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Third Point Investors Interim Report & Unaudited Financial Statements

13/09/2021 7:00am

UK Regulatory (RNS & others)


 
TIDMTPOU TIDMTPOS 
 
Third Point Investors Limited (the "Company") 
 
 INTERIM REPORT & UNAUDITED FINANCIAL STATEMENTS FOR THE PERIODED 30 JUNE 
                                     2021 
 
Chairman's Statement 
 
Dear Shareholder, 
 
The Company's net asset value (NAV) per share rose strongly by 16.5% over the 
period, outpacing both the S&P 500 and the MSCI World Index, which climbed 
15.2% and 13.3%, respectively. The share price increased by 27.4%, capturing 
both the rise in NAV and a narrowing of the discount over the period, from 
19.0% to 11.5%. These returns were generated against a backdrop of global 
economic strength, driven by tailwinds from post-pandemic re-openings and 
buoyed by loose monetary conditions and fiscal support. 
 
Within the portfolio, each asset class contributed to returns. Public equity 
holdings ended the period with a net long position of approximately 84% of 
Master Fund NAV. Consistent with the Company's mandate, this allocation 
consists of both long and short equities running the gamut from 
'constructivist' positions such as Prudential PLC or Intel, through long-term, 
quality growth holdings, to former venture capital holdings that are newly 
publicly-listed. Two of these latter types of investment were the biggest 
contributors to returns for the six-month period. Upstart Holdings, which 
operates a rapidly growing online lending platform, was both the largest 
position in the portfolio at the end of the period and the largest positive 
contributor. Upstart went public in December 2020 and the share price has risen 
by more than 500% since then, contributing 7.8% to Master Fund returns during 
the period. Similarly, SentinelOne, which offers AI-enabled solutions to 
protect clients from cyber-attacks, had been in the private equity book since 
2015 and completed a successful IPO on June 30, 2021. It generated a 
contribution of 5.3% during the period. 
 
We believe these companies to be strong examples of the abundant latent value 
in the Company's private equity positions and a strong endorsement of the 
Manager's long-term track record in this area. It is notable that these private 
equity positions, which as a result of recent public listings in aggregate now 
account for 4% of NAV, contributed just over 3% to overall return. Today, much 
of the value creation in certain companies is earned while a company is still 
private and, recognizing this, the Manager has continued to invest time and 
resources into this area. As further evidence that the lines between 
traditional public and private investing are blurring, there is more interest 
in late stage venture investments overall, which has helped to fuel the use of 
Special Purpose Acquisition Companies (SPAC's) to bring these assets to market. 
The Manager has shown expertise in navigating the increasingly volatile SPAC 
market and made several successful investments in the area over the past year. 
One recent example is its participation in the de-SPAC PIPE to bring retail 
social trading platform eToro public in March of this year. 
 
The credit book, which represented just under 30% of NAV, generated a steady 
return over the period, contributing over 4% to returns. Credit exposure is 
diversified amongst investment grade securities, high yield and distressed 
positions, as well as significant holdings in asset backed securities. Often, 
credit holdings complement equity positions as the Manager looks to invest 
across the capital structure of a company. In the current portfolio, these 
positions include Upstart and Pacific Gas & Electric. This type of investing 
leverages the benefits of the broader team's investment insight and can change 
the risk profile of exposure through a single asset class. 
 
Since 2019, the Board has sought to address the level of discount to NAV at 
which the Company's shares trade. After announcing and implementing a 
significant buyback in September 2019, we met with as many shareholders as we 
could identify to understand their views on the programme's progress. As a 
result of that review, we announced a series of further expansive measures at 
the beginning of April. These can be summarised as follows; 
 
.              The introduction of a discount control mechanism that will set a 
long-term target discount level of no more than 7.5% and strategically continue 
the Company's buy-back programme to move the discount towards this target; 
 
.              An implementation of two tender offers for 25% of NAV, at a 
discount of only 2% to NAV, if in the six-month periods ending 31 March 2024 
and 31 March 2027, the average discounts to NAV at which the Ordinary Shares 
have traded is more than 10% and 7.5%, respectively; 
 
.              Recognizing the significant opportunity set in private markets 
and the Investment Manager's successful track record identifying innovative 
unlisted businesses, the Company will elect to receive an increased allocation 
to venture capital and private equity investment opportunities in the Master 
Fund of up to 20% of NAV; 
 
.              The Intention to employ gearing using a revolving credit 
facility not exceeding 15% of NAV which is intended to facilitate an ability to 
increase exposure at times of increased opportunity. On 1st September, we 
announced that a facility of $150 million had been agreed. This capital will be 
deployed over the next quarter, and the Investment Manager has agreed that no 
additional fee will be payable on this facility; and 
 
.              In addition, the Board and the Investment Manager are creating 
an exchange mechanism, pursuant to which qualified investors will be permitted 
to convert shares of the Company for up to an aggregate of $50 million of 
interests in the Master Fund. On 1st September, we announced the Board also 
intends to seek shareholder approval for the exchange facility to be offered 
again in 2022. 
 
This ongoing programme of measures is designed to provide a path to a 
consistently narrower discount over time, with the Company continuing to 
provide liquidity should the discount fail to narrow. 
 
Since these steps were announced, the discount has fallen from 19.0% and has 
traded over the past month in a range of 13.4% to 17.3%. Although this 
represents progress, we have made it clear that we expect the discount to 
narrow further and will keep under review the parameters on which the discount 
control programme operates. We are committed to achieving a narrower discount 
for the benefit of all shareholders. 
 
As is typically the case, shareholders have varying views and it is the Board's 
obligation to manage the affairs of the Company in the interests of all 
shareholders. Subsequent to the 30th June, the Board has received two separate 
requests from the same group of shareholders representing 10% of the voting 
rights to hold a general meeting at which a vote would be held to allow short 
term liquidity at close to NAV. The Board sought legal advice on these requests 
and as a result declined to hold the votes on the grounds that, if passed, they 
would be ineffective in directing board decisions. We disagree with the view 
that the broader group of shareholders' interests would be served by pursuing 
such a course which would likely result in the rapid demise of the Company as a 
whole. 
 
The Board believes that the Company provides a unique product in the closed-end 
fund market allowing investors to access a compelling strategy with a 
multi-decade track record of generating superior risk-adjusted returns. Our 
recent actions are designed to capitalise on the Company's investment 
strengths, with a strong commitment to materially reduce the discount to NAV 
over a clearly defined timescale. 
 
Given the good progress that has already been made in narrowing the discount 
and the outstanding level of returns generated in both the NAV and share price, 
we are optimistic that the Company can meet and exceed investors' expectations 
in the future. 
 
Looking ahead at the investment prospects, it is notable that the degree of 
focus which followed Daniel Loeb assuming the role as lead manager for the 
investment strategy has benefited shareholders. The Manager continues to look 
for, and find, opportunities across a range of asset classes and we are 
confident that its many strategies will allow us to generate superior 
risk-adjusted returns going forward. 
 
Steve Bates 
 
10 September 2021 
 
Strategic Report 
 
The Directors submit their Interim Report, together with the Company's 
Statement of Assets and Liabilities, Statement of Operations, Statement of 
Changes in Net Assets, Statement of Cash Flows and the related notes for the 
period ended 30 June 2021 ("Unaudited Condensed Interim Financial Statements"). 
These Unaudited Condensed Interim Financial Statements have been properly 
prepared, in accordance with applicable Guernsey law and accounting principles 
generally accepted in the United States of America, and are in agreement with 
the accounting records. 
 
The Company 
 
Third Point Investors Limited (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 ("LSE") on 23 July 2007. The proceeds from the initial issue of shares 
on listing amounted to approximately US$523 million. The Company was admitted 
to the Premium Official List Segment ("Premium Listing") of the LSE on 10 
September 2018. 
 
The shares of the Company are quoted on the LSE in two currencies, US dollars 
and Pounds Sterling. 
 
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", "Manager", or "Firm") through 
investment of all of its capital (net of short term working capital 
requirements) in 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 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 investing capital in 
securities and other instruments in select asset classes, sectors, and 
geographies, by taking long and short positions. The Investment Manager's 
implementation of the Master Fund and Master Partnership's investment policies 
is the main driver of the Company's performance. 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 Financial Statements, but do not form 
part of them. 
 
The Investment Manager identifies opportunities by combining a fundamental 
approach to single security analysis with a reasoned view on global, political 
and economic events that shapes portfolio construction and drives risk 
management. 
 
