Third Point Investors Ltd - Capital/Financing Update 2012

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares in the Company, please send this document and the reply paid envelope, but not any accompanying Tender Form, at once to the bank, stockbroker or other agent through which the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant securities laws in such jurisdiction. If you have sold or transferred only part of your holding of Shares please consult the bank, stockbroker or other agent through which the sale or transfer was effected.

THIRD POINT OFFSHORE INVESTORS LIMITED

( a closed ended limited liability investment company incorporated under the laws of Guernsey with registered number 47161 )

Reverse Auction Tender Offer for up to a maximum value of US$30 million

Third Point Offshore Fund, Ltd. (the “ Master Fund ”) hereby offers to purchase Shares in Third Point Offshore Investors Limited (the “ Company ”; TPOG, TPOE, TPOU/TPNTF) for up to a maximum value in cash of up to US$30 million (as the same may be increased or decreased, the “ Maximum Payment Amount ”) (the “ Reverse Auction Tender Offer ”). The number of Shares purchased in the Reverse Auction Tender Offer will be determined as set forth herein based on a maximum and minimum Discount Level of between 5 and 15 per cent., respectively, as more fully described in paragraph 1.2 in Part II of this document. Assuming that the Reverse Auction Tender Offer is fully subscribed and that the NAV per Share of each class at the Reverse Auction Tender Offer NAV Calculation Date is equal to £12.82, €12.93 and $13.49, respectively (i.e., the relevant NAV per Share of each class as at 31 October 2012), the maximum and minimum number of Shares that may be purchased would be 2,517,649 and 2,252,633, respectively.

Tenders made at the Strike Discount may be scaled back pro rata (weighted by Share class) as described in paragraph 1.2 in Part II of this document.

The Reverse Auction Tender Offer will only be available to Eligible Shareholders on the Register as at 5:00 p.m. (Greenwich Mean Time) and 12:00 p.m. (US Eastern Standard Time) on 12 December 2012.

The Reverse Auction Tender Offer will be open from 5:01 a.m. (Greenwich Mean Time) and 12:01 a.m. (US Eastern Standard Time) on 8 November 2012 until 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012, unless extended or terminated by the Master Fund (such period, as it may be extended, the “ Reverse Auction Tender Offer Period ”).

Eligible Shareholders who hold Shares in certificated form and who wish to tender Shares for purchase in the Reverse Auction Tender Offer should ensure that their completed Tender Form is returned, so as to be received by the Company’s Receiving Agent, Capita Registrars, as soon as possible and, in any event, so as to be received not later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012. Eligible Shareholders who hold Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the Shares tendered. Any Tender Form received in an envelope postmarked in or otherwise appearing to have been sent or submitted from a Restricted Territory or, by Shareholders who are citizens or nationals of, or resident in, any Restricted Territory (the “ Excluded Overseas Shareholders ”) or, by Shareholders who are citizens or nationals of, or resident in the United Kingdom who are not Relevant UK Persons (as defined below), will be rejected as invalid and will be treated as stated in paragraph 1.3 in Part II of this document.

Eligible Shareholders who hold Shares in uncertificated form (that is, through CREST) and who wish to tender their Shares for purchase in the Reverse Auction Tender Offer should ensure that the relevant TTE Instruction is submitted so as to be received by the Company’s Receiving Agent, Capita Registrars before 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012. See Part II of this document for further details.

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If you have any questions about the procedure for tendering Shares or you want help in completing the Tender Form, please telephone Capita Registrars between 9:00 a.m. and 5:30 p.m. (Greenwich Mean Time) Monday to Friday, on 0871 664 0321, or if calling from overseas on +44 20 8639 3399. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. For legal reasons, Capita Registrars will not be able to give advice on the merits of the Reverse Auction Tender Offer or to provide legal, financial or taxation advice and, accordingly, for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.

If you do not wish to tender any of your Shares in the Reverse Auction Tender Offer, do not complete a Tender Form or submit a TTE Instruction.

The Reverse Auction Tender Offer is being made in the United Kingdom only to those Shareholders who are: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); or (iii) any other person to whom the Reverse Auction Tender Offer may lawfully be made by an unauthorised person pursuant to section 21 of FSMA (“ Relevant UK Persons ”).

The making of the Reverse Auction Tender Offer in, or to, persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom (“ Overseas Shareholders ”), or to persons who are custodians, nominees or trustees for Overseas Shareholders, may be prohibited or affected by the laws of the relevant overseas jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholder wishing to tender Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such Shareholder will be responsible for any such issue, transfer or other taxes by whomsoever payable and the Company and any person acting on its behalf shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes such person may be required to pay.

In particular, the Reverse Auction Tender Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the Restricted Territories or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions for the account or benefit of any Excluded Overseas Shareholders and the Reverse Auction Tender Offer should not be accepted by any such use, means, instrumentality or facility or from within the Restricted Territories or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions for the account or benefit of any Excluded Overseas Shareholders. Doing so will render invalid any purported tender. Accordingly, neither this document nor any accompanying Tender Form is being, nor may be, mailed or otherwise forwarded, distributed or sent in, into or from (whether by use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange) of the Restricted Territories or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions for the account or benefit of any Excluded Overseas Shareholders. All Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to or who may have a contractual or legal obligation to, forward this document and/or any accompanying Tender Form to any jurisdiction outside the United Kingdom, should read the details in this regard which are contained in paragraph 1.3 in Part II of this document before taking any action.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Reverse Auction Tender Offer, passed upon the merits or fairness of the Reverse Auction Tender Offer or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence.

Your attention is drawn to the Risk Factors set out in Part VI of this document.

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	Page
Expected Timetable of Principal Events for the Reverse Auction Tender Offer	4
Part I – Letter from the Chairman of Third Point Offshore Investors Limited	5
Part II – Letter from Third Point Offshore Fund, Ltd.	13
Part III – UK and US Tax Considerations	27
Part IV – Additional Information	30
Part V – Forward-Looking Statements	31
Part VI – Risk Factors	32
Definitions	33

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS FOR THE REVERSE AUCTION TENDER OFFER

Event		Time and/or date
		2012
Reverse Auction Tender Offer announced		8 November
Reverse Auction Tender Offer NAV Calculation Date		5 December
Reverse Auction Tender Offer NAV announced		7 December
Withdrawal Deadline		1:00 p.m. (Greenwich Mean Time)
	and 8:00 a.m. (US Eastern Standard Time)
		on 12 December 2012
Expiration Date (Reverse Auction Tender Offer closes) and		1:00 p.m. (Greenwich Mean Time)
the latest time and date for receipt of Tender Forms (with	and 8:00 a.m. (US Eastern Standard Time)
share certificates) and delivery of TTE Instructions		on 12 December 2012
Record Date for the Reverse Auction Tender Offer		5:00 p.m. (Greenwich Mean Time)
	and 12:00 p.m. (US Eastern Standard Time)
		on 12 December 2012
Announcement of the results of the Reverse Auction Tender	Offer	13 December
and the Strike Price for each class of Shares
Settlement through CREST of unsatisfied tenders for Shares		14 December
pursuant to the Reverse Auction Tender Offer
Settlement Date		promptly following the
	Expiration Date, currently expected to be
		on or around 17 December

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PART I

LETTER FROM THE CHAIRMAN OF THIRD POINT OFFSHORE INVESTORS LIMITED

( a closed ended limited liability investment company incorporated under the laws of Guernsey with registered number 47161 )

Directors: Registered Office: Marc A Autheman (Chairman) Trafalgar Court, Les Banques Christopher F L Legge St Peter Port, Guernsey Christopher N Fish Channel Islands, GY1 3QL Keith Dorrian +44(0) 1481 745 000 Joshua L Targoff 8 November 2012

Dear Shareholder

Proposed Reverse Auction Tender Offer by Third Point Offshore Fund, Ltd. to purchase Shares up to the Maximum Payment Amount

Introduction

The Company is a closed-ended investment company, registered and incorporated in Guernsey on 19 June 2007, which invests its assets in Third Point Offshore Fund, Ltd. (the “ Master Fund ”), an exempt company with limited liability incorporated under the laws of the Cayman Islands. The Master Fund seeks to achieve attractive returns by using an Event Driven value investing strategy based on bottom up, fundamental approach to evaluate various types of securities throughout companies’ capital structure. The Company’s issued share capital comprises Sterling Shares, Euro Shares and US Dollar Shares; each of which are traded on the London Stock Exchange and listed on the standard segment of the Official List of the United Kingdom Listing Authority under the symbols “TPOG”, “TPOE” and “TPOU/TPNTF”, respectively.

Defined terms used in this circular but not otherwise defined shall have the meanings ascribed to them on pages 33 to 36.

