Third Point Investors Ltd - Results of AGM
PR Newswire
London, July 8
Third Point Investors Limited
(formerly known as Third Point Offshore Investors Limited)
(a closed-ended investment incorporated in Guernsey with registration number 47161)
LEI Number: 549300WXTCG65AQ7V644
(The "Company")
8 JULY 2021
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held on 8 July 2021 all Ordinary and Special Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 10 June 2021 were duly passed.
Details of the proxy voting results which should be read along side the Notice are noted below:
| Ordinary Resolution | For | Discretion (voted in favour) | Against | Abstain |
| 1 | 40,566,219 | 0 | 0 | 0 |
| 2 | 40,565,652 | 0 | 0 | 567 |
| 3 | 40,566,219 | 0 | 0 | 0 |
| 4 | 40,566,219 | 0 | 0 | 0 |
| 5 | 40,566,219 | 0 | 0 | 0 |
| 6 | 40,497,583 | 0 | 68,636 | 0 |
| 7 | 11,050,814 | 0 | 6,402,225 | 691,023 |
| 8 | 40,485,192 | 0 | 81,027 | 0 |
| 9 | 40,241,764 | 0 | 68,636 | 255,819 |
| 10 | 13,924,006 | 0 | 4,202,886 | 17,170 |
| Special Resolution | For | Discretion (voted in favour) | Against | Abstain |
| 11 | 40,566,219 | 0 | 0 | 0 |
Note -A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
Pursuant to Article 4(c) of the Articles of Incorporation of the Company, the Class B Shareholder was unable to vote in respect of Resolutions 7 and 10, these being Listing Rule Reserved Matters.
The Board notes that more than 20% of eligible votes were cast against Resolution 7, the re-election of Josh Targoff as Director, and Resolution 10, the approval of the Exchange Facility which was announced on 10 June 2021. In accordance with the UK Corporate Governance Code, the Board will consult with shareholders to understand the rationale(s) in each of these cases and report the results of such consultation and any action taken in consequence within six months of the date of the AGM.
The Special Resolution was as follows:
Special Resolution 11
That conditional upon the Ordinary Shares of the Company remaining traded on the main market of the London Stock Exchange, the Company be authorised in accordance with Section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of each class of its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation) provided that:
i. the maximum number of Shares hereby authorised to be purchased shall be 14.99% of each class of Shares in issue at the date of this document;
ii. the minimum price (exclusive of expenses) which may be paid for a Share shall be 50 per cent of the Net Asset Value (as defined in the Articles);
iii. Unless a tender offer is made to all holders of the relevant class of Shares, the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (a) 105 per cent of the average of the middle mark quotations for a Share taken from the London Stock Exchange's main market for listed securities for the five business days before the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of the purchase; and (c) any purchase by the Company of 15 per cent or more of any class of its Shares shall be effected by way of a tender offer to all Shareholders of that class, or such other price as may be permitted by the Listing Rules of the UK Listing Authority:
iv. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time; and
v. the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END