The Investment Manager seeks to take advantage of market and economic 
dislocations and supplements its analysis with considerations of managing 
overall exposures across specific asset classes, sectors, and geographies by 
evaluating sizing, concentration, risk, and beta, among other factors. The 
resulting portfolio expresses the Investment Manager's best ideas for 
generating alpha and its tolerance for risk given global market conditions. The 
Investment Manager is opportunistic and often seeks a catalyst that will unlock 
value or alter the lens through which the broad market values a particular 
investment. The Investment Manager applies aspects of this framework to its 
decision-making process, and this approach informs the timing of each 
investment and its associated risk. 
 
During the period, the Company had substantially all of its holding in the 
Master Fund in share class N. This share class attracted a management fee of 
1.50% and the Company also qualified for an additional reduction in the 
management fee based on its size and longevity as an investor in the Master 
Fund. As a result, the Company has paid a management fee of 1.25% per annum in 
share class N. 
 
The Class N share class is subject to a 25% quarterly investor level redemption 
gate. 
 
In connection with taking out the loan facility announced on 1 April, on 1 
September, the Company exchanged its holding in Class N for an equivalent 
holding in Class Y which offers principally the same terms as Class N save for 
increased liquidity if there is an event of default under the terms of the loan 
agreement. 
 
Any Ordinary Shares bought for the Company's account (e.g. as part of the 
buyback programme) traded mid-month will be purchased and held by the Master 
Partnership until the Company is able to cancel the shares following each 
month-end. Shares cannot be cancelled intra-month because of legal and 
logistical factors. The Company and the Master Partnership do not intend to 
hold any shares longer than the minimum required to comply with these factors, 
expected to be no more than one month. 
 
Results and Dividends 
 
The results for the period are set out in the Statement of Operations. As 
announced on 1 March 2018, the Board, after consultation with major 
Shareholders, resolved that the Company would stop paying dividends. 
 
As an alternative means of capital return, on 26 September 2019, the Board 
announced the implementation of a share buyback programme worth $200 million, 
with share purchases being made through the market at prices below the 
prevailing NAV per share. The scale of the buyback is an attempt to demonstrate 
to the shareholders of the Company and to the market, that the Company is 
serious about reducing the discount and the Company's returns will be bolstered 
by the accretion to NAV from buybacks. In the period 1st January to 30th June 
2021, the total number of shares bought back was 2,203,268, with an approximate 
value of $52.9 million. The average discount at which purchases were made was 
16.2%. The buybacks effected during the period led to an accretion to NAV per 
share of 33 cents. 
 
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 (NAV); 
 
.              Discount to the NAV; 
 
.              Share price; and 
 
.              Ongoing charges. 
 
Third Point Environmental, Social and Governance ("ESG") Policies 
 
The Board has reviewed the ESG policies of the Investment Manager and has 
adopted them for the Company. These are consistent with its thoughts about the 
community - inside and outside Third Point - its business, and its investment 
process. Since 2020, Third Point has begun to incorporate ESG evaluation into 
much of its deployed capital. The Manager's process is designed to broadly 
identify ESG issues - both those that may create value and those likely to 
destroy it - and, when appropriate, to engage company management in discussion 
about these topics. These standards are maintained through a five-step process 
- from pre-investment checklist to post-investment tracking - overseen by the 
Head of ESG Engagement, who stays abreast of developments and engages with the 
Head of Markets and the investment team on ESG issues. Further, the Manager 
endeavours to continually improve and expand its own commitment to ESG. Below 
are some of the highlights of the internal ESG activities and initiatives that 
have been undertaken by the Investment Manager; 
 
Environmental initiatives 
 
LEED-Gold Facilities: Third Point's offices are located at 55 Hudson Yards, 
which is part of the first neighbourhood in Manhattan to receive the LEED-Gold 
certification, awarded by the United States Green Building Council for its 
green infrastructure, public transportation linkages, and pedestrian-friendly 
community design. The neighbourhood operates on a first-of-its-kind microgrid 
with two cogeneration plants that saves 25,000 MT of CO2e greenhouse gases 
(equal to the annual emissions of 5,100 cars) from being emitted annually. 
 
Third Point's reuse and recycling practices focus on recycling plastics and 
paper; reducing container waste; and promoting food sustainability. 
 
Social Initiatives 
 
The Board and the Manager believe engaged human capital management is essential 
for an asset manager, as trained employees increasingly drive value in the 
data-driven economy. Third Point is an Equal Opportunity Employer and has 
adopted fair chance hiring practices. They are committed to the benefits of a 
diverse workforce in perspective and background. Third Point believes in 
life-long learning and encourages workforce development. Third Point believes 
that employees should build sustainable financial futures through their 
employment at the firm. 
 
Through the "Third Point Gives" programme, the Manager offers its employees 
multiple opportunities to come together for service and financial contribution 
to the community. 
 
Governance Initiatives 
 
The Manager strongly encourages good governance practice at all its investee 
businesses. Each of Third Point's fund structures has an independent Board or 
Unaffiliated Consultation Committee. Four of the five members of the Board of 
the Company are independent of the Manager. 
 
Going Concern 
 
The Master Fund Shares are liquid and can be converted to cash to meet 
liabilities as they fall due. Although these shares are subject to a 25% 
quarterly investor level redemption gate, the Board considers this to be 
sufficient for normal requirements. After due consideration, and having made 
due enquiry, given the nature of the company and its investments, the Directors 
are satisfied that it is appropriate to continue to adopt the going concern 
basis in preparing these Unaudited Condensed Interim Financial Statements. 
 
Signed on behalf of the Board by: 
 
Steve Bates 
Chairman 
 
Huw Evans 
Director 
 
10 September 2021 
 
Directors' Report 
 
Directors 
 
The Directors of the Company during the period and to the date of this report 
are as listed on these 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. 
 
Steve & Sarah Bates held 6,123 shares as at 30 June 2021. 
 
Rupert and his wife Rosemary Dorey held 25,000 shares between them as at 30 
June 2021. 
 
Claire Whittet and her husband Martin Whittet, held 2,500 shares as at 30 June 
2021 through their joint Retirement Annuity Trust Scheme (RATS). 
 
Huw Evans held 5,000 shares as at 30 June 2021. 
 
Corporate Governance 
 
The Board is guided by the principles and recommendations of the Association of 
Investment Companies Code of Corporate Governance ("AIC Code"). The AIC Code 
addresses all the principles set out in the UK Corporate Governance Code (the 
"UK Code"), as well as setting out additional principles and recommendations on 
issues that are of specific relevance to investment companies. The UK Financial 
Reporting Council ("FRC") has confirmed that investment companies which comply 
with the AIC Code will be treated as meeting their obligations under the UK 
Code and Section 9.8.10R(2) of the Listing Rules. The Board is reporting under 
the 2019 AIC Code for the current period. 
 
The Board has determined that reporting against the principles and 
recommendations of the AIC Code will provide appropriate information to 
Shareholders. The Company has complied with all the recommendations of the AIC 
Code and the relevant provisions of the UK Code, except as set out below. 
 
The UK Code includes provisions relating to: 
 
.              the role of the chief executive; 
 
.              executive Directors' remuneration; and 
 
.              the need for an internal audit function. 
 
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 Company does not have employees, hence no whistle-blowing policy is 
necessary. However, the Board, through the Management Engagement Committee 
("MEC"), has satisfied itself 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. 
Furthermore, the MEC, on an annual basis, ensures that service providers have 
appropriate anti money laundering, disaster recovery and risk monitoring 
policies in place. 
 
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. 
 
The Board confirms that, throughout the period covered in the Unaudited 
Condensed Interim Financial Statements, the Company complied with the Guernsey 
Code, to the extent it was applicable based upon its legal and operating 
structure and its nature, scale and complexity. 
 
The UK code is available on the FRC website www.frc.uk and the AIC code on the 
AIC website www.theaic.co.uk. 
 
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 
 
Steve Bates               Non-Executive            Yes        5 February 2019 
                          Chairman 
 
Rupert Dorey              Non-Executive            Yes        5 February 2019 
                          Director 
 
Huw Evans                 Non-Executive            Yes         21 August 2019 
                          Director 
 
Christopher Legge1        Non-Executive            Yes           19 June 2007 
                          Director 
 
Joshua L Targoff          Non-Executive             No            29 May 2009 
                          Director 
 
Claire Whittet            Non-Executive            Yes          27 April 2017 
                          Director 
 
Mr. Targoff, the Chief Operating Officer, General Counsel and Partner of the 
Investment Manager, is not considered independent of the Company's Investment 
Manager. All other Directors are considered by the Board to be independent. 
 