Background to and Reasons for the Reverse Auction Tender Offer

In spite of a strong NAV performance, the Shares currently trade at a discount to NAV per Share and this discount has widened over recent months. As announced by the Company on 24 October 2012, in order to seek to narrow the discount to NAV per Share at which the Shares are currently trading, the Board has, following recent feedback from a number of Shareholders and consultation with Third Point LLC (the “ Investment Manager ”) decided to: (i) return cash to all Shareholders by way of a special dividend of US$30 million in aggregate, which was declared on 1 November 2012; and (ii) provide Eligible Shareholders with an opportunity to exit a proportion of their investment in the Company by way of a Reverse Auction Tender Offer to be made by the Master Fund.

The Reverse Auction Tender Offer

The Master Fund, in conjunction with the Company, intends to provide Shareholders who wish to realise a proportion of their investment with an opportunity to do so by way of the Reverse Auction Tender Offer. Under the proposed Reverse Auction Tender Offer, Shares with an aggregate value (at the relevant Strike Price) of up to the Maximum Payment Amount will be purchased by the Master Fund.

The Board believes that the Reverse Auction Tender Offer will provide an exit opportunity for those Eligible Shareholders who wish to realise their investment in the Company, in whole or in part (subject, as explained below, to receipt of tender requests from other Eligible Shareholders and the Discount Levels at which they tender their Shares).

As explained in further detail below, the Reverse Auction Tender Offer will be conducted by way of a reverse auction process which will establish a single discount level (the “ Strike Discount ”) to the NAV per Share

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of the relevant class (as estimated by the Directors) as at 5 December 2012 at which Shares which are successfully tendered will be purchased by the Master Fund. It is expected that payment of the relevant purchase monies will be made by the Master Fund on or around 17 December 2012. The same Strike Discount will be applied across all Share classes.

The Reverse Auction Tender Offer is being made on the terms and subject to the conditions set out in this document and, for Shareholders holding certificated Shares, the Tender Form.

The Reverse Auction Tender Offer is only available to Eligible Shareholders in respect of those Shares held by each Eligible Shareholder on the Record Date.

The Shares acquired under the Reverse Auction Tender Offer will be held by the Master Fund solely for the account of the Company and will be marked to market. Therefore, any fluctuations in the market price of the Shares will impact the NAV of the Company. The Master Fund has no current intention to sell any Shares acquired under the Reverse Auction Tender Offer.

The principal objectives of the Reverse Auction Tender Offer

The principal objectives of the Board in proposing the Reverse Auction Tender Offer are to:

provide an opportunity to return capital to those Eligible Shareholders seeking to realise, in whole or in part, their investment in the Company (subject to the Minimum Discount Level and, as explained below, to the number of tender requests received from other Eligible Shareholders and the Discount Levels at which such other Eligible Shareholders tender their Shares);
seek to narrow the prevailing discount to NAV per Share at which the Shares are trading in the secondary market; and
reduce the excess supply of sellers of Shares.

Key Features of the Reverse Auction Tender Offer

The principal terms of the Reverse Auction Tender Offer (which are set out in more detail in Part II of this document) are as follows:

The Master Fund is making the Reverse Auction Tender Offer to purchase Shares with an aggregate value (at the relevant Strike Price) of up to the Maximum Payment Amount.
Eligible Shareholders are invited to tender for purchase any or all of their Shares of any class at any Discount Level to the NAV per Share of that class as at 5 December 2012 (as estimated by the Directors) from the Maximum Discount Level of 15 per cent. up to the Minimum Discount Level of 5 per cent. and in discount increments of 0.5 per cent. In summary, the Strike Discount and Strike Price for each class of Share shall be determined, and the Reverse Auction Tender Offer shall be operated, as follows:
the same discount to the NAV per Share as at 5 December 2012 (as estimated by the Directors) will be applied to all Shares purchased under the Reverse Auction Tender Offer irrespective of the class of Shares;
the Strike Discount will be the widest Discount Level at which the aggregate value of the Shares (at the relevant Strike Price) offered for purchase equals or exceeds the Maximum Payment Amount;
the Strike Price for each class of Shares shall be determined by taking the NAV per Share of the relevant class as at 5 December 2012 (as estimated by the Directors) and applying the Strike Discount for that class of Shares as determined by the auction process referred to above (and then deducting that Share's pro rata proportion of the costs and expenses of implementing the Reverse Auction Tender Offer);
tenders made at a discount wider than the Strike Discount will be satisfied in full at the Strike Price;

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tenders made at the Strike Discount will be scaled back pro rata (weighted by Share class) to the total number of Shares tendered by all Eligible Shareholders at the Strike Discount to the extent necessary in order to avoid exceeding the Maximum Payment Amount (given that tenders made at a discount wider than the Strike Discount will be satisfied in full at the Strike Price); and
tenders made at a discount narrower than the Strike Discount will be rejected in their entirety.
All or part of a registered holding of Shares may be tendered at different Discount Levels, but only one tender may be made in respect of any single Share. The total number of Shares tendered by any Eligible Shareholder, even if tendered at various Discount Levels, should not exceed the total number of Shares held by such Shareholder (as at the Record Date). If the total number of Shares tendered by any Eligible Shareholder exceeds the total number of Shares held by that Eligible Shareholder (as at the Record Date), they shall be deemed to have tendered the maximum number of Shares held by them (as at the Record Date) and where relevant priority shall be given to the tenders in the order that they are received from that Eligible Shareholder with the first received taking priority and so forth and within a single tender, accepting those Shares with the widest discount until the Shareholder's total number of Shares are accounted for.
The Reverse Auction Tender Offer is only available to Eligible Shareholders and will be in respect of the Shares held by each Eligible Shareholder on the Record Date.
The Reverse Auction Tender Offer will be open from 5:01 a.m. (Greenwich Mean Time) and 12:01 a.m. (US Eastern Standard Time) on 8 November 2012 until 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012 unless extended or terminated by the Master Fund.
The results of the Reverse Auction Tender Offer and the Strike Discounts will be announced on or around 13 December 2012.
The Strike Price for each class of Shares (calculated after deducting the costs and expenses of the Reverse Auction Tender Offer) will be announced on or around 13 December 2012.
Eligible Shareholders who hold Shares in certificated form and who wish to participate in the Reverse Auction Tender Offer must return a completed Tender Form, together with any share certificate(s) and/or other document(s) of title so as to be received by the Receiving Agent by no later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012. Eligible Shareholders who hold Shares in uncertificated form and who wish to tender their Shares for purchase in the Reverse Auction Tender Offer should ensure that the relevant TTE Instruction is submitted so as to be received by the Receiving Agent by no later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012.
Eligible Shareholders should note that, once tendered, the relevant Shares may not be sold, transferred, charged or otherwise disposed of unless such Shares are first withdrawn from participation in the Reverse Auction Tender Offer pursuant to the terms set forth in this document.
Eligible Shareholders may withdraw their validly tendered Shares at any time prior to 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012 provided that such date and time may be extended by the Master Fund in its discretion (the “ Withdrawal Deadline ”). For Shareholders holding certificated Shares, a completed and signed Notice of Withdrawal must be received by the Receiving Agent no later than the Withdrawal Deadline. Shareholders holding uncertificated Shares must submit a withdrawal instruction through CREST no later than the Withdrawal Deadline.
If the Master Fund amends the Minimum Discount Level, the Maximum Discount Level or the Maximum Payment Amount and there are less than 10 business days between the announcement of the amendment and the Expiration Date (such period, the “ Post-Amendment Period ”) the relevant notice amending the Minimum Discount Level, the Maximum Discount Level or the Maximum Payment Amount will set out an extension to the Reverse Auction Tender Offer Period so that there are at least 10 business days in the Post-Amendment Period, as extended, and will allow Eligible Shareholders to withdraw their validly tendered Shares, such period of time to be not less than 10 business days.
If the Master Fund amends any other term of the Reverse Auction Tender Offer and such amendment is materially detrimental to the interests of Eligible Shareholders who have tendered Shares, the relevant notice amending the Reverse Auction Tender Offer will set out an extension to the Reverse

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Auction Tender Offer Period for a reasonable period following such amendment and will offer Eligible Shareholders an opportunity to withdraw their validly tendered Shares for such reasonable period following such amendment.

