7th Sep 2018 09:23
Third Point Offshore Investors Ltd - Holding(s) in CompanyThird Point Offshore Investors Ltd - Holding(s) in Company
PR Newswire
London, September 7
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Third Point Offshore Investors Limited (a closed?ended investment company incorporated with limited liability under the laws of Guernsey with registered number 47161) LEI: 549300WXTCG65AQ7V644 | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
| Non-UK issuer | X | |||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
| An acquisition or disposal of voting rights | ||||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | X | |||||
| Other (please specify)iii: | ||||||
| 3. Details of person subject to the notification obligationiv | ||||||
| Name | 1. Third Point LLC 2. Third Point Advisors II LLC 3. Daniel Loeb | |||||
| City and country of registered office (if applicable) | New York, USA | |||||
| 4. Full name of shareholder(s) (if different from 3.)v | ||||||
| Name | 1. Vidacos Nominees Limited for shares in which Third Point LLC is interested; 2. Third Point Opportunities Master Fund L.P. for shares in which Third Point LLC is interested; and 3. Chase Nominees Limited for shares beneficially owned by Daniel Loeb | |||||
| City and country of registered office (if applicable) | New York, USA | |||||
| 5. Date on which the threshold was crossed or reachedvi: | 5 September 2018 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 6 September 2018 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
| Resulting situation on the date on which threshold was crossed or reached | 11.38% | N/A | 11.38% | 9,010,196 | ||
| Position of previous notification (if applicable) | 12.88% | N/A | 12.88% | |||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of shares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
| USD – GG00B1YQ7219 | 3,379,753 (The interests of Third Point of Third Point LLC and Daniel Loeb are indirect – see box 9 below) | 4.27% | |||||||
| USD – GG00B1YQ7219 | 4,884,701 (The interests of Third Point Advisors II LLC and Daniel Loeb are indirect – see box 9 below.) | 6.17% | |||||||
| USD – GG00B1YQ7219 | 745,742 (Daniel Loeb is the beneficial owner of these shares – see box 9 below) | 0.94% | |||||||
| SUBTOTAL 8. A | 9,010,196 | 11.38% | |||||||
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
| N/A | N/A | N/A | N/A | N/A | |||||
| SUBTOTAL 8. B 1 | |||||||||
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
| N/A | N/A | N/A | N/A | N/A | N/A | ||||
| SUBTOTAL 8.B.2 | |||||||||
| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) | ||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
| Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| Third Point LLC (is the discretionary manager of various discretionary managed accounts which in aggregate own 3,379,753 USD shares). Daniel Loeb wholly owns Third Point LLC. | 4.27% of the total voting rights | N/A | 4.27% of the total voting rights | |
| Third Point Advisors II LLC (is the discretionary manager of various discretionary managed accounts which in aggregate own 4,884,701 USD shares). Daniel Loeb wholly owns Third Point Advisors II LLC. | 6.17% of the total voting rights | N/A | 6.17% of the total voting rights | |
| Daniel Loeb (is the beneficial owner of 745,742 USD shares in his personal capacity) | 0.94% of total voting rights | N/A | 0.94% of total voting rights | |
| 10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | N/A | |||
| The number and % of voting rights held | N/A | |||
| The date until which the voting rights will be held | N/A | |||
| 11. Additional informationxvi | ||||
| Further to the Extraordinary General Meeting of the Company held on 31 August 2018, the Board of Third Point Offshore Investors announced that the Company has redeemed 2,500,000 shares held by Third Point Offshore Fund, Ltd. (the “Master Fund”). The shares redeemed represent 5.0% of the Company’s outstanding shares. As a consequence, the holding of Third Point LLC in USD shares decreased by 2,500,000 shares, crossing below the 5% threshold. The aggregate interests of Third Point Advisors II LLC and Daniel Loeb were unaffected by the redemption, and the aggregate holding of total voting rights held by the three parties remains above the 10% threshold. | ||||
| Place of completion | New York, USA |
| Date of completion | 5 September 2018 |
Related Shares:
Third Poi. $