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 "Corporate Secretary"). The Board requires to be supplied 
in a timely manner with information by the Investment Manager, the 
Administrator, and the Corporate 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 out this review 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. 
 
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 
 
As required by the AIC Code, every Director is subject to annual re-election by 
the Shareholders. Any Directors appointed to the Board since the previous AGM 
also retire and stand for election. The Independent Directors take the lead in 
any discussions relating to the appointment or re-appointment of directors, 
initially through the Nomination and Remuneration Committee and, when 
recruiting new directors, may use an independent recruitment firm. 
 
New Directors receive an induction from the Investment Manager on joining the 
Board, and all Directors undertake relevant training as necessary. 
 
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 is consistently reviewing its policy, and future appointments to the 
Board will continue to be based on the individual's skills and experience 
regardless of gender. 
 
Directors' Biographies 
 
Steve Bates 
 
Mr. Bates has over 40 years' experience in the investment industry. He began 
his career in 1980 with James Capel & Co. as an analyst covering US markets. 
From 1984 to 2003, he worked for JP Morgan and its predecessor Flemings where 
he was responsible for establishing and managing a range of Emerging Markets 
businesses and investment activities across regions. Since then, Mr. Bates has 
been Chief Investment Officer for GuardCap Asset Management Limited and its 
predecessor company. He is currently Chairman of both VinaCapital Vietnam 
Opportunities Fund and JP Morgan Elect Plc, and is a Non- Executive Director of 
Biotech Growth Trust, both of which are listed on the London Stock Exchange. 
Mr. Bates holds a law degree from Cambridge University and is a CFA 
charterholder. 
 
Rupert Dorey 
 
Mr. Dorey has over 35 years of experience in financial markets. Mr. Dorey was 
at CSFB for 17 years from 1988 to 2005 where he specialised in credit related 
products, including derivative instruments where his expertise was principally 
in the areas of debt distribution, origination and trading, covering all types 
of debt from investment grade to high yield and distressed debt. He held a 
number of positions at CSFB, including establishing CSFB's high yield debt 
distribution business in Europe, fixed income credit product coordinator for 
European offices and head of UK Credit and Rates Sales. Since 2005 he has been 
acting in a Non-Executive Directorship capacity for a number of Hedge Funds, 
Private Equity & Infrastructure Funds, for both listed and unlisted vehicles. 
He is former President of the Guernsey Chamber of Commerce and is a member of 
the Institute of Directors. Rupert has extensive experience as both Director 
and Chairman of exchange listed and unlisted funds, chairing nine of the funds, 
seven of which have been listed and 2 of which were FTSE 250 companies. He has 
served on boards with 18 different managers, including Apollo, Aviva, M&G, 
Partners Group, Cinven, CQS, Neuberger Berman and Harbourvest. 
 
Huw Evans 
 
Huw Evans is Guernsey resident and qualified as a Chartered Accountant with 
KPMG (then Peat Marwick Mitchell) in 1983. He subsequently worked for three 
years in the Corporate Finance department of Schroders before joining Phoenix 
Securities Limited in 1986. Over the next twelve years he advised a wide range 
of companies in financial services and other sectors on mergers and 
acquisitions and more general corporate strategy. Since moving to Guernsey in 
2005, he has acted as a professional non-executive Director of a number of 
Guernsey-based companies and funds. He holds an MA in Biochemistry from 
Cambridge University. 
 
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 
 
Claire Whittet is a Guernsey resident and has over 40 years' experience in the 
banking industry. After gaining an MA in Geography from Edinburgh University, 
she joined the Bank of Scotland 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 
& Co Bank International Ltd as Director of Lending in 2003 and was latterly 
Co-Head and Managing Director until 2016 when she became a Non- Executive 
Director. She is a Non-Executive Director of a number of listed and unlisted 
funds, is a Chartered Banker and a Member of the Chartered Institute of Bankers 
in Scotland, the Insurance Institute and holds the Institute of Directors 
Diploma in Company Direction. 
 
Cross Directorships 
 
Mr. Bates and Mr. Evans are also both Directors of another listed Fund 
(VinaCapital Vietnam Opportunity Fund Limited). The Board does not believe that 
these cross directorships have created any conflict or have affected the 
independence of the respective Directors. 
 
A number of the directors are also Non-Executive Directors of other listed 
funds. The Board notes that none of these funds are trading companies and 
confirms that all Non-Executive Directors of the Company have sufficient time 
and commitment (as evidenced by their attendance and participation at meetings) 
to devote to this Company. 
 
Meeting Attendance Records 
 
The table below lists Directors' attendance at meetings during the period. 
 
Name                      Scheduled Board Meetings   Audit Committee Meetings 
                                  Attended (max 2)           Attended (max 1) 
 
Steve Bates1                                2 of 2                        N/A 
 
Rupert Dorey                                2 of 2                     1 of 1 
 
Huw Evans                                   2 of 2                     1 of 1 
 
Joshua L Targoff1,2                         2 of 2                        N/A 
 
Claire Whittet                              2 of 2                     1 of 1 
 
1 Mr. Bates and Mr. Targoff are not members of the Audit Committee. 
 
2 Mr. Targoff does not attend Meetings as a Director where recommendations from 
the Investment Manager are under consideration. 
 
Committees of the Board 
 
The AIC Code requires the Company to appoint Nomination, Remuneration and 
Management Engagement Committees and the independent directors of the Board act 
as these committees. The Nomination and Remuneration Committee considers the 
composition of and recruitment to the Board, taking into account market 
practice, peer group statistics and the requirements of the role when 
determining remuneration levels of the Directors. 
 
The function of the Management Engagement Committee is to ensure that the 
Company's management agreement is competitive and reasonable for the 
Shareholders, along with the Company's agreements with all other third party 
service providers (other than the external auditors). 
 
The Committee also reviews annually the performance of the Investment Manager 
with a view to determining whether to recommend to the Board that the 
Investment Manager's mandate be renewed, subject to the specific notice period 
requirement of the agreement. The other third party service providers are also 
reviewed on an annual basis. 
 
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 is 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. Its functions include monitoring the Company's internal control and risk 
management systems, oversight of the relationship with the External Auditor, 
including consideration of the appointment, independence, effectiveness of the 
audit, and remuneration of the auditors, and to review and recommend the Annual 
Report and audited financial statements, and the Interim Report and unaudited 
condensed interim financial statements 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 allow the Directors to discharge their 
fiduciary responsibilities and provide a set of parameters for measuring and 
monitoring the effectiveness of their 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 monitoring 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 defines the duties and responsibilities of its 
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. 
 
Board Performance 
 
The Board and Committees undertake formal annual evaluations of their own 
performance and that of the individual Directors. 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. In line with provision 6.2.14 of the AIC Code, the performance of the 
Chairman is evaluated annually by the other independent Directors. An external 
evaluation of the Board's performance was carried out by Lintstock Limited in 
February 2021. Linstock did not raise any issues of significance. 
 
Management of Principal Risks and Uncertainties 
 
In considering the risks and uncertainties facing the Company, the Board 
reviews regularly a matrix which documents the principal and emerging risks. 
 
This discipline is in accordance with the Guidance on Risk Management, Internal 
Control and Related Financial and Business Reporting, published by the FRC and 
has been in place for the period under review and up to the date of approval of 
the Unaudited Condensed Interim Financial Statements. 
 
The risk matrix 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 under "Internal Control 
and Financial Reporting" set out above. 
 