If any of the above amendments is materially detrimental to the interests of Eligible Shareholders, such amendment may only take place if the conditions to the Reverse Auction Tender Offer are not satisfied.
Tender instructions may not be withdrawn except as set forth in Part II of this document.
Tenders of Shares without any specified Discount Level will be invalid.
If any fractions of Shares arise from scaling back, the number of Shares accepted will be rounded down to the nearest whole number.
The decision of the Master Fund as to the results of the Reverse Auction Tender Offer (including, without limitation, the basis on which excess tenders are satisfied) shall be final and binding on all Shareholders.
Shareholders should note that the Master Fund is entitled not to, and will not, proceed with the Reverse Auction Tender Offer, in the circumstances set out in paragraph 1.1 of Part II of this document. This right may only be exercised on or prior to 11:59 p.m. (Greenwich Mean Time) and 6:59 p.m. (US Eastern Standard Time) on 12 December 2012.
Invitations to tender under the Reverse Auction Tender Offer will remain open from 5:01 a.m. (Greenwich Mean Time) and 12:01 a.m. (US Eastern Standard Time) on 8 November 2012 until 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012 (unless extended in accordance with the terms set out in this document).
Shares will be purchased by the Master Fund free of commissions and dealing charges.
Shareholders should note that a purchase of Shares by the Company (or by the Master Fund) is entirely discretionary. Therefore, no expectation or reliance should be placed on the Directors (or the Directors of the Master Fund as appropriate) exercising such discretion on any one or more occasions, on the basis that the Reverse Auction Tender Offer is being made on this occasion or otherwise.

Please note that the above is a summary only of the principal terms of the Reverse Auction Tender Offer. You should read carefully Part II of this document which contains the Letter from the Master Fund, including full terms and conditions applicable to the Reverse Auction Tender Offer.

Illustrative example

The information set out in the example below is for illustrative purposes only and does not constitute a forecast or any representation or warranty as to the effects of the Reverse Auction Tender Offer on Shareholders.

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Example

Assumption: 2,500,000 Shares available for purchase, 4,000,000 Shares tendered for purchase

			Number of	Percentage
			Shares	of Shares
			tendered	tendered
			_for purchase _	for purchase
	Number of	Cumulative	at that	at that
	Shares tendered	number of	Discount	Discount
	for purchase at	Shares	Level and	Level and
	that Discount	_tendered _	_successfully _	successfully
Discount Level	_Level _	for purchase	purchased	purchased
15.0%	100,000	100,000	100,000	100%
13.5%	400,000	500,000	400,000	100%
12.0%	500,000	1,000,000	500,000	100%
10.5%	1,000,000	2,000,000	1,000,000	100%
9.0%	1,000,000	3,000,000	500,000	50%
7.5%	500,000	3,500,000	0	0%
5.0%	500,000	4,000,000	0	0%

Comments on illustrative example above

The Strike Discount for all Shares tendered for purchase in the above illustration would be 9.0 per cent. being the widest Discount Level at which the aggregate value of Shares (at the relevant Strike Price) tendered for purchase equals or exceeds the Maximum Payment Amount.
Shares tendered for purchase at Discount Levels wider than the Strike Discount would be purchased in full at the Strike Discount to the Net Asset Value per Share of that class as at 5 December 2012 (as estimated by the Directors), less the pro-rated costs and expenses of the Reverse Auction Tender Offer.
Shares tendered for purchase at the Strike Discount of 9.0 per cent. would only be partially (50 per cent.) accepted after scaling back on a pro rata basis.
Eligible Shareholders tendering Shares for purchase at Discount Levels narrower than the Strike Discount will not have any of their Shares purchased.

Proceeds

The Master Fund shall use its available cash resources to purchase Shares successfully tendered under the Reverse Auction Tender Offer.

Expenses

The costs and expenses incurred in relation to the Reverse Auction Tender Offer are estimated to amount to approximately US$149,600 in aggregate. Such costs and expenses will reduce the Strike Price per Share on a pro rata basis in accordance with the relative NAVs of the Shares in each class which are purchased.

Conversions between Share classes

Pursuant to the Articles and the exercise by the Board of its discretion thereunder, Shareholders of any one class of Share may convert all or part of their holding into Shares of any other class on a monthly basis by submitting an appropriate conversion notice on a currency conversion date. Any Shareholder who has elected to convert Shares by reference to the 30 November 2012 currency conversion date will not be able to accept the Reverse Auction Tender Offer in respect of those Shares which such Shareholder has elected to convert.

Therefore, if you intend to participate in the Reverse Auction Tender Offer, do not submit a conversion notice in respect of the Shares you wish to tender.

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Shareholders in the United Kingdom

Shareholders who are citizens or nationals of, or resident in the United Kingdom will be able to participate in the Reverse Auction Tender Offer only if they are Relevant UK Persons.

Overseas Shareholders

The attention of Shareholders who are citizens or residents of jurisdictions outside the United Kingdom, or who are nominees of, or custodians or trustees for, any such person, or who intend to forward this document to any jurisdiction outside the United Kingdom is drawn to paragraph 1.3 of Part II to this document headed “Overseas Shareholders” and, for Shareholders holding certificated Shares, to the relevant provisions of the Tender Form, which they should read before taking any action.

The availability of the Reverse Auction Tender Offer to persons not resident in the United Kingdom may be affected by the laws of the jurisdictions in which such persons are resident. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

The making of the Reverse Auction Tender Offer in, or to, persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom, or to persons who are custodians, nominees or trustees for Overseas Shareholders, may be prohibited or affected by the laws of the relevant overseas jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholder wishing to tender Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such Shareholder will be responsible for any such issue, transfer or other taxes by whomsoever payable and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes such person may be required to pay.

UK and US Taxation

A summary of the taxation consequences of the Reverse Auction Tender Offer for UK resident Shareholders and US resident Shareholders is set out in Part III of this document.

Any Shareholder who is in any doubt as to their tax position or who is subject to tax in a jurisdiction other than the United Kingdom or the United States should consult an appropriate professional adviser.

Notification of Interests

Following the Master Fund's proposed purchase of Shares in relation to the Reverse Auction Tender Offer, a Shareholder's interest in the Company's issued share capital may change giving rise to an obligation on the Shareholder in question to make a notification or a further notification to the Company and the FSA in accordance with the Disclosure and Transparency Rules.

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If Shareholders are in any doubt as to whether they should make a notification to the Company and/or the FSA, or as to the form of that notification, they are advised to consult their solicitor or other professional adviser without delay.

Action to be taken

The procedure for tendering your Shares, if you wish to do so, depends on whether your Shares are held in certificated or uncertificated form and is summarised below:

(i) Shares held in certificated form

Eligible Shareholders who hold Shares in certificated form and who wish to tender all or any of their existing holdings of Shares should complete the Tender Form, in accordance with the instructions printed thereon (including a witnessed signature) and in Part II of this document, and return it by post. Eligible Shareholders who hold their Shares in certificated form should also return with the relevant Tender Form, their share certificate(s) and/or other document(s) of title in respect of the Shares tendered. Completed Tender Forms must be received by Capita Registrars by not later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012. Further details of the procedures for tendering and settlement are set out in Part II of this document and in the accompanying Tender Form.

Without prejudice to Part II of this document, the Master Fund reserves the right to treat as valid in whole or in part any acceptance of the Reverse Auction Tender Offer in relation to Shares in certificated form which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, no payment of cash under the Reverse Auction Tender Offer will be made until after (as applicable) the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to the Company have been received.

(ii) Shares held in uncertificated form

Eligible Shareholders who hold their Shares in uncertificated form and who wish to tender all or any of their existing holdings of Shares should arrange for the relevant TTE Instructions in respect of the aggregate number of Shares tendered for purchase to be submitted to Capita Registrars in accordance with CREST procedures to be received as soon as possible and by no later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012.

Further details of the procedures for tendering and settlement are set out in Part II of this document and, for Shareholders holding certificated Shares, in the accompanying Tender Form.

The Company will make an appropriate announcement through an RIS if any of the details contained in paragraph (i) or (ii) above alter for any reason.

Additional Information

Eligible Shareholders who do not wish to sell any Shares under the Reverse Auction Tender Offer need take no action in relation to the Tender Form and should not submit a TTE Instruction. If you are in any doubt about the completion of the Tender Form, please telephone Capita Registrars between 9:00 a.m. and 5:30 p.m. (Greenwich Mean Time) Monday to Friday, on 0871 664 0321, or if calling from overseas on +44 20 8639 3399. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. For legal reasons Capita Registrars will not be able to give advice on the merits of the Reverse Auction Tender Offer or to provide legal, financial or taxation advice and accordingly, for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional advisor.

Your attention is also drawn to the further information contained in this document and in particular to the Risk Factors set out in Part VI of this document. You are advised to read the whole document and not merely rely on the key or summarised information in this letter.

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Recommendation

In the Board's opinion, the Reverse Auction Tender Offer is in the best interests of the Company and the Shareholders as a whole.

The Directors are making no recommendation to Shareholders, however, in relation to participation in the Reverse Auction Tender Offer. Whether or not Shareholders decide to tender their Shares for purchase by the Master Fund will depend, amongst other things, on their own individual circumstances, including their own tax position. Shareholders are recommended to consult their duly authorised independent advisers in making their own decisions.

Shareholders are referred to certain risk factors associated with the Reverse Auction Tender Offer which are set out in Part VI of this document.

