Annual Report and Audited Financial Statements 31 December 2024
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THIRD POINT INVESTORS LIMITED Annual Report and Audited Financial Statements 31 December 2024
THIRD POINT INVESTORS LIMITED
Annual Report and
Audited Financial Statements
31 December 2024
THIRD POINT INVESTORS LIMITED
4
Annual Report and Audited Financial Statements 31 December 2024
1
Third Point Investors Limited offers a unique access
point to Daniel Loeb’s Third Point LLC. Third Point
LLC adopts an active and engaged approach to
global investing for investors wishing to diversify
their portfolios. Unconstrained in style and free of
benchmark confinement, Daniel Loeb’s investment
speciality is to pivot opportunistically across asset
classes, seeking to optimise risk-adjusted returns over
the longer term.
THIRD POINT INVESTORS LIMITED
2
Why Third Point Investors?
Exposure to the flagship
Third Point Master Fund
As a UK-listed Company, Third
Point Investors Limited (TPIL) offers
investors a unique and efficient
access point to Third Point LLC’s
(“Third Point” or the “Investment
Manager”) flagship Master Fund,
which has delivered attractive risk-
adjusted returns to investors since its
inception in 1995.
Constructivist engagement
Third Point aims to derive long-
term value through various forms
of constructivist engagement with
companies in which it invests. It also
pursues event-driven opportunities,
identifying misunderstood catalysts
such as M&A and special situations
that Third Point believes will
unlock value.
Different pillars of
investment strategy
Third Point’s investment strategy
centres on four distinctive pillars:
activism; fundamental and event-
driven equities; credit; and private
markets (ventures). CIO Daniel Loeb
is responsible for overall capital
allocation across these strategies,
according to his reading
of market conditions.
Always striving to improve
The Investment Manager’s cultural
philosophy values teamwork and
improvement. It respects the
Japanese business concept of
Gemba Kaizen, which takes into
consideration the skills of the entire
organisation, with the understanding
that even the smallest of adjustments
will create value over time.
Unconstrained and agile
The Investment Manager
opportunistically pivots across
asset classes, capital structure and
geographic domicile according
to where it sees good potential
risk-adjusted returns. It is not
a benchmark-driven fund and
therefore it provides what it believes
is a differentiated approach and
outcome for global investors
seeking diversification.
Governance
TPIL is a Guernsey-domiciled,
London-listed investment company
which is a member of the Association
of Investment Companies (AIC)
in the UK. All directors on the
board are independent of the
Investment Manager.
Annual Report and Audited Financial Statements 31 December 2024
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Overview
2 Why Third Point Investors?
4 Historical Performance
5 Financial Highlights
6 Chairman’s Statement
Portfolio
10 Investment Manager’s Review
14 Portfolio Analysis
15 Investment Team
Governance
18 Directors
20 Strategic Report
23 Section 172 Report
28 Directors’ Report
35 Statement of Directors’ Responsibilities in Respect of the Audited Financial Statements
36 Directors’ Remuneration Report
38 Report of the Audit Committee
Independent auditor’s report
42 Independent Auditor’s Report to the Members of Third Point Investors Limited
Financial statements
50 Statement of Assets and Liabilities
51 Statement of Operations
52 Statement of Changes in Net Assets
53 Statement of Cash Flows
54 Notes to the Audited Financial Statements
Additional information
64 Investor Information
65 Management and Administration
66 Glossary
68 Legal Information
Contents
THIRD POINT INVESTORS LIMITED
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Net Asset Value Total Return (%)
Annualised Historical Performance (%)
Historical Performance
As at 31 December 2024
1 Year 3 Year 5 Year 10 Year
Since TPIL
Inception
Third Point Investors Limited (NAV) 25.5 -0.5 8.6 7.3 8.2
Third Point Investors Limited (Share Price) 28.7 -3.3 9.0 5.2 7.3
S&P 500 Index 25.0 8.9 14.5 13.1 10.3
MSCI World Index 19.2 6.9 11.7 10.6 7.5
Chart rebased to 100 and plotted since inception of TPIL S&P 500 Index MSCI World IndexTPIL NAV
600
550
-100
-50
100
150
200
250
300
350
400
500
450
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Annual Report and Audited Financial Statements 31 December 2024
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Share Buybacks over 5 Years ($mn)
Share Price over 5 Years ($)Net Asset Value per Share over 5 Years ($)
Share PriceNet Asset Value per Share
Discount to NAV over 5 Years ($,%)
Financial Highlights
As at 31 December 2024
2024: $31.91
2023: $25.43
2024: $25.10
2023: $19.50
25.5% 28.7%
2020 2021 2022 2023 2024
2020 2021 2022 2023 2024
2020 2021 2022 2023 2024
35
40
20
30
10
0
-10
-20
-30
35
0
10 10
15 15
5 5
25 25
20 20
30 30
0
0
25.10
31.91
NAV Price (left, $) Discount to NAV (right, %)
25.43
26.17
32.37
24.46
19.50
21.20
27.80
20.70
2020 2021 2022 2023 2024
Cumulative
300
100
150
50
200
250
0
24.71
266.82
51.17
58.91
79.08
52.95
THIRD POINT INVESTORS LIMITED
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Chairman’s Statement
Performance review
The Company performed strongly
in 2024. In the year ending 31
December 2024, the Company’s
NAV rose by 25.5%, while the share
price rose by 28.7%, assisted by the
discount narrowing by 2 percentage
points to 21.3% at year end.
During the comparable period,
the S&P 500 and MSCI All World
Index rose by 25.0% and 19.2%,
respectively, with a significant
portion of the index returns
being driven by a concentrated
performance from large cap
technology and AI-themed equities.
The Company’s portfolio benefitted
from its diverse exposure to equities,
many of which were uncorrelated
to the broader equity indices.
All strategies in the portfolio
generated a positive gross
attribution, with equities
contributing 20.3%, Credit
Strategies 3.1% and Privates 5%.
Portfolio Drivers
Positive thematic returns in
fundamental, event driven, and
certain idiosyncratic equity
exposures differentiated the portfolio
from returns in market indices. The
rotational change into more value-
oriented names in the industrials/
materials and financials sectors
before the US election proved to
benefit the portfolio in the post-
election equity rally. Please refer to
the Investment Manager’s Review on
page 10.
Fixed Income exposure in both
corporate high yield and structured
credit was notable with an
outperformance against the ICE BofA
US High Yield Index and Bloomberg
US Aggregate Bond Index of 480bps
and 130bps, at 13% and 8.3% gross
returns, respectively.
In Privates, R2 Semiconductor
stood out as the portfolio’s single
largest contributor to attribution at
5%, generating a 38% gross return
following a dispute resolution.
Dear Shareholder,
Annual Report and Audited Financial Statements 31 December 2024
7
Outlook
During Q1 2025, market sentiment
began to shift to the fragility of global
growth thanks to growing concern
about US-imposed tariffs and
cutbacks in government spending.
Third Point was proactive in reducing
its exposures starting in Q1 2025
and more recently in April when the
Trump Administration’s reciprocal
tariffs were first announced.
While currently in a more defensive
stance than where it ended the year,
the Investment Manager believes
caution is warranted given the
disruption caused by constantly
shifting narratives from policymakers.
Third Point anticipates that these
forceful swings in asset prices should
present opportunities in equities and
credit, so having additional cash to
deploy may be beneficial.
Discount Management and
Redemption Offer
During the year the Company bought
back a total of 1.14 million shares
with a value of $24.7 million via the
ongoing buyback programme. The
buyback programme was conducted
at a weighted average discount
of 23.1% and was accretive by
$0.35 per share. In April 2024 the
company held a Redemption Offer
for 25% of outstanding shares at a
2% discount to NAV. This offer was
fully subscribed and around 6 million
shares were redeemed in cash for
approximately $158 million. During
the year, including buybacks, the
total value of the 7.2 million shares
redeemed was $183 million. The $20
million buyback programme which
commenced in September 2024
was completed in March 2025.
Annual General Meeting
In May 2024, all of the proposed
resolutions were passed comfortably.
Governance
During 2024, the Board appointed
Dimitri Goulandris and Liad Meidar
as Directors.
Josh Targoff stepped down from the
Board at the AGM, but continues to
have an active role as Board Observer
and adviser to the Board. After the
year-end, Vivien Gould confirmed her
wish to step down from the Board
following the conclusion of what
proved to be the initial phase of the
Strategy Review.
Strategy Review
On 22 April 2024, the Board of
Directors of Third Point Investors
Limited (the “Board”) announced the
creation of a Strategy Committee (the
“Committee”) tasked with conducting
a strategy review to consider how the
Company may best deliver value to
shareholders going forward.
On 11 December 2024, the Company
announced that the Committee had
identified a compelling strategic
option and that it would use the first
quarter of 2025 to work expeditiously
with its advisors to fully diligence this
option to complete its assessment
and present its detailed findings and
recommendations to the Board.
The Committee is pleased to confirm
that it has made significant progress
and is in the advanced stages of
diligence and negotiations on this
option. As announced in the Strategy
Review Update on 3 April 2025, the
Committee currently expects to be
able to recommend to the Board
that it puts forward its proposals to
shareholders in May 2025.
The Board looks forward to engaging
with shareholders on this option.
Rupert Dorey
Chairman
16 April 2025
THIRD POINT INVESTORS LIMITED
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Annual Report and Audited Financial Statements 31 December 2024
9
PORTFOLIO
THIRD POINT INVESTORS LIMITED
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Figure 1: Equity Sector Net Exposure
Investment Manager’s Review
Strategy Performance Review
and Outlook
For the 12 months ended 31
December 2024, Third Point Investors
Limited’s net asset value (NAV) per
share increased by 25.5%, while the
corresponding share price gained
28.7%. This compares with the
MSCI World Index and S&P 500
Index returns of 19.2% and 25.0%,
respectively. Meanwhile, the HFRI
Event Driven Index returned 8.7% for
the year. The Company’s share price
return included the effects of the
discount to NAV tightening slightly
from 23.3% to 21.3%.
Third Point’s returns for 2024 were
driven by positive results across all
strategies, including Equities (20.3%
gross contribution to Master Fund
return), Corporate Credit (2.2% gross
contribution), Structured Credit
(1.6% contribution) and Privates
(5.0% contribution). We touch on
more detail for each of these asset
classes, as well as their respective
outlooks, below.
Equities
Throughout 2024, the Investment
Manager highlighted its diversified
portfolio of equity investments, some
with event-driven catalysts, others
with quality characteristics, and
several idiosyncratic themes that
differentiated its return makeup from
broad indices. As market returns
broadened out from large cap
technology starting in the second
half of the year, Third Point believes
that it was well positioned to take
advantage. Portfolio rotation into
consumer discretionary, financials,
and industrials names (Fig. 1) helped
the Investment Manager capture the
upside of the post-election rally in
the US.
Third Point also benefited from its
conviction that the AI theme would
continue to drive value, both at the
component level – which includes
chip manufacturers such as TSMC
and power companies like Vistra – as
well as the infrastructure layer, which
includes the companies that provide
computing infrastructure like Amazon
(Fig. 2).
Portfolio rotation into
consumer discretionary,
financials, and
industrials names
helped the Investment
Manager capture the
upside of the post-
election rally in the US.
Note: All information is at 31/12/2023 and relates to the Third Point Offshore Master Fund L.P. Gross returns are shown before deducting all expenses, management fees, and
incentive fees, as applicable. Please see the important notes and disclaimers at the end of this document.
YE 2023 YE 2024
25
0
5
10
15
20
-5
Consumer
Discretionary
Healthcare
Industrials
& Materials
Enterprise
Technology
Media &
Internet
Consumer
Staples
Utilities
Energy
Financials
Annual Report and Audited Financial Statements 31 December 2024
11
Figure 2: 2024 Top Contributors to Return
Looking forward, recent events
have underscored the importance
of employing second-order thinking
about new headlines in general,
and certain policy declarations in
particular. In this environment, an
unemotional response, independent
of one’s political views, is critical to
making good investment decisions.
For example, in Q1 2025, DeepSeek,
the Chinese LLM application, caused
a panic in technology markets, calling
into question everything from the
future demand for Nvidia chips to
power demand for data centres.
Initial reports that the app was built
on open-source data on antiquated
chips by moonlighting hedge fund
quants were subsequently debunked.
This is not to say that DeepSeek
is not a stunning breakthrough,
but Third Point believes the initial
reaction seems to have been
overdone. There are many companies
such as Meta and others that will
likely benefit from the technology, in
the Investment Manager’s view.
More recently, markets have
fluctuated wildly due to on-again,
off-again concerns about a global
trade war, which is feared to tip
the US and other countries into a
recession if pursued to extremes.
Third Point has moved to reduce
its equity exposures to manage risk
during this time of uncertainty, but
also to accumulate cash to deploy as
the broad dislocation could lead to
potential investment opportunities in
equities and credit.
Corporate Credit
Third Point’s Corporate Credit book
generated a 13.0% gross return,
approximately 480 basis points ahead
of the ICE BofA US High Yield Index.
This performance was led in part by
strong performance in cable/telecom
credits, where spreads started the
year wider than the broader high yield
market, but compressed over the
course of the year.
Rates enjoyed a relief rally on the
December CPI print, but 10-year
Treasury yields are back to just under
4.5%, approximately 300 basis points
higher than the 2020/21 average.
Third Point believes that the high
yield Class of 2020/21, which saw
record volumes of leverage buyouts
financed at high valuations and
record low yields, will face significant
credit stress as their debt matures
over the next few years. While
Third Point has moved
to reduce its equity
exposures to manage
risk during this time of
uncertainty, but also
to accumulate cash to
deploy as the broad
dislocation could lead
to potential investment
opportunities in
equities and credit.
All information is at 31/12/2024 unless otherwise noted. Unless otherwise stated, all information relates to the
Third Point Offshore Master Fund L.P. and is inclusive of legacy private positions. Confidential positions have
been excluded. Performance is inclusive of position-level hedges and reflects net returns after the reduction of all
expenses, management fees and incentive fees, as applicable. The holdings identified do not represent all of the
securities purchased or sold for the fund. Past performance does not guarantee future results. Please refer to the
Legal Information section for additional information, including disclaimers related to the use of index returns. Source:
Bloomberg and Third Point analysis.
Third Point Offshore S&P 500
R2 Semiconductor 5.4%
Vistra Corp 4.3%
Amazon.com Inc 2.6%
Meta Platforms Inc 2.4%
TSMC 2.2%
Siemens Energy AG 1.8%
Apollo Global Management Inc 1.3%
Cinemark Holdings Inc 1.2%
Live Nation Entertainment Inc 1.1%
Tesla Inc 1.0%
Nvidia Corp 5.4%
Apple Inc 2.0%
Amazon.com Inc 1.5%
Meta Platforms Inc - Class A 1.3%
Broadcom Inc 1.3%
Alphabet Inc - CL A 1.3%
Microsoft Corp 1.0%
Tesla Inc 0.9%
JPMorgan Chase & Co 0.5%
Berkshire Hathaway Inc - CL B 0.5%
THIRD POINT INVESTORS LIMITED
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defaults have been very low, there
are already increased instances of
debt exchanges and the Investment
Manager anticipates that this pace
will increase, especially if interest
rates remain near current levels, let
alone move higher.
Third Point believes Liability
Management Exercises (LMEs)
have become the most engaging
distressed credit opportunities. LMEs
involve an out of court exchange
offer where a sponsor is seeking
to reduce the principal amount of
debt, reduce interest expense and/
or extend maturities. While the goal
(extend the runway for the equity,
perhaps forestall a large write
down) and rules of these exchanges
(generally the “waterfall” of creditor
priority is attacked through covenant
loopholes) are different from an
in-court bankruptcy, the investment
opportunities are similar. On the front
end, active participation in an LME
process can create new securities
at very attractive levels. On the back
end, there is sometimes a very
attractive “post-LME” technical where
creditors are eager to exit following
the process for several reasons. On a
fundamental level, post-LME credits
often have a robust capital structure,
longer liquidity runways and better
covenant packages.
That said, not all LMEs are true
fixes. While it’s relatively rare to see
a company (outside those in secular
decline) undergo bankruptcy twice
(the ignominious “Chapter 22”),
it’s interesting to note that about
40% of credits that undergo out-of-
court exchanges ultimately file for
bankruptcy anyway. As a result, credit
selection remains important.
At present, Third Point has invested
in five situations that have undergone
LMEs in the last year. It is invested
in another eight that it anticipates
will undergo LMEs in the next six
months. Overall, recent, current and
prospective LME situations represent
almost half of the firm’s current
corporate credit portfolio, or over
$700 million. Third Point expects this
area to be an important source of
alpha in the coming quarters.
As of this writing, high yield spreads
have widened in the wake of tariffs
and global growth concerns. These
spreads are now closer to the 30-
year median, but if history is any
guide, they don’t tend to stay at the
median. The Investment Manager’s
expectation is that if the volatility
persists, it could potentially push
spreads wider. While the direction of
travel will not likely be straight down,
Third Point believes this volatility will
provide additional opportunities in
distressed credit.
Structured Credit
Third Point’s Structured Credit book
generated an 7.8% gross return,
well ahead of the 1.3% return of
the Bloomberg US Aggregate
Bond Index. In 2024, three major
themes drove returns and Third
Point expects these same trends will
create interesting opportunities over
the next 18 months. Although the
new Administration’s trade policy is
currently at the forefront, deregulation
is also expected to be a key policy
element, which the Investment
Manager believes would be a
positive tailwind for structured credit
given the high regulatory capital
charges for banks since 2009. Given
structured credit spreads are wider
to every other asset class, the firm
anticipates more spread compression
in 2025. These three themes are:
Rates and Mortgages: The
Investment Manager called
five unrated reperforming
mortgage deals this year,
monetising approximately
25% and refinancing into rated
securitizations where it sold
AAAs through single A. Third
Point now owns rated tranches
with increased liquidity and
potential upside for spread
duration as insurance companies
look for rated assets. Residential
mortgages continue to be a source
of strength for the consumer,
with borrowers still holding, on
average, 50% equity in their
Third Point’s Structured
Credit book generated an
7.8% gross return, well
ahead of the 1.3% return
of the Bloomberg US
Aggregate Bond Index.