The principal risks and uncertainties that the Directors consider to apply to 
the Company during the first six months of the financial year 2021 and for the 
remaining six months of the year are as follows: 
 
.              Discount to the NAV. The Board monitors the discount to the NAV 
and maintains regular contact with the Investment Manager. In addition, the 
Investment Manager, Corporate Broker and, when considered necessary, the Board 
of Directors, maintain regular contact with the significant Shareholders in the 
Company. The Board made updates in September 2019 to the Company's share 
repurchase programme whereby a programme was put in place to buy back up to 
$200 million worth of its stock over a three-year period with the intention of 
narrowing the discount. On April 1 2021, the Board announced further measures 
relating to the discount control; 
 
.              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; 
 
.              Shareholder relations. The Board monitors key shareholder 
reports provided by the Corporate Broker at each Board Meeting. The Manager 
prepares monthly updates on behalf of the Master Fund and maintains the Company 
website. The Board receives quarterly reports from the Corporate Broker and the 
Manager on the major shareholdings. Members of the Board, along with the 
Manager, keep in touch with the Corporate Broker and the market to identify 
significant actual or prospective changes in the shareholder register. The 
Board has maintained a policy of active engagement with shareholders over the 
period; 
 
.              Concentration of the Investor Base. The Directors receive 
quarterly investor reports from the Corporate Broker and there is regular 
communication between the Directors and the Corporate Broker to identify any 
significant changes in the Shareholder base; 
 
.              Personnel (Underperformance or loss of key personnel). The 
Company and service providers have appropriate personnel to meet their 
operational and control requirements and exposure to individuals is minimised. 
The key service providers are of a size and reputation that dependence on key 
individuals is low. The key risk for the Company is with the Manager, where 
Daniel Loeb is the key decision maker. If at any time Mr. Loeb is no longer 
actively engaged in formulating the investment philosophy of the Investment 
Manager, whether by death, disability, ceasing to directly or indirectly 
control the Investment Manager, or otherwise (a "Key Person Event"), the Fund 
will promptly notify all Shareholders. Within 30 days following the Key Person 
Event, the Board, after consultation with the Investment Manager, will 
determine a date on which Shareholders may redeem their Shares as of a month 
end not earlier than 60 days, nor later than 120 days, following the Key Person 
Event. 
 
.              Performance of the Investment Manager. Through the Management 
Engagement Committee, the Directors review the performance of the Investment 
Manager on an annual basis and, prior to the imposition of COVID travel 
restrictions, Board representatives conduct annual visits to the Investment 
Manager, the most recent being in March 2020. The Board intends to resume these 
visits when travel restrictions are lifted; 
 
.              Failure of appointed service providers to the Company. Through 
the Management Engagement Committee, 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 Class N shares 
which invest in cash and securities the majority of which have quoted prices 
available in active markets/exchanges. The Class N shares have a 25% quarterly 
investor redemption gate. On 1 September, the Company exchanged its holding in 
Class N for an equivalent holding in Class Y which offers principally the same 
terms as Class N save for increased liquidity if there is an event of default 
under the terms of the loan agreement; and 
 
.              Cyber Security Risk. The Company is exposed to risk arising from 
any cyber-attack on its service providers. The Company requests confirmation 
from its service providers that they have appropriate safeguards in place to 
mitigate the risk of cyber-attacks (including minimising the adverse 
consequences arising from any such attack), that they provide regular updates 
to the Board on cyber security, and conduct ongoing monitoring of industry 
developments in this area. 
 
It is expected that the principal risks and uncertainties listed above will 
apply to the Company for a minimum of the next six months. 
 
COVID-19 assessment 
 
COVID-19 has had a significant impact on many businesses. The Directors believe 
the risk associated with the impact of COVID-19 on the Company is mitigated in 
the following ways: 
 
.              Business Operations - the Board has inquired, and is satisfied, 
that the Company's service providers have had robust processes in place in 
order to continue to provide the required level of services to the Company, and 
to maintain compliance with laws and regulations, in the face of the challenges 
arising as a result of COVID-19. There have been no operational difficulties 
encountered or disruption in services to date. 
 
.              Liquidity Risk - the Company's main source of cash is via 
redemptions from the Master Fund. As of June 30, 2021, 65% of the Master 
Partnership's gross assets were invested in liquid securities (defined as Level 
1 positions) and cash and so it is well positioned to pay redemptions as 
needed. The governing documents of the Master Fund allow for a gate to permit 
only 20% of the Master Fund's Net Asset Value to be redeemed at each quarterly 
redemption date on a pro rata basis. To date, the Master Fund has not seen any 
significant redemptions which would cause the Directors of the Company concern 
regarding gating. 
 
Significant Events During The Period 
 
On 1 April 2021, the Directors announced several changes aimed at enhancing the 
strength of the company following a detailed strategic review. These are 
described in the Chairman's Statement and will be implemented over the next six 
years. 
 
In the period to 30 June 2021, 2.2 million shares were repurchased with a value 
of approximately $52.9 million, at a weighted average discount to NAV of 16.2%. 
This had the effect of accreting 33 cents per share to NAV. 
 
There were no other events outside the ordinary course of business which, in 
the opinion of the Directors, may have had an impact on the Unaudited Condensed 
Interim Financial Statements for the period ended 30 June 2021. 
 
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. 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 fourteenth Annual General Meeting was held on 8 July 2021 
with all proposed resolutions being passed by the Shareholders. 
 
Subsequent to the 30th June, the Board has received two separate requests from 
the same group of shareholders representing 10% of the voting rights to hold a 
general meeting at which a vote would be held to allow short term liquidity at 
close to NAV. The Board sought legal advice on these requests and as a result 
declined to hold the votes on the grounds that, if passed, they would be 
ineffective in directing board decisions. 
 
International Tax Reporting 
 
For the purposes of the US Foreign Account Tax Compliance Act, the Company is 
registered with the US Internal Revenue Services ("IRS") as a Guernsey 
reporting Foreign Financial Institution ("FFI"), received a Global Intermediary 
Identification Number and 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 Board has taken the necessary action to ensure that the Company is 
compliant with Guernsey regulations and guidance in this regard. 
 
Criminal Finances Act 2017 
 
In respect of the UK Criminal Finances Act 2017 which introduced a new 
corporate criminal offence ("CCO") of 'failing to take reasonable steps to 
prevent the facilitation of tax evasion', the Board confirms that it is 
committed to zero tolerance towards the criminal facilitation of tax evasion. 
 
The Board also keeps under review developments involving other social, 
environmental and regulatory matters and will report on those to the extent 
they are considered relevant to the Company's operations. 
 
Significant Shareholdings 
 
As at 6 September 2021, the Company had been notified that the following had 
significant shareholdings in excess of 5% in the Company: 
 
                                            Total Shares % Holdings in Class 
                                                    Held 
 
Significant Shareholders 
 
Goldman Sachs Securities (Nominees)            5,272,579              15.93% 
Limited 
 
AVI Global Trust plc                           3,412,359              10.31% 
 
Vidacos Nominees Limited                       2,586,369               7.81% 
 
BBHISL Nominees Limited                        2,272,728               6.87% 
 
Smith & Williamson Nominees Limited            1,822,517               5.51% 
 
Signed on behalf of the Board by: 
 
Steve Bates 
Chairman 
 
Huw Evans 
Director 
 
10 September 2021 
 
Disclosure of Directorships in Public Listed Companies 
 
The following summarises the Directors' directorships in public companies: 
 
Company Name 
                              Exchange 
 
Steve Bates 
 
VinaCapital Vietnam Opportunity Fund Limited                            London 
 
Biotech Growth Trust 
plc                                                              London 
 
JP Morgan Elect plc 
         London 
 
Rupert Dorey 
 
NB Global Monthly Income Fund Limited 
 London 
 
Huw Evans 
 
Standard Life Investments Property Income Trust Limited          London 
 
VinaCapital Vietnam Opportunity Fund Limited                           London 
 
Claire Whittet 
 
BH Macro 
Limited 
London 
 
Eurocastle Investment Limited 
  Euronext 
 
International Public Partners Limited 
London 
 
Riverstone Energy Limited 
    London 
 
TwentyFour Select Monthly Income Fund Limited                     London 
 
Joshua L Targoff 
 
SiriusPoint Limited 
         New York 
 
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 accounting 
principles generally accepted in the United States of America. 
 
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: 
 
.              the Interim Report and 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; 
 
.              the Interim Report and Unaudited Condensed Interim Financial 
Statements provide a fair review of the information required by: 
 
a)            DTR 4.2.7 of the Disclosure Guidance and Transparency Rules 
("DTR"), being an indication of important events that have occurred during the 
first six months of the financial year 2021 and their impact on these Interim 
Report and Unaudited Condensed Interim 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 2021 and that 
have materially affected the financial position or the performance of the 
Company during the six month period ended 30 June 2021 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 2021. 
 
Steve Bates 
Chairman 
 
Huw Evans 
Director 
 
10 September 2021 
 
Investment Manager's Review 
 
Performance Summary1 
 
USD Class                       30 June 2021  31 December 2020       % Return 
 
Share Price                          $ 27.00           $ 21.20          27.4% 
 
Net asset value per share            $ 30.51           $ 26.18          16.5% 
 
Premium/(discount)                   (11.5%)           (19.0%) 
 
1 For the period 1 January 2021 to 30 June 2021. 
 
Strategy Performance 
 
For the six months ended 30 June 2021, the Company's Net Asset Value ("NAV") 
per share increased strongly by 16.5%. The discount at which the Company's 
shares trade to NAV narrowed from 19.0% to 11.5% driving a share price increase 
over the period of 27.4%. 
 