As at 5 November 2012, the total number of Shares outstanding were: (i) 2,325,189 Sterling Shares; (ii) 2,732,440 Euro Shares; and (iii) 43,452,694 US$ Shares.

Yours sincerely

Marc A Autheman

Chairman Third Point Offshore Investors Limited

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PART II

LETTER FROM THIRD POINT OFFSHORE FUND, LTD.

Directors: Joshua L. Targoff John Banks David Clive Litton

Registered Office: c/o Walkers SPV Limited Walker House Mary Street P.O. Box 908GT George Town Grand Cayman Cayman Islands Principal business address: c/o International Fund Services (Ireland) Limited Third Floor, Bishop’s Square Redmond’s Hill Dublin 2 Ireland 011-35-31-707-5000 8 November 2012

Dear Shareholder

As explained in the letter from your Chairman in Part I of this document, Eligible Shareholders are being given the opportunity to tender some or all of their Shares for purchase under the Reverse Auction Tender Offer, subject to the restrictions set out below, at the Strike Price. The purpose of this letter is to set out the principal terms and conditions of the Reverse Auction Tender Offer. Shareholders should refer to the accompanying letter from the Company in Part I of this Circular for more information on how they may participate in the Reverse Auction Tender Offer.

Third Point Offshore Fund, Ltd. (the “ Master Fund ”) hereby invites Eligible Shareholders on the Registers at the Record Date to tender Shares for purchase for cash at the relevant Strike Price.

The Reverse Auction Tender Offer is made on the terms and subject to the conditions set out in this document and the Tender Form, the terms of which will be deemed to be incorporated in this document and form part of the Reverse Auction Tender Offer.

1. TERMS AND CONDITIONS OF THE REVERSE AUCTION TENDER OFFER

The Master Fund hereby invites Eligible Shareholders to offer to sell Shares to the Master Fund on and subject to the following conditions and further terms:

1.1 Conditions of the Reverse Auction Tender Offer

The Reverse Auction Tender Offer is subject to the satisfaction or waiver of the following conditions:

(a) if at any time on or prior to 11:59 p.m. (Greenwich Mean Time) and 6:59 p.m. (US Eastern Standard Time) on 12 December 2012:
(i) the Directors of the Master Fund conclude that the Reverse Auction Tender Offer would no longer be in the best interests of the Master Fund as a whole; or
(ii) there shall occur any material adverse change in the national or international, financial, economic, political or market conditions; or
(iii) there shall occur any material adverse change in the financial position or prospects and/or circumstances of the Master Fund; or

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(iv) there shall occur any other change, event or circumstance which means that the Master Fund can no longer pay its debts as they fall due,

which, in respect of (ii), (iii) and/or (iv) above, in the reasonable opinion of the Directors of the Master Fund, renders the Reverse Auction Tender Offer temporarily or permanently impractical or inadvisable (taking into account the background to and reasons for the Reverse Auction Tender Offer); and

(b) if at any time on or prior to 11:59 p.m. (Greenwich Mean Time) and 6:59 p.m. (US Eastern Standard Time) on 12 December 2012:
(i) the Directors of the Company conclude that the Reverse Auction Tender Offer would no longer be in the best interests of the Company as a whole; or
(ii) there shall occur any material adverse change in the national or international, financial, economic, political or market conditions; or
(iii) there shall occur any material adverse change in the financial position or prospects and/or circumstances of the Company, or
(iv) there shall occur any other change, event or circumstance which means that the Company can no longer pay its debts as they fall due,

which, in respect of (ii), (iii) and/or (iv) above, in the reasonable opinion of the Directors of the Company, renders the Reverse Auction Tender Offer temporarily or permanently impractical or inadvisable (taking into account the background to and reasons for the Reverse Auction Tender Offer),

(the conditions in paragraphs (a) and (b) being the “ Conditions ”).

If the Conditions are not satisfied or waived by, as appropriate, the Master Fund (in its sole discretion) or the Company (in its sole discretion) then the Master Fund shall terminate the Reverse Auction Tender Offer and the Company shall, as soon as practicable thereafter, announce the same through an RIS.

If the Master Fund terminates the Reverse Auction Tender Offer pursuant to this paragraph 1.1, the Reverse Auction Tender Offer will lapse and the Master Fund will not purchase any Shares pursuant to the Reverse Auction Tender Offer.

1.2 Terms of the Reverse Auction Tender Offer
1.2.1Each Share may be tendered under the Reverse Auction Tender Offer at any Discount Level (expressed in 0.5 per cent. increments) subject to a Maximum Discount Level of 15 per cent. and a Minimum Discount Level of 5 per cent. Eligible Shareholders may tender their holding of Shares at more than one Discount Level but only one tender may be made in respect of any single Share. Only tenders made at 0.5 per cent increments and subject to the Maximum Discount Level and Minimum Discount Level can be accepted.
1.2.2The Strike Discount will be the widest Discount Level at which the aggregate value of the Shares (at the relevant Strike Price) offered for purchase equals or exceeds the Maximum Payment Amount.
1.2.3The Strike Price for each class of Shares shall be determined by taking the NAV per Share of the relevant class as at 5 December 2012 (as estimated by the Directors) and applying the Strike Discount as determined by the auction process referred to in paragraph 1.2.1 above (and then deducting that Share’s pro rata proportion of the costs and expenses of implementing the Reverse Auction Tender Offer).
1.2.4Tenders made at a discount wider than the Strike Discount will be satisfied in full at the Strike Price.
1.2.5Tenders made at the Strike Discount will be scaled back pro rata (weighted by Share class) to the total number of Shares tendered by all Eligible Shareholders at the Strike Discount to the extent necessary in order to avoid exceeding the Maximum Payment Amount (given that tenders made at a discount wider than the Strike Discount will be satisfied in full at the Strike Price).

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1.2.6Tenders made at a discount narrower than the Strike Discount will be rejected in their entirety.
1.2.7All or part of a registered holding of Shares of any particular class may be tendered at different Discount Levels, but only one tender may be made in respect of any single Share. The total number of Shares tendered by any Eligible Shareholder, even if tendered at various Discount Levels, should not exceed the total number of Shares held by such Shareholder (as at the Record Date). If the total number of Shares tendered by any Eligible Shareholder exceeds the total number of Shares held by that Eligible Shareholder (as at the Record Date), they shall be deemed to have tendered the maximum number of Shares held by them (as at the Record Date) and where relevant priority shall be given to the tenders in the order that they are received from that Eligible Shareholder with the first received taking priority and so forth and within a single tender, accepting those Shares with the widest discount until the Shareholder’s total number of Shares are accounted for.
1.2.8The Reverse Auction Tender Offer is only available to Eligible Shareholders and will be in respect of the Shares held by each Eligible Shareholder on the Record Date.
1.2.9Eligible Shareholders should note that, once tendered, the relevant Shares may not be sold, transferred, charged or otherwise disposed of unless such Shares are first withdrawn from participation in the Reverse Auction Tender Offer pursuant to the terms set forth in this document.

1.2.10 Tenders of Shares without any specified Discount Level will be invalid.

1.2.11 If any fractions of Shares arise from scaling back, the number of Shares accepted will be rounded down to the nearest whole number.
1.2.12 The decision of the Master Fund as to the results of the Reverse Auction Tender Offer (including, without limitation, the basis on which excess tenders are satisfied) shall be final and binding on all Shareholders.
1.2.13 Shareholders should note that the Master Fund is entitled not to, and will not, proceed with the Reverse Auction Tender Offer, in the circumstances set out in paragraph 1.1 of Part II of this document. This right may only be exercised on or prior to 11:59 p.m. (Greenwich Mean Time) and 6:59 p.m. (US Eastern Standard Time) on 12 December 2012.
1.2.14 Except in circumstances where the Reverse Auction Tender Offer Period is suspended, amended or terminated in accordance with the terms of the Reverse Auction Tender Offer, the Reverse Auction Tender Offer will remain open from 5:01 a.m. (Greenwich Mean Time) and 12:01 a.m. (US Eastern Standard Time) on 8 November 2012 until 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012 (such date and time, as they may be extended, the “ Expiration Date ”). Eligible Shareholders should note that the deadlines set by their bank, securities broker or other intermediary for the submission of Reverse Auction Tender Offer instructions may be earlier than the Expiration Date. Eligible Shareholders should contact their bank, securities broker or other intermediary for further information.
1.2.15 Shares will be purchased by the Master Fund under the Reverse Auction Tender Offer free of commissions and dealing charges.
1.2.16 Shareholders should note that a purchase of Shares by the Company (or by the Master Fund) is entirely discretionary. Therefore, no expectation or reliance should be placed on the Directors (or the Directors of the Master Fund as appropriate) exercising such discretion on any one or more occasions, on the basis that the Reverse Auction Tender Offer is being made on this occasion or otherwise.
1.2.17 Eligible Shareholders may withdraw their validly tendered Shares at any time prior to the Withdrawal Deadline, provided that such date and time may be extended by the Master Fund in its discretion. A completed and signed Notice of Withdrawal must be received from Shareholders holding certificated Shares by the Receiving Agent no later than the Withdrawal Deadline. Should you require a Notice of Withdrawal, please contact the Receiving Agent. Eligible Participants should note that the deadlines set by their bank, securities broker or other intermediary for the withdrawal of validly tendered Shares may be earlier than the Withdrawal Deadline. Eligible Shareholders should contact their bank, securities broker or other intermediary for further information. Shareholders holding uncertificated Shares may withdraw their tender by submitting a CREST withdrawal instruction as detailed below:

