Third Point Offshore Investors Ltd - Mandatory Sterling Share Class Conversion
PR Newswire
London, June 20
Third Point Offshore Investors Limited (the "Company")
(a closed-ended investment company incorporated with limited liability under the laws of
Guernsey with registered number 47161)
LEI: 549300WXTCG65AQ7V644
Mandatory Sterling Share Class Conversion
On 14 May 2018, the Company announced the suspension of the Monthly Share Conversion Scheme effective from the completion of the 31 May 2018 share conversion (the "May Conversion").
The articles of incorporation of the Company (the "Articles") contain a specific provision which permits the directors of the Company (the "Directors"), in their absolute discretion, to compulsorily convert the shares of any currency class into shares of the currency class with the greatest aggregate net asset value in US Dollar terms, if such currency class falls below a US Dollar equivalent aggregate net asset value of US$50 million.
It is estimated that the aggregate net asset value attributable to the Sterling share class of the Company (ISIN number: GG00B1YQ6R97) following completion of the May Conversion will be c.£28.8 million, equivalent to US$37.9 million at the prevailing exchange rate at the date of this notice. As the aggregate net asset value of the Sterling share class is expected, following completion of the May Conversion, to be below US$50 million, the Directors have resolved, in accordance with the Articles, to convert compulsorily all the Sterling class shares which remain in issue following completion of the May Conversion into US Dollar class shares (the "Compulsory Conversion").
The Directors consider that the Compulsory Conversion is in the best interests of shareholders of the Sterling share class and the Company as a whole. Shareholders who have their Sterling shares converted into US Dollar shares will benefit from holding shares in a significantly larger share class offering higher levels of liquidity. The Company should also benefit from reduced administrative costs going forward.
Compulsory Conversion
Pursuant to the Compulsory Conversion, all Sterling class shares remaining in issue following completion of the May Conversion will be compulsorily converted into US Dollar shares so that each holder of Sterling class shares receives on 27 July 2018 (the "Effective Date") such number of US Dollar shares which corresponds in net asset value to his holding of Sterling shares as described below.
The share conversion ratio for the Compulsory Conversion will be determined in accordance with the Articles by reference to the final month-end net asset value of the Sterling share class and the US Dollar share class and the prevailing Sterling and USD exchange rates as at close of business on 30 June 2018 (the "Calculation Date"). Fractions of US Dollar shares arising on the Compulsory Conversion will be rounded down to the nearest whole US Dollar share.
Application will be made to the Financial Conduct Authority (the "FCA") for the new US Dollar class shares arising pursuant to the Compulsory Conversion to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's main market for listed securities. In anticipation of the proposed conversion of the entire Sterling share class pursuant to the Compulsory Conversion, application will also be made to the FCA for the cancellation of the entire Sterling share class from the Official List.
Expected conversion timetable
The expected conversion timetable for the Compulsory Conversion is as follows:
| Calculation Date | 30 June 2018 |
| Effective Date | 27 July 2018 |
| Admission to listing of new US Dollar class shares | 8.00 a.m. on 27 July 2018 |
| Cancellation of listing of Sterling share class | 8.00 a.m. on 27 July 2018 |
Website: www.thirdpointoffshore.com
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel: +44 1481 745001