Equity markets generally marched higher during the first half of 2021, buoyed 
by vaccine rollouts, fiscal stimulus and economic reopening, and strong 
corporate earnings. In doing so, the market shrugged off a series of 
convulsions, including interest rate volatility as the U.S. Federal Reserve 
contemplated tapering, the rise of retail "meme stock" campaigns, and a high 
profile family office liquidation that rippled through a handful of highly 
owned hedge fund names. 
 
Amidst this volatility, the diversified and idiosyncratic nature of Third Point 
LLC's (the "Investment Manager," or the "Manager") portfolio came to the 
forefront. Long equity positions contributed 20.4% to return on a gross basis, 
while short equity positions detracted 7.7% for a total of +12.7%. Corporate & 
Sovereign Credit and Structured Credit each added roughly 2.2%, while Private 
Equity positions boosted returns by a further 3.1%. 
 
Within equities, the top three portfolio contributors to performance over the 
period were all long-term private positions whose business models were affirmed 
by public markets over the course of the period. Foremost among these was 
Upstart, an AI-driven lender that uses non-traditional inputs to widen access 
to financial products and bolster loan performance for its bank partners. More 
than five years after the Investment Manager led Upstart's Series C funding 
round, the company went public in December 2020 at an implied valuation of $1.5 
billion. As at 30 June 2021, after a pair of strong initial earnings reports 
showing accelerating revenues, the market capitalization had increased to $9.5 
billion, contributing 7.8% to Master Fund gross return during the period. 
Endpoint cybersecurity company SentinelOne, in which the Manager first invested 
in 2015, followed a similar path: it held a successful public offering on the 
last day of the period at a valuation significantly higher than its last 
funding round, adding 5.3% to gross fund return. Finally, financial services 
platform Social Finance, a later stage private position established in 2015, 
went public through a SPAC during the period and contributed 2.5% to gross 
return. The Company maintains positions in each of these companies, with 
Upstart and SentinelOne now the first and third largest holdings, respectively. 
 
As has often been the case, credit positions also provided important 
risk-adjusted returns. The Corporate & Sovereign Credit portfolio's airline and 
energy names were beneficiaries of global travel coming back online and higher 
commodity prices, while a number of idiosyncratic distressed opportunities in 
the U.S. and Europe also contributed. Within Structured Credit, investor demand 
for senior risk remained strong, helping the Manager's purchase and subsequent 
securitization of residential mortgage, student loan and consumer loan 
collateral pools. 
 
On the negative side of the ledger, positions in Pacific Gas & Electric (-1.3% 
contribution to gross return), Paysafe (-0.6%) and IAA (-0.6%) detracted from 
year-to-date performance. While the appointment of a respected CEO and wildfire 
mitigation efforts helped drive Pacific Gas & Electric stock higher after its 
emergence from bankruptcy in 2020, it has lagged thus far in 2021, due to the 
overall weakness in the utilities sector, political uncertainty in the state of 
California, and heightened concerns about this year's wildfire season. The 
Manager sees regulatory approval for a rate-neutral securitization, balance 
sheet maintenance, and readmittance to the S&P 500 index as catalysts in the 
back half of the year and into 2022. The Manager participated in the de-SPAC 
PIPE to take Paysafe public in 2020, and the deal closed in Q1 2021. While a 
pullback in SPAC-related names has weighed on shares, this specialized payments 
platform focused on the iGaming sector is growing fast despite a significant 
portion of its business being in Europe, where reopening has been slower to 
progress. Finally, IAA, an auto retailer, slumped in the period after 
disclosing share losses from an important insurance partner. The Manager had 
been in the process of reducing the name, and exited in Q2. 
 
As of June 30, 2021, the top five single-issuer positions were Upstart Holdings 
Inc., Prudential PLC, SentinelOne Inc., Pacific Gas & Electric Co., and The 
Walt Disney Co. which together represent 33% of the Master Fund portfolio. 
 
Outlook 
 
As we head into the second half of 2021, the Manager sees the backdrop for risk 
assets as compelling. Financial conditions remain loose, fund flows are 
healthy, the savings rate is high and policy is broadly supportive. Although 
vaccine progress has stalled in certain geographies and concerns are rising 
over risks of the Delta variant slowing recovery, overall rates of protected 
populations are creating reopening tailwinds, especially in service-based 
sectors. 
 
Although we will likely continue to see volatility as the market comes to terms 
with the push and pull of cashed up consumers and the eventual tapering of 
monetary and fiscal support, the Manager believes that idiosyncratic elements 
and a balance of drivers will help it navigate successfully the remainder of 
the year. There is a mix of secular growth companies like Upstart and 
SentinelOne tapping into burgeoning markets, steady compounders like Danaher 
levered to increased healthcare spend, and more value-oriented names with 
defined catalysts like Prudential and Pacific Gas & Electric. Meanwhile, as 
supply chains normalize, some beneficiaries of short-term bottlenecks which are 
currently trading on high multiples and peak earnings should present compelling 
short opportunities. 
 
                                                         Exposure 
 
Portfolio Detail as at 30 June 20211             Long       Short         Net 
 
Equity 
 
Constructivism                                  16.9%      (4.4%)       12.5% 
 
Fundamental & Event                            108.2%     (14.4%)       93.8% 
 
Portfolio Hedges2                                0.0%     (21.9%)     (21.9%) 
 
Total Equity                                   125.0%     (40.6%)       84.4% 
 
Credit 
 
Corporate & Sovereign                           11.5%      (0.1%)       11.4% 
 
Structured                                      17.5%      (0.1%)       17.5% 
 
Total Credit                                    29.0%      (0.1%)       28.9% 
 
Privates                                         4.0%        0.0%        4.0% 
 
Side Pocket Privates                             0.0%        0.0%        0.0% 
 
Other3                                           4.5%        0.0%        4.5% 
 
Total Portfolio                                162.5%     (40.7%)      121.8% 
 
 
 
                                                         Exposure 
 
Equity Portfolio Detail as at 30 June            Long       Short         Net 
2021 
 
Equity Sectors 
 
Consumer Discretionary                          12.1%      (1.9%)       10.1% 
 
Consumer Staples                                 2.0%      (1.6%)        0.5% 
 
Utilities                                        5.9%      (1.9%)        3.9% 
 
Energy                                           4.0%        0.0%        4.0% 
 
Financials                                      37.1%      (3.8%)       33.3% 
 
Healthcare                                      10.1%      (1.2%)        8.9% 
 
Industrials & Materials                         14.1%      (2.4%)       11.7% 
 
Enterprise Technology                           19.8%      (3.2%)       16.7% 
 
Media & Internet                                19.9%      (2.7%)       17.2% 
 
Portfolio Hedges2                                0.0%     (21.9%)     (21.9%) 
 
Total                                          125.0%     (40.6%)       84.4% 
 
1 Unless otherwise stated, information relates to the Third Point Offshore 
Master Fund L.P. Exposures are categorized in a manner consistent with the 
Investment Manager's classifications for portfolio and risk management 
purposes. 
 
2 Primarily broad-based market and equity-based hedges. 
 
3 Includes currency hedges and macro investments. Rates and FX related 
investments are excluded from the exposure figures. 
 
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. 
 
Independent Review Report 
 
to the members of Third Point Investors Limited 
 
Conclusion 
 
We have been engaged by Third Point Investors Limited (the "Company") to review 
the Unaudited Condensed Interim Financial Statements for the six months ended 
30 June 2021 which comprise the Statement of Assets and Liabilities, Statement 
of Operations, Statement of Changes in Net Assets, Statement of Cash Flows and 
the related Notes 1 to 13. We have read the other information contained in the 
Interim Report and considered whether it contains any apparent misstatements or 
material inconsistencies with the information in the Unaudited Condensed 
Interim Financial Statements. 
 
Based on our review, nothing has come to our attention that causes us to 
believe that the Unaudited Condensed Interim Financial Statements for the six 
months ended 30 June 2021 are not prepared, in all material respects, in 
accordance with accounting principles generally accepted in the United States 
of America ("US GAAP") and the Disclosure Guidance and Transparency Rules 
("DTR") of the United Kingdom's Financial Conduct Authority ("FCA"). 
 
Basis for Conclusion 
 
We conducted our review in accordance with International Standard on Review 
Engagements 2410 (UK and Ireland) "Review of Interim Financial Information 
Performed by the Independent Auditor of the Entity" issued by the Auditing 
Practices Board ("ISRE 2410"). 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 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. 
 
