Last checked at 9 Apr 2024 07:00
Third Point Investors Ltd - Redemption NoticeThird Point Investors Ltd - Redemption Notice
PR Newswire
LONDON, United Kingdom, April 09
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED).
If you sell or have sold or otherwise transferred all of your Shares, please immediately forward the accompanying Circular but not this personalised Redemption Notice to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. The Circular should not, however, be sent or transmitted in, or into, Canada, Australia or Japan. If you have sold only part of your holding of your Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.
This Redemption Notice should be read in conjunction with and is subject to the accompanying circular dated 9 April 2024 relating to the 2024 Redemption Offer (the "Circular"). The terms of the Circular are deemed to be incorporated in and form part of this Redemption Notice. Unless the context otherwise requires, the definitions used in the Circular apply in this Redemption Notice.
The 2024 Redemption Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, Canada, Australia or Japan and subject to certain exceptions cannot be accepted by any such use, means, instrumentality or facility or from within Canada, Australia or Japan. Accordingly, this Redemption Notice is not being and must not be mailed or otherwise distributed or sent in or into Canada, Australia or Japan. Persons receiving this Redemption Notice (including, without limitation, custodians, nominees and trustees) should not distribute, mail or send it in or into or from Canada, Australia or Japan or use such mails or any such means, instrumentality or facility for any purpose directly or indirectly in connection with the 2024 Redemption Offer, and so doing may invalidate any related purposed acceptance of the 2024 Redemption Offer. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this Redemption Notice and Circular to any jurisdiction outside the United Kingdom, the Channel Islands and the Isle of Man should read paragraph 2 of Part II of the Circular before taking any action.
REDEMPTION NOTICE
THIRD POINT INVESTORS LIMITED
(a non-cellular company limited by shares incorporated under the laws of Guernsey with registration number 47161)
Proposed 2024 Redemption Offer
IF YOU DO NOT WISH TO PARTICIPATE IN THE 2024 REDEMPTION OFFER,DO NOT COMPLETE AND RETURN THIS FORM
Valid redemption notices must be received by 1:00 p.m. (London time) on 8 May 2024.
IF YOU WISH TO PARTICIPATE IN THE 2024 REDEMPTION OFFER
If you hold Shares in certificated form (that is, not in CREST), you should complete and sign page 3 of this Redemption Notice in accordance with the instructions set out on page 2 and then send this Redemption Notice, together with your share certificate(s) and/or other document(s) of title, by post in the accompanying pre-paid envelope (for use in the UK only) to Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to arrive as soon as possible but in any event no later than 1.00 p.m. on 8 May 2024. Additional information regarding the completion of this Redemption Notice is provided on page 4. Except as provided in the Circular, a Redemption Notice, once lodged, will be irrevocable.
If you have lost your share certificate(s) and/or other document(s) of title or they are not readily available, complete this Redemption Notice and return it as described above and forward the share certificate(s) and/or other document(s) of title as soon as possible thereafter and in any event so as to be received by Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by 1.00 p.m. on 8 May 2024.
If you hold Shares in uncertificated form (that is, in CREST), you should not complete this Redemption Notice, but should send a TTE Instruction in accordance with the instructions in the letter from the Chairman of the Company and paragraph 1 of Part II contained in the Circular so as to be received no later than 1.00 p.m. on 8 May 2024.
If you hold Shares in both certificated and uncertificated form, you should complete this Redemption Notice in respect of your holding in certificated form. Similarly, you should complete a separate Redemption Notice for Shares held in certificated form but under different designation. You can obtain further Redemption Notices from Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL. A Redemption Notice received in an envelope postmarked in Canada, Australia or Japan or otherwise appearing to the Company or their agents to have been sent from Canada, Australia or Japan will not constitute a valid acceptance of the 2024 Redemption Offer.
