Third Point Investors Ltd Result of Annual General Meeting
June 07 2023 - 9:31AM
UK Regulatory
TIDMTPOU TIDMTPOS
Third Point Investors Limited
(A closed-ended investment company incorporated in Guernsey with registration
number 47161)
LEI Number: 549300WXTCG65AQ7V644
Renewal Date- 03/02/2024
(The "Company")
07 JUNE 2023
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held on 07 June 2023 all Ordinary
and Special Resolutions set out in the Annual General Meeting Notice sent to
Shareholders dated 19 May 2023 were duly passed.
Votes representing 69.62% of the issued share capital were cast.
Details of the proxy voting results which should be read along side the Notice
are noted below:
Ordinary For Discretion (voted in favour) Against Abstain
Resolution
1 30,804,576 0 10,458 0
2 30,789,664 0 25,370 0
3 30,569,997 0 18 245,019
4 30,804,576 0 10,458 0
5 30,804,576 0 10,458 0
6 30,804,576 0 10,458 0
7 8,601,170 0 4,353,260 17,860,604*
8 30,804,576 0 10,458 0
9 30,804,576 0 10,458 0
10 30,804,576 0 10,458 0
Special For Discretion (voted in favour) Against Abstain
Resolution
11 12,954,412 0 18 17,860,604*
Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
The Directors note that in respect of Resolution 7 at the AGM, votes against the
re-election of Josh Targoff totalled 33.60% of the total votes cast. Under the
UK Corporate Governance Code ("the Code") E.2.2., this exceeds the 20% threshold
for votes cast against the resolution.
The Board are therefore obligated under the Code to provide an update on the
views received from shareholders and respond accordingly within a 6-month
period. Additionally, the Board is required to provide a final summary in the
Annual Report, and at the next Annual General Meeting, within the explanatory
notes.
The Board will respond accordingly.
Pursuant to Article 4(c) of the Articles of Incorporation of the Company, the
Class B Shareholder was unable to vote in respect of Resolution 7, this being a
Listing Rule Reserved Matter.
*The abstaining votes represent Third Point Offshore Independent Voting Company
Limited.
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
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