As disclosed in Note 3, the Annual Financial Statements of the Company are 
prepared in accordance with accounting principles generally accepted in the 
United States of America ("US GAAP"). The Unaudited Condensed Interim Financial 
Statements have been prepared in accordance with US GAAP. 
 
Responsibilities of the Directors 
 
The Directors are responsible for preparing the Interim Report and Unaudited 
Condensed Interim Financial Statements in accordance with the Disclosure 
Guidance and Transparency Rules of the United Kingdom's Financial Conduct 
Authority. 
 
Auditor's Responsibilities for the review of the financial information 
 
In reviewing the Interim Report and Unaudited Condensed Interim Financial 
Statements, we are responsible for expressing to the Company a conclusion on 
the Unaudited Condensed Interim Financial Statements. Our conclusion, is based 
on procedures that are less extensive than audit procedures, as described in 
the Basis for Conclusion paragraph of this report. 
 
Use of our report 
 
This report is made solely to the Company in accordance with guidance contained 
in International Standard on Review Engagements 2410 (UK and Ireland) "Review 
of Interim Financial Information Performed by the Independent Auditor of the 
Entity" issued by the Auditing Practices Board ("ISRE 2410"). 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. 
 
Ernst & Young LLP 
 
Guernsey, Channel Islands 
 
10 September 2021 
 
1                  The maintenance and integrity of the Company's website is 
the responsibility of the Directors; the work carried out by the auditors does 
not involve consideration of these matters and, accordingly, the auditors 
accept no responsibility for any changes that may have occurred to the 
financial statements since they were initially presented on the website 
 
2                  Legislation in Guernsey governing the preparation and 
dissemination of financial statements may differ from legislation in other 
jurisdictions 
 
Statement of Assets and Liabilities 
 
(Stated in United States Dollars)                      As at           As at 
                                                30 June 2021     31 December 
                                                         US$            2020 
                                                                         US$ 
 
Assets 
 
Investment in Third Point Offshore Fund Ltd    1,020,709,604     934,270,592 
at fair value (Cost: 
US$321,425,088; 31 December 2020: 
US$336,169,626) 
 
Cash and cash equivalents                             64,245          38,891 
 
Due from broker                                       11,765          11,764 
 
Redemption receivable                              5,902,521       5,923,042 
 
Other assets                                          44,002          47,986 
 
Total assets                                   1,026,732,137     940,292,275 
 
 
 
Liabilities 
 
Accrued expenses and other liabilities               592,094         281,734 
 
Administration fee payable (Note 4)                    3,454           3,417 
 
Total liabilities                                    595,548         285,151 
 
Net assets                                     1,026,136,589     940,007,124 
 
 
 
Number of Ordinary Shares in issue (Note 6) 
 
US Dollar Shares                                  33,633,236      35,904,437 
 
 
 
Net asset value per Ordinary Share (Notes 8 
and 11) 
 
US Dollar Shares                                       $30.51          $26.18 
 
 
 
Number of Ordinary B Shares in issue (Note 
6) 
 
US Dollar Shares                                  22,422,157      23,936,291 
 
The financial statements were approved by the Board of Directors on 10 
September 2021 and signed on its behalf by: 
 
Steve Bates 
Chairman 
 
Huw Evans 
Director 
 
See accompanying notes 
 
Statement of Operations 
 
                                                   Unaudited       Unaudited 
 
(Stated in United States Dollars)             For the period  For the period 
                                                       ended           ended 
                                                30 June 2021    30 June 2020 
                                                         US$             US$ 
 
Realised and unrealised gain/(loss) from 
investment transactions allocated from 
Master Fund 
 
Net realised gain on securities, derivative      107,954,499      32,115,339 
contracts and foreign 
currency translations 
 
Net change in unrealised gain/(loss) on           71,816,141    (92,423,723) 
securities, derivative 
contracts and foreign currency translations 
 
Net loss from currencies allocated from            (158,725)       (836,540) 
Master Fund 
 
Total net realised and unrealised gain/          179,611,915    (61,144,924) 
(loss) from investment 
transactions allocated from Master Fund 
 
 
 
Net investment (loss)/gain allocated from 
Master Fund 
 
Interest income                                    8,990,470       6,866,423 
 
Dividends, net of withholding taxes of               975,659       2,108,157 
US$541,431; (30 June 2020: US$950,917) 
 
Other income                                          11,073         381,650 
 
Incentive allocation (Note 2)                   (35,561,433)         (3,584) 
 
Stock borrow fees                                (1,122,648)       (183,250) 
 
Investment Management fee                        (6,163,296)     (4,839,662) 
 
Dividends on securities sold, not yet            (1,615,286)     (1,330,639) 
purchased 
 
Interest expense                                 (1,042,913)     (1,263,745) 
 
Other expenses                                   (1,837,808)       (773,518) 
 
Total net investment (loss)/gain allocated      (37,366,182)         961,832 
from Master Fund 
 
 
 
Company expenses 
 
Administration fee (Note 4)                         (94,282)        (68,485) 
 
Directors' fees (Note 5)                           (143,285)       (149,077) 
 
Other fees                                       (1,105,026)       (412,297) 
 
Expenses paid on behalf of Third Point              (56,433)        (48,763) 
Offshore Independent Voting Company Limited1 
(Note 4) 
 
Total Company expenses                           (1,399,026)       (678,622) 
 
Net (loss)/gain                                 (38,765,208)         283,210 
 
Net increase/(decrease) in net assets            140,846,707    (60,861,714) 
resulting from operations 
 
1 Third Point Offshore Independent Voting Company Limited consists of Director 
Fees, Audit Fee and General Expenses. 
 
See accompanying notes 
 
Statement of Changes in Net Assets 
 
                                                   Unaudited       Unaudited 
 
(Stated in United States Dollars)             For the period  For the period 
                                                       ended           ended 
                                                30 June 2021    30 June 2020 
                                                         US$             US$ 
 
Increase/(decrease) in net assets resulting 
from operations 
 
Net realised gain from securities,               107,954,499      32,115,339 
commodities, derivative contracts and 
foreign currency translations allocated from 
Master Fund 
 
Net change in unrealised gain/(loss) on           71,816,141    (92,423,723) 
securities, derivative contracts and foreign 
currency translations allocated from Master 
Fund 
 
Net loss from currencies allocated from            (158,725)       (836,540) 
Master Fund 
 
Total net investment (loss)/gain allocated      (37,366,182)         961,832 
from Master Fund 
 
Total Company expenses                           (1,399,026)       (678,622) 
 
Net increase/(decrease) in net assets            140,846,707    (60,861,714) 
resulting from operations 
 
 
 
Increase in net assets resulting from 
capital share transactions 
 
Share redemptions                               (54,717,242)    (19,382,062) 
 
Net assets at the beginning of the period        940,007,124     834,564,805 
 
Net assets at the end of the period            1,026,136,589     754,321,029 
 
See accompanying notes 
 
Statement of Cash Flows 
 
                                                   Unaudited       Unaudited 
 
(Stated in United States Dollars)             For the period  For the period 
                                                       ended           ended 
                                                30 June 2021    30 June 2020 
                                                         US$             US$ 
 
Cash flows from operating activities 
 
Operating expenses                                 (790,683)       (505,299) 
 
Directors' fees                                    (143,285)       (149,077) 
 
Administration fee                                  (94,245)        (72,797) 
 
Third Point Offshore Independent Voting             (56,433)        (48,763) 
Company Limited1 
 
Redemption from Master Fund                        1,110,000         699,967 
 
Cash inflow/(outflow) from operating                  25,354        (75,969) 
activities 
 
Net decrease in cash                                  25,354        (75,969) 
 
Cash at the beginning of the period                   38,891         110,693 
 
Cash at the end of the period                         64,245          34,724 
 
1 Third Point Offshore Independent Voting Company Limited consists of Director 
Fees, Audit Fee and General Expenses. 
 
                                                   Unaudited       Unaudited 
 
(Stated in United States Dollars)             For the period  For the period 
                                                       ended           ended 
                                                30 June 2021    30 June 2020 
                                                         US$             US$ 
 
Supplemental disclosure of non-cash 
transactions from: 
 
Operating activities 
 
Redemption of Company Shares from Master          54,717,242      19,382,062 
Fund 
 
Financing activities 
 
Share redemptions                               (54,717,242)    (19,382,062) 
 
See accompanying notes 
 
Notes to the Unaudited Condensed Interim Financial Statements 
 
For the period ended 30 June 2021 
 
1.      The Company 
 
Third Point 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) through a master-feeder structure in 
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. In 
connection with taking out the loan facility announced on 1 April, on 1 
September, the Company exchanged its holding in Class N for an equivalent 
holding in Class Y which offers principally the same terms as Class N save for 
increased liquidity if there is an event of default under the terms of the loan 
agreement. 
 