Annual Report and Audited Financial Statements 31 December 2024
13
homes. There are early signs of
a slowdown in subprime, viewed
through consumer unsecured and
subprime auto loans and Third
Point has reduced exposure in
those sectors.
Securities vs. Loans: While
headlines in structured credit last
year were dominated by synthetic
risk transfer (SRT) and portfolio
sales, Third Point focused on
opportunistic trades like auto ABS
and non-qualified mortgage BBs.
The firm was very active in both
loan purchases and SRT about
three years ago when gross IRR
expectations were in the mid- to
high-teens. Today, the Investment
Manager feels that market is
crowded with advertised yields
in the teens, but actual returns
below 10%. In contrast, Third
Point focused on generating
alpha through secondary trading.
As more fixed income moves to
both insurance and private credit
funds, the Investment Manager
has been able to source, in its
view, compelling risk-adjusted
returns through active trading and
providing liquidity when money
managers need it. Insurance
companies have spurred a
technical bid up of mortgage
loans, but Third Point is finding
100-200 basis points of wider
spread in the BB tranches with
credit support.
Credit Spread Tightening: While
the investment grade corporate
index ended the year at all time
tights in the mid-40s basis points,
Third Point believes structured
credit still has room to rally. As an
example, residential mortgage-
backed AAAs are between a
115-135 basis point spread at
the beginning of 2025, compared
to the historical tights in 2021 in
the 60s.
Looking forward, bank M&A activity
is expected to increase, which
will likely result in more banks
selling consumer and mortgage
loan portfolios. Third Point will be
opportunistic on smaller portfolios
where it expects to get paid a
high-single digits unlevered yield
on the loans with the ability to
create mid-teens returns on our
retained exposure.
Privates
Third Point’s Privates portfolio
generated a 38.7% gross return for
2024, a result that was generated by a
single position in R2 Semiconductor.
In March 2024, Third Point first
disclosed that it was supporting
R2 Semiconductor, a company that
the firm invested in over 15 years
earlier, as R2 sought to enforce its
patented technology against Intel.
The technology, developed by R2’s
Founder David Fisher, relates to
integrated voltage regulation, which
plays an essential part in reducing
power consumption by microchips
while maintaining product reliability.
At the end of August, Intel announced
that its dispute with R2 had been
fully settled in all jurisdictions. The
terms are confidential, but Third Point
is pleased with the outcome, which
resulted in a significant gain in the
position for the year.
Elsewhere in Third Point’s Privates
portfolio, valuations in aggregate
have remained slow to rebound
from depressed levels. However, the
Investment Manager believes many
of the companies in its Expansion
Stage venture portfolio have been
developing relevant technology in
line with what the firm underwrote,
executing well, have continued to be
thoughtful conservators of investor
capital (aided by Third Point’s active
presence on their Boards), and
have taken exits where appropriate
through M&A and secondaries.
These investments are focused
on Third Point’s core investing
areas of Enterprise Cybersecurity,
AI-Powered Automation Software,
and Data Infrastructure, all areas
where the Investment Manager is
seeing resilient enterprise spend
prioritisation continue to play out.
Third Point LLC
Third Point’s Privates portfolio generated a 38.7%
gross return for 2024, a result that was generated
by a single position in R2 Semiconductor.
THIRD POINT INVESTORS LIMITED
14
Portfolio Analysis
As at 31 December 2024
Exposure
Portfolio Detail
1
Long Short Net
2
Equity
Activism/Constructivism 0.0% 0.0% 0.0%
Fundamental & Event 111.5% -25.6% 85.9%
Portfolio Hedges
3
0.0% -9.4% -9.4%
Total Equity 111.5% -35.0% 76.5%
Credit
Corporate & Sovereign 17.5% -0.5% 16.9%
Structured 21.0% 0.0% 21.0%
Total Credit 38.5% -0.6% 37.9%
Privates 5.3% 0.0% 5.3%
Other
4
2.3% 0.0% 2.3%
Total Portfolio 157.6% -35.5% 122.1%
Exposure
Equity Portfolio Detail
1
Long Short Net
2
Equity Sectors
Consumer Discretionary 17.1% -1.1% 16.0%
Consumer Staples 0.8% -0.8% 0.00%
Utilities 12.4% -2.1% 10.3%
Energy 3.1% -2.3% 0.8%
Financials 24.9% -3.6% 21.3%
Healthcare 6.8% -2.1% 4.7%
Industrials & Materials 28.4% -7.3% 21.1%
Enterprise Technology 10.6% -1.8% 8.8%
Media & Internet 7.4% -4.5% 2.9%
Portfolio Hedges
3
0.0% -9.4% -9.4%
Total 111.5% -35.0% 76.5%
1
Unless otherwise stated, information relates to the Third Point Offshore Master Fund L.P. Exposures are categorised in a manner consistent with the
Investment Manager’s classifications for portfolio and risk management purposes.
2
Net equity exposure is defined as the long exposure minus the short exposure of all equity positions (including long/short, arbitrage, and other
strategies), and can serve as a rough measure of the exposure to fluctuations in overall market levels. The Investment Manager continues to closely
monitor the liquidity of the portfolio and is comfortable that the current composition is aligned with the redemption terms available to the Company by
virtue of its holding of Class YSP shares.
3
Primarily broad-based market and equity-based hedges.
4
Includes currency hedges and macro investments. Rates and FX related investments are excluded from the exposure figures.
The sum of long and short exposure percentages may not visually add to the corresponding net figure due to rounding.
Annual Report and Audited Financial Statements 31 December 2024
15
Investment Team
Daniel S. Loeb
CEO & CIO
Daniel S. Loeb is CEO of Third Point LLC, founded
in 1995. Daniel has served on five publicly traded
company boards: Ligand Pharmaceuticals; POGO
Producing Co.; Massey Energy; Yahoo!; and Sotheby’s.
Daniel’s philanthropic activities are driven by principles
of individual human rights, including fighting against
inequality and discrimination and for policies that lead to
greater economic opportunity for all. Daniel graduated
from Columbia University with an A.B. in economics
in 1983, endowed the Daniel S. Loeb Scholarship
for undergraduate study there, and received the
school’s John Jay Award for distinguished professional
achievement. In October 2020, he was awarded the
Alexander Hamilton Award for his philanthropic service by
the Manhattan Institute.
Ian Wallace
Partner & Head of Credit
Ian Wallace joined Third Point in 2009. Prior to joining
Third Point, Ian was the Managing Member of River Run
Management, LLC, which he founded in 1999. River Run
was a hedge fund focused on high yield and distressed
investments and the firm shared office space with and
partnered with Third Point on many successful distressed
investments from 2000-2004. From 1989 to 1998, Ian
was a Managing Director with Oak Hill, an affiliate of
the Robert M. Bass Group. Prior to Oak Hill, Ian was a
Vice President in the High-Yield Research group at First
Boston, and a staff accountant at Arthur Andersen & Co.
Ian graduated from the University of Washington with a
B.A. in Business Administration.
THIRD POINT INVESTORS LIMITED
16
Shalini Sriram
Managing Director & Head of Structured Credit
Shalini Sriram is the Head of Structured Credit at Third
Point and sits on the firm’s risk committee, overseeing a
range of investments from residential and commercial
mortgage-backed securities to the intersection of
consumer finance and technology. Prior to joining Third
Point in 2017, Shalini invested in structured credit at
Scoggin Capital. From 2006 to 2012, Shalini was an
Executive Director at Morgan Stanley, and Head of ABS
CDO and RMBS trading. From 2002 to 2006, Shalini
was an associate at Banc of America Securities on a
proprietary ABS trading desk where she first structured
and then traded CDOs. Shalini received a B.A. in
Economics cum laude in three years from Wellesley
College and an MBA from Columbia Business School.
Rob Schwartz
Managing Partner, Third Point Ventures
Since June 2000, Rob has been Managing Partner of Third
Point Ventures, the Menlo Park, California based venture
capital arm of Third Point LLC. Rob is presently a director
of NextSilicon, Verbit, Sysdig, Kentik, Kumu Networks,
Aryaka, R2 Semiconductor, YellowBrick Data, Ushur, and
Trullion. Previously, for 23 years, he was the President of
RF Associates North, a privately held communications
semiconductor manufacturer’s representative firm. Rob
holds a multi-discipline engineering degree from the
University of California at Berkeley.
Annual Report and Audited Financial Statements 31 December 2024
17
GOVERNANCE
THIRD POINT INVESTORS LIMITED
18
Directors
Rupert Dorey (Chairman)
Rupert is a Guernsey resident and has
over 35 years of experience in financial
markets. Rupert was at CSFB for 17
years from 1988 to 2005 where he
specialised in credit related products,
including derivative instruments
where his expertise was principally
in the areas of debt distribution,
origination and trading, covering all
types of debt from investment grade
to high yield and distressed debt. He
held a number of positions at CSFB,
including establishing CSFB’s high
yield debt distribution business in
Europe, fixed income credit product
coordinator for European offices and
head of UK Credit and Rates Sales.
Since 2005 he has been acting in a
non-executive directorship capacity
for a number of Hedge Funds, Private
Equity & Infrastructure Funds, for
both listed and unlisted vehicles. He
is former President of the Guernsey
Chamber of Commerce. Rupert has
extensive experience as both Director
and Chairman of exchange listed
and unlisted funds. He has served on
boards with 18 different managers,
including Apollo, Aviva, Cinven, CQS,
M&G and Partners Group.
Directorships in other public
listed companies:
None.
Richard Boléat
Richard Boléat is a Jersey resident
and is a Fellow of the Institute of
Chartered Accountants in England &
Wales, having trained with Coopers
& Lybrand in Jersey and the United
Kingdom. Richard led Capita Group
plc’s financial services client practice
in Jersey until September 2007,
when he left to establish Governance
Partners, L.L.P., an independent
corporate governance practice. He
currently also acts as audit committee
chairman of M&G Credit Income
Investment Trust plc, which is listed
on the London Stock Exchange, along
with a number of other substantial
collective investment and investment
management entities established
in Jersey, the Cayman Islands and
Luxembourg. He is regulated in
his personal capacity by the Jersey
Financial Services Commission.
Directorships in other public
listed companies:
CVC Credit Partners European
Opportunities Limited, M&G Credit
Income Investment Trust plc (both
London Stock Exchange).
Huw Evans
Huw Evans qualified as a Chartered
Accountant with KPMG (then Peat
Marwick Mitchell) in 1983. He
subsequently worked for three years
in the Corporate Finance department
of Schroders before joining Phoenix
Securities Limited in 1986. Over
the next twelve years he advised a
wide range of companies in financial
services and other sectors on
mergers and acquisitions and more
general corporate strategy. Since
moving to Guernsey in 2005, he
acted as a professional non-executive
Director of a number of Guernsey-
based companies and funds and
is currently chair of VinaCapital
Vietnam Opportunity Fund Limited.
He holds an MA in Biochemistry from
Cambridge University. He moved
back to the UK in 2023 and is now
UK resident.
Directorships in other public
listed companies:
VinaCapital Vietnam Opportunity
Fund Limited (London
Stock Exchange).
Annual Report and Audited Financial Statements 31 December 2024
19
Dimitri Goulandris
Dimitri established and runs The
Cycladic Group, founded in 2002
to invest capital on behalf of his
family and other investors. Cycladic
has invested in over 60 businesses
across the world, and the combined
revenues of companies controlled
by the Group total over $100 million.
Dimitri is also an active board member
of and investor in a number of other
businesses, and chairs Plain English
Finance Limited, Anemoi Marine
Technologies and Talk Education.
Dimitri previously established and
managed The Cycladic Catalyst
Fund, an investment fund focused
on publicly- quoted small cap
companies, and set up the European
operations of the private equity firm
Whitney & Company. He spent eight
years at Morgan Stanley in its private
equity group, structuring derivative
products and executing mergers and
acquisitions in New York and London.
Dimitri received a Master’s degree in
Electrical and Electronics Engineering
from Cambridge University and an
MBA from Harvard Business School.
Directorships in other public
listed companies:
None.
A number of the directors are also Non-Executive Directors of other listed funds. The Board notes that none of these
funds are trading companies and confirms that all Non-Executive Directors of the Company have sufficient time and
commitment, as evidenced by their attendance and participation at meetings, to devote to this Company.
Liad Meidar
Liad is Founder and Managing Partner
of Gatemore Capital Management
which he established in 2005. He
started Gatemore’s turnaround and
activist strategy in 2015 and is portfolio
manager of Gatemore Special
Opportunities Fund, launched in 2018
to house the strategy. In 2021, he
formed GVP Climate as a subsidiary
in partnership with its Chairman and
CIO, Brett Olsher, to invest in early-
stage clean technology companies.
Liad is currently a board member of
three Gatemore portfolio companies:
GSE Worldwide, Inc., a fully integrated
talent management and sports agency
where he is Chairman; Factorial,
Inc., developer of a breakthrough
solid-state battery technology; and
SurvivorNet, Inc., an oncology-
focused digital media and pharma
services company.
He received an AB in economics from
Princeton University and serves on the
Dean’s Advisory Council.
Directorships in other public
listed companies:
None.
Claire Whittet
Claire is a Guernsey resident with
over 40 years’ experience in banking
and finance. Following a degree in
Geography from Edinburgh University,
she started her career with Bank of
Scotland in lending and corporate
finance and on moving to Guernsey
joined Bank of Bermuda becoming
Global Head of Private Client Credit.
In 2003, she joined Rothschild and
Company Bank International as
Director of Lending and was latterly
Managing Director and Co-Head
before becoming a Non-Executive
Director in 2016, a role from which she
retired in 2023. Over the last 10 years,
she has held a variety of non-executive
directorships, including as Chair, and/
or Senior Independent Director, and
is an experienced non-executive
Director of both listed and PE funds.
Directorships in other public
listed companies:
Riverstone Energy Limited (London
Stock Exchange), Eurocastle
Investment Limited (Euronext).
THIRD POINT INVESTORS LIMITED
20
The Annual Report and Audited Financial Statements
have been properly prepared, in accordance with
applicable Guernsey law and accounting principles
generally accepted in the United States of America, and
are in agreement with the accounting records.
The Company
The Company was incorporated in Guernsey on 19 June
2007 as an authorised closed-ended investment scheme
and was admitted to a secondary listing (Chapter 14) on
the Official List of the London Stock Exchange (LSE) on 23
July 2007. The proceeds from the initial issue of Ordinary
Shares on listing amounted to approximately US$523
million. The Company was admitted to the Premium
Official List Segment of the LSE on 10 September 2018.
The Ordinary Shares of the Company are quoted on the
LSE in two currencies, US Dollars and Pounds Sterling.
The Company is a member of the Association of
Investment Companies (AIC).
Third Point Offshore Independent Voting
Company Limited
At the time of its listing, the Company adopted a share
structure which was common at that time, to mitigate the
risk of the Company losing its status as a “foreign private
issuer” under US securities laws.
The Company has two classes of shares in issue: (i)
Ordinary Shares which have economic and voting rights
and (ii) Class B Shares which have only voting rights.
The Company’s articles of incorporation provide that the
number of Class B Shares in issue shall be equal to 40
per cent of the aggregate number of Ordinary Shares and
Class B Shares in issue. Consequently, holders of Ordinary
Shares can exercise 60 per cent and holders of Class B
Shares can exercise 40 per cent of the voting power at
general meetings of the Company.
The Class B Shares are held by Third Point Offshore
Independent Voting Company Limited (“VoteCo”).
VoteCo has its own Board of Directors and is completely
independent of the Company and Third Point. The Board
of VoteCo is governed by VoteCo’s Memorandum and
Articles of Incorporation which provide that the votes
attaching to the Class B Shares shall be exercised
after taking into consideration the best interests of the
Company’s shareholders as a whole.
VoteCo is specifically excluded from voting from any of
the twelve Listing Rules Specified Matters, being those
matters in relation to which the Listing Rules require a
resolution to be passed only by holders of listed shares,
the most notable of which are:
any proposal to make a material change to the
investment policy
any proposal to approve the entry into a related
party transaction
the annual re-election of any non-independent director
At the time of the Company’s listing, it entered into a
Support and Custody Agreement with VoteCo under
which VoteCo agreed to hold the Class B Shares as
custodian for the Ordinary Shareholders and the Company
agreed to reimburse VoteCo for its running expenses.
Investment Objective and Policy
The Company’s investment objective is to provide
its Shareholders with consistent long-term capital
appreciation utilising the investment skills of Third Point
LLC (the “Investment Manager” or “Manager”). All of
the Company’s capital (net of short term working capital
requirements) is invested in shares of Third Point Offshore
Fund, Ltd (the “Master Fund”), an exempted company
formed under the laws of the Cayman Islands on 21
October 1996.
During the year, the Master Fund was a limited partner
of Third Point Offshore Master Fund L.P. (the “Master
Partnership”), an exempted limited partnership under
the laws of the Cayman Islands, of which Third Point
Advisors II L.L.C., an affiliate of the Investment Manager,
Strategic Report
The Directors submit their Annual Report, together with the Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes in Net Assets, Statement of
Cash Flows and the related notes of Third Point Investors Limited (the “Company”) for
the year ended 31 December 2024 (“Annual Report and Audited Financial Statements”).
Annual Report and Audited Financial Statements 31 December 2024
21
was the general partner. Third Point LLC was the
investment manager to the Company, the Master Fund
and the Master Partnership. The Master Fund and the
Master Partnership had the same investment objectives,
investment strategies and investment restrictions.