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In the case of Shares of the relevant class of Shares held in uncertificated form, if withdrawals are permitted pursuant to paragraph this 1.2.17 of Part II, a Shareholder who has already submitted the relevant TTE Instruction may withdraw his tender through CREST by sending (or, if a CREST sponsored member, procuring that his CREST sponsor sends) an ESA Instruction to settle in CREST in relation to each relevant TTE Instruction to be withdrawn. Each ESA Instruction must, in order for it to be valid and settle include the following details:

the number of Shares of the relevant class of Shares to be withdrawn, together with the ISIN for relevant class of Shares which is GG00B1YQ6R97 in respect of the Sterling Shares, GG00B1YQ6Y64 in respect of the Euro Shares and GG00B1YQ7219 in respect of the US Dollar Shares;
your CREST participant ID;
your CREST member account ID;
the member account ID of the receiving agent (Capita Registrars) included in the relevant TTE Instruction;
the participant ID (RA10) of the receiving agent (Capita Registrars) in its capacity as a CREST receiving agent;
the CREST transaction ID of the relevant TTE Instruction to be withdrawn to be inserted in the shared note field;
the intended settlement date;
the corporate action number for the Reverse Auction Tender Offer, which is allocated by Euroclear and can be found by viewing the relevant corporate actions details in CREST; and
input with the standard delivery instruction priority of 80.

Any such withdrawal will be conditional upon Capita Registrars verifying that the withdrawal request is validly made. Accordingly, Capita Registrars will on behalf of the Master Fund reject or accept the withdrawal by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept (AEAN) message.

Shares in respect of which the relevant TTE Instructions have been properly withdrawn in accordance with this paragraph may subsequently be re-tendered under the Reverse Auction Tender Offer by following the procedures described in paragraph 1.5 of Part II of this document at any time before the Expiration Date.

All questions as to the validity (including the time of receipt) of any notice of withdrawal will be determined by the Master Fund, whose determination shall be final and binding. None of the Master Fund, the Company or Capita Registrars or any other person will be under any duty to give notice of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notice.

1.2.18 If the Master Fund amends the Minimum Discount Level, the Maximum Discount Level or the Maximum Payment Amount and there are less than 10 business days between the announcement of the amendment and the Expiration Date, the relevant notice amending the Minimum Discount Level, the Maximum Discount Level or the Maximum Payment Amount will set out an extension to the Reverse Auction Tender Offer Period so that there are at least 10 business days in the Post-Amendment Period, as extended, and will allow Eligible Shareholders to withdraw their validly tendered Shares, such period of time to be not less than 10 business days.
1.2.19 If the Master Fund amends any other term of the Reverse Auction Tender Offer and such amendment is materially detrimental to the interests of Eligible Shareholders who have tendered Shares, the relevant notice amending the Reverse Auction Tender Offer will set out an extension to the Reverse Auction Tender Offer Period for a reasonable time following such amendment and will offer Eligible Shareholders an opportunity to withdraw their validly tendered Shares for such reasonable period following such amendment.

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1.2.20 If any of the above amendments is materially detrimental to the interests of Eligible Shareholders, such amendment may only take place if the conditions to the Reverse Auction Tender Offer are not satisfied.
1.2.21 Tenders made may not be withdrawn except as set forth in this Part II.
1.2.22 The Reverse Auction Tender Offer will close on the Expiration Date and no Tender Forms or TTE Instructions received after that time will be accepted in whole or in part, except to the extent that the Master Fund resolves to extend the period for tendering under the Reverse Auction Tender Offer, in which case a new date for the Reverse Auction Tender Offer will be given. The Master Fund reserves the right, subject to applicable legal and regulatory requirements, to extend the Reverse Auction Tender Offer Period at any time prior to 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012. Any material change to the expected timetable will be notified by the Company to Shareholders by way of an announcement through an RIS. Any such extension will comply with all applicable legal and regulatory requirements including, but not limited to, the duration of such extension.
1.2.23 All or any part of a holding of Shares may be tendered. Subject to the satisfaction of the Conditions referred to above, Shares successfully tendered will be purchased by the Master Fund fully paid and free from all liens, charges, equitable interests and encumbrances.
1.2.24 All tenders in respect of certificated Shares must be made on the accompanying Tender Form duly completed in accordance with the instructions set out below and in the Tender Form. The terms, provisions and instructions contained in or deemed to be incorporated in the Tender Form will also constitute part of the terms of the Reverse Auction Tender Offer. Words and expressions defined in this document shall have the same meanings when used in the Tender Form unless the context otherwise requires. The provisions of this Part II shall be deemed incorporated into the Tender Form. All tenders in respect of uncertificated Shares must be made by sending the appropriate TTE Instruction.
1.2.25 The Reverse Auction Tender Offer and all tenders in respect thereof, or pursuant thereto, and all contracts made pursuant thereto and any action taken or made or deemed to be taken or made under any of the foregoing shall be governed by and construed in accordance with English law. Execution of a Tender Form or sending of the appropriate TTE Instructions, will constitute submission to the exclusive jurisdiction of the English courts by the relevant Eligible Shareholder and his agreement that nothing shall limit the right of the Master Fund or the Company to bring any action, suit, or proceeding arising out of or in connection with the Reverse Auction Tender Offer or the Tender Form in any other manner permitted by law or in any court of competent jurisdiction.
1.2.26 It is expected that the results of the Reverse Auction Tender Offer will be announced by the Company on 13 December 2012 and that the Strike Prices will be announced on the same date.
1.2.27 All documents and remittances sent by or to Shareholders will be sent at the risk of the Shareholder concerned. If the Reverse Auction Tender Offer does not become unconditional and lapses or if in accordance with the terms of the Reverse Auction Tender Offer a tender cannot be accepted, (i) in the case of certificated Shares, share certificates and other documents of title will be returned by post to the person whose name and address (outside the Restricted Territories) is set out in Box 1 of the Tender Form or, if relevant, to the person whose name and address (outside the Restricted Territories) is set out in Box 3 of the Tender Form, in each case by no later than ten business days after the date of such lapse or non-acceptance; (ii) in the case of uncertificated Shares, such Shares will be returned through CREST by an appropriate TFE Instruction.
1.2.28 If part only of a holding of Shares is successfully tendered pursuant to the Reverse Auction Tender Offer, the relevant Eligible Shareholder will be entitled to receive the following:
(A) if Shares are held in certificated form - a balance certificate in respect of the unsold Shares; or
(B) if the Shares are held in uncertificated form - the crediting of the relevant CREST account of Eligible Shareholders with the balance of their unsold Shares by an appropriate TFE Instruction.