Please read carefully this Redemption Notice and Circular, the terms of which form part of this Redemption Notice. If you have any questions on how to complete this Redemption Notice or you need further copies of the Redemption Notice, please contact Link Group via email on shareholderenquiries@linkgroup.co.uk or via the Shareholder Helpline on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes
PAGE 2HOW TO COMPLETE THIS FORM
1 REGISTERED SHAREHOLDER DETAILS If the name and/or address shown in Box 1 on page 3 are incorrect, please insert the correct details in BLOCK CAPITALS. Any changes to a name must be supported by appropriate documentation. If no name or address is shown in Box 1 on page 3, please insert in BLOCK CAPITALS the full name(s) and registered address(es) of the eligible Shareholder(s) to which this Redemption Notice relates. Unless you complete Box 6, the address shown in Box 1 is the address to which your payment (if relevant) and any documents will be sent.
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2 DAYTIME TELEPHONE NUMBER Insert in Box 2 your daytime telephone number, including the full dialling code, in case of queries relating to the completion of this Redemption Notice.
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3 NUMBER OF SHARES IN RESPECT OF WHICH YOU WISH TO ACCEPT THE 2024 REDEMPTION OFFER Insert in Box 3 the number of Shares which you wish to redeem pursuant to the 2024 Redemption Offer. Your Basic Entitlement is 25 per cent, of the Shares you hold as of the Record Date. However, you can request the redemption of less or more Shares than your Basic Entitlement.
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If you wish to request the redemption of more Shares than your Basic Entitlement then you should insert such higher number in Box 3 (a number which can be up to, but not exceed, your entire holding of Shares). The number of Shares requested to be redeemed by you in excess of your Basic Entitlement will be dealt with in accordance with the terms of the Circular. If you wish to request the redemption of less than your Basic Entitlement, please insert such lower number in Box 3.
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4A EXECUTION BY INDIVIDUALS You must sign and date in Box 4A in the presence of an independent witness, who must also sign where indicated, adding his or her name and address. In the case of a joint holding, all joint holders must sign and each of their signatures must be witnessed.
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Witnesses must be over 18 years of age and should not be one of the joint holders (if any) or otherwise have any financial interest in the Shares or in the proceeds resulting from a successful acceptance of the 2024 Redemption Offer. The same person may witness the signature of one or more of the joint holders.
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If this Redemption Notice is signed by a person(s) who is/are not the registered holder(s), insert the name(s) and the capacity (e.g. executor(s)) of the person(s) signing. You must deliver evidence of your authority in accordance with the notes on page 4 of this Redemption Notice.
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By signing Box 4A, you agree to the redemption of your requested number of Shares, subject to the terms of the 2024 Redemption Offer set out in the Circular. A Redemption Notice, once submitted, may only be withdrawn with the consent of the Company.
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4B EXECUTION BY A COMPANY Two directors, a director and the secretary or one director (provided his signature is witnessed) may sign this Redemption Notice on behalf of a company incorporated in Great Britain or such a company may execute under seal. If the holder is a company incorporated outside Great Britain, it must sign in accordance with the laws of its jurisdiction of incorporation. In all cases, execution must be expressed to be by the relevant company.
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By signing Box 4B, you agree to the redemption of your requested number of Shares, subject to the terms of the 2024 Redemption Offer set out in the Circular. A Redemption Notice, once submitted, may only be withdrawn with the consent of the Company.