The Master Fund, the Master Partnership and the
TP Master Fund’s investment objective is to seek to
generate consistent long-term capital appreciation, by
investing capital in securities and other instruments in
select asset classes, sectors, and geographies, by taking
long and short positions. The Investment Manager’s
implementation of these investment policies is the main
driver of the Company’s performance. The Audited
Financial Statements of the Master Fund and the Audited
Financial Statements of the Master Partnership, should
be read alongside the Company’s Audited Financial
Statements, but do not form part of them.
On January 1, 2025, the Investment Manager initiated a
restructuring of its primary funds, including the Master
Partnership, and launched a new master fund, Third Point
Master Fund LP (“TP Master Fund”), a Cayman Islands
exempted limited partnership. As part of this restructuring,
the Master Partnership transferred substantially all of
its assets, including its Notes, to the TP Master Fund.
Following the transfer, the Master Partnership distributed
its capital back to the Master Fund. The Master Fund then
reinvested this capital into the TP Master Fund, acquiring
a direct interest in the TP Master Fund.
The Investment Manager identifies opportunities by
combining a fundamental approach to single security
analysis with a reasoned view on global, political and
economic events that shapes portfolio construction and
drives risk management.
The Investment Manager seeks to take advantage of
market and economic dislocations and supplements
its analysis with considerations of managing overall
exposures across specific asset classes, sectors, and
geographies by evaluating sizing, concentration, risk,
and beta, among other factors. The resulting portfolio
expresses the Investment Manager’s best ideas
for generating alpha and its tolerance for risk given
global market conditions. The Investment Manager is
opportunistic and often seeks a catalyst that will unlock
value or alter the lens through which the broad market
values a particular investment. The Investment Manager
applies aspects of this framework to its decision-making
process, and this approach informs the timing of each
investment and its associated risk.
The Company has substantially all of its holding in the
Master Fund share class YSP, for which the Company
has paid a management fee of 1.25% per annum. This
share class is subject to a 25% quarterly investor level
redemption gate.
Any Ordinary Shares bought for the Company’s account
(e.g. as part of the buyback programme) traded mid-month
will be purchased and held by the Master Partnership
until the Company is able to cancel the shares following
each month-end. Shares cannot be cancelled intra-month
because of legal and logistical factors. The Company and
the Master Partnership do not intend to hold any shares
longer than the minimum required to comply with these
factors, expected to be no more than one month.
Results and Share Buybacks
In April 2024, the Board announced a Redemption Offer
for Shareholders to tender up to 25% of their shares for
redemption at a 2% discount to NAV. The Redemption
Offer was taken up in full and approximately 6 million
shares valued at approximately $158 million were
redeemed and cancelled.
The Board originally adopted a share buyback programme
in September 2019 with share purchases being made
through the market at prices below the prevailing NAV
per share. The buyback programme was extended in
September 2023 with the order of a further $25 million
allocated to buybacks over the period to April 2024.
Share buybacks were suspended over the period of the
Redemption Offer but a further $20 million was allocated
to repurchase Shares in the period to 31 December 2024
if, in the Board’s view, it was in the best interests of the
Company and Shareholders to do so.
In the year from 1 January 2024 to 31 December 2024, the
total number of shares which were bought back was 1.1
million, with an approximate value of $24.7 million. The
average discount at which purchases were made was
23.1%. The buybacks effected during the year led to an
accretion to NAV per share of $0.35 cents.
Key performance indicators (KPIs)
At each Board meeting, the Board considers a number of
performance measures to assess the Company’s success
in achieving its objectives. The KPIs which have been
identified by the Board for determining the progress of the
Company are:
Net Asset Value (NAV);
Discount to the NAV;
Share price; and
Ongoing charges.
THIRD POINT INVESTORS LIMITED
22
Viability Statement
In accordance with principle 31 of the UK Corporate
Governance Code, published by the Financial Reporting
Council in July 2018 (“The Code”), the Directors have
assessed the prospects of the Company over the three
year period to 31 December 2027. The Directors consider
that three years is an appropriate period based on a
review of the Company’s investment horizon, anticipated
cash flows, management arrangements as well as the
liquidity of the Company’s investment in the Master Fund.
The Company’s performance and operations depend
upon the performance of the Master Fund and the
Directors, in assessing the viability of the Company, pay
particular attention to the risks facing the Master Fund.
The Directors acknowledge the two year notice period
to the Investment Manager serving notice under the
Management Agreement. To mitigate against this risk, the
Directors meet regularly with the Investment Manager to
review the Company’s performance, and closely monitor
the relationship with the Investment Manager.
In its assessment of the viability of the Company, the
Directors have carried out a robust assessment of the
principal risks facing the Company as set out in the
Directors’ Report.
Over the second half of the financial year, and continuing
into 2025, the Board and its advisers have carried out
a Strategy Review. As described in the Chairman’s
Statement, the Strategy Committee has identified a
compelling strategic option for the Company and is in
the advanced stages of diligence and negotiations on
this option.
In making the Viability Statement, the Board has assumed
that the steps required for the implementation of the new
strategy for the Company are approved by Shareholders
in due course and that the Company will continue into
the future.
On that basis, the Board has a reasonable expectation
that the Company will be able to continue in operation and
meet its liabilities as they fall due over the period to 31
December 2027.
Going Concern
The Master Fund Shares are converted to cash to meet
liabilities in respect of, for example, Company expenses
and the buyback programme, as they fall due. During the
year, Master Fund Shares were redeemed to satisfy the
Redemption Offer.
Over the second half of the financial year and continuing
into 2025, the Board and its advisers have carried out
a Strategy Review. As described in the Chairman’s
Statement, the Strategy Committee has identified a
compelling strategic option for the Company and is in
the advanced stages of diligence and negotiations on
this option.
In assessing whether the Company is a going concern,
the Board has assumed that the steps required for the
implementation of the new strategy for the Company are
approved by Shareholders in due course and that the
Company will continue into the future.
On that basis, after due consideration, and having made
due enquiry of the Investment Manager, the Directors
are satisfied that it is appropriate to continue to adopt the
going concern basis in preparing these Audited Financial
Statements for the period through 30 June 2026.
There were no other events during the financial year
outside the ordinary course of business which, in the
opinion of the Directors, may have had an impact on
the Annual Financial Statements for the year ended 31
December 2024.
Annual Report and Audited Financial Statements 31 December 2024
23
The likely consequences of any
decision in the long term.
In managing the Company, the aim of the Board and the Investment
Manager is always to ensure the long-term sustainable success of the
Company and, therefore, the likely long-term consequences of any
decision are a key consideration. In managing the Company during
the year under review, the Board acted in the way which it considered,
in good faith, would be most likely to promote the Company’s long-
term sustainable success and to achieve its wider objectives for
the benefit of Shareholders as a whole, having had regard to the
Company’s wider stakeholders and the other matters set out in
section 172 of the UK Companies Act.
The interests of the
Company’s employees.
The Company does not have any employees.
The need to foster the Company’s
business relationships with suppliers,
customers and others.
The Board’s approach is described under “Stakeholders” on the
following pages.
The impact of the Company’s
operations on the community and
the environment.
The Board’s approach is described under Environmental, Social and
Governance (ESG) Policies on the following pages.
The desirability of the Company
maintaining a reputation for high
standards of business conduct.
The Board’s approach is described under “Culture and Values” on the
following pages.
The need to act fairly as between
members of the Company.
The Board’s approach is described under “Stakeholders” on the
following pages.
Section 172 Report
Section 172 of the Companies Act 2006 (“UK Companies Act”) applies directly to UK
domiciled companies. Nonetheless, the intention of the AIC Code is that the matters
set out in Section 172 are reported on by all London listed investment companies,
irrespective of domicile, provided that this does not conflict with local company law.
Section 172 states that: A director of a company must act in the way he or she considers, in good faith, would be most
likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard
(amongst other matters) to the following:
THIRD POINT INVESTORS LIMITED
24
Culture and Values
The Directors’ overarching duty is to promote the success of the Company for the benefit of investors, with due
consideration of other stakeholders’ interests. The Company’s approach to investment is explained in the Investment
Manager’s Report. The Board applies various policies and practices to ensure that the Board’s culture is in line with
the Company’s purpose and strategy. The Directors aim to achieve a supportive business culture combined with
constructive challenge.
The Company has a number of policies and procedures in place to assist with maintaining a culture of good
governance including those relating to diversity, anti-bribery (including the acceptance of gifts and hospitality), tax
evasion, conflicts of interest, and dealings in the Company’s shares. The Board assesses and monitors compliance
with these policies regularly through Board meetings and the annual evaluation process. The Board seeks to appoint
the most appropriate service providers for the Company’s needs and evaluates the services on a regular basis and at
least annually through the Management Engagement Committee. The Board considers the culture of the Investment
Manager and other service providers through regular reporting and by receiving regular presentations as well as
through ad hoc interaction.
The Board also seeks to control the Company’s costs, thereby enhancing performance and returns for the Company’s
Shareholders. The Directors consider the impact on the community and environment. The Board and Investment
Manager work closely together in developing and monitoring the Company’s approach to Environmental, Social and
Governance matters.
Stakeholders
The Company is an externally managed investment company whose activities are all outsourced. It does not have any
employees. The Board has identified its key stakeholders, and how the Company engages with them, in the table below:
Stakeholder Key Considerations Engagement
Shareholders As an investment
company, the Company’s
Shareholders are, in
effect, both its owners and
its customers, seeking
investment returns from the
Company. A well-informed
and supportive Shareholder
base is crucial to the long-
term sustainability of the
Company. Understanding
the views and priorities of
Shareholders is, therefore,
fundamental to retaining
their continued support.
In considering
Shareholders, the Board’s
key considerations are:
Overall
investment returns;
Controlling the discount
at which shares trade to
net asset value; and
Control of costs.
A detailed explanation of the Company’s approach
is set out in the Director’s Report under Relations
with Shareholders.
The Board receives regular reports from the Investment
Manager and also independent reports from Jefferies
International Limited and Deutsche Numis Limited (the
“Corporate Brokers”) on relations with, and any views
expressed by, Shareholders.
Annual Report and Audited Financial Statements 31 December 2024
25
Stakeholder Key Considerations Engagement
Investment
Manager
Management of the
Company’s investment is
delegated to the Investment
Manager. Investment
performance is crucial to
the long-term success of
the Company.
The Board engages in regular, open and close
communication with the Investment Manager. It reviews
in detail the overall performance of the Company
and its underlying investment. The relationship
with and performance of the Investment Manager
is monitored and reviewed by the Management
Engagement Committee.
In setting investment management fees, the Board seeks
to achieve an appropriate balance between value for
money and an incentive to retain a strong and capable
portfolio management team along with supporting staff
and infrastructure.
Administrator
and Corporate
Secretary and
other key service
providers
The Administrator and
Corporate Secretary are key
to the effective running of
the Company.
The Company has a
number of other key
service providers, each
of which provides an
important service to the
Company and ultimately to
its Shareholders.
The Administrator and Corporate Secretary attend all
Board meetings.
The Management Engagement Committee undertakes
an annual review of the key service providers,
encompassing performance, level of service and cost.
Each provider is an established business and each is
required to have in place suitable policies to ensure
they maintain high standards of business conduct, treat
customers fairly, and employ corporate governance
best practices.
All bills and expense claims from suppliers are
paid in full, on time and in compliance with the
relevant contracts.
Environmental, Social and Governance (ESG) Policies
The Board regards proper and effective governance a high priority for the Company.
As an investment company, the Company has a limited direct impact on the environment or on society. The Board has
concluded specifically that climate change, including physical and transition risks, does not have a material impact on
the recognition and separate measurement considerations of the assets and liabilities of the Company in the financial
statements as at 31 December 2024, but recognises that climate change may have an effect on the investments held in
the Master Fund. The Board requires the Company’s service providers to have adopted and to follow appropriate ESG
policies and the Investment Manager assesses and monitors any climate change risk on the investments held in the
Master Fund.
The ESG policies of the Investment Manager are made up of the environmental, social, and governance factors
considered in the investment process and the ESG initiatives undertaken within the business itself.
The Investment Manager is a signatory to the United Nations Principles for Responsible Investment.
Investment Process
In 2020, Third Point started to incorporate ESG evaluation into certain of its investment strategies. The Investment
Manager’s process is designed to broadly identify ESG issues – both those that may create value and those likely to
destroy it – and, when appropriate, to consider whether to engage company management in discussion about these
topics. These standards are maintained through a four-step process – from pre-investment checklist to post-investment
tracking – overseen by the Head of ESG Engagement, who stays abreast of developments in the portfolio and in the
ESG community and engages with the investment team on ESG issues.
THIRD POINT INVESTORS LIMITED
26
Assessing Sustainability Risks
Sustainability risk refers to an environmental, social or
governance event or condition that, if it occurs, could
cause an actual or a potential material negative impact
on the value of an investment. The Investment Manager
therefore approaches sustainability risk analysis as
a process of identifying potential events that could
cause a material negative impact on the value of its
clients’ investments.
The Investment Manager considers environmental,
social, and governance events or conditions as part of the
investment process in areas where data availability allows
for analysis, with a focus on risks relating to governance
events or conditions. These are most relevant to the
Master Fund, given the Investment Manager’s history
of shareholder engagement. The Investment Manager
has implemented procedures to identify, manage and
monitor certain sustainability risks relating to governance
events including:
Identification: The Investment Manager has reviewed
the sustainability risks relating to governance events or
conditions which may cause a material negative impact
on the value of its clients’ investments, should those
risks occur.
Management: While the Investment Manager’s portfolio
managers and analysts are provided with information
on certain sustainability risks relating to governance
events or conditions, and are encouraged to take
such sustainability risks into account when making an
investment decision, sustainability risk would not by
itself prevent the Investment Manager from making
any investment. Instead, sustainability risk relating to
governance events or conditions forms part of the overall
risk management process, and is one of many risks which
may, depending on the specific investment opportunity,
be relevant to a determination of risk. However, the
Investment Manager does not apply any absolute risk
limits or risk appetite thresholds which relate exclusively
to sustainability risk relating to governance events or
conditions as a separate category of risk.
Monitoring: As part of ongoing monitoring, the
Investment Manager’s portfolio managers may at times
engage in Active Ownership. Active Ownership is the
process of communicating with issuers on governance
issues, with a view to monitor or influence governance
outcomes within the issuer.
Governance risks are associated with the quality,
effectiveness and process for the oversight of day-to-day
management of companies in which the Master Fund
may invest or otherwise have exposure to. Such risks
may arise in respect of the company itself, its affiliates or
in its supply chain. While not exhaustive, the below are
examples of the risks that the Investment Manager seeks
to assess:
Lack of diversity at board or governing body level:
the absence of a diverse and relevant skillset within
a board or governing body may result in less well-
informed decisions being made. The absence of an
independent chairperson of the board, particularly
where such role is combined with the role of chief
executive officer, may hamper the board’s ability to
exercise its oversight responsibilities, challenge and
discuss strategic planning and performance, input on
issues such as succession planning and executive
remuneration and otherwise set the board’s agenda.
Inadequate external or internal audit: ineffective or
otherwise inadequate internal and external audit
functions may increase the likelihood that fraud and
other issues within a company are not detected and/or
that material information used as part of a company’s
valuation and/or the Investment Manager’s investment
decision making is inaccurate.
Bribery and corruption: the effectiveness of a
company’s controls to detect and prevent bribery
and corruption both within the company and its
governing body and also its suppliers, contractors and
sub-contractors may have an impact on the extent
to which a company is operated in furtherance of its
business objectives.
Lack of scrutiny of executive pay: failure to align levels
of executive pay with performance and long-term
corporate strategy in order to protect and create value
may result in executives failing to act in the long-term
interest of the company.
Poor safeguards on personal data/IT security (of
employees and/or customers): the effectiveness
of measures taken to protect personal data of
employees and customers, and, more broadly, IT and
cybersecurity, will affect a company’s susceptibility
to inadvertent data breaches and its resilience
to “hacking.”
ESG within Third Point
The Investment Manager also endeavours to continuously
improve and expand upon its commitment to be a
responsible, sustainable, and healthy workplace. Since
its founding in 1995, it has promoted employee wellness,
training, and environmental sustainability, and in 2019
codified these values into its formal ESG policies.
These policies encompass an ongoing commitment to
developing best-in-class standards for environmental,
social, and governance practices. Below are some of the
highlights of the internal ESG activities and initiatives that
have been undertaken by the Investment Manager.
Environmental initiatives
Third Point’s reuse and recycling practices focus on
recycling plastics and paper; reducing container waste;
and promoting food sustainability.
Annual Report and Audited Financial Statements 31 December 2024
27
Third Point’s offices are located at 55 Hudson Yards,
which is part of the first neighbourhood in Manhattan
to receive the LEED-Gold certification, awarded
by the United States Green Building Council for its
green infrastructure, public transportation linkages,
and pedestrian-friendly community design. The
neighbourhood operates on a first-of-its-kind microgrid
with two cogeneration plants that saves 25,000 MT of
CO2 greenhouse gases (equal to the annual emissions of
5,100 cars) from being emitted annually.
Hudson Yards is a model for stormwater reuse with
rainfall collected from rooftops and public spaces and
stored in a 60,000-gallon tank in the platform that forms
the base of the neighbourhood. Stormwater is used to
irrigate the more than 200 mature trees and 28,000 plants
in the public park as well as in mechanical systems to
conserve drinking water, reducing stress on New York’s
sewer system.
Social Initiatives
The Investment Manager believes engaged human
capital management is essential for an asset manager, as
trained employees increasingly drive value in the data-
driven economy. The Investment Manager takes a long-
term view of employee evolution and invests in its people.
It is also committed to innovating and evolving to meet
future employee needs, particularly in areas where talent
is scarce, such as in data science and AI. Third Point is an
Equal Opportunity Employer and has adopted fair chance
hiring practices. The Investment Manager is committed
to the benefits of a diverse workforce in perspective and
background. Third Point offers internships to candidates
through SEO, an organisation that introduces historically
underrepresented students to financial services. It also
participates in industry initiatives to bring more women
into asset management via involvement with Girls Who
Invest. The organisation’s goal is to have 30% of the
world’s investable capital managed by women by 2030.