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1.2.29 Further copies of the Tender Form may be obtained on request from Capita Registrars by calling between 9:00 a.m. and 5:30 p.m. (Greenwich Mean Time) Monday to Friday on 0871 664 0321, or if calling from overseas on +44 20 8639 3399. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. For legal reasons Capita Registrars will not be able to give advice on the merits of the Reverse Auction Tender Offer or to provide legal, financial or taxation advice and accordingly, for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional advisor.
1.2.30 Holdings of Shares in certificated form and holdings of Shares in uncertificated form under the same name with different designations will be treated as separate shareholdings for the purposes of the application of terms of the Reverse Auction Tender Offer and a separate Tender Form and TTE Instruction will need to be submitted in order to tender each such separate holding.
1.2.31 The Master Fund reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of payment for which may, in the opinion of the Master Fund, be unlawful. The Master Fund also reserves the right to treat as valid in whole or in part tenders which are not entirely in order or which are not accompanied by the relevant share certificate(s) and/or other document(s) of title or in the case of holdings of Shares in uncertificated form, if the relevant TTE Instruction has not settled. No tender of Shares will be deemed to be validly made until all defects or irregularities (if any) have been cured or waived. In the event of a waiver, the consideration under the Reverse Auction Tender Offer will not be despatched until after the Tender Form is complete in all respects and the share certificates and/or other document(s) of title satisfactory to the Board have been received or in the case of holdings of Shares in uncertificated form, the relevant TTE Instructions have settled (as the case may be).
1.2.32 None of the Master Fund, the Company, the Receiving Agent, the Registrar, or any other person is or will be obliged to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.
1.2.33 The failure of any person to receive a copy of this document and/or, the Tender Form shall not invalidate any aspect of the Reverse Auction Tender Offer. None of the Master Fund, the Company, the Receiving Agent, the Registrar or any other person will incur any liability in respect of any person failing to receive this document and/or the Tender Form.
1.2.34 The Master Fund reserves the right to change the number or aggregate value of Shares available for purchase by the Master Fund under the Reverse Auction Tender Offer, based on market conditions and/or other factors, subject to compliance with applicable law and regulatory requirements. Any such revision will require, amongst other things that new Tender Forms are despatched to Shareholders and may, in certain circumstances, require that the period of the Reverse Auction Tender Offer be extended (See paragraphs 1.2.17 to 1.2.21 above).
1.2.35 No acknowledgement of receipt of any Tender Form, share certificate(s), other document(s) of title or other instructions (as appropriate) will be given. Any omission or failure to dispatch this document, the Tender Form or any notice required to be dispatched under the terms of the Reverse Auction Tender Offer to, or any failure to receive the same by, any person to whom the Reverse Auction Tender Offer is made, or should be made, shall not invalidate the Reverse Auction Tender Offer in any way or create any implication that the Reverse Auction Tender Offer has not been made to any such person. The Reverse Auction Tender Offer extends to persons to whom the Reverse Auction Tender Offer is made or should be made but to whom this document, the Tender Form or any related documents may not be despatched or by whom such documents may not be received, and such persons may collect copies of these documents from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
1.2.36 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the agreements arising from the acceptance of the Reverse Auction Tender Offer or any collateral agreements relating to the Reverse Auction Tender Offer.

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1.3 Overseas Shareholders
(a) The making of the Reverse Auction Tender Offer in, or to, persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom, or to persons who are custodians, nominees or trustees for, persons who are citizens, residents or nationals of such jurisdictions may be prohibited or affected by the laws of the relevant overseas jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of any such Shareholder wishing to tender Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such Shareholder will be responsible for any such issue, transfer or other taxes by whomsoever payable and the Master Fund, the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes such person may be required to pay.
(b) In particular, the Reverse Auction Tender Offer is not being, and will not be, made, directly or indirectly, in or into, any of the Restricted Territories, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, any of the Restricted Territories, and the Reverse Auction Tender Offer should not be tendered to by any such use, means, instrumentality or facility or from within any of the Restricted Territories.

Accordingly, copies of this document, the Tender Form and any related documents are not being and must not be mailed or otherwise forwarded, distributed or sent in, into or from any of the Restricted Territories or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute them in, into or from any of the Restricted Territories or to Excluded Overseas Shareholders, or use the mails or any such means, instrumentality or facility, for any purpose directly or indirectly in connection with the Reverse Auction Tender Offer, and so doing will render invalid any purported tender under the Reverse Auction Tender Offer. Persons wishing to tender pursuant to the Reverse Auction Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose, directly or indirectly, relating to any tender under the Reverse Auction Tender Offer. Envelopes containing Tender Forms should not be postmarked in any of the Restricted Territories or otherwise despatched from any of the Restricted Territories and all tendering Shareholders must provide addresses outside the Restricted Territories for the remittance of cash or return of any documents.

(c) A Shareholder will be deemed not to have tendered Shares pursuant to the Reverse Auction Tender Offer if (i) such Shareholder is unable to make the representations and warranties set out in paragraph 1.6 (headed “Representations, Warranties and Undertakings”) in this Part II; (ii) such Shareholder completes Box 3 of a Tender Form with an address in any of the Restricted Territories or has a registered address in any of the Restricted Territories; or (iii) such Shareholder inserts in Box 4 of a Tender Form the name and address of the person or agent in any of the Restricted Territories to whom he wishes the consideration to which such Shareholder is entitled under the Reverse Auction Tender Offer to be sent; or (iv) the Tender Form received from him is in an envelope postmarked in, or which otherwise appears to the Master Fund or its agents to have been sent from any of the Restricted Territories. The Master Fund reserves the right, in its absolute discretion, to investigate in relation to any tender, whether the representations and warranties referred to in paragraph 1.6 (headed “Representations, Warranties and Undertakings”) in this Part II given by any Shareholder are correct and, if such investigation is undertaken and as a result the Master Fund determines (for any reason) that such representation and warranty is not correct, such tender shall not be valid.

If, in connection with making the Reverse Auction Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Tender Form or any related documents in, into or from any of the Restricted Territories, such person should:

(i) inform the recipient of such fact;
(ii) explain to the recipient that such action may invalidate any purported tender by the recipient; and
(iii) draw the attention of the recipient to this paragraph 1.3 headed “Overseas Shareholders” in this Part II.

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(d) The Master Fund and the Company reserve the right to notify any matter, including the fact that the Reverse Auction Tender Offer has been made, to all or any Shareholders:
(i) who are Overseas Shareholders; or
(ii) whom the Master Fund or the Company knows to be a custodian, trustee or nominee holding Shares for persons who are Overseas Shareholders;

by announcement or by paid advertisement in a daily national newspaper published and circulated in the United Kingdom (in which event such notice shall be deemed to have been sufficiently given, notwithstanding any failure by any such Shareholders to receive or see such notice) and all references in this document to notice or the provision of information in writing by or on behalf of the Master Fund and/or the Company shall be construed accordingly.

(e) The provisions of this paragraph 1.3 override any terms of the Reverse Auction Tender Offer inconsistent with them. The provisions of this paragraph 1.3 and/or any other terms of the Reverse Auction Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Master Fund in its absolute discretion.
(f) References in this paragraph 1.3 to a Shareholder shall include the persons or persons executing a Tender Form and, in the event of more than one person executing a Tender Form, the provisions of this paragraph shall apply to them jointly and to each of them.
(g) The provisions in this paragraph 1.3 and/or any other terms of the Reverse Auction Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards a specific Shareholder or on a general basis by the Master Fund in its absolute discretion but only if the Master Fund is satisfied that such waiver, variation or modification will not constitute or give rise to breach of applicable securities or other laws.

Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

1.4 Shareholders in the United Kingdom
Shareholders who are citizens or nationals of, or resident in the United Kingdom will be able to participate in the Reverse Auction Tender Offer only if they are Relevant UK Persons. A Shareholder will be deemed not to have tendered Shares pursuant to the Reverse Auction Tender Offer if (i) such Shareholder is unable to make the representations and warranties set out in paragraph 1.6 (headed “Representations, Warranties and Undertakings”) in this Part II. The Master Fund reserves the right, in its absolute discretion, to investigate in relation to any tender, whether the representations and warranties referred to in paragraph 1.6 (headed “Representations, Warranties and Undertakings”) in this Part II given by any Shareholder are correct and, if such investigation is undertaken and as a result the Master Fund determines (for any reason) that such representation and warranty is not correct, such tender shall not be valid.

1.5 Procedure for Tendering

There are different procedures for Shares held in certificated form and for Shares held in uncertificated form

If you hold Shares in certificated form, you may only tender such Shares by completing and returning the Tender Form in accordance with the instructions set out in paragraph 1.5(b) below and the instructions printed thereon.

If you hold Shares in certificated form but under different designations, you should complete a separate Tender Form, as appropriate, in respect of each designation. Additional Tender Forms are available from Capita Registrars by telephone between 9:00 a.m. and 5:30 p.m., (Greenwich Mean Time) Monday to Friday, on 0871 664 0321, or if calling from overseas on +44 20 8639 3399. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. For legal reasons Capita Registrars will not be able to give advice on the merits of the Reverse

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Auction Tender Offer or to provide legal, financial or taxation advice and accordingly, for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional advisor.

(a) Shares held in certificated form

To tender your Shares held in certificated form you must complete, sign and have witnessed the Tender Form. The completed, signed and witnessed Tender Form should be sent either by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and, in any event, so as to be received not later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012. No tenders received after that time will be accepted. No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked in any of the Restricted Territories or otherwise appearing to the Master Fund, the Company or their agents to have been sent from any of the Restricted Territories or by Shareholders who are citizens or nationals of, or resident in the United Kingdom who are not Relevant UK Persons, will be rejected as an invalid tender. For further information on Overseas Shareholders, see paragraph 1.3 (headed “Overseas Shareholders”) in this Part II.

The completed and signed Tender Form should be accompanied, where possible, by the relevant share certificate(s) and/or other document(s) of title.

If your share certificate(s) and/or other document(s) of title is/are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by Capita Registrars not later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012, together with any share certificate(s) and/or documents(s) of title that you may have available with a note of explanation stating that the remaining documents will follow as soon as possible or that you have lost one or more of your share certificate(s) and/or other document(s) of title. The relevant share certificate(s) and document(s) of title should be forwarded as soon as possible thereafter and, in any event, so as to arrive by not later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012.