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5 ALTERNATIVE ADDRESS TO WHICH THE CASH PAYMENT AND ANY DOCUMENTS ARE TO BE SENT If you want the cash payment and any documents to be sent to someone other than the person at the address set out in Box 1 (e.g. if you would prefer them to be sent to your bank manager or stockbroker), you should complete Box 5 by inserting the address details (which must be outside the Canada, Australia or Japan) to which you want such cash payment and/or any other documents to be sent. Box 5 must be completed by holders with registered addresses in Canada, Australia or Japan or holders who have completed Box 1 with an address in Canada, Australia or Japan. |
PAGE 3REDEMPTION NOTICEINSTRUCTIONS AND FURTHER NOTES ARE SET OUT ON PAGES 2 AND 4PLEASE COMPLETE THIS FORM USING BLACK INK ONLY
INVESTOR CODE |
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1 | Name(s) and address(es) of registered holder(s) | Your registered holding of Ordinary Shares held at close of business (6:00pm London Time) on 3 April 2024 (for information purposes only) | ||||||||||||
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3 Please insert here the number of Shares which you wish to redeem pursuant to the 2024 Redemption Offer | ||||||||||||||
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2 | Please enter here a daytime telephone number (including STD code) whereyou can be reached in the event of a query arising from completion of this Redemption Notice | ||||||||||||||||
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+ SIGN AND DATE HERE TO ACCEPT THE TERMS OF THE 2024 REDEMPTION OFFER +
4A | EXECUTION BY INDIVIDUALS
Executed and delivered as a deed by:
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Witnessed by: |
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| 1. First holder: Signature/Date |
| 1. Signature of witness |
| 1. Name and address of witness |
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| 2. Joint holders: Signature/Date |
| 2. Signature of witness |
| 2. Name and address of witness |
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| 3. Signature/Date |
| 3. Signature of witness |
| 3. Name and address of witness |
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| 4. Signature/Date |
| 4. Signature of witness |
| 4. Name and address of witness |
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| Note: The signature of each registered holder should be witnessed, and the witness must also sign and print his/her name and address as indicated. The witness must be over 18 years of age and should not be one of the registered holders or otherwise have any financial interest in the Ordinary Shares. |
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4B | EXECUTION BY A COMPANY Executed and delivered as a deed by |
| Signature of Director/ Date |
| Signature of second Director or Secretary or witness/ Date |
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| Name of Company |
| Name of Director |
| Name of second Director or Secretary or witness |
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| Address of witness (if applicable) |
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5 | ALTERNATIVE ADDRESS Address (outside of Canada, Australia or Japan) to which the consideration or returned documents should be sent, if not as set out in Box 1 above (to be written in BLOCK CAPITALS) |
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PAGE 4
NOTES REGARDING THE COMPLETION AND LODGING OF THIS REDEMPTION NOTICE
In order to be valid, this Redemption Notice must, except as mentioned below, be executed personally by the registered holder or, in the case of a joint holding by ALL joint holders or under a power of attorney, in which case the original power of attorney or a duly certified copy thereof, as provided in the Powers of Attorney Act 1971, should be lodged with this Redemption Notice. All signatures of individuals must be witnessed by someone who is not a joint holder and over the age of 18. A body corporate must either execute this Redemption Notice under seal, the seal being affixed and witnessed in accordance with its articles of association or other regulations, or otherwise validly execute and deliver this Redemption Notice as a deed.
Please note that you do not have to request the redemption of Shares pursuant to the 2024 Redemption Offer in respect of your entire Basic Entitlement of Shares and can request the redemption of Shares pursuant to the 2024 Redemption Offer in respect of more than your Basic Entitlement (in which case such request will be treated as set out in the Circular). However, if you insert a number greater than your entire holding of Shares at the Record Date in Box 3, you will be deemed to have made a request in respect of your Basic Entitlement at the Record Date.
If no number is inserted in Box 3 you will not be deemed to have requested the redemption of any Shares pursuant to the 2024 Redemption Offer.
If you do not wish to accept the 2024 Redemption Offer, you should not complete and return this Redemption Notice.
The following suggestions are made to avoid delay and inconvenience:
If the person named in Box 1 is away from home (e.g. abroad or on holiday) or where a power of attorney has been granted:Send this Redemption Notice by the quickest means (such as air mail) to the holder for execution but do not send it into Canada, Australia or Japan. If he/she has executed a relevant power of attorney, have this Redemption Notice signed by the attorney. In the latter case, the original power of attorney (or a duly certified copy thereof, as provided in the Powers of Attorney Act 1971) must be lodged with this Redemption Notice for noting. No other signatures will be accepted.
