,500,847	2,014,842
Shares Converted
Total shares transferred to share class during the period	54,477	76,153
Total shares transferred out of share class during the period	(92,383)	(45,935)
Shares in issue at end of period	47,462,941	2,045,060
	US Dollar Shares	Sterling Shares
Share Capital Account
Share capital account at 1 January 2017	366,489,735	36,253,516
Shares Converted
Total share value transferred to share class during the period	975,446	1,673,302
Total share value transferred out of share class during the period	(1,673,302)	(975,446)
Share capital account at end of period	365,791,879	36,951,372
	US Dollar Shares	Sterling Shares
Number of Ordinary B Shares
Shares in issue as at 1 January 2017	31,667,254	1,343,242
Shares Converted
Total shares transferred to share class during the period	36,317	50,769
Total shares transferred out of share class during the period	(61,589)	(30,624)
Shares in issue at end of period	31,641,982	1,363,387

In respect of each class of Shares a separate class account has been established in the books of the Company. An amount equal to the aggregate proceeds of issue of each Share Class has been credited to the relevant class account. Any increase or decrease in the NAV of the Master Fund, as calculated by the Master Fund, is allocated to the relevant class account in the Company according to the number of shares held by each class.

Each class account is allocated those costs, expenses, losses, dividends, profits, gains and income which the Directors determine in their sole discretion relate to a particular class. Expenses which relate to the Company as whole rather than specific classes are allocated to each class in the proportion that its NAV bears to the Company as a whole.

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 US Dollar Share or US Dollar B Share held, and two votes in respect of each Sterling Share or Sterling B Share held. Fluctuations in currency rates will not affect the relative voting rights applicable to the Shares and B Shares. In addition all of the Company’s Shareholders have the right to vote on all material changes to the Company’s investment policy.

Repurchase of Shares and Discount Control

The Directors of the Company were granted authority to purchase in the market up to 14.99 per cent of each class of Shares in issue at the Annual General Meeting on 21 June 2017, and they intend to seek annual renewal of this authority from Shareholders. The Directors propose to utilise this share repurchase authority to address any imbalance between the supply of and demand for shares. Pursuant to the Director’s share repurchase authority, the Company, through the Master Fund, commenced a share repurchase program in December 2007. The Shares are being held by the Master Partnership. The Master Partnership’s gains or losses and implied financing costs related to the shares purchased through the share purchase programme are entirely allocated to the Company’s investment in the Master Fund. The Master Partnership has an ownership of 11.88% of the USD shares outstanding at 30 June 2017 (31 December 2016: 11.87%). In addition, the Company, the Master Fund, the Investment Manager and its affiliates have the ability to purchase Shares in the after-market at any time the Shares trade at a discount to NAV.

At 30 June 2017 and 31 December 2016 the Master Partnership held the following Shares in the Company in the after-market:

30 June 2017	Currency	Number of Shares	Cost	Average Cost per Share
US Dollar Shares	USD	5,879,753	US$65,025,532	US$11.06

	Currency	Number of Shares	Cost	Average Cost per Share
US Dollar Shares	USD	5,879,753	US$65,025,532	US$11.06

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.

Share Conversion Scheme

The Company’s Articles incorporate provisions to enable Shareholders of any one Class of Ordinary Shares to convert all or part of their holding into any other Currency Class of Ordinary Share on a monthly basis on the following terms:

(1) the right of conversion is exercisable by the said holder giving to the Company or its authorised agent at least 10 business days’ notice;

(2) the notice shall specify the number and Currency Class to be converted from and the Currency Class of Ordinary Shares into which they are to be converted.

(3) the notice shall be submitted either through submission of the relevant instruction mechanism or through the return of the relevant Ordinary Share Certificate.

Upon conversion a corresponding number of B Shares will be converted in a similar manner.

If the aggregate NAV of any Currency Class at any month-end falls below the equivalent of US$50 million, the Shares of that Class may be converted compulsorily into Shares of the Currency Class with the greatest aggregate value in US Dollar terms at the time. Each conversion will be based on NAV (Note 8) of the share classes to be converted. At this time the Board has no intention to compulsorily convert the Sterling Shares into US Dollar Shares.

7. Taxation

The Fund is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989.

8. 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 of each class is calculated by dividing the NAV of the relevant class account by the number of Ordinary Shares of the relevant class in issue on that day.

9. Related Party Transactions

At 30 June 2017 other investment funds owned by or affiliated with the Investment Manager owned 5,630,444 (31 December 2016: 5,630,444) US Dollar Shares in the Company. Refer to note 4 and note 5 for additional related party transactions disclosures.

10. Significant Events

11. Financial Highlights

The following tables include selected data for a single Ordinary Share of each of the Ordinary Share classes in issue at the period end and other performance information derived from the Unaudited Condensed Interim Financial Statements.

	US Dollar Shares 30 June 2017 US$	Sterling Shares 30 June 2017 £
Per Share Operating Performance
Net Asset Value beginning of the period	17.63	16.84
Income from Operations
Net realised and unrealised loss from investment transactions allocated from Master Fund¹	2.43	2.24
Net loss	(0.49)	(0.44)
Total Return from Operations	1.94	1.80
Dividend Distribution	(0.71)	(0.67)
Net Asset Value, end of the period	18.86	17.97
Total return before incentive fee allocated from Master Fund	13.77%	13.44%
Incentive allocation from Master Fund	(2.77%)	(2.75%)
Total return after incentive fee allocated from Master Fund	11.00%	10.69%

Total return from operations reflects the net return for an investment made at the beginning of the period and is calculated as the change in the NAV per Ordinary Share during the period ended 30 June 2017 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 2016 US$	Sterling Shares 30 June 2016 £
Per Share Operating Performance
Net Asset Value beginning of the period	16.62	15.95
Income from Operations
Net realised and unrealised loss from investment transactions allocated from Master Fund¹	0.27	0.23
Net loss	(0.01)	(0.01)
Total Return from Operations	0.26	0.22
Net Asset Value, end of the period	16.88	16.17
Total return before incentive fee allocated from Master Fund	1.74%	1.54%
Incentive allocation from Master Fund	(0.18%)	(0.16%)
Total return after incentive fee allocated from Master Fund	1.56%	1.38%

Footnote:

¹Includes foreign currency translation of profit/(loss) with respect to Sterling share class.

