Third Point Offshore Investors Ltd - Holding(s) in Company
September 07 2018 - 4:23AM
PR Newswire (US)
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% |
|
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|
|
|
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 |
|
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|
|
|
|
|
|
|
|
|
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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 |
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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. |
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Place of
completion |
New York, USA |
Date of
completion |
5 September 2018 |
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