Philanthropy
Through the “Third Point Gives” programme, the
Investment Manager offers its employees multiple
opportunities to come together for service learning and
contribute financially to the community. Consistent with
Third Point values, Third Point Gives comprises three
core elements:
The Matching Gifts Programme seeks to encourage
charitable giving by Third Point employees with
matching eligible contributions up to $15,000 per
employee per calendar year.
The Individual Philanthropy Programme seeks to
empower Third Point employees to maximise their
impact on the issues they care about most by providing
opportunities to learn valuable techniques, strategies
and approaches to effective philanthropy.
The Team Philanthropy Programme seeks to
unlock the power of teamwork and collaboration
among Third Point employees to improve the
world around them through joint effort on a shared
philanthropic endeavour.
In 2020, Third Point launched an innovative Team
Philanthropy project in partnership with a non-profit
organisation, the Ladies of Hope Ministries (LOHM), an
organisation dedicated to helping previously incarcerated
women and their families re-integrate into society.
Third Point is not only donating personal philanthropic
capital from the CEO and many employees, but is also
offering intellectual expertise in areas such as marketing,
accounting, investing and legal services to help the
organisation scale more effectively.
Donor Advised Funds
In 2017, Third Point began to offer its employees a Donor
Advised Fund (DAF) structure. A DAF allows an employee
to set aside philanthropic capital in a structure that invests
the charitable funds in Third Point’s hedge funds until
the employee is prepared to allocate them to a non-profit.
This allows employees to make annual contributions to
a charitable foundation of their own, to have those funds
grow over time, and to develop a philosophy around
giving back.
Governance Initiatives
The Investment Manager strongly encourages good
governance practice at all its investee businesses through
formal and informal engagement. Each of Third Point’s
fund structures has an independent Board or Unaffiliated
Consultation Committee. All members of the Board of the
Company are independent of the Investment Manager.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
THIRD POINT INVESTORS LIMITED
28
Directors
The Directors of the Company as at the date of this Report
are as listed on pages 18 and 19 of this Annual Report.
Changes in the Directors serving during the year are
noted in the table below.
Directors’ Interests
Pursuant to an instrument of indemnity entered into
between the Company and each Director, the Company
has undertaken, subject to certain limitations, to
indemnify each Director out of the assets and profits of
the Company against all costs, charges, losses, damages,
expenses and liabilities arising out of any claims made
against them in connection with the performance of their
duties as a Director of the Company.
Rupert Dorey and his wife Rosemary Dorey held 25,000
shares between them as at 31 December 2024.
Huw Evans held 5,000 shares as at 31 December 2024.
Claire Whittet and her husband Martin Whittet held
2,500 shares as at 31 December 2024 through their joint
Retirement Annuity Trust Scheme (RATS).
Liad Meidar held 45,485,shares as at 31 December
2024 through Gatemore Special Opportunities Master
Fund Limited.
Corporate Governance
The Board is guided by the principles and
recommendations of the Association of Investment
Companies Code of Corporate Governance (“AIC Code”).
The AIC Code addresses all the principles set out in the
UK Corporate Governance Code (the “UK Code”), as well
as setting out additional principles and recommendations
on issues that are of specific relevance to investment
companies. The UK Financial Reporting Council (FRC) has
confirmed that investment companies which comply with
the AIC Code will be treated as meeting their obligations
under the UK Code and Section UKLR 6.6.6R(6) of the
Listing Rules.
The Board has determined that reporting against the
principles and recommendations of the AIC Code will
provide appropriate information to Shareholders. The
Company has complied with all the recommendations of
the AIC Code and the relevant provisions of the UK Code,
except as set out below.
The UK Code includes provisions relating to:
the role of the chief executive;
executive Directors’ remuneration; and
the need for an internal audit function.
The Board considers these provisions are not relevant
to the position of the Company, being an externally
advised investment company with no executive directors
or employees. The Company has therefore not reported
further in respect of these provisions.
The Company does not have employees, hence no
whistle-blowing policy is necessary. However, the Board,
through the Management Engagement Committee (MEC),
has satisfied itself that the Company’s service providers
have appropriate whistleblowing policies and procedures
and confirmation has been sought from the service
providers that nothing has arisen under those policies
and procedures which should be brought to the attention
of the Board. Furthermore, the MEC, on an annual basis,
ensures that service providers have appropriate anti
money laundering, disaster recovery and risk monitoring
policies in place.
The Code of Corporate Governance (the “Guernsey
Code”) provides a framework that applies to all entities
licensed by the Guernsey Financial Services Commission
(GFSC) or which are registered or authorised as a
collective investment scheme. Companies reporting
against the UK Code or the AIC Code are deemed to
comply with the Guernsey Code.
The Board confirms that, throughout the year covered in
the Audited Financial Statements, the Company complied
with the Guernsey Code, to the extent it was applicable
based upon its legal and operating structure and its
nature, scale and complexity.
The UK code is available on the FRC website www.frc.org.
uk and the AIC code on the AIC website www.theaic.co.uk.
Directors’ Report
Annual Report and Audited Financial Statements 31 December 2024
29
Board Structure
The Directors who served during the year are listed below. Ms. Whittet is the senior independent Director.
Name Position Independent Date Appointed
Richard Boléat Non-Executive Director Yes 1 March 2022
Rupert Dorey Non-Executive Chairman Yes 5 February 2019
Huw Evans Non-Executive Director Yes 21 August 2019
Dimitri Goulandris
1
Non-Executive Yes 23 April 2024
Vivien Gould
2
Non-Executive Director Yes 1 March 2022
Liad Meidar
1
Non-Executive Yes 23 April 2024
Joshua L Targoff
3
Non-Executive Director No 29 May 2009
Claire Whittet Non-Executive Director Ye s 27 April 2017
1
On 23 April 2024, the Board announced the appointment of Dimitri Goulandris and Liad Meidar as independent non-executive Directors.
2
Vivien Gould resigned from the Board with effect 10 January 2025.
3
Joshua Targoff did not stand for re-election to the Board at the AGM on 28 May 2024 and, consequently, ceased to be a Director on that date.
All Directors serving at the end of the year and at the date of this report are considered by the Board to be independent
of the Investment Manager.
Board Tenure and Succession Planning
As required by the AIC Code, every Director is subject to annual re-election by the Shareholders. Any directors
appointed to the Board since the previous AGM also retire and stand for election. The Independent Directors take the
lead in any discussions relating to the appointment or re-appointment of directors, initially through the Nomination and
Remuneration Committee and, when recruiting new directors, may use an independent recruitment firm.
Meeting Attendance Records
The table below lists Directors’ attendance at meetings during the year.
Name
Scheduled Board
Meetings Attended
Audit Committee
Meetings Attended
Richard Boléat 4 of 4 4 of 4
Rupert Dorey
1
4 of 4 n/a
Huw Evans 4 of 4 4 of 4
Dimitri Goulandris
2
2 of 4 2 of 4
Vivien Gould
3
4 of 4 4 of 4
Liad Meidar
2
2 of 4 2 of 4
Joshua L Targoff
4
1 of 4 n/a
Claire Whittet 4 of 4 4 of 4
1
Mr. Dorey is not a member of the Audit Committee.
2
On 23 April 2024, the Board announced the appointment of Dimitri Goulandris and Liad Meidar as independent non-executive Directors.
3
Ms. Gould resigned from the Board with effect 10 January 2025.
4
Joshua Targoff did not stand for re-election to the Board at the AGM on 28 May 2024 and, consequently, ceased to be a Director on that date.
A number of other ad hoc meetings of the Board were held during the year which were attended by those Directors
who were available at the time.
THIRD POINT INVESTORS LIMITED
30
Committees of the Board
Nomination and Remuneration Committee
The AIC Code requires the Company to appoint Nomination, Remuneration and Management Engagement
Committees and the independent directors of the Board act as these committees. The Nomination and Remuneration
Committee considers the composition of, and recruitment to, the Board. When determining remuneration levels of the
Directors, the Committee takes into account market practice, peer group statistics and the requirements of the role.
Vivien Gould was Chair of the Nomination and Remuneration Committee until her resignation from the Board and Claire
Whittet was appointed Chair of the Nomination and Remuneration Committee with effect from 10 February 2025.
Before the commencement of any recruitment process, the Nomination and Remuneration Committee evaluate
the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepare a
description of the role and capabilities required for a particular appointment. Appointments to the Board will continue
to be based on the individual’s skills, experience and character, and will always be based on merit. New Directors
receive an induction from the Investment Manager on joining the Board, and all Directors undertake relevant training
as necessary.
The Company annually reviews its policy on the structure, size and composition of the Board. The Board is cognisant of
the recommendations of the Parker Review in relation to targets for ethnic diversity, the FTSE Women Leaders Review
in relation to targets for women on boards and the new FCA Listing Rules requirements on board diversity targets,
which require companies to report against the following:
At least 40% of individuals on the Board are women;
At least one senior Board position is held by a woman; and
At least one individual on the Board is from a minority ethnic background
As an externally managed investment trust, with no Chief Executive Officer or Chief Financial Officer, the Board
considers that the Chair of the Company, the Senior Independent Director and the Chair of the Audit Committee to be
senior positions. The role of Senior Independent Director is held by a woman, Claire Whittet.
As at 31 December 2024, the Company did not meet the target of at least 40% of the individuals on its board of
directors being women, nor at least one individual on its board of directors being from a minority ethnic background.
During the year, the Company appointed Mr. Goulandris and Mr. Meidar as directors specifically to sit on the Strategy
Committee alongside Mr. Boléat. The Strategy Review has required a very particular skill set, including experience in
markets, mergers and acquisitions and asset management, which Mr. Goulandris and Mr. Meidar possess. The Board
envisages that, on completion of the Strategy Review and after consideration of its recommendations and the initiation
of any appropriate steps for implementation, the composition and size of the Board will be reviewed. As succession
planning of the Board progresses, the Company will seek to achieve the requirements on board diversity targets.
Gender identity
Number of
Board Members
Percentage of
the Board
Number of
senior positions
on the Board
Men 5 71.4% 2
Women 2 28.6% 1
Ethnic background
Number of
Board Members
Percentage of
the Board
Number of
senior positions
on the Board
White British or other White (including minority-white Groups) 7 100% 3
Management and Engagement Committee
The function of the Management Engagement Committee is to ensure that the Company’s management agreement
is competitive and reasonable for the Shareholders, along with the Company’s agreements with all other third party
service providers (other than the external auditors). The Committee also reviews annually the performance of the
Investment Manager with a view to determining whether to recommend to the Board that the Investment Manager’s
mandate be renewed, subject to the specific notice period requirement of the agreement. The other third party
Annual Report and Audited Financial Statements 31 December 2024
31
service providers are also reviewed on an annual
basis. Richard Boléat is Chairman of the Management
Engagement Committee.
Audit Committee
The Company’s Audit Committee conducts formal
meetings at least three times a year. Its functions
include monitoring the Company’s internal control and
risk management systems, oversight of the relationship
with the External Auditor, including consideration of the
appointment, independence, effectiveness of the audit,
and remuneration of the auditors, and to review and
recommend the Annual Report and audited financial
statements, and the Interim Report and unaudited
condensed interim financial statements to the Board of
Directors. Huw Evans is Chairman of the Audit Committee.
Strategy Committee
The Board announced in April 2024 the formation of a
Strategy Committee comprised of Dimitri Goulandris
(Chairman), Liad Meidar and Richard Boléat. This
Committee is responsible for conducting a full review
to consider how the Company may best deliver value
to Shareholders going forward, and for subsequently
presenting its findings to the Board for consideration. The
Committee has been evaluating strategic options with the
assistance of Jefferies International Limited, who were
appointed joint corporate broker alongside Deutsche
Numis in December 2024. The Committee currently
expects to be able to recommend to the Board that it puts
forward its proposals to shareholders in May 2025.
Senior Independent Director
Claire Whittet is the Senior Independent Director.
Directors’ Duties and Responsibilities
The Directors have adopted a set of Reserved Powers,
which establish the key purpose of the Board and detail
its major duties. These duties cover the following areas
of responsibility:
Statutory obligations and public disclosure;
Strategic matters and financial reporting;
Board composition and accountability to Shareholders;
Risk assessment and management, including reporting,
compliance, monitoring, governance and control; and
Other matters having material effects on the Company.
These Reserved Powers of the Board allow the Directors
to discharge their fiduciary responsibilities and provide
a set of parameters for measuring and monitoring the
effectiveness of their actions.
The Directors are responsible for the overall management
and direction of the affairs of the Company. The Company
has no Executive Directors or employees. The Company
invests all of its assets in shares of the Master Fund
and Third Point LLC (the “Investment Manager”) acts
as Investment Manager to the Master Fund and is
responsible for the discretionary investment management
of the Master Fund’s investment portfolio under the terms
of the Master Fund Prospectus.
Northern Trust International Fund Administration
Services (Guernsey) Limited acts as Administrator
(the “Administrator” or “NT”) and Company Secretary
and is responsible to the Board under the terms of the
Administration Agreement. The Administrator is also
responsible to the Board for ensuring compliance with
the Rules and Regulations of The Companies (Guernsey)
Law, London Stock Exchange listing requirements and
observation of the Reserved Powers of the Board and in
this respect the Board receives detailed quarterly reports.
The Directors have access to the advice and services of
the Company Secretary who is responsible to the Board
for ensuring that Board procedures are followed and that
it complies with applicable rules and regulations of The
Companies (Guernsey) Law, the GFSC and the London
Stock Exchange. Individual Directors may, at the expense
of the Company, seek independent professional advice on
any matter that concerns them in the furtherance of their
duties. The Company maintains appropriate Directors’
and Officers’ liability insurance in respect of legal
action against its Directors on an ongoing basis and the
Company has maintained appropriate Directors’ Liability
Insurance cover throughout the year.
The Board is also responsible for safeguarding the assets
of the Company and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Internal Control and Financial Reporting
The Directors acknowledge that they are responsible for
establishing and maintaining the Company’s system of
internal control and reviewing its effectiveness. Internal
control systems are designed to manage rather than
eliminate the failure to achieve business objectives and
can only provide reasonable but not absolute assurance
against material misstatements or loss.
The Directors review all controls including operations,
compliance and risk management. The key procedures
which have been established to provide internal control are:
Investment advisory services are provided by the
Investment Manager. The Board is responsible
for setting the overall investment policy, ensuring
compliance with the Company’s Investment Strategy
and monitoring the action of the Investment Manager
and Master Fund at regular Board meetings. The
Board has also delegated administration and company
secretarial services to the Administrator; however, it
retains accountability for all functions it has delegated;
The Board considers the process for identifying,
evaluating and managing any significant risks faced
THIRD POINT INVESTORS LIMITED
32
by the Company on an on-going basis. It seeks to
ensure that effective controls are in place to mitigate
these risks and that a satisfactory compliance regime
exists to ensure all local and international laws and
regulations are upheld;
The Board clearly defines the duties and
responsibilities of its agents and advisors and
appointments are made by the Board after due and
careful consideration. The Board monitors the ongoing
performance of such agents and advisors;
The Investment Manager and NT maintain their own
systems of internal control, on which they report to the
Board. The Company, in common with other investment
companies, does not have an internal audit function.
The Audit Committee has considered the need for
an internal audit function, but because of the internal
control systems in place at the Investment Manager
and NT, has decided it appropriate to place reliance on
their systems and internal control procedures; and
The systems are designed to ensure effectiveness and
efficient operation, internal control and compliance
with laws and regulations. In establishing the systems
of internal control, regard is paid to the materiality of
relevant risks.
Board Performance
During the year ending December 2024, the Board
evaluated the performance of the Board, Committees
and individual Directors using a structured questionnaire
without recourse to an external facilitator.
Management of Principal Risks
and Uncertainties
In considering the risks and uncertainties facing the
Company, the Audit Committee reviews regularly a matrix
which documents the principal and emerging risks and
reports its findings to the Board.
This discipline is in accordance with the Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting, published by the FRC and has been
in place for the year under review and up to the date of
approval of the Audited Financial Statements.
The risk matrix document considers the
following information:
Reviewing the risks faced by the Company and the
controls in place to address those risks;
Identifying and reporting changes in the
risk environment;
Identifying and reporting changes in the operational
controls; and
Identifying and reporting on the effectiveness of
controls and remediation of errors arising.
The Directors have acknowledged they are responsible
for establishing and maintaining the Company’s system
of internal control and reviewing its effectiveness by
focusing on four key areas:
Consideration of the investment advisory services
provided by the Investment Manager;
Consideration of the process for identifying, evaluating
and managing any significant current and emerging
risks faced by the Company on an ongoing basis;
Clarity around the duties and responsibilities of the
agents and advisors engaged by the Directors; and
Reliance on the Investment Manager and Administrator
maintaining their own systems of internal controls.
Further discussion on Internal Control is documented under
“Internal Control and Financial Reporting” set out above.
The risk matrix considers all the significant risks to which
the Company has been exposed during the financial year
and, from these, the Directors paid particular attention to
the following principal risks and uncertainties:
Discount to the NAV. The Board monitors the discount
to NAV and maintains regular contact with the
Investment Manager and Corporate Brokers to assess
the market for the Company’s shares. In addition,
the Investment Manager, Corporate Brokers and the
Directors maintain regular contact with significant
Shareholders in the Company. In April 2024, the Board
announced a Redemption Offer for Shareholders to
tender up to 25% of their shares for redemption at
a 2% discount to NAV. The Redemption Offer was
taken up in full and approximately 6 million shares
valued at approximately $158 million were redeemed
and cancelled;
Shareholder relations. The Board monitors key
shareholder reports provided by the Corporate Brokers at
each Board Meeting. The Investment Manager prepares
monthly updates on behalf of the Master Fund and
maintains the Company website. The Board receives
quarterly reports from the Corporate Brokers and the
Investment Manager on the major shareholdings.