Total return from operations reflects the net return for an investment made at the beginning of the period and is calculated as the change in the NAV per Ordinary Share during the period ended 30 June 2016 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 2017 US$	Sterling Shares 30 June 2017 £
Supplemental data
Net Asset Value, end of the period	895,178,265	36,741,959
Average Net Asset Value, for the period²	860,571,104	34,914,549
Ratio to average net assets
Operating expenses³	(1.46%)	(1.46%)
Incentive fee allocated from Master Fund	(2.70%)	(2.61%)
Total operating expense³	(4.16%)	(4.07%)
Net loss	(2.69%)	(2.61%)

	US Dollar Shares 30 June 2016 US$	Sterling Shares 30 June 2016 £
Supplemental data
Net Asset Value, end of the period	807,208,261	28,164,673
Average Net Asset Value, for the period²	781,429,994	28,621,062
Ratio to average net assets
Operating expenses³	(1.51%)	(1.57%)
Incentive fee allocated from Master Fund	(0.18%)	(0.17%)
Total operating expense³	(1.69%)	(1.74%)
Net loss	(0.08%)	(0.06%)

Footnote:

²Average Net Asset Value for the period is calculated based on published monthly estimates of NAV.

³Operating expenses are Company expenses together with operating expenses allocated from the Master Fund.

12. Ongoing Charge Calculation

Ongoing charges for the period / year ended 30 June 2017 and 31 December 2016 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 the period / year ended 30 June 2017 and 31 December 2016 excluding performance fees and including performance fees are based on Company expenses and allocated Master Fund expenses outlined below.

*(excluding performance fees)*	30 June 2017	31 December 2016
US Dollar Shares	2.67%	2.30%
Sterling Shares	2.65%	2.32%
*(including performance fees)⁴*	30 June 2017	31 December 2016
US Dollar Shares	8.11%	3.05%
Sterling Shares	7.92%	2.95%

Footnote:

⁴Performance fees have been annualised in accordance with AIC guidance; however they may fluctuate significantly over the remainder of the year in line with the Company’s performance.

13. Subsequent Events

There were no events subsequent to the period-end which, in the opinion of the Directors, may have an impact on the Unaudited Condensed Interim Financial Statements for the period ended 30 June 2017.

Management and Administration

Directors Christopher Legge*

Marc Antoine Autheman (Chairman)* PO Box 255, Trafalgar Court, Les Banques,

PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey,

St Peter Port, Guernsey, Channel Islands, GY1 3QL.

Channel Islands, GY1 3QL.

Keith Dorrian* Joshua L Targoff

PO Box 255, Trafalgar Court, Les Banques, PO Box 255, Trafalgar Court, Les Banques,

St Peter Port, Guernsey, St Peter Port, Guernsey,

Channel Islands, GY1 3QL. Channel Islands, GY1 3QL.

Christopher Fish*¹ Claire Whittet*²

PO Box 255, Trafalgar Court, Les Banques, PO Box 255, Trafalgar Court, Les Banques,

St Peter Port, Guernsey, St Peter Port, Guernsey,

Channel Islands, GY1 3QL. Channel Islands, GY1 3QL.

* These Directors are independent.

¹ Retired 21 June 2017.

² Appointed 27 April 2017.

Investment Manager Registered Office

Third Point LLC PO Box 255, Trafalgar Court, Les Banques,

18th Floor, 390 Park Avenue, St Peter Port, Guernsey,

New York, NY 10022, Channel Islands, GY1 3QL.

United States of America.

Auditors Administrator and Secretary

Ernst & Young LLP Northern Trust International Fund

PO Box 9, Royal Chambers Administration Services (Guernsey) Limited,

St Julian’s Avenue, PO Box 255, Trafalgar Court, Les Banques,

St Peter Port, Guernsey, St Peter Port, Guernsey,

Channel Islands, GY1 4AF. Channel Islands, GY1 3QL.

Legal Advisors (UK Law) Legal Advisors (Guernsey Law)

Herbert Smith Freehills LLP Mourant Ozannes

Exchange House, Primrose Street, PO Box 186, Le Marchant Street,

London, EC2A 2HS, St Peter Port, Guernsey,

United Kingdom. Channel Islands, GY1 4HP.

Legal Advisors (US Law) Receiving Agent

Cravath, Swaine & Moore, LLP Capita Registrars

825 Eighth Avenue, Worldwide Plaza, The Registry,

New York, NY 10019-7475, 34 Beckenham Road,

United States of America. Beckenham, Kent BR3 4TU,

United Kingdom.

Registrar and CREST Service Provider Corporate Broker

Capita Registrars (Guernsey) Limited Jefferies International Limited

2nd Floor, No.1 Le Truchot, Vintners Place,

St Peter Port, Guernsey, 68 Upper Thames Street,

Channel Islands, GY1 1WO. London EC4V 3BJ,

United Kingdom.

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