In respect of those Shares for which your share certificate(s) is/are lost, you should complete a letter of indemnity, which can be obtained by writing to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. This indemnity should be returned as described above so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012.

Where you have returned a letter of indemnity in respect of unavailable share certificate(s) and you subsequently find or obtain the relevant share certificate(s), you should immediately send the share certificate(s) by hand (during normal business hours only) or by post to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as described above.

If a Shareholder does not return his share certificate(s) by 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012, the Master Fund may deem (in its absolute discretion) that such Shareholder has only tendered the number of Shares in respect of which share certificates have been received.

If the Reverse Auction Tender Offer does not become unconditional and lapses, or is terminated, Tender Forms, share certificates and other documents of title will be returned to Eligible Shareholders by post not later than 10 business days after the date of such lapse.

(b) Shares held in uncertificated form

To tender your Shares held in uncertificated form you must send (or, if you have a CREST sponsor, procure that your CREST sponsor sends) a separate TTE Instruction to Euroclear for each class of Shares that you wish to tender for purchase which must be properly authenticated in accordance with its specifications.

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Each TTE Instruction must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:

the number of Shares of the relevant class of Shares to be transferred to an escrow balance (this must be the maximum number tendered for purchase);
your CREST participant ID;
your CREST member account ID;
the participant id (RA10) of the escrow receiving agent (Capita Registrars) in its capacity as a CREST receiving agent;
the member account ID of the escrow receiving agent to elect for the discount level in respect of the Sterling Shares, the Euro Shares and the US Dollar Shares is detailed below:

Discount	Level
5%	27811500
5.5%	27811550
6%	27811600
6.5%	27811650
7%	27811700
7.5%	27811750
8%	27811800
8.5%	27811850
9%	27811900
9.5%	27811950
10%	27811100
10.5%	27811105
11%	27811110
11.5%	27811115
12%	27811120
12.5%	27811125
13%	27811130
13.5%	27811135
14%	27811140
14.5%	27811145
15%	27811150

the corporate action ISIN for relevant class of Shares which is GG00B1YQ6R97 in respect of the Sterling Shares, GG00B1YQ6Y64 in respect of the Euro Shares and GG00B1YQ7219 in respect of the US Dollar Shares;
the corporate action number for the Reverse Auction Tender Offer, which is allocated by Euroclear and can be found by viewing the relevant corporate actions details in CREST;
the contact name and number for the Eligible Shareholder or its agent to be inserted in the shared note field;
the intended settlement date for the transfer to escrow which should be as soon as practicable and in any event no later than 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012; and
input with the standard delivery instruction priority of 80.

Shares for which a valid TTE Instruction has been submitted will be transferred to escrow in CREST. It will not, therefore, be possible to access or otherwise deal in such Shares and such Shares will be held in escrow pending the closing of the Reverse Auction Tender Offer, at which time Shares being purchased will be held in escrow whilst Shares unsuccessfully tendered will be returned to the relevant CREST stock account by means of a TFE Instruction.

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(c) Deposits of Shares into, and withdrawals of Shares from, CREST
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Reverse Auction Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person’s participation in the Reverse Auction Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title prior to 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012).

If you are in any doubt as to the procedure for accepting the Reverse Auction Tender Offer please telephone Capita Registrars between 9:00 a.m. and 5:30 p.m. (Greenwich Mean Time) Monday to Friday on 0871 664 0321, or if calling from overseas on +44 20 8639 3399. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. For legal reasons, Capita Registrars will not be able to give advice on the merits of the Reverse Auction Tender Offer or to provide legal, financial or taxation advice, and accordingly, for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.

Shareholders should note that once tendered, Shares may not be sold, transferred, charged or otherwise disposed of unless such Shares are first withdrawn from participation in the Reverse Auction Tender Offer pursuant to the terms set forth in this document.

1.6 Representations, Warranties and Undertakings

Each Shareholder by whom, or on whose behalf, a Tender Form is executed or a TTE Instruction is submitted irrevocably undertakes, represents, warrants and agrees to and with the Master Fund, the Company and the Receiving Agent (so as to bind him, his personal or legal representatives, heirs, successors and assigns) that:

(a) in respect of an Eligible Shareholder by whom, or on whose behalf, a Tender Form is executed or a TTE Instruction is sent, the execution of the Tender Form and, if applicable, submission of valid share certificate(s) or document(s) that shall constitute an offer to sell to the Master Fund at the specified Discount Level(s), the Shares detailed in Box 1 of the Tender Form or deemed to be inserted (or such lesser number of Shares as is accepted for purchase pursuant to the Reverse Auction Tender Offer), in each case on and subject to the terms and conditions set out and referred to in this document and the relevant Tender Form and that, once lodged, such offer shall only be withdrawn in accordance with the provisions set forth in paragraphs 1.2.16 to 1.2.21 of this document;
(b) such Shareholder has full power and authority to tender, sell, assign or transfer the Shares in respect of which such offer is accepted (together with all rights attaching thereto) and when the same are purchased, the Master Fund will acquire such Shares fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching thereto on 13 December 2012, including the right to vote the Shares and to receive all dividends and other distributions declared, paid or made on or after 13 December 2012;
(c) if such Shareholder is tendering Shares, the execution of the Tender Form and/or the execution of a TTE Instruction will, subject to the Reverse Auction Tender Offer becoming unconditional, constitute the irrevocable appointment of any director or officer of the Master Fund or the Company, or other person(s) nominated by the Master Fund, as such Shareholder’s attorney and/or agent (“ attorney ”) and an irrevocable instruction and authorisation for the attorney to complete and execute all or any instruments of transfer and/or the purchase contract and/or other documents at the attorney’s discretion in relation to the Shares being tendered by that Shareholder in favour of the Master Fund and to deliver such instruments of transfer and/or the purchase contract and/or other documents at the discretion of the attorney, together with the share certificate(s) and/or any other documents relating to such Shares, for registration within 6 months of the Reverse Auction Tender Offer becoming unconditional and to do all such other acts and things as may, in the opinion of such

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attorney, be necessary or expedient for the purpose of, or in connection with the Reverse Auction Tender Offer and to vest in the Master Fund or its nominee(s) such Shares;

(d) if such Shareholder is tendering Shares, such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by such attorney and/or by the Master Fund and/or the Company or any of their directors in the proper exercise of their or his or her powers and/or authorities hereunder;
(e) if such Shareholder is tendering Shares, such Shareholder holding Shares in certificated form will deliver to the Receiving Agent their share certificate(s) and/or other document(s) or title in respect of the Shares being tendered by that Shareholder or an indemnity acceptable to the Master Fund in lieu thereof or will procure that the delivery of such document(s) to such person as soon as possible thereafter and, in any event, before 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012;
(f) if such Shareholder is tendering Shares, such Shareholder shall do all such things and acts as shall be necessary or expedient and execute any additional documents deemed by the Master Fund to be desirable to complete the Master Fund’s purchase of the Shares and/or to perfect any of the authorities expressly given hereunder;
(g) if such Shareholder is tendering Shares, such Shareholder, if an Overseas Shareholder, has fully observed and complied with any applicable legal requirements so that the invitation under the Reverse Auction Tender Offer may be lawfully made to him under the laws of the relevant jurisdiction;
(h) such Shareholder:
(i) if, a citizen or national of, or resident in the United Kingdom, is a Relevant Person;
(ii) is not an Excluded Overseas Shareholder;
(ii) does not hold any Shares which he has tendered on behalf of an Excluded Overseas Shareholder;
(iii) has not received or sent copies or originals of this document, the Tender Form or any related document in, into or from any of the Restricted Territories;
(iv) is tendering Shares pursuant to the Reverse Auction Tender Offer from outside the Restricted Territories;
(v) is not an agent or a fiduciary acting on a non-discretionary basis for the principal who has given any instructions with respect to the Reverse Auction Tender Offer from within any of the Restricted Territories;
(vi) has not received this document or the accompanying Tender Form relating to the Reverse Auction Tender Offer, and has not otherwise utilised in connection with the Reverse Auction Tender Offer, directly or indirectly, the mails of or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, any of the Restricted Territories, or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such jurisdictions;
(vii) acknowledges that any Tender Form received from an Excluded Overseas Shareholder, or from a person acting for, of for the account of benefit of, an Excluded Overseas Shareholder, or that otherwise appears to have been sent or submitted from any Restricted Territory or, from Shareholders who are citizens or nationals of, or resident in the United Kingdom who are not Relevant UK Persons, will be rejected as invalid and will be treated as stated in paragraph 1.3, headed “Overseas Shareholders”, of Part II of this document;
(viii) acknowledges that the Shares have not been, and will not be, registered under the US Securities Act or under any relevant securities laws of any state or territory, or other jurisdiction of the United States and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, or for the account or benefit of any US Person, and that the Company and the Master fund are not and will not be registered under the US Investment Company Act and Shareholders are not and will not be entitled to the benefits and protections of the US Investment Company Act;
(ix) wishes to participate in the Reverse Auction Tender Offer on the conditions set out in this document; and