The Board and the Investment Manager’s investor
relations personnel have continued its policy of active
engagement with shareholders over the year;
Valuation of investments. The valuation of the
Company’s investment in the Master Fund is confirmed
by the Administrator of the Master Fund, is checked by
the Investment Manager and is reviewed as part of the
Company’s annual audit. The Board makes enquiries
of the Investment Manager to satisfy itself that there
are satisfactory controls in place over the valuation
processes within the Master Fund and the Master
Partnership. The accounts of the Master Fund and the
Master Partnership are both subject to annual audit
Concentration of the Investor Base. The Directors
receive quarterly reports on the shareholder base
Annual Report and Audited Financial Statements 31 December 2024
33
from the Corporate Brokers and there is regular
communication between the Directors and the
Corporate Brokers to identify any significant changes in
the share register;
Underlying investment performance of the Master
Fund. The Directors receive monthly updates from the
Investment Manager on the performance of the Master
Fund and review the detailed performance at quarterly
Board Meetings;
Geopolitical and economic risk. The Investment
Manager monitors local and international risks and
adjusts the portfolio of investments in the Master
Fund accordingly;
Liquidity of shares in the Master Fund. The Company
relies on the redemption of shares in the Master Fund
in order to meet its monthly expenses and share
buybacks. The Directors receive reports from the
Administrator each month as this takes place; and
Performance of the Investment Manager. Through
the MEC, the Directors review the performance of
the Investment Manager on an annual basis. Daniel
Loeb is CEO and CIO of the Investment Manager and
his continuing involvement is a critical element of
its success.
It is expected that the principal risks and uncertainties
listed above will apply to the Company for a minimum of
the next six months. However, if the recommendations of
the Strategy Review are approved by shareholders, it is
expected that the risk profile of the Company will change
over time and new principal risks and uncertainties
may emerge.
Significant Events
On 2 April 2024, the Board announced a Redemption Offer
for Shareholders to tender up to 25% of their shares for
redemption at a 2% discount to NAV. The Redemption Offer
was taken up in full and was completed in June 2024.
On 23 April 2024, the Board announced the appointment
of Dimitri Goulandris and Liad Meidar as independent
non-executive Directors.
Josh Targoff did not stand for re-election to the Board at the
AGM on 28 May 2024 and, consequently, ceased to be a
Director on that date.
On 11 December 2024, the Board announced the
appointment of Jefferies International Limited as joint
corporate broker, alongside Deutsche Numis.
There were no other events outside the ordinary course of
business which, in the opinion of the Directors, may have
had an impact on the Audited Financial Statements for the
year ended 31 December 2024.
Relations with Shareholders
The Board welcomes Shareholders’ views and places great
importance on communication with its Shareholders. The
Board receives regular reports on the views of Shareholders
and the Chairman and other Directors are available to meet
Shareholders. Shareholders who wish to communicate
with the Board should, in the first instance contact the
Administrator, whose contact details can be found on
the Company’s website (www.thirdpointlimited.com). The
Annual General Meeting (AGM) of the Company provides a
forum for Shareholders to meet and discuss issues with the
Directors of the Company. The seventeenth AGM was held
on 28 May 2024 with all proposed resolutions being passed
by the Shareholders.
International Tax Reporting
For the purposes of the US Foreign Account Tax Compliance
Act (FATCA), the Company is registered with the US Internal
Revenue Services (IRS) as a Guernsey reporting Foreign
Financial Institution (FFI). The Company has received a
Global Intermediary Identification Number and can be found
on the IRS FFI list.
The Common Reporting Standard (CRS) is a global standard
for the automatic exchange of financial account information
developed by the Organisation for Economic Co-operation
and Development (OECD), which has been adopted by
Guernsey and which came into effect on 1 January 2016.
The Board has taken the necessary action to ensure that
the Company is compliant with Guernsey regulations and
guidance in this regard.
Criminal Finances Act 2017
In respect of the UK Criminal Finances Act 2017 which
introduced a new corporate criminal offence (CCO) of
‘failing to take reasonable steps to prevent the facilitation of
tax evasion’, the Board confirms that it is committed to zero
tolerance towards the criminal facilitation of tax evasion.
The Board also keeps under review developments involving
other social, environmental and regulatory matters and will
report on those to the extent they are considered relevant to
the Company’s operations.
THIRD POINT INVESTORS LIMITED
34
Significant Shareholdings
As at 2 April 2025, the Company had been notified that the following had significant shareholdings in excess of 5% in
the Company:
Name Total Shares Held % Holdings in Class
Goldman Sachs Securities (Nominees) Limited 4,238,739 24.29%
Chase Nominees Limited 2,080,126 11.92%
Vidacos Nominees Limited 1,976,354 11.33%
BBHISL Nominees Limited 1,241,354 7.11%
Lawshare Nominees Limited 943,176 5.41%
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
Annual Report and Audited Financial Statements 31 December 2024
35
The Directors are responsible for preparing the Audited
Financial Statements in accordance with applicable
Guernsey Law and accounting principles generally
accepted in the United States of America. Guernsey
Company Law requires the Directors to prepare financial
statements for each financial period which give a true and
fair view of the state of affairs of the Company and of the
net income or expense of the Company for that year.
In preparing these Audited Financial Statements the
Directors should:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are reasonable
and prudent;
state whether the applicable accounting standards
have been followed subject to any material departures
disclosed and explained in the Audited Financial
Statements; and
prepare the Audited Financial Statements on a going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the Company
and to enable them to ensure that the Audited Financial
Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for the system of internal
controls, safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors have responsibility to confirm that:
there is no relevant audit information of which the
Company’s Auditor is unaware and each Director
has taken all the steps he/she ought to have taken
as a Director to make himself aware of any relevant
information and to establish that the Company’s
Auditor is aware of that information;
this Annual Report and Audited Financial Statements
have been prepared in accordance with accounting
principles generally accepted in the United States of
America and give a true and fair view of the financial
position of the Company;
this Annual Report and Audited Financial
Statements, taken as a whole, are fair, balanced and
understandable and provide information necessary
for the Shareholders to assess the Company’s
performance, business model and strategy; and
this Annual Report and Audited Financial Statements
include information detailed in the Directors’ Report,
the Investment Manager’s Review and Notes to the
Audited Financial Statements, which provide a fair
review of the information required by:
a) DTR 4.1.8 of the Disclosure Guidance and
Transparency Rules (“DTR”), being a fair review
of the Company business and a description of
the principal risks and uncertainties facing the
Company; and
b) DTR 4.1.11 of the DTR, being an indication of
important events that have occurred since the
ending of the financial year and the likely future
development of the Company.
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
Statement of Directors’ Responsibilities in Respect
of the Audited Financial Statements
THIRD POINT INVESTORS LIMITED
36
The Board has prepared this report as part of its framework for corporate governance which, as described in the
Directors’ Report, enables the Company to comply with the main requirements of the UK Corporate Governance Code
published by the Financial Reporting Council.
An ordinary resolution for the approval of this Report will be put to the Shareholders at the forthcoming AGM.
Remuneration Committee
The Board has appointed a Nomination and Remuneration Committee and the independent directors act as this
committee. Vivien Gould was Chair of the Nomination and Remuneration Committee until her resignation from the
Board on 10 January 2025 and Claire Whittet was appointed Chair of the Nomination and Remuneration Committee
with effect from 10 February 2025. The Committee considers the composition of and recruitment to the Board, taking
into account market practice, peer group statistics and the requirements of the role when determining remuneration
levels of the Directors.
Remuneration Policy
The Company’s policy is that the fees payable to the Directors should reflect the time spent by the Directors on the
Company’s affairs and the responsibilities borne by the Directors be sufficient to attract, retain and motivate directors
of quality required to run the Company successfully. Fees for the Directors are determined by the Board within the
limits approved by shareholders. The maximum limit currently is £500,000 in aggregate per annum. Directors’ fees are
reviewed annually, although such a review will not necessarily result in any changes to the rates, and account is taken
of fees paid to directors of comparable companies.
Directors are entitled to be reimbursed for any reasonable expenses properly incurred by them in connection with the
performance of their duties and attendance at board and general meetings and committee meetings.
There are no long-term incentive schemes provided by the Company and no performance fees are paid to Directors.
Directors do not have service contracts with the Company. Each Director is appointed by a letter of appointment which
sets out the main terms of their appointment. Director appointments can also be terminated in accordance with the
Company’s Articles of Association. Should Shareholders vote against a Director standing for re-election, the Director
affected will not be entitled to any compensation.
Component Parts of the Directors’ Remuneration
Year ended
31 December
2024
£
Year ended
31 December
2023
£
Chairman’s base fee 76,000 76,000
Non-Executive Director base fee 48,000 48,000
Additional fee for the Senior Independent Director 3,000 3,000
Additional fee for the Chairman of the Audit Committee 9,000 9,000
Additional fee for the Chairman of the Management Engagement Committee 3,000 3,000
Additional fee for the Chairman of the Nomination and Remuneration Committee 3,000 3,000
Additional fee for the Chairman of the Strategy Committee 3,000 N/A
Directors’ Remuneration Report
Annual Report and Audited Financial Statements 31 December 2024
37
It is the Company’s policy that the Chairman, Senior Independent Director and Chairman of the Committees be paid
higher fees to reflect their additional responsibilities.
Prior to the year end, the Nomination and Remuneration Committee carried out a review of the level of fees. Directors’
fees were last increased in January 2022. Following the annual review, which included reviewing Directors’ fees against
those of the Company’s peer group of investment companies, supported by a review of published research by Nurole
Limited and Trust Associates Limited, it was concluded that there would be no increase in Directors’ fees at that time.
Directors’ fees
The fees payable by the Company in respect of each of the Directors who served during 2024 and 2023, were as follows:
2024
£
2023
£
Richard Boléat (Management Engagement Committee Chairman) 51,000 51,000
Rupert Dorey (Chairman) 76,000 76,000
Dimitri Goulandris (Strategy Committee Chairman) 32,032 -
Huw Evans (Audit Committee Chairman) 57,000 57,000
Vivien Gould
1
(Chair of Nomination and Remuneration Committee) 51,000 51,000
Liad Meidar 30,148 -
Joshua L Targoff
2
- -
Claire Whittet (Senior Independent Director) 51,000 51,000
Total 348,180 286,000
USD equivalent US$453,965 US$356,091
1
Vivien Gould resigned from the Board with effect 10 January 2025.
2
As a non-independent Director and as a Partner of the Investment Manager Joshua L Targoff waived his Directors’ fee.
Performance
The financial highlights on page 5 detail the share price returns over the year.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Huw Evans
Director
16 April 2025
THIRD POINT INVESTORS LIMITED
38
On the following pages, we present the Audit Committee (the “Audit Committee”)
Report for the year ended 31 December 2024, setting out the Audit Committee’s
structure and composition, principal duties and key activities during the year.
As in previous years, the Audit Committee has reviewed the Company’s financial reporting, the independence and
effectiveness of the independent auditor, and the internal control and risk management systems of service providers.
The Board is satisfied that for the year under review and thereafter the Audit Committee has recent and relevant
commercial and financial knowledge.
Structure and Composition
The Audit Committee is chaired by Huw Evans, and during the year, its other members were Richard Boléat, Dimitri
Goulandris, Vivien Gould, Liad Meidar and Claire Whittet. The Audit Committee operates within clearly defined terms
of reference.
The Audit Committee Terms of Reference provide that appointments to the Audit Committee shall be for a period of
up to three years, which may be extended for two further three year periods, and thereafter annually, provided that the
Director whose appointment is being considered remains an Independent Director for the period of extension.
The tenure of the current members of the Committee is set out below.
Name of Audit Committee Member
Date of Appointment
to Audit Committee Next Date for Review
Richard Boléat 1 March 2022 March 2028
Dimitri Goulandris 23 April 2024 April 2027
Huw Evans 28 August 2019 August 2025
Vivien Gould 1 March 2022 N/A
1
Liad Meidar 23 April 2024 April 2027
Claire Whittet 27 April 2017 April 2026
1
Vivien Gould resigned from the Audit Committee and the Board with effect 10 January 2025.
The Audit Committee conducts formal meetings at least three times a year. The table on page 29 sets out the number
of Audit Committee meetings held during the year ended 31 December 2024 and the number of such meetings
attended by each committee member. The Independent Auditor is invited to attend those meetings at which the
annual and interim reports are considered. The Independent Auditor and the Audit Committee will meet together
without representatives of either the Administrator or Investment Manager being present if either considers this to
be necessary.
Principal Duties
The role of the Audit Committee includes:
monitoring the integrity of the published financial statements of the Company;
keeping under review the consistency and appropriateness of accounting policies on a year to year basis. Satisfying
itself that the annual accounts, the interim statement of financial results and any other major financial statements
issued by the Company follow generally accepted accounting principles in the United States of America and, in
respect of the annual accounts, give a true and fair view of the Company and any associated undertakings’ affairs;
matters raised by the external auditors about any aspect of the accounts or of the Company’s control and audit
procedures are appropriately considered and, if necessary, brought to the attention of the Board for resolution;
Report of the Audit Committee
Annual Report and Audited Financial Statements 31 December 2024
39
monitoring and reviewing the quality and effectiveness
of the independent auditors and their independence;
considering and making recommendations to
the Board on the appointment, reappointment,
replacement and remuneration of the Company’s
independent auditor;
monitoring and reviewing the internal control and risk
management systems of the Company and its service
providers; and
considering at least once a year whether there is a
need for an internal audit function.
The complete details of the Audit Committee’s formal
duties and responsibilities are set out in the Audit
Committee’s terms of reference, which can be obtained
from the Company’s website.
Independent Auditor
The Audit Committee is also the forum through which
the independent auditor (the “auditor”) reports to the
Board of Directors. The objectivity of the auditor is
reviewed by the Audit Committee which also reviews the
terms under which the auditor is appointed to perform
non-audit services. The Audit Committee reviews the
scope and results of the audit, its cost effectiveness and
the independence and objectivity of the auditor, with
particular regard to non-audit fees. The Audit Committee
has established pre-approval policies and procedures for
the engagement of Ernst & Young LLP to provide non-
audit services. The Audit Committee considers Ernst &
Young LLP to be independent of the Company.
Ernst & Young LLP has been the independent auditor
from the date of the initial listing on the London
Stock Exchange.
The audit fees proposed by the auditors each year are
reviewed by the Audit Committee taking into account the
Company’s structure, operations and other requirements
during the year and the Audit Committee makes
recommendations to the Board.
Non-audit fees were paid to Ernst & Young LLP during
the year in respect of the interim review of the Company’s
condensed accounts to 30 June 2024.
Evaluations or Assessments Made During
the Year
The following sections discuss the assessments made by
the Audit Committee during the year:
Significant Areas of Focus for the
Financial Statements
The Audit Committee’s review of the interim and
annual financial statements focused on the valuation
of the Company’s investment in the Master Fund.
This represents substantially all the net assets of the
Company and as such is the biggest factor in relation
to the accuracy of the Audited Financial Statements.
The holding in the Master Fund has been confirmed
with the Company’s Administrator and the Master Fund.
This investment has been valued in accordance with
the Accounting Policies set out in Note 3 to the Audited
Financial Statements. The Audit Committee has reviewed
the Financial Statements of the Master Fund and their
Accounting Policies and determined the fair value of the
investment as at 31 December 2024 is reasonable. The
Financial Statements of the Master Fund and the Master
Partnership for the year ended 31 December 2024 were
audited by Ernst & Young LLP in the US who issued an
unmodified audit opinion dated 20 March 2025.
Effectiveness of the Audit
The Audit Committee had formal meetings with Ernst &
Young LLP during the course of the year: 1) before the
start of the audit to discuss formal planning, discuss any
potential issues and agree the scope that will be covered
and 2) after the audit work was concluded to discuss any
significant matters arising.
The Board considered the effectiveness and
independence of Ernst & Young LLP by using a number of
measures, including but not limited to:
the audit plan presented to them before the start of
the audit;
the audit results report including where appropriate,
explanation for any variations from the original plan;
changes to audit personnel;
the auditor’s own internal procedures to identify threats
to independence;
feedback from both the Investment Manager and the
Administrator; and
confirmation from Ernst & Young LLP on their
independence as additional comfort for the
Audit Committee.
Further to the above, at the point of substantial conclusion
of the 2024 audit, the Audit Committee performed a
specific evaluation of the performance of the independent
auditor. This is supported by the results of questionnaires
completed by the Audit Committee covering areas such
as quality of audit team, business understanding, audit
approach and management.
There were no adverse findings from this evaluation.
Under the Crown Dependency rules, ethical standards
require the Board to consider the outsourcing of any
non-audit services such as interim review, tax compliance,
tax structuring, private letter rulings, accounting advice,
quarterly reviews and disclosure on an annual basis.
Although the review of the Interim Report and Unaudited
Condensed Interim Financial Statements is deemed
to be a non-audit service, the Board considers it most
appropriate for the external auditors to carry out this
review. The budget for the annual audit and interim review
THIRD POINT INVESTORS LIMITED
40
work carried out by Ernst & Young LLP was pre-approved
by the Audit Committee.
Audit fees and Safeguards on Non-Audit Services
The table below summarises the remuneration payable
by the Company to Ernst & Young LLP during the years
ended 31 December 2024 and 31 December 2023.
2024
£
Total
2023
£
Total
Audit Services 140,000 95,000
Non-audit Services – interim
review and UK reporting fund
status services
1
60,000 62,316
1
There was no UK reporting fund status service fee charged for 2024.
The 2023 amount in the table above includes a UK reporting fund status
service fee of £7,316.
