Third Point Investors EGM 2021

The EGM has been convened for two reasons

1. On 1 April 2021, the Board announced its “Multi-Pronged Approach to Enhance Shareholder Value”, which comprised a range of measures aimed at enhancing the strength of the Company and addressing the persistent discount to net asset value (“NAV”) at which the Company’s shares (the “Shares”) trade. Amongst these measures was an innovative, value accretive exchange facility (the “2021 Exchange Facility”), pursuant to which Eligible Shareholders (as defined below) would have the opportunity to convert their Shares into shares of Third Point’s flagship Cayman fund, Third Point Offshore Fund, Ltd. (the “Master Fund”) (“Master Fund Shares”).

   Following approval of this measure by shareholders at the Company’s annual general meeting on 8 July 2021, the exchange period under the 2021 Exchange Facility commenced on 1 October 2021 and will remain open until 15 November 2021. Shares tendered for exchange under the 2021 Exchange Facility are expected to be redeemed in return for the distribution of Master Fund Shares on or around the third week of December 2021, following publication of the NAV per Master Fund Share as at 30 November 2021.

   As announced on 1 September 2021, the Company’s discount to NAV closed from approximately 20 per cent. to 10 – 15 per cent. in the five months following the Board’s announcement of the Company’s new discount control measures. As at that date, the price of the Shares had returned 31 per cent. for the year-to-date and 66 per cent. on a one-year basis. This reflected strong performances from investments across equities, corporate credit and structured credit, with notable contributions from Upstart (NASDAQ: UPST) and SentinelOne (NYSE: S), both of which were initiated in 2015 as venture investments that have subsequently publicly listed and appreciated more than a hundredfold. As at 21 October 2021, the Company’s discount to NAV closed at approximately 15 per cent.

   Against this background, the Board now proposes to offer the 2022 Exchange Facility, whereby Eligible Shareholders will be able to exchange their Shares for Master Fund Shares at just a 2 per cent. discount to NAV, down from the 7.5 per cent. discount to NAV applicable to the 2021 Exchange Facility. The Board also anticipates increasing the number of 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 US$75 million worth of Shares (at the prevailing NAV per Share).

2. Asset Value Investors is asking shareholders to consider removing Josh Targoff as a Director of the Company. Josh Targoff is a non-independent director and a respresentative of the management company.