The Master Fund's investment objective is to seek to generate consistent 
long-term capital appreciation, by investing capital in securities and other 
instruments in select asset classes, sectors and geographies, by taking long 
and short positions. 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 Fund invests all of 
its investable capital in Third Point Offshore Master Fund L.P. (the "Master 
Partnership") a corresponding open-ended investment partnership having the same 
investment objective as the Master Fund. 
 
The Master Fund is a limited partner of 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. 
 
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 29 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. 
 
In the period ended 30 June 2021, the Company paid to the Investment Manager at 
the level of the Master Partnership a fixed management fee of 1.25 percent of 
NAV per annum and a general partner incentive allocation of 20 percent 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 of 10%. The Company was allocated 
US$35,561,433 (30 June 2020: US$3,584) of incentive fees for the period ended 
30 June 2021. 
 
3.      Significant Accounting Policies 
 
Basis of Presentation 
 
The accounting policies adopted in the preparation of the unaudited condensed 
interim financial statements are consistent with those followed in the 
preparation of the Company's annual financial statements for the year ended 31 
December 2020, which were 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 
("$US"). 
 
The Directors have 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 Statement of Assets and Liabilities and for the Statement of Cash 
Flows is unrestricted and comprises cash at bank and on hand. 
 
Due from broker 
 
Due from broker includes cash balances held at the Company's clearing broker as 
of 30 June 2021. The Company clears all of its securities transactions through 
a major international securities firm, UBS, pursuant to agreements between the 
Company and prime broker. 
 
Redemptions Receivable 
 
Redemptions receivable are capital withdrawals from the Master Fund which have 
been requested but not yet settled as at 30 June 2021. 
 
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. During the period ended 30 June 2021, 
the Company owned Class E and Class N shares of the Master Fund. During the 
period, the Company recorded non- cash redemptions of $54,491,721 (143,982 
shares) for the cancellation of the Company shares related to the share buyback 
programme and redeemed $1,315,000 (3,464 shares) to pay Company expenses. The 
following schedule details the share classes relevant to the Company's 
investment in the Master Fund at 30 June 2021. 
 
                Shares      Shares      Shares Shares   Shares      Shares     Net     Net Asset 
           Outstanding Transferred Transferred Issued Redeemed Outstanding   Asset      Value at 
                  at 1          In         Out                  at 30 June   Value  30 June 2021 
               January                                                2021     Per 
                  2021                                                       Share 
                                                                                at 
                                                                           30 June 
                                                                             2021* 
 
Class N -    2,721,631           -    (92,451)      - (34,393)   2,594,787  393.30 1,020,533,136 
1.25, 
Series 9 
 
Class E -            -           -      92,451      - (92,451)           -       -             - 
1.75, 
Series 7 
 
Class E -           30      21,022           -      - (20,601)         451  390.92       176,468 
1.75, 
Series 65 
 
Class E -        6,512           -     (6,512)      -        -           -       -             - 
1.75, 
Series 
96 
 
Class E -       14,452           -    (14,452)      -        -           -       -             - 
1.75, 
Series 
103 
 
Total                                                                              1,020,709,604 
 
* Rounded to two decimal places. 
 
Following the end of the period, the Company converted its shares in Class E 
and Class N to shares in Class Y. 
 
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 Statements. The net asset value of the 
Company's investment in the Master Fund reflects its fair value. At 30 June 
2021, the Company's US Dollar shares represented 13.21% (31 December 2020: 
13.54%) of the Master Fund's NAV. 
 
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 material estimates in respect of the Unaudited 
Condensed Interim Financial Statements. 
 
Going Concern 
 
After making enquiries and given the nature of the Company and its investment, 
the Directors confirm their belief that the Company will remain a going concern 
for the period to 31 December 2022. The Master Fund Shares are liquid and can 
be converted to cash to meet liabilities as they fall due. Although these 
shares are subject to a 25% quarterly investor level redemption gate, the Board 
considers this to be sufficient for normal requirements. After due 
consideration, the Directors are satisfied that it is appropriate to continue 
to adopt the going concern basis in preparing these 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 transaction gains 
and losses are included in the Statement of Operations. 
 
Recent accounting pronouncements 
 
The Company has not early adopted any standards, interpretation or amendment 
that has been issued but are not yet effective. The amendments and 
interpretations which applied for the first time in 2020 have been assessed and 
do not have an impact on the Unaudited Condensed Interim 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 Partnership 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$94,282 (30 June 
2020: US$68,485) with US$3,454 outstanding (31 December 2020: US$3,417). 
 
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 expense paid by the Company on behalf of VoteCo during 
the period is outlined in the Statement of Operations and amounted to US$56,433 
(30 June 2020: US$48,763). As at 30 June 2021 expenses accrued by the Company 
on behalf of VoteCo amounted to US$8,323 (31 December 2020: US$7,364). 
 
5.      Directors' Fees 
 
At the time of the formation of the Company, the Articles of Association 
provided a cap on the fees earned by individual directors. These caps had not 
changed since the formation of the Company and, in some cases, constrained the 
ability of the Company to set individual fees at prevailing competitive market 
rates. For this reason, at the AGM in July 2020 Shareholders approved an annual 
fee cap for the directors as a whole of £500,000. This brought the remuneration 
policy of the Company into line with market practice and affords greater 
flexibility in setting fee levels for individual directors. 
 
For the period ended 30 June 2021, the Chairman is entitled to a fee of £68,000 
per annum. Mr. Evans receives £50,000 per annum as the audit committee 
chairman. Ms. Whittet and Mr. Dorey in their roles as chairperson of the 
Management Engagement Committee and the Nomination and Remuneration Committee 
respectively, receive £43,000 per annum. All other independent Directors are 
entitled to receive £40,000 per annum. The Directors' fees during the period 
amounted to US$143,285 (30 June 2020: US$149,077) with US$nil outstanding (31 
December 2020: US$nil). 
 
The Directors are also entitled to be reimbursed for expenses properly incurred 
in the performance of their duties as Director. 
 
6.      Stated 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. 
 
                                                                   US Dollar 
                                                                      Shares 
 
Number of Ordinary Shares 
 
Shares issued 1 January 2021                                      35,904,437 
 
Shares Cancelled 
 
Total shares cancelled during the period                         (2,271,201) 
 
Shares in issue at end of period                                  33,633,236 
 
 
 
                                                                   US Dollar 
                                                                      Shares 
                                                                         US$ 
 
Stated Capital Account 
 
Stated capital account at 1 January 2021                         198,606,167 
 
Shares Cancelled 
 
Total share value cancelled during the period                   (54,717,242) 
 
Stated Capital account at end of period                          143,888,925 
 
Retained earnings                                                882,247,664 
 
 
 
                                                                   US Dollar 
                                                                      Shares 
 
Number of Ordinary B Shares 
 
Shares in issue as at 1 January 2021                              23,936,291 
 
Shares Cancelled 
 
Total shares cancelled during the period                         (1,514,134) 
 
Shares in issue at end of period                                  22,422,157 
 
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. 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 
 
At each AGM, the Directors seek authority from the shareholders to purchase in 
the market for the forthcoming year up to 14.99 percent of the Shares in issue. 
Pursuant to this repurchase authority, the Company, through the Master Fund, 
commenced a share repurchase program in 2007. The Shares initially purchased 
were 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. 
 
On 26 September, 2019, it was announced that the Company, again through the 
Master Fund, will seek to buy back, at the Board's discretion and subject to 
the requirement to buy no more than 14.99% of its outstanding stocks between 
general meetings, up to $200 million worth of stock over the subsequent three 
years. Any shares traded mid-month will be purchased and held by the Master 
Partnership until the Company is able to cancel the shares following each 
month-end. As at 30 June 2021, the Master Partnership held 204,723 shares of 
the Company - these shares were subsequently cancelled in July 2021. 
 
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. 
 
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 is calculated by dividing the NAV by the number 
of Ordinary Shares in issue on that day. 
 
9.      Related Party Transactions 
 
At 30 June 2021 other investment funds owned by or affiliated with the 
Investment Manager owned 5,705,443 (31 December 2020: 5,630,444) US Dollar 
Shares in the Company. Refer to note 4 and note 5 for additional Related Party 
Transaction disclosures. 
 