Audit Tender
It is best practice, as well as a legal requirement for public
companies in the UK, that the audit of the Company is
put out to tender at least every 10 years. Consequently,
during 2021 the Audit Committee invited each of the big
four accounting firms (including Ernst & Young LLP as
the current auditor) to participate in a tender. With the
exception of Ernst & Young LLP, the other firms declined
to participate on the basis that they would not want to
audit a feeder fund, such as the Company, if they did not
also audit the Master Fund. The Board subsequently
wrote to the Board of the Master Fund, which is domiciled
in the Cayman Islands where there are no requirements to
rotate auditors, requesting that if the Board of the Master
Fund were to consider carrying out a tender of its audit,
the Company would also like to participate in the process.
Internal Control
The Audit Committee has examined the need for an
internal audit function. The Audit Committee considered
that the systems and procedures employed by the
Investment Manager and the Administrator, including
their internal audit functions, provided sufficient
assurance that a sound system of internal control, which
safeguards the Company’s assets, has been maintained.
An internal audit function specific to the Company is
therefore considered unnecessary.
The Audit Committee has requested and received SOC1
or equivalent reports such as service provider assessment
reports from the Company’s Administrator and Master
Fund’s Administrators to enable it to fulfil its duties under
its terms of reference. Representatives of the auditors,
Investment Manager and the Administrator attend the
Audit Committee meetings as a matter of practice and
presentations are made by those attendees as and
when required.
Conclusion and Recommendation
After reviewing various reports such as the operational
and risk management framework and performance
reports from management, liaising where necessary with
Ernst & Young LLP, and assessing the significant areas of
focus for financial statement issues listed on page 39, the
Audit Committee is satisfied that these Audited Financial
Statements appropriately address the critical judgements
and key estimates (both in respect to the amounts
reported and the disclosures).
The Audit Committee is also satisfied that the significant
assumptions used for determining the value of assets and
liabilities have been appropriately scrutinised, challenged
and are sufficiently robust.
The Independent Auditor reported to the Audit Committee
that no material misstatements were found in the
course of its work. Furthermore, both the Investment
Manager and the Administrator confirmed to the Audit
Committee that they were not aware of any material
misstatements including matters relating to presentation.
The Audit Committee confirms that it is satisfied that the
Independent Auditor has fulfilled its responsibilities with
diligence and professional scepticism.
Consequent to the review process on the effectiveness
of the independent audit and the review of audit services,
the Audit Committee has recommended that Ernst &
Young LLP be reappointed for the coming financial year.
Ernst & Young LLP has been the auditor of the Company
since its incorporation in 2007 and the current audit
partner is Chris Matthews who is in his second year in
the role.
For any questions on the activities of the Audit Committee
not addressed in the foregoing, a member of the Audit
Committee will attend each Annual General Meeting to
respond to such questions.
Huw Evans
Audit Committee Chairman
16 April 2025
Annual Report and Audited Financial Statements 31 December 2024
41
INDEPENDENT AUDITOR’S REPORT
THIRD POINT INVESTORS LIMITED
42
Independent Auditor’s Report to the Members of
Third Point Investors Limited
Opinion
We have audited the financial statements of Third Point Investors Limited (the “Company”) for the year ended 31
December 2024 which comprise the Statement of Assets and Liabilities, the Statement of Operations, the Statement
of Changes in Net Assets, the Statement of Cash Flows and the related notes 1 to 14, including material accounting
policy information. The financial reporting framework that has been applied in their preparation is applicable law and
accounting principles generally accepted in the United States of America.
In our opinion, the financial statements:
give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its results for the year
then ended;
have been properly prepared in accordance with accounting principles generally accepted in the United States of
America; and
have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements, including the UK FRC’s Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the
Company’s ability to continue to adopt the going concern basis of accounting included:
The audit engagement partner directed and supervised the audit procedures on going concern;
We assessed the determination made by the Board of Directors of the Company and the Investment Manager that
the Company is a going concern and hence the appropriateness of the financial statements to be prepared on a
going concern basis;
We obtained the going concern assessment prepared by the Investment Manager for the period up until 30 June
2026 and tested for arithmetical accuracy and reasonability;
We independently assessed the appropriateness of the assumptions by reviewing historical forecasting accuracy;
performing an evaluation of the levels of liquidity of the Company’s investments in the Master Partnership (Third
Point Offshore Master Fund L.P.) through the Master Fund (Third Point Offshore Fund, Ltd.) for future share buyback
plans and ongoing operating expenses; and applied a stress test to understand the impact on liquidity of the
Company as a whole;
We assessed whether the liquidity of the Master Partnership at the year end, taking account of the level of
redemptions, potential gating and its ability to meet periodic discretionary redemptions of its investors, cast
significant doubt over the going concern status of the Company; and
We assessed the disclosures in the annual report and financial statements relating to going concern to ensure they
were fair, balanced and understandable.
Annual Report and Audited Financial Statements 31 December 2024
43
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a
period up until 30 June 2026.
In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report. However, because not all future events or conditions can be predicted, this statement is not a
guarantee as to the Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters Investment Valuation
Investment Existence and Ownership
Materiality
Overall materiality of US$11.3m which represents 2% of net assets.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our
audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account
size, risk profile, the organisation of the Company and effectiveness of controls, including controls and changes in the
business environment and the potential impact of climate change when assessing the level of work to be performed.
All audit work was performed directly by the audit engagement team. The audit was led from Guernsey, and the audit
team included individuals from the Guernsey and New York offices of Ernst & Young and operated as an integrated
audit team.
Climate change
The Company has explained in the “Section 172 Report” of their Annual Report climate-related risks and this forms part
of the “Other information,” rather than the audited financial statements. Our procedures on these disclosures therefore
consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially misstated.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the
financial statements as set out in Note 3 and the conclusion that there was not a material impact on the recognition and
separate measurement considerations of the assets and liabilities of the Company as at 31 December 2024.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
THIRD POINT INVESTORS LIMITED
44
Risk Our response to the risk
Key observations
communicated to
the Audit Committee
Valuation of investments
(US$565m, PY
comparative US$634m)
Refer to the Report of the Audit
Committee (pages 38 to 40);
Accounting policies (pages 55 to 57).
The investments held are measured
at fair value through profit or loss,
and their fair value is determined
by reference to the published NAV
per share of the investee fund,
as calculated by its independent
Administrator. The valuation risk
considers the risk of an error in the
application of the published NAV per
share, obtained from the independent
Administrator of the investee fund,
when calculating the fair value of the
Company’s investments, as well as
the effect on valuation of any gating/
suspension of redemptions by the
investee fund.
Our response comprised of
substantive audit testing of the
investment valuation, including:
Agreeing the valuation per share
of the Company’s investments in
the investee fund to the NAV per
share of the investee fund in the
confirmation obtained from its
independent Administrator;
Agreeing the valuation per share of
the Company’s investments in the
investee fund to the NAV per share
of the investee fund per its audited
financial statements for the year
ended 31 December 2024, which
were approved on 20 March 2025;
Directing Ernst & Young in New
York to perform testing on our
behalf and reporting that no
material adjustments to the NAV
were required; and
Reviewing the subscriptions and
redemptions schedule of the
investee fund around the year-end
date to assess the liquidity of the
Company’s investments in the
investee fund.
We confirm that there
were no matters identified
during our work on
valuation of investments
that we wanted to bring
to the attention of the
Audit Committee.
Investment existence and
ownership (US$565m, PY
comparative US$634m)
Refer to the Report of the Audit
Committee (pages 38 to 40);
Accounting policies (pages 55 to 57).
Risk that the investments presented in
the financial statements do not exist
or the Company does not have the
rights to cash flows derived from them.
Failure to obtain good title exposes the
Company to significant risk of loss.
Our response comprised the
performance of substantive audit
testing of investment existence and
ownership including:
Obtaining a confirmation, as at 31
December 2024, of the Company’s
holdings in the investee fund into
which the Company invests, from
the independent Administrator of
the investee fund, and agreeing it
to the accounting records of the
Company; and
Agreeing supporting documentation
for all additions and disposals of
holdings in the investee fund that
took place during the year ended 31
December 2024 and agreeing the
details to the accounting records of
the Company.
We confirm there were
no matters identified
during our audit work on
existence and ownership
of investments that
we wanted to bring
to the attention of the
Audit Committee.
Annual Report and Audited Financial Statements 31 December 2024
45
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit
opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the
users of the financial statements. Materiality provides
a basis for determining the nature and extent of our
audit procedures.
We determined materiality for the Company to be
US$11.3million (2023: US$12.8million), which is
approximately 2% (2023: 2%) of net assets. We believe
that net assets provide us with an appropriate basis for
audit materiality as it is a key published performance
measure and is a key metric used by management in
assessing and reporting on overall performance.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to
an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment,
our judgement was that performance materiality was 75%
(2023: 75%) of our planning materiality, namely US$8.5m
(2023: US$9.6m). We have set performance materiality
at this percentage because we have considered the
likelihood of misstatements to be low. We have considered
both quantitative and qualitative factors when determining
the expected level of misstatements and setting the
performance materiality at this level.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in excess
of US$0.6m (2023: US$0.6m), which is set at 5% (2023:
5%) of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the information included
in the Annual Report set out on pages 1 to 40, other than
the financial statements and our Auditor’s Report thereon.
The Directors are responsible for the other information
contained within the Annual Report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required to
report that fact.
We have nothing to report in this regard.
Matters on which we are required to report
by exception
We have nothing to report in respect of the following
matters in relation to which The Companies (Guernsey)
Law, 2008 requires us to report to you if, in our opinion:
proper accounting records have not been kept by the
Company; or
the financial statements are not in agreement with the
Company’s accounting records and returns; or
we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation
to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
THIRD POINT INVESTORS LIMITED
46
Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 22;
Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why
the period is appropriate set out on page 22;
Director’s statement on whether it has a reasonable expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 22 ;
Directors’ statement on fair, balanced and understandable set out on page 35;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages
32 to 33;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems set out on pages 31 to 32; and;
The section describing the work of the audit committee set out on pages 38 to 40.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 35, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with
governance of the Company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and
determined that the most significant are:
Financial Conduct Authority (FCA) Listing Rules
Disclosure Guidance and Transparency Rules (“DTR”) of the FCA
The UK Corporate Governance Code
The 2019 AIC Code of Corporate Governance
The Companies (Guernsey) Law, 2008
Annual Report and Audited Financial Statements 31 December 2024
47
We understood how the Company is complying with those frameworks by:
Discussing the processes and procedures used by the Directors, the Investment Manager, the Company Secretary
and Administrator to ensure compliance with the relevant frameworks;
Reviewing internal reports that evidenced quarterly compliance testing; and
Inspecting any correspondence with regulators
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud
might occur by undertaking the audit procedures set out in Key Audit Matters section above and reading the financial
statements to check that the disclosures are consistent with the relevant regulatory requirements; and
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and
regulations. Our procedures involved:
Making enquiries and gaining an understanding of how those charged with governance, the Investment Manager,
the Company Secretary and Administrator identify instances of non-compliance by the Company with relevant laws
and regulations;
Inspecting the relevant policies, processes and procedures to further our understanding;
Enquiring of the Company’s nominated Compliance Officer;
Reviewing internal compliance reporting, Board and Audit Committee minutes;
Inspecting correspondence with regulators;
Obtaining relevant written representations from the Board of Directors; and
Performing journal entry testing.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit Committee, we were appointed by the Company to audit the
financial statements for the year ending 31 December 2007 and subsequent financial periods. We signed an initial
engagement letter on 12 November 2007.
The period of total uninterrupted engagement including previous renewals and reappointments is eighteen years,
covering the years ending 31 December 2007 to 31 December 2024.
The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Section 262 of The Companies
(Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Christopher James Matthews, FCA
for and on behalf of Ernst & Young LLP
Guernsey
16 April 2025
THIRD POINT INVESTORS LIMITED
48
Annual Report and Audited Financial Statements 31 December 2024
49
FINANCIAL STATEMENTS
THIRD POINT INVESTORS LIMITED
50
Statement of Assets and Liabilities
As at 31 December
Notes
2024
US$
2023
US$
Assets
Investment in Third Point Offshore Fund Ltd at fair value
(Cost: US$200,412,373; 31 December 2023: US$340,474,153)
549,212,373 628,751,973
Investment in Participation Note 3 16,340,602 5,005,646
Cash and cash equivalents 250,194 190,603
Due from broker 13,186 12,538
Redemption receivable 3,266,033 4,258,882
Other assets 48,185 81,405
Total assets 569,130,573 638,301,047
Liabilities
Accrued expenses and other liabilities 2,008,899 330,194
Administration fee payable 15,981 3,187
Total liabilities 2,024,880 333,381
Net assets 567,105,693 637,967,666
Number of Ordinary Shares in issue
7
US Dollar Shares 17,770,129 25,089,924
Net asset value per Ordinary Share
9, 12
US Dollar per Share $31.91 $25.43
Number of Ordinary B Shares in issue
7
US Dollar Shares 11,846,754 16,726,618
The financial statements on pages 50 to 62 were approved by the Board of Directors on 16 April 2025 and signed on its
behalf by:
Rupert Dorey
Chairman
Huw Evans
Director
See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.
Annual Report and Audited Financial Statements 31 December 2024
51
Statement of Operations
For the year ended 31 December
Notes
2024
US$
2023
US$
Realised and unrealised gain from investment
transactions allocated from Master Fund
Net realised gain/(loss) from securities, derivative contracts
and foreign currency translations
41,487,136 (18,804,101)
Net change in unrealised gain on securities, derivative contracts
and foreign currency translations
74,876,815 25,304,602
Net (loss)/gain from currencies (296,979) 181,370
Total net realised and unrealised gain from investment
transactions allocated from Master Fund
116,066,972 6,681,871
Net investment gain allocated from Master Fund
Interest income 24,248,910 27,705,576
Dividends, net of withholding taxes of US$920,885; (31 December 2023: US$1,090,325) 3,193,603 3,596,783
Other income 2,888,034 2,136,533
Incentive allocation 2 (2,822,832) -
Stock borrowing fees (101,090) (208,393)
Investment Management fee (6,818,442) (7,923,740)
Dividends on securities sold, not yet purchased (1,885,621) (1,452,886)
Interest expense (13,824,350) (10,288,315)
Other expenses (2,658,849) (2,152,415)
Total net investment gain allocated from Master Fund
1
2,219,363 11,413,143
Company expenses
Administration fee 5 (130,281) (128,497)
Directors' fees 6 (453,965) (356,091)
Other fees (3,321,230) (861,214)
Loan interest expense 4 - (5,218,020)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited
2
5 (107,075) (111,940)
Total Company expenses (4,012,551) (6,675,762)
Net (loss)/gain (1,793,188) 4,737,381
Net increase in net assets resulting from operations 114,273,784 11,419,252
1
Net investment gain allocated from the Master Fund are inclusive of gain/loss on the underlying activity of the Participation Notes.
2
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited consists of Director Fees, Audit Fees and General Expenses.
See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.
THIRD POINT INVESTORS LIMITED
52
Statement of Changes in Net Assets
For the year ended 31 December
Notes
2024
US$
2023
US$
Increase in net assets resulting from operations
Net realised gain/(loss) from securities, commodities, derivative contracts
and foreign currency translations allocated from Master Fund
41,487,136 (18,804,101)
Net change in unrealised gain on securities, derivative contracts
and foreign currency translations allocated from Master Fund
74,876,815 25,304,602
Net (loss)/gain from currencies allocated from Master Fund (296,979) 181,370
Total net investment gain allocated from Master Fund 2,219,363 11,413,143
Total Company expenses (4,012,551) (6,675,762)
Net increase in net assets resulting from operations 114,273,784 11,419,252
Increase in net assets resulting from capital share transactions
Share redemptions 7 (185,135,757) (50,294,465)
Net assets at the beginning of the year 637,967,666 676,842,879
Net assets at the end of the year 567,105,693 637,967,666
See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.
Annual Report and Audited Financial Statements 31 December 2024
53
Statement of Cash Flows
For the year ended 31 December
Notes
2024
US$
2023
US$
Cash flows from operating activities
Operating expenses (1,623,931) (878,393)
Interest received/(paid) 365,857 (6,735,881)
Directors' fees (439,987) (356,091)
Administration fee (117,487) (128,317)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited¹ (107,075) (111,940)
Change in investment in the Master Fund 1,982,214 158,336,628
Cash inflow from operating activities 59,591 150,126,006
Cash flows from financing activities
Credit facility repayment - (150,000,000)
Cash outflow from financing activities - (150,000,000)
Net increase in cash 59,591 126,006
Cash and cash equivalents at the beginning of the year 190,603 64,597
Cash and cash equivalents at the end of the year 250,194 190,603
1
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited consists of Director Fees, Audit Fees and General Expenses.
Notes
2024
US$
2023
US$
Supplemental disclosure of non-cash transactions from:
Operating activities
Subscriptions (161,941,964) (54,429,821)
Redemption of Company Shares from Master Fund 7 185,135,757 104,724,286
Receipt of Participation Note 12,371,645 5,181,538
Financing activities
Share redemptions 7 (185,135,757) (50,294,465)
Amortisation of loan cost - 574,155
See accompanying notes and Audited Financial Statements of Third Point Offshore Fund Ltd. and Third Point Offshore
Master Fund L.P.
THIRD POINT INVESTORS LIMITED
54
Notes to the Audited Financial Statements
For the year ended 31 December 2024
1. The Company
Third Point Investors Limited (the “Company”) is an authorised closed-ended investment company incorporated
in Guernsey on 19 June 2007 for an unlimited period, with registration number 47161. The Company commenced
operations on 25 July 2007.
2. Organisation
Investment Objective and Policy
The Company’s investment objective is to provide its Shareholders with consistent long-term capital appreciation,
utilising the investment skills of Third Point LLC (the “Investment Manager”), through investment of all of its capital (net
of short-term working capital requirements) through a master-feeder structure in shares of Third Point Offshore Fund,
Ltd. (the “Master Fund”), an exempted company formed under the laws of the Cayman Islands on 21 October 1996 and
registered under the Mutual Fund Act with the Cayman Islands Monetary Authority.