If the only Shareholder named in Box 1 has died:If probate or letters of administration have been registered with the Company, this Redemption Notice must be executed by the personal representative(s) of the deceased. If probate or letters of administration has/have been granted but have not been registered with the Company, the personal representative(s) should execute this Redemption Notice and forward it to Link Group, Corporate Actions at the address shown on page 1, together with the share certificate(s) and/or other documents of title. A copy of the probate or letters of administration should accompany the Redemption Notice or be lodged as soon as possible thereafter and, in any event, so as to reach Link Group, Corporate Actions at the address shown on page 1 no later than 1.00 p.m. on 8 May 2024.
If one or more of the joint holders named in Box 1 has died:This Redemption Notice is valid if executed by all the surviving holders and lodged with Link Group at the address shown on page 1, accompanied by the death certificate, probate or letters of administration of the deceased holder.
If your Shares are in certificated form (that is, not in CREST) and the share certificate is held by your stockbroker, bank or some other agent:If your share certificate(s) and/or other document(s) of title is/are held by your stockbroker, bank or some other agent, complete this Redemption Notice and, if the share certificate(s) and/or other document(s) of title is/are readily available, deliver this completed Redemption Notice to your agent for lodging with Link Group, Corporate Actions at the address shown on page 1, accompanied by the relevant share certificate(s) and/or document(s) of title.
If your share certificate(s) and/or document(s) of title is/are not readily available, you should complete this Redemption Notice and lodge it, together with a note of explanation, and arrange for the share certificate(s) and/or document(s) of title to be forwarded as soon as possible thereafter and, in any event, so as to arrive by no later than 1.00 p.m. on 8 May 2024 with a note quoting the investor code on page 3 of this form. No acceptances of the 2024 Redemption Offer will be accepted and cash payment made under the terms of the 2024 Redemption Offer unless share certificate(s) and/or other document(s) of title or an acceptable indemnity in lieu thereof is/are received by Link Group, Corporate Actions at the address shown on page 1 no later than 1.00 p.m. on 8 May 2024.
If you hold your Ordinary Shares in certificated form (that is, not in CREST) and any of your certificates have been lost:Complete and send this Redemption Notice duly completed and signed in the reply-paid envelope with a letter of explanation and any shares certificate(s) available to Link Group, Corporate Actions at the address shown on page 1. At the same time, you should request a letter of indemnity from Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, which should be completed in accordance with the instructions given. When completed, the letter of indemnity must be lodged with Link Group, Corporate Actions at the address shown on page 1 by not later than 1.00 p.m. on 8 May 2024. Indemnities will only be accepted at the discretion of the Company and Link Group, Corporate Actions. No acceptances of the 2024 Redemption Offer will be accepted and cash payment made under the terms of the 2024 Redemption Offer unless share certificate(s) and/or other document(s) of title or an acceptable indemnity in lieu thereof is/are received by Link Group, Corporate Actions at the address shown on page 1 no later than 1.00 p.m. on 8 May 2024.
If you have sold or transferred all, or wish to sell or transfer part, of your holding of Ordinary Shares:If you have sold or transferred all of your Ordinary Shares, you should take no action. The Redemption Offer is open to Qualifying Shareholders on the Register at 6.00 p.m. (London time) on 8 May 2024 only and is not open to any purchaser or transferee of Ordinary Shares.
Payment of Consideration:The consideration payable under the Redemption Offer cannot be sent to you until all relevant documents have been properly completed and sent by post or by hand (during normal business hours) to Link Group at the address set out on the cover page of this Redemption Form or settled as otherwise provided in the Circular.
If your full name or other particulars are different from those appearing in Box 1, e.g.:(i) incorrect name – complete and lodge this Redemption Notice with the correct name and accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has executed this Redemption Notice are one and the same;
(ii) incorrect address – write the correct address on this Redemption Notice;
(iii) change of name – lodge your marriage certificate or the deed poll with this Redemption Notice for noting. These documents will be returned as directed.