10.    Significant Events 
 
On 1 April 2021, the Directors announced several changes aimed at enhancing the 
strength of the company following a detailed strategic review in close 
partnership with the Investment Manager. These are described in the Chairman's 
statement and will be implemented over the next six years. 
 
There were no other events during the financial period which require disclosure 
in the financial statements. 
 
11.    Financial Highlights 
 
The following tables include selected data for a single Ordinary Share in issue 
at the period-end and other performance information derived from the Unaudited 
Condensed Interim Financial Statements. 
 
                                                                   US Dollar 
                                                                      Shares 
                                                                30 June 2021 
                                                                         US$ 
 
Per Share Operating Performance 
 
Net Asset Value beginning of the period                                26.18 
 
Income from Operations 
 
Net realised and unrealised gain from investment                        4.04 
transactions allocated from Master 
Fund 
 
Net loss                                                              (0.04) 
 
Total Return from Operations                                            4.00 
 
Share buyback accretion                                                 0.33 
 
Net Asset Value, end of the period                                     30.51 
 
Total return before incentive fee allocated from Master Fund          19.87% 
 
Incentive allocation from Master Fund (Note 2)                       (3.33%) 
 
Total return after incentive fee allocated from Master Fund           16.54% 
 
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 2021 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 2020 
                                                                         US$ 
 
Per Share Operating Performance 
 
Net Asset Value beginning of the period                                21.15 
 
Income from Operations 
 
Net realised and unrealised loss from investment                      (1.55) 
transactions allocated from Master 
Fund 
 
Net loss                                                              (0.02) 
 
Total Return from Operations                                          (1.57) 
 
Share buyback accretion                                                 0.18 
 
Net Asset Value, end of the period                                     19.76 
 
Total return before incentive fee allocated from Master Fund         (6.57%) 
 
Incentive allocation from Master Fund (Note 2)                         0.00% 
 
Total return after incentive fee allocated from Master Fund          (6.57%) 
 
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 2020 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 2021 
                                                                         US$ 
 
Supplemental data 
 
Net Asset Value, end of the period                             1,026,136,589 
 
Average Net Asset Value, for the period1                         997,552,913 
 
Ratio to average net assets 
 
Operating expenses2                                                  (1.32%) 
 
Incentive fee allocated from Master Fund                             (3.56%) 
 
Total operating expense2                                             (4.88%) 
 
Net loss                                                             (3.89%) 
 
 
 
                                                                   US Dollar 
                                                                      Shares 
                                                                30 June 2020 
                                                                         US$ 
 
Supplemental data 
 
Net Asset Value, end of the period                               754,321,029 
 
Average Net Asset Value, for the period1                         767,687,536 
 
Ratio to average net assets 
 
Operating expenses2                                                  (1.18%) 
 
Incentive fee allocated from Master Fund 
 
Total operating expense2                                             (1.18%) 
 
Net gain                                                               0.04% 
 
1 Average Net Asset Value for the period is calculated based on published 
monthly estimates of NAV. 
 
2 Operating expenses are Company expenses together with operating expenses 
allocated from the Master Fund. 
 
12.    Ongoing Charge Calculation 
 
Ongoing charges for the period ended 30 June 2021 and year ended 31 December 
2020 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 period/year ended 30 June 2021 and 31 December 
2020 excluding performance fees and including performance fees are based on 
Company expenses and allocated Master Fund expenses outlined below. 
 
(excluding performance fees)                    30 June 2021     31 December 
                                                                        2020 
 
US Dollar Shares                                       1.90%           1.75% 
 
 
 
(including performance fees)                    30 June 2021     31 December 
                                                                        2020 
 
US Dollar Shares                                      5.46%*           5.36% 
 
* Performance fees are not annualised for this calculation. 
 
13.    Subsequent Events 
 
As at 30 June 2021, the Master Partnership held 204,723 shares of the Company - 
these shares were subsequently cancelled in July 2021. 
 
Subsequent to the 30th June, the Board has received two separate requests from 
the same group of shareholders representing 10% of the voting rights to hold a 
general meeting at which a vote would be held to allow short term liquidity at 
close to NAV. The Board sought legal advice on these requests and as a result 
declined to hold the votes on the grounds that, if passed, they would be 
ineffective in directing board decisions. 
 
On 1 September, the Company exchanged its holdings in Class E and Class N of 
the Master Fund for an equivalent holding in Class Y. 
 
On 1st September, it was announced that a credit facility of $150 million had 
been agreed with the intention of deploying this capital over the following 
quarter. Following approval at the AGM of the exchange mechanism, pursuant to 
which qualified investors will be permitted to convert shares of the Company 
for up to an aggregate of $50 million of interests in the Master Fund, it was 
announced on September 1st that the Board intends to seek shareholder approval 
for the exchange facility to be offered again in 2022. 
 
If approved, eligible shareholders will be able to exchange their shares in the 
Company for shares in the Master Fund at a 2% discount to NAV, down from the 
7.5% discount to NAV applicable to the 2021 exchange facility. The Board also 
anticipates increasing the number of Company shares which can be exchanged for 
Master Fund shares under the 2022 exchange facility to the extent that the 2021 
exchange facility is undersubscribed, subject to a maximum of $75 million worth 
of Company shares (at the prevailing NAV per share). 
 
The Directors confirm that, up to the date of approval, which is 10 September 
2021, when these financial statements were available to be issued, there have 
been no other events subsequent to the balance sheet date that require 
inclusion or additional disclosure. 
 
Management and Administration 
 
Directors 
 
Steve Bates (Chairman)*                Joshua L Targoff 
 
PO Box 255, Trafalgar Court, Les       PO Box 255, Trafalgar Court, Les 
Banques,                               Banques, 
 
St Peter Port, Guernsey,               St Peter Port, Guernsey, 
 
Channel Islands, GY1 3QL.              Channel Islands, GY1 3QL. 
 
Rupert Dorey*                          Claire Whittet* 
 
PO Box 255, Trafalgar Court, Les       PO Box 255, Trafalgar Court, Les 
Banques,                               Banques, 
 
St Peter Port, Guernsey,               St Peter Port, Guernsey, 
 
Channel Islands, GY1 3QL.              Channel Islands, GY1 3QL. 
 
Huw Evans*                             * These Directors are independent. 
 
PO Box 255, Trafalgar Court, Les 
Banques, 
 
St Peter Port, Guernsey,               Administrator and Secretary 
 
Channel Islands, GY1 3QL.              Northern Trust International Fund 
 
                                       Administration Services (Guernsey) 
                                       Limited, 
 
Investment Manager                     PO Box 255, Trafalgar Court, Les 
                                       Banques, 
 
Third Point LLC                        St Peter Port, Guernsey, 
 
55 Hudson Yards,                       Channel Islands, GY1 3QL. 
 
New York, NY 10001, 
 
United States of America.              Legal Advisors (Guernsey Law) 
 
                                       Mourant 
 
Auditors                               Royal Chambers, St Julian's Avenue, 
 
Ernst & Young LLP                      St Peter Port, Guernsey, 
 
PO Box 9, Royal Chambers               Channel Islands, GY1 4HP. 
 
St Julian's Avenue, 
 
St Peter Port, Guernsey,               Receiving Agent 
 
Channel Islands, GY1 4AF.              Link Market Services Limited 
 
                                       The Registry, 
 
Legal Advisors (UK Law)                34 Beckenham Road, 
 
Herbert Smith Freehills LLP            Beckenham, Kent BR3 4TU, 
 
Exchange House, Primrose Street,       United Kingdom. 
 
London, EC2A 2HS, 
 
United Kingdom.                        Corporate Broker 
 
                                       Numis Securities Limited 
 
Registrar and CREST Service Provider   The London Stock Exchange Building, 
 
Link Market Services (Guernsey)        10 Paternoster Square, 
Limited 
 
(formerly Capita Registrars (Guernsey) London EC4M 7LT, 
Limited) 
 
Mont Crevelt House,                    United Kingdom. 
 
Bulwer Avenue, 
 
St Sampson, 
 
Guernsey GY2 4LH. 
 
Registered Office 
 
PO Box 255, Trafalgar Court, Les 
Banques, 
 
St Peter Port, Guernsey, 
 
Channel Islands, GY1 3QL. 
 
 
 
 
END 
 
 

(END) Dow Jones Newswires

September 13, 2021 02:00 ET (06:00 GMT)

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