The Master Fund’s investment objective is to seek to generate consistent long-term capital appreciation, by investing
capital in securities and other instruments in select asset classes, sectors and geographies, by taking long and short
positions. The Master Fund is managed by the Investment Manager and the Investment Manager’s implementation of
the Master Fund’s investment policy is the main driver of the Company’s performance.
Throughout the period, the Master Fund was a limited partner of, and invested all of its investable capital in, Third Point
Offshore Master Fund L.P. (the “Master Partnership”), an exempted limited partnership organised under the laws of the
Cayman Islands, of which Third Point Advisors II L.L.C., an affiliate of the Investment Manager, is the general partner.
Third Point LLC is the investment manager to the Company, the Master Fund and the Master Partnership. The Master
Fund and the Master Partnership share the same investment objective, strategies and restrictions as described above.
Investment Manager
The Investment Manager is a limited liability company formed on 28 October 1996 under the laws of the State of
Delaware. The Investment Manager was appointed on 29 June 2007 and is responsible for the management and
investment of the Company’s assets on a discretionary basis in pursuit of the Company’s investment objective, subject
to the control of the Company’s Board and certain borrowing and leveraging restrictions.
During the year ended 31 December 2024, the Company paid to the Investment Manager at the level of the Master
Partnership a fixed management fee of 1.25 percent of NAV per annum. The Investment Manager has granted a
management fee discount of 0.50% on the indirect portion of the Company’s interest that is invested in Legacy Private
Investments. This 0.50% discount also applies to the Company’s management fee on their Participation Note balance.
Under the Investment Management Agreement, as the NAV of the Master Fund increased over the year, the Investment
Manager was entitled to a general partner incentive allocation of 20% of the Master Fund’s NAV growth (“Full Incentive
Fee”) invested in the Master Partnership, subject to certain conditions and related adjustments, by the Master Fund.
The General Partner receives an incentive allocation equal to 20% of the net profit allocated to each Shareholder
invested in each series of Class YSP shares. If a Shareholder invested in the Master Fund has a net loss during any
fiscal year and, during subsequent years, there is a net profit attributable to such Shareholder, the Shareholder must
recover the amount of the net loss attributable in the prior years before the General Partner is entitled to incentive
allocation. The Company was allocated US$2,822,832 (31 December 2023: US$nil) of incentive fees at the Master Fund
level for the year ended 31 December 2024.
Class YSP shares are subject to a 25% investor level gate. The Company’s investment in the Master Fund is subject to
an investor-level gate whereby a Shareholder’s aggregate redemptions will be limited to 25%, 33.33%, 50%, and 100%
of the cumulative net asset value of such Class YSP shares held by the Shareholder as of any four consecutive quarters.
Redemptions are permitted on a monthly basis but not to exceed these thresholds. Additionally, the Master Fund has
a 20% fund-level gate. The fund level gate allows for redemptions up to 20% of the Master Fund’s assets on a quarterly
basis, subject to the discretion of the Board of Directors of the Master Fund.
Annual Report and Audited Financial Statements 31 December 2024
55
3. Significant Accounting Policies
Basis of Presentation
These Financial Statements have been prepared in accordance with relevant accounting principles generally accepted
in the United States of America (US GAAP). The functional and presentation currency of the Company is United States
Dollars (US$).
The Directors have determined that the Company is an investment company in conformity with US GAAP. Therefore,
the Company follows the accounting and reporting guidance for investment companies in the Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies
(ASC 946).
The following are the significant accounting policies adopted by the Company:
Cash and cash equivalents
Cash and cash equivalents in the Statement of Assets and Liabilities and for the Statement of Cash Flows is
unrestricted and comprises cash at bank.
Due from broker
Due from broker includes cash balances held at the Company’s clearing broker Deutsche Numis Limited as at 31
December 2024. The Company clears all of its securities transactions through a major international securities firm, UBS
(the “Prime Broker”), pursuant to agreements between the Company and the Prime Broker.
Redemptions Receivable
Redemptions receivable are capital withdrawals from the Master Fund which have been requested but not yet settled
as at 31 December 2024.
Valuation of Investments
The Company records its investment in the Master Fund at fair value. The Company’s allocated share of each item of
the Master Fund’s income and expense is reflected in the accompanying Statement of Operations. The performance
of the Company is directly affected by the performance of the Master Fund and is subject to the same risks to which
the Master Fund is subject. Fair values are generally determined utilising the net asset value (NAV) provided by, or
on behalf of, the underlying investment manager of the investment fund. In accordance with Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820 “Fair Value Measurement”, fair value
is defined as the price the Company would receive upon selling a security in a timely transaction to an independent
buyer in the principal or most advantageous market of the security. During the year, the Company owned Class
YSP shares of the Master Fund. During the year, the Company recorded non-cash redemptions of US$187,188,795
(1,278,271 shares) for the cancellation of the Company shares under the share buyback programme. The Company also
redeemed US$162,150,000 (1,648,446 shares) to pay Company expenses and to satisfy the Redemption Offer. During
the year the Company recorded a noncash subscription of US$161,941,964 (1,619,420 shares) for expected future
redemption needs.
The Board has concluded specifically that climate change, including physical and transition risks, does not have
a material impact on the recognition and separate measurement considerations of the assets and liabilities of the
Company in the financial statements as at 31 December 2024, but recognises that climate change may have an effect
on the investments held in the Master Fund.
THIRD POINT INVESTORS LIMITED
56
The following schedule details the movements in the Company’s holdings in the Master Fund over the year.
Shares
held at
1 January
2024
Shares
Rolled
Up
Shares
Transferred
In
Shares
Transferred
Out
Shares
Issued
Shares
Redeemed
Share
adjustments
Shares
held at
31 December
1
2024
NAV Per
Share at
31 December
2024
NAV at
31 December
2
2024
Class YSP - 1.25, Series 1-1 1,528,709 - - - - (286,386) (397) 1,241,926 428.80 532,812,230
Class YSP - 1.25, Series 1.4 440,995 - - - - (440,980) (15) - - -
Class YSP - 1.25, Series 1.5 449,995 - - - - (449,979) (16) - - -
Class YSP - 1.25, Series 2 48,999 - - - - (48,998) (1) - - -
Class YSP - 1.25, Series 2-2 48,999 - - - - (48,998) (1) - - -
Class YBSP-125, Series 2 38,244 - - - - (38,244) - - - -
Class YBSP-125, Series 3 231,713 - - - - (231,713) - - - -
Class YBSP-125, Series 4 - - - - 1,389,895 (1,389,895) - - - -
Class YBSP-125, Series 5 - - - - 15,000 (15,000) - - - -
Class YBSP-125, Series 6 - - - - 229,525 (79,808) (1) 149,716 109.20 16,349,521
Class YBSP-125, Series 7 - - - - 3,000 - - 3,000 107.86 323,590
Total 549,485,341
1
Share adjustments relate to transfers from the portion of shareholders’ capital attributable to Legacy Private Investments.
2
Rounded to two decimal places.
A portion of the Company’s investment in the Master Fund redemptions after 1 June 2023 redemption were satisfied
through the issuance of Participation Notes (the “Notes” or each a “Note”) in lieu of cash. Interests in the Master
Fund prior to 1 June 2023 are subject to the Note issuance upon redemption. The Master Fund issued Notes through
Third Point Offshore Fund Vehicle, Ltd. (the “Issuing Entity”), which holds interests in the Notes issued by the Master
Partnership that are described in further detail in the Master Partnership’s financial statements and are considered
to be a Level 3 investment per the fair value hierarchy. The Company has elected to carry the Notes at fair value. The
Notes have no stated maturity date and as payments in respect of the Notes issued by the Master Partnership are made
to the Issuing Entity, payments will be made to the Company to satisfy their outstanding Note balances. During the
year ended 31 December 2024 payments of $528,286 were made to the Company (2023: US$nil). The investment in
Participation Note balance as of 31 December 2024 was US$16,340,602. Losses on the Participation Notes during the
year were $508,404.
The valuation of securities held by the Master Partnership, in which the Master Fund directly invests, is discussed in
the notes to the Master Partnership’s Audited Financial Statements. The net asset value of the Company’s investment
in the Master Fund reflects its fair value. At 31 December 2024, the Company’s US Dollar shares represented 14.5% (31
December 2023: 16.1%) of the Master Fund’s NAV.
The Company has adopted ASU 2015-07, Disclosures for Investments in Certain Entities that calculate Net Asset Value
per Share (or its equivalent) (“ASU 2015-07”), in which certain investments measured at fair value using the net asset
value per share method (or its equivalent) as a practical expedient are not required to be categorised in the fair value
hierarchy. Accordingly the Company has not levelled applicable positions.
Uncertainty in Income Tax
ASC Topic 740 “Income Taxes” requires the evaluation of tax positions taken or expected to be taken in the course
of preparing the Company’s tax returns to determine whether the tax positions are “more- likely-than-not” of being
sustained by the applicable tax authority based on the technical merits of the position. Tax positions deemed to
meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the year of determination.
Management has evaluated the implications of ASC 740 and has determined that it has not had a material impact on
these Audited Financial Statements.
Income and Expenses
The Company records its proportionate share of the Master Fund’s income, expenses and realised and unrealised
gains and losses on a monthly basis. In addition, the Company accrues interest income, to the extent it is expected to
be collected, and other expenses.
Annual Report and Audited Financial Statements 31 December 2024
57
Use of Estimates
The preparation of Audited Financial Statements in conformity with US GAAP may require management to make
estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying
notes. Actual results could differ from those estimates. Other than what is underlying in the Master Fund and the
Master Partnership, the Company does not use any material estimates in respect of the Audited Financial Statements.
Going Concern
The Master Fund Shares are converted to cash to meet liabilities in respect of, for example, Company expenses
and the buyback programme, as they fall due. During the year, Master Fund Shares were redeemed to satisfy the
Redemption Offer.
Over the second half of the financial year and continuing into 2025, the Board and its advisers have carried out a
Strategy Review. As described in the Chairman’s Statement, the Strategy Committee has identified a compelling
strategic option for the Company and is in the advanced stages of diligence and negotiations on this option.
In assessing whether the Company is a going concern, the Board has assumed that the steps required for the
implementation of the new strategy for the Company are approved by Shareholders in due course and that the
Company will continue into the future.
On that basis, after due consideration, and having made due enquiry of Third Point, the Directors are satisfied that it
is appropriate to continue to adopt the going concern basis in preparing these Audited Financial Statements for the
period through 30 June 2026.
Foreign Exchange
Investment securities and other assets and liabilities denominated in foreign currencies are translated into United
States Dollars using exchange rates at the reporting date. Purchases and sales of investments and income and
expense items denominated in foreign currencies are translated into United States Dollars at the date of such
transaction. All foreign currency transaction gains and losses are included in the Statement of Operations.
Recent accounting pronouncements
The Company has not early adopted any standards, interpretations or amendments that have been issued but are not
yet effective. The amendments and interpretations which apply for the first time in 2024 have been assessed and do not
have an impact on the Audited Financial Statements.
Statement of Cash Flows
The Statement of Cash Flows is prepared under the direct method of cash flow statement.
4. Credit Facility
On 1 September 2021, the Company entered into an agreement for a credit facility with JPMorgan Chase Bank, N.A., to
employ gearing within the Company. The credit facility allowed the Company to borrow $150 million at a rate of LIBOR
plus 2.4% for a period of two years. The investment in the Master Fund serves as the security for the credit facility. The
credit facility was fully drawn by 31 December 2021 and the proceeds were invested in shares in the Master Fund. The
credit facility was fully repaid on 2 June 2023. There were no borrowings made in 2024.
In conjunction with the negotiation and execution of the agreement there were costs incurred by the Company. The
Company paid the issuer of the credit facility US$375,000 as a structuring fee and paid other loan related costs, such as
legal costs. These expenses were fully amortised when the credit facility was fully repaid.
5. Material Agreements
Management and Incentive fees
The Investment Manager was appointed by the Company to invest its assets in pursuit of the Company’s investment
objectives and policies. As disclosed in Note 2, the Investment Manager is remunerated by the Master Partnership by
way of management fees and incentive fees.
Administration fees
Under the terms of an Administration Agreement dated 29 June 2007, the Company appointed Northern Trust
International Fund Administration Services (Guernsey) Limited as Administrator (the “Administrator”) and
Corporate Secretary.
The Administrator is paid fees based on the NAV of the Company, payable quarterly in arrears. The fee is at a rate of 2
basis points of the NAV of the Company for the first £500 million of NAV and a rate of 1.5 basis points for any NAV above
THIRD POINT INVESTORS LIMITED
58
£500 million. This fee is subject to a minimum of £4,250 per month. The Administrator is also entitled to an annual
corporate governance fee of £30,000 for its company secretarial and compliance activities.
In addition, the Administrator is entitled to be reimbursed out-of-pocket expenses incurred in the course of carrying out
its duties, and may charge additional fees for certain other services.
Total Administrator expenses during the year amounted to US$130,281 (31 December 2023: US$128,497) with
US$15,981 outstanding (31 December 2023: US$3,187) at year-end.
VoteCo
The Company has entered into a support and custody agreement with Third Point Offshore Independent Voting
Company Limited (“VoteCo”) whereby, in return for the services provided by VoteCo, the Company will provide VoteCo
with funds from time to time in order to enable VoteCo to meet its obligations as they fall due. Under this agreement,
the Company has also agreed to pay all the expenses of VoteCo, including the fees of the directors of VoteCo, the fees
of all advisors engaged by the directors of VoteCo and premiums for directors and officers insurance. The Company
has also agreed to indemnify the directors of VoteCo in respect of all liabilities that they may incur in their capacity as
directors of VoteCo. The expense paid by the Company on behalf of VoteCo during the year is outlined in the Statement
of Operations on page 51 and amounted to US$107,075 (31 December 2023: US$111,940). As at 31 December 2024
expenses accrued by the Company on behalf of VoteCo amounted to US$30,395 (31 December 2023: US$42,039).
These accrued expenses are included in the Accrued expenses and other liabilities line of the Statement of Assets and
Liabilities on page 50.
6. Directors’ Fees
At the Annual General Meeting (AGM) in July 2020 Shareholders approved an annual fee cap for the directors as a
whole of £500,000.
The Directors’ fees during the year amounted to £348,180 (31 December 2023: £286,000) with £nil outstanding (31
December 2023: £nil) at the year-end. Please refer to the Directors’ Remuneration Report on page 36 for further details.
The current fee rates for the individual Directors are as follows;
Name Fee per annum
Chairman £76,000
Audit Committee Chairman £57,000
Director £48,000
Senior Independent Director £3,000
Chairman of the Management Engagement Committee £3,000
Chairman of the Nomination and Remuneration Committee £3,000
Chairman of the Strategy Committee £3,000
The Directors are also entitled to be reimbursed for expenses properly incurred in the performance of their duties
as Director.
7. Stated Capital
The Company was incorporated with the authority to issue an unlimited number of Ordinary Shares (the “Shares”) with
no par value and an unlimited number of Ordinary B Shares (“B Shares”) of no par value.
US Dollar Shares
Number of Ordinary Shares
Shares issued 1 January 2024 25,089,924
Shares Cancelled
Shares cancelled during the year (7,319,795)
Total shares cancelled during the year (7,319,795)
Shares in issue at end of the year 17,770,129
Annual Report and Audited Financial Statements 31 December 2024
59
US Dollar Shares
US$
Net assets at the beginning of the year 637,967,666
Shares Cancelled
Share value cancelled during the year (185,135,757)
Total share value cancelled during the year (185,135,757)
Net increase in net assets resulting from operations 114,273,784
Net assets at end of the year 567,105,693
US Dollar B Shares
Number of Ordinary B Shares
Shares in issue as at 1 January 2024 16,726,618
Shares Cancelled
Shares cancelled during the year (4,879,864)
Total shares cancelled during the year (4,879,864)
Shares in issue at end of the year 11,846,754
Voting Rights
Ordinary Shares carry the right to vote at general meetings of the Company and to receive any dividends, attributable
to the Ordinary Shares as a class, declared by the Company and, in a winding-up will be entitled to receive, by way of
capital, any surplus assets of the Company attributable to the Ordinary Shares as a class in proportion to their holdings
remaining after settlement of any outstanding liabilities of the Company. B Shares also carry the right to vote at general
meetings of the Company but carry no rights to distribution of profits or in the winding-up of the Company.
As prescribed in the Company’s Articles, each Shareholder present at general meetings of the Company shall, upon a
show of hands, have one vote. Upon a poll, each Shareholder shall, in the case of a separate class meeting, have one
vote in respect of each Share or B Share held and, in the case of a general meeting of all Shareholders, have one vote in
respect of each Share or B Share held. Fluctuations in currency rates will not affect the relative voting rights applicable
to the Shares and B Shares.
Repurchase of Shares
The Board originally adopted a share buyback programme in September 2019 with share purchases being made
through the market at prices below the prevailing NAV per share. The buyback programme was extended in September
2023 with the order of a further $25 million allocated to buybacks over the period to April 2024. Share buybacks were
suspended over the period of the Redemption Offer but a further $20 million was allocated until 31 December 2024
to repurchase Shares if, in the Board’s view, it is in the best interests of the Company and Shareholders to do so. In the
year from 1 January 2024 to 31 December 2024, the total number of shares which were bought back was 1.1 million,
with an approximate value of $24.7 million.
Any Shares purchased are held by the Master Partnership and the Master Partnership’s gains or losses and implied
financing costs related to the Shares purchased are allocated to the Company’s investment in the Master Fund.
Any shares traded mid-month are purchased and held by the Master Partnership until the Company is able to cancel
the shares following each month-end.
Further issue of Shares
Under the Articles, the Directors have the power to issue further shares on a non-pre-emptive basis. If the Directors
issue further Shares, the issue price will not be less than the then-prevailing estimated weekly NAV per Share of the
relevant class of Shares.
8. Taxation
The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance 1989.
THIRD POINT INVESTORS LIMITED
60
9. Calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its total liabilities. The NAV per Share is calculated
by dividing the NAV by the number of Shares in issue on that day.
10. Related Party Transactions
At 31 December 2024, other investment funds owned by or affiliated with the Investment Manager owned 4,356,423 (31
December 2023: 5,705,443) US Dollar Shares in the Company. Refer to note 5 and note 6 for additional Related Party
Transaction disclosures.
11. Significant Events
On 2 April 2024, the Board announced a Redemption Offer for Shareholders to tender up to 25% of their shares for
redemption at a 2% discount to NAV. The Redemption Offer was taken up in full and was completed in June 2024.
On 23 April 2024, the Board announced the appointment of Dimitri Goulandris and Liad Meidar as independent
non-executive Directors.
Josh Targoff did not stand for re-election to the Board at the AGM on 28 May 2024 and, consequently, ceased to be a
Director on that date.
On 11 December 2024, the Board announced the appointment of Jefferies International Limited as joint corporate
broker, alongside Deutsche Numis.
There were no other events during the financial year outside the ordinary course of business which, in the opinion of
the Directors, may have had an impact on the Audited Financial Statements for the year ended 31 December 2024.
12. Financial Highlights
The following tables include selected data for a single Ordinary Share in issue at the year-end and other performance
information derived from the Audited Financial Statements.
US Dollar Shares
31 December 2024
US$
Per Share Operating Performance
Net Asset Value beginning of the year 25.43
Income from Operations
Net realised and unrealised gain from investment transactions allocated from Master Fund 6.33
Net loss (0.20)
Total Return from Operations 6.13
Share buyback accretion 0.35
Net Asset Value, end of the year 31.91
Total return before incentive fee allocated from Master Fund 25.97%
Incentive allocation from Master Fund (Note 2) (0.49%)
Total return after incentive fee allocated from Master Fund 25.48%
Total return from operations reflects the net return for an investment made at the beginning of the year and is calculated
as the change in the NAV per Ordinary Share during the year ended 31 December 2024 and is not annualised. An
individual Shareholder’s return may vary from these returns based on the timing of their purchases and sales of shares
on the market.
Annual Report and Audited Financial Statements 31 December 2024
61
US Dollar Shares
31 December 2023
US$
Per Share Operating Performance
Net Asset Value beginning of the year 24.46
Income from Operations
Net realised and unrealised gain from investment transactions allocated from Master Fund 0.35
Net gain 0.18
Total Return from Operations 0.53
Share buyback accretion 0.44
Net Asset Value, end of the year 25.43
Total return before incentive fee allocated from Master Fund 3.97%
Total return after incentive fee allocated from Master Fund 3.97%
Total return from operations reflects the net return for an investment made at the beginning of the year and is calculated
as the change in the NAV per Ordinary Share during the year ended 31 December 2023 and is not annualised. An
individual Shareholder’s return may vary from these returns based on the timing of their purchases and sales of shares
on the market.
US Dollar Shares
31 December 2024
US$
Supplemental data
Net Asset Value, end of the year 567,105,693
Average Net Asset Value, for the year
1
578,163,517
Ratio to average net assets
Operating expenses
2
(5.07%)
Incentive fee allocated from Master Fund (0.49%)
Total operating expenses
2
(5.56%)
Net loss (0.31%)
1
Average Net Asset Value for the year is calculated based on published monthly estimates of NAV.
2
Operating expenses are Company expenses together with operating expenses allocated from the Master Fund.
3
Net gain (or loss) is taken from the Statement of Operations and is the net investment gain / (loss) for the year allocated from the Master Fund less the
Company expenses over the average net asset value for the year.
US Dollar Shares
31 December 2023
US$
Supplemental data
Net Asset Value, end of the year 637,967,666
Average Net Asset Value, for the year
1
631,249,876
Ratio to average net assets
Operating expenses
2
(4.55%)
Total operating expenses
2
(4.55%)
Net gain 0.75%
1
Average Net Asset Value for the year is calculated based on published monthly estimates of NAV.
2
Operating expenses are Company expenses together with operating expenses allocated from the Master Fund.
3
Net gain (or loss) is taken from the Statement of Operations and is the net investment gain / (loss) for the year allocated from the Master Fund less the
Company expenses over the average net asset value for the year.
THIRD POINT INVESTORS LIMITED
62
13. Ongoing Charge Calculation
Ongoing charges for the year ended 31 December 2024 and 31 December 2023 have been prepared in accordance
with the AIC recommended methodology. No performance fees were charged to the Master Fund. In line with AIC
guidance, an Ongoing Charge has been disclosed both including and excluding performance fees. The Ongoing
charges for year ended 31 December 2024 and 31 December 2023 excluding performance fees and including
performance fees are based on Company expenses and allocated Master Fund expenses outlined below.
31 December 2024 31 December 2023
Excluding performance fees
US Dollar Shares 2.33% 1.92%
Including performance fees
US Dollar Shares 3.31% 1.92%
14. Subsequent Events
As at 31 December 2024, the Master Partnership held 78,328 shares of the Company – these shares were
subsequently cancelled in January 2025.
On 1 January 2025, the Investment Manager initiated a restructuring of its primary funds, including the Master
Partnership, and launched a new master fund, Third Point Master Fund LP (“TP Master Fund”), a Cayman Islands
exempted limited partnership. As part of this restructuring, the Master Partnership transferred substantially all of its
assets, including its Notes, to the TP Master Fund. Following the transfer, the Master Partnership distributed its capital
back to the Master Fund. The Master Fund then reinvested this capital into the TP Master Fund, acquiring a direct
interest in the TP Master Fund. No realised gain or loss was recognized as a result of this restructuring.
The Company continues to hold its investment in the Master Fund and remains an investor in the Master Fund after the
completion of the restructuring.
Vivien Gould resigned from the Board with effect 10 January 2025.
Claire Whittet has been appointed as Chair of the Remuneration & Nomination Committee with effect from 10
February 2025.
The Directors confirm that, up to the date of approval, which is 16 April 2025, when these financial statements were
available to be issued, there have been no other events subsequent to the balance sheet date that require inclusion or
additional disclosure.
Annual Report and Audited Financial Statements 31 December 2024
63
ADDITIONAL INFORMATION
THIRD POINT INVESTORS LIMITED
64
Financial Calendar
Year end 31 December.
Annual results announced and Annual Report published in April.
Annual General Meeting held in May/June.
Interim results announced in September.
Website
Further information about Third Point Investors Limited, including share price and NAV performance, monthly reports
and quarterly investor letters, is available on the Company’s website: www.thirdpointlimited.com.
How to invest
Information is available on The Association of Investment Companies website, where a list of platform providers can be
found: www.theaic.co.uk/availability-on-platforms.
Investor Information
Annual Report and Audited Financial Statements 31 December 2024
65
Directors
Rupert Dorey (Chairman)*
Richard Boléat*
Huw Evans*
Dimitri Goulandris* (appointed 23 April 2024)
Vivien Gould* (resigned 10 January 2025)
Joshua L Targoff (retired 28 May 2024)
Liad Meidar* (appointed 23 April 2024)
Claire Whittet*
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.
* These Directors are independent of the Investment Manager.
Investment Manager
Third Point LLC
55 Hudson Yards,
New York, NY 10001,
United States of America.
Auditors
Ernst & Young LLP
PO Box 9, Royal Chambers
St Julian’s Avenue,
St Peter Port, Guernsey, GY1 4AF,
Channel Islands.
Legal Advisors (UK Law)
Herbert Smith Freehills LLP
Exchange House, Primrose Street,
London, EC2A 2HS,
United Kingdom.
Registrar and CREST Service Provider
MUFG Corporate Markets (Guernsey) Limited
(formerly Link Market Services (Guernsey) Limited
Mont Crevelt House,
Bulwer Avenue,
St Sampson, Guernsey, GY2 4LH,
Channel Islands.
Registered Office
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL.
Channel Islands.
Administrator and Secretary
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.
Legal Advisors (Guernsey Law)
Mourant
Royal Chambers, St Julian’s Avenue,
St Peter Port, Guernsey, GY1 4HP,
Channel Islands.
Receiving Agent
MUFG Corporate Markets (Guernsey) Limited
(formerly Link Market Services (Guernsey) Limited)
The Registry,
34 Beckenham Road,
Beckenham, Kent, BR3 4TU,
United Kingdom.
Corporate Brokers
Deutsche Numis
45 Gresham Street,
London, EC2V 7BF,
United Kingdom.
Jefferies International Limited
100 Bishopsgate,
London, EC2N 4JL,
United Kingdom.
Management and Administration
THIRD POINT INVESTORS LIMITED
66
Activism/Constructivism
An approach where an investment manager engages
in dialogue with investee companies to suggest
opportunities to enhance value.
Buyback programme
A buyback is when a corporation purchases its own
shares in the stock market.
Capital allocation
Asset and capital allocation are the processes of deciding
where to put money to work in the market.
Corporate credit
A corporate credit strategy typically looks to generate an
attractive return in excess of the current rate of inflation
and an attractive total return, investing in the debt
securities of corporations.
Discount
The discount, typically expressed as a percentage, is the
amount by which the share price is less than the net asset
value per share.
Event-driven
Event-driven refers to an investment strategy where the
investment manager attempts to profit from a company’s
stock mispricing that may typically occur before, during or
after a corporate event.
Fundamental
Fundamental analysis is a valuation tool used by stock
analysts to determine whether a stock is over- or
undervalued by the market.
Hedge basket
A hedge basket is an investment approach designed
to reduce risk or exposure to other asset classes or
currencies by bundling certain securities together and
selling this bundle short (see Short selling).
Inflation
Inflation is a measure of how much more expensive goods
and services have become over a certain time period.
JP Morgan Investment Grade Index
This is an index that measures the performance of fixed-
rate debt markets.
Long equity
Long equity is an investment strategy that seeks to take a
position in under-priced stocks in the manager’s opinion.
Its counterpart is Short selling, which seeks to profit from
declining prices of over-priced stocks.
Mark to market
Mark to market is an accounting measure based on
valuing assets on their current market price, as opposed
to the historic cost.
Monetary policy
Monetary policy is the action a central bank or a
government can take to influence how much money is in a
country’s economy and how much it costs to borrow.
MSCI World Index
This index includes a collection of stocks of all the
developed markets of the world, as defined by MSCI.
NASDAQ Index
The Nasdaq Composite is an index that measures the
performance of more than 3,000 securities that are all
listed on the tech-focused Nasdaq stock market.
Net equity exposure
Net equity exposure is the difference between a fund’s
long positions and its short positions in its equity
holdings.
Privates
A private investment is an asset that is not listed on a
public exchange, and as a result has a more restricted
ability to be bought and sold.
Public listing
A publicly-listed company is one whose shares are traded
on an exchange.
S&P 500 Index
This is a market-capitalisation weighted index of the top
500 publicly traded companies in the U.S.
Short selling
A strategy that attempts to profit from a pessimistic view
of a certain company, in which the investment manager
borrows the security and sells it on the open market,
hoping to buy it back later for a lesser amount.
Structured credit
Mortgage-backed securities and other consumer
asset-backed securities.
Glossary
Annual Report and Audited Financial Statements 31 December 2024
67
The Investment Manager
Third Point LLC is the investment manager of Third Point
Investors Limited.
The Master Fund
An exempted company formed under the laws of the
Cayman Islands on 21 October 1996.
The Master Partnership
The Master Fund is a limited partner of Third Point
Offshore Master Fund L.P. (the “Master Partnership”),
an exempted limited partnership under the laws of the
Cayman Islands, of which Third Point Advisors II L.L.C., an
affiliate of the Investment Manager, is the general partner.
Value strategies
Value investing involves a strategy of buying stocks that
seem under-priced relative to their intrinsic value.
The Association of Investment Companies
(AIC) website also features a glossary of
definitions of relevant terms, which can be found
at: https://www.theaic.co.uk/aic/glossary
THIRD POINT INVESTORS LIMITED
68
Third Point Investors Limited (TPIL) is a feeder fund listed on the London Stock Exchange that invests substantially all of its assets in Third Point
Offshore Fund, Ltd (“Third Point Offshore”). Third Point Offshore is managed by Third Point LLC (“Third Point” or “Investment Manager”), an SEC-
registered investment adviser headquartered in New York.
Unless otherwise noted, all performance, portfolio exposure and other portfolio data included herein relates to the Third Point Offshore Master
Fund L.P. (the “Fund”). Exposures are categorised in a manner consistent with the Investment Manager’s classifications for portfolio and risk
management purposes.
Past performance is not necessarily indicative of future results, and there can be no assurance that the Funds will achieve results comparable to
those of prior results, or that the Funds will be able to implement their respective investment strategy or achieve investment objectives or otherwise
be profitable.
All profit and loss or performance results are based on the net asset value of fee-paying investors only and are presented net of management
fees, brokerage commissions, administrative expenses, any other expenses of the Funds, and accrued incentive allocation, if any, and include the
reinvestment of all dividends, interest, and capital gains. From Fund inception through December 31, 2019, each the Fund’s historical performance
has been calculated using the actual management fees and incentive allocations paid by the Fund. The actual management fees and incentive
allocations paid by the Fund reflect a blended rate of management fees and incentive allocations based on the weighted average of amounts
invested in different share classes subject to different management fee and/or incentive allocation terms. Such management fee rates have ranged
over time from 1% to 3% (in addition to leverage factor multiple, if applicable) per annum. The amount of incentive allocations applicable to any one
investor in the Fund will vary materially depending on numerous factors, including without limitation: the specific terms, the date of initial investment,
the duration of investment, the date of withdrawal, and market conditions. As such, the net performance shown for the Fund from inception through
December 31, 2019 is not an estimate of any specific investor’s actual performance. During this period, had the highest management fee and
incentive allocation been applied solely, performance results would likely be lower. For the period beginning January 1, 2020, each Fund’s historical
performance shows indicative performance for a new issues eligible investor in the highest management fee (2% per annum), in addition to leverage
factor multiple, if applicable, and incentive allocation rate (20%) class of the Fund, who has participated in all side pocket private investments (as
applicable) from March 1, 2021 onward. An individual investor’s performance may vary based on timing of capital transactions. The market price for
new issues is often subject to significant fluctuation, and investors who are eligible to participate in new issues may experience significant gains or
losses. An investor who invests in a class of Interests that does not participate in new issues may experience performance that is different, perhaps
materially, from the performance reflected above due to factors such as the performance of new issues. The inception date for Third Point Offshore
Fund, Ltd. is December 1, 1996, Third Point Partners L.P. is June 1, 1995, Third Point Partners Qualified L.P. is January 1, 2005, Third Point Ultra Ltd.
is May 1, 1997, and Third Point Ultra Onshore LP is January 2019. All performance results are estimates and should not be regarded as final until
audited financial statements are issued.
While the performances of the Funds have been compared here with the performance of well-known and widely recognised indices, the indices
have not been selected to represent an appropriate benchmark for the Funds whose holdings, performance and volatility, among other things, may
differ significantly from the securities that comprise the indices. Investors cannot invest directly in an index (although one can invest in an index fund
designed to closely track such index). Indices performance includes reinvestment of dividends and other earnings, if any.
All information provided herein is for informational purposes only and should not be deemed as a recommendation or solicitation to buy or sell
securities including any interest in any fund managed or advised by Third Point. All investments involve risk including the loss of principal. This
transmission is confidential and may not be redistributed without the express written consent of Third Point LLC and does not constitute an offer
to sell or the solicitation of an offer to purchase any security or investment product. Any such offer or solicitation may only be made by means of
delivery of an approved confidential offering memorandum. Nothing in this presentation is intended to constitute the rendering of “investment
advice,” within the meaning of Section 3(21)(A)(ii) of ERISA, to any investor in the Funds or to any person acting on its behalf, including investment
advice in the form of a recommendation as to the advisability of acquiring, holding, disposing of, or exchanging securities or other investment
property, or to otherwise create an ERISA fiduciary relationship between any potential investor, or any person acting on its behalf, and the Funds, the
General Partner, or the Investment Manager, or any of their respective affiliates.
Specific companies or securities shown in this presentation are for informational purposes only and meant to demonstrate Third Point’s investment
style and the types of industries and instruments in which the Funds invest and are not selected based on past performance. The analyses and
conclusions of Third Point contained in this presentation include certain statements, assumptions, estimates and projections that reflect various
assumptions by Third Point concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties
and contingencies and have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or
completeness of such statements, assumptions, estimates or projections or with respect to any other materials herein. Third Point may buy, sell,
cover or otherwise change the nature, form or amount of its investments, including any investments identified in this letter, without further notice and
in Third Point’s sole discretion and for any reason. Third Point hereby disclaims any duty to update any information in this letter.
While Third Point believes the information in this presentation to be accurate, no reliance on this presentation should be placed. The information
contained herein is subject to change without notice. An offer to invest in the Funds will only be made pursuant to the confidential private placement
memorandum (the “PPM”), the Fund’s limited partnership agreement (as applicable), and the Fund’s subscription agreement, subject to any
disclaimers, terms and conditions contained therein. Investors are encouraged to read the PPM and consult with their own advisers before deciding
whether to invest in the Funds and periodically thereafter. Third Point will not accept new subscriptions into Third Point Partners L.P. and Third Point
Partners Qualified L.P. from any non-US investor unless otherwise permissible under applicable law.
The representative in Switzerland is FundRock Switzerland SA, Route de Cité-Ouest 2, 1196 Gland, Switzerland. The paying agent in Switzerland is
BCGE. The Prospectus/Offering Memorandum, the Articles of Association and audited financial statements of those funds available in Switzerland
can be obtained free of charge from the representative in Switzerland. The place of performance and jurisdiction is the registered office of the
representative in Switzerland with regards to the Shares distributed in and from Switzerland.
Legal Information
Annual Report and Audited Financial Statements 31 December 2024
6
THIRD POINT INVESTORS LIMITED
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THIRD POINT INVESTORS LIMITED Annual Report and Audited Financial Statements 31 December 2024