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(x) has read and understood paragraph 1.3, “Overseas Shareholders”, of Part II of this document;
(i) the creation of an assured payment obligation in favour of a Shareholder’s payment bank in accordance with the CREST assured payment arrangements as referred to in paragraph 1.7 (headed "Purchase of Shares and Settlement") in this Part II will, to the extent of the obligations so created, discharge fully any obligation of the Master Fund to pay to such Shareholder the cash consideration to which he is entitled pursuant to the Reverse Auction Tender Offer;
(j) on execution each Tender Form takes effect as a deed;
(k) that, subject to the Reverse Auction Tender Offer becoming unconditional or the withdrawal of such Shareholder’s Shares pursuant to the provisions set forth in paragraphs 1.2.16 to 1.2.21 of this document, the execution of a Tender Form or the execution of a TTE Instruction, constitutes an irrevocable authorisation and request:
(i) if the Shares concerned are in certificated form, to the Master Fund to procure the despatch by post of a cheque drawn in the currency of the relevant class of Shares for the cash consideration to which a tendering Shareholder is entitled, at the risk of such Shareholder, to the registered holder(s); and
(ii) if the Shares concerned are in uncertificated form, to the Master Fund to procure the creation of an assured payment obligation in favour of the payment bank of the tendering Eligible Shareholders in accordance with the CREST assured payment arrangements in respect of the cash consideration to which such Eligible Shareholder is entitled;
(m) that the execution of a Tender Form and/or the execution of a TTE Instruction constitutes such Shareholder’s submission to the jurisdiction of the courts of England in relation to all matters arising out of or in connection with the Reverse Auction Tender Offer or the Tender Form; and
(n) the execution of the Tender Form and/or the execution of a TTE Instruction (as appropriate) constitutes a warranty by such Shareholder that the information given by or on behalf of the Shareholder in the Tender Form and/or in the TTE Instruction will be true in all respects at the time the Master Fund purchases the Shares referred to in paragraph 1.6(a) above as if it had been given afresh at such time and shall not be extinguished by such purchase.

A reference in this section headed “Representations, Warranties and Undertakings” to a Shareholder includes a reference to the person or persons executing the Tender Form or executing the TTE Instructions (as appropriate), and in the event of more than one person executing a Tender Form or executing the TTE Instructions (as appropriate), the provisions of this paragraph will apply to them jointly and severally.

1.7 Purchase of Shares and Settlement

Unless the Reverse Auction Tender Offer is terminated or is void, the outcome of the Reverse Auction Tender Offer and (if applicable) the extent to which tenders will be scaled down will be announced by no later than 5:00 p.m. (Greenwich Mean Time) and 12:00 p.m. (US Eastern Standard Time) on 13 December 2012.

The payment of any consideration for Shares pursuant to the Reverse Auction Tender Offer will be made only after the appropriate TTE Instruction has settled or (as may be the case) timely receipt by the Receiving Agent of share certificate(s) and/or other documents of title, a properly completed and duly executed Tender Form and any other documents required by the Tender Form. Delivery of cash for the Shares to be purchased by the Master Fund pursuant to the Reverse Auction Tender Offer will be made by the Receiving Agent. The Receiving Agent will act as agent for the Master Fund for the purpose of receiving the cash and transmitting such cash to tendering Shareholders. Under no circumstances will interest be paid on the cash to be paid by the Master Fund notwithstanding any delay in making such payment.

If any tendered Shares are not purchased by the Master Fund pursuant to the terms of the Reverse Auction Tender Offer, in the case of Shares held in certificated form relevant share certificates evidencing any such Shares and/or other documents of title will be returned or sent as promptly as practicable without expense to, but at the risk of, the Shareholders tendering their Shares. In the case of uncertificated Shares, Shares will be returned to Shareholders by means of a TFE Instruction.

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Settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by the Master Fund will be made as follows:

(a) Shares in certificated form

Where an accepted tender relates to Shares held by Shareholders in certificated form, cheques for the consideration will be despatched on or around the third business day following the Expiration Date by the Receiving Agent by first class post, at the risk of registered holder(s). All payments will be made in the currency of the relevant class of the Shares concerned by cheque drawn on a bank in the United Kingdom, at the risk of the person(s) entitled thereto.

(b) Shares in uncertificated form

Where an accepted tender relates to Shares held by Shareholders in uncertificated form, settlement shall be made in the currency of the relevant class of the Shares on or around the third business day following the Expiration Date through CREST by Capita Registrars, on behalf of the Company, procuring the creation of an assured payment in favour of the payment banks of the relevant Shareholders in accordance with the CREST assured payment arrangements.

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PART III

UK AND US TAX CONSIDERATIONS

United Kingdom taxation

The following summary of the tax treatment in the United Kingdom is intended as a general guide only. It is based on certain aspects of current UK law and HM Revenue & Customs published practice as at the date of this document and does not constitute tax advice. The summary relates only to Shareholders who are resident in the United Kingdom for tax purposes (save as expressly provided otherwise), who beneficially own their Shares and who hold their Shares as investments. It may not be applicable to certain Shareholders, including insurance companies, dealers in securities and Shareholders who are not beneficial owners of the relevant Shares, such as trustees.

Any Shareholder who is in any doubt as to his or her tax position or who is subject to tax in a jurisdiction other than the United Kingdom is strongly recommended to consult an appropriate professional adviser.

Disposal of shares

Subject to the comments below, the sale of Shares to the Master Fund under the Reverse Auction Tender Offer will constitute a disposal for chargeable gains purposes at a price per Share equal to the applicable Strike Price. Whether a loss or a gain arises for a particular Shareholder will depend on the price at which that Shareholder originally acquired the Shares.

Offshore fund rules

The UK tax treatment of any disposal of the Shares is subject to the application of the UK Offshore Fund Rules. These rules were amended with effect from 1 December 2009 and include, amongst other things, a new definition of “offshore fund”. If the Company were an offshore fund under the new Offshore Fund Rules, gains arising to a Shareholder on disposal of the Shares may be subject to tax as income and not capital gain.

The application of the new Offshore Fund Rules is not entirely certain in all cases. However, it is considered that the Reverse Auction Tender Offer should not result in the Company being treated as an “offshore fund” under the new Offshore Fund Rules, and that as such the disposal should be treated as falling outside of these rules.

Stamp Duty

There should be no stamp duty payable on the purchase by the Master Fund of Shares under the Reverse Auction Tender Offer. In the event that any such duty is or becomes payable the cost will be borne by the Master Fund.

United States taxation

The following summary is a discussion of the material United States federal income tax consequences of the Reverse Auction Tender Offer that may be relevant to Eligible Shareholders who tender some or all of their Shares for cash pursuant to the Reverse Auction Tender Offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the “ Code ”), Treasury Regulations, rulings issued by the Internal Revenue Service (the “ IRS ”), judicial decisions and other applicable authorities, all as of the date hereof. All of the foregoing is subject to change or differing interpretations, possibly with retroactive effect. This summary does not purport to discuss all aspects of federal income taxation which may be important to a particular person in light of its investments or tax circumstances, or to certain types of investors subject to special tax rules (including financial institutions, broker-dealers and insurance companies), nor does it describe any aspect of state, local, foreign or other tax laws. This summary assumes that the Shares are held by the Eligible Shareholders for investment purposes (commonly referred to as capital assets). No

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advance ruling has been or will be sought from the IRS regarding any matter discussed herein. Further, no opinion of counsel has been or will be obtained with regard to the Reverse Auction Tender Offer.

TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF TAX MATTERS SET FORTH IN THIS OFFERING CIRCULAR WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY PROSPECTIVE INVESTOR, FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE OR LOCAL TAX LAW. THE UNITED STATES FEDERAL INCOME TAX TREATMENT OF A SHAREHOLDER PARTICIPATING IN THE REVERSE AUCTION TENDER OFFER DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF UNITED STATES FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. ACCORDINGLY, YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF TENDERING YOUR SHARES PURSUANT TO THIS OFFER OR OF A DECISION NOT TO TENDER IN LIGHT OF YOUR SPECIFIC TAX SITUATION.

For purposes of this discussion, a “ US Holder ” is a beneficial owner of Shares that is for US federal income tax purposes: (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate, the income of which is subject to US federal income taxation regardless of its source; or (4) a trust, if either (i) the trust is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person. A “ non-US Holder ” is a beneficial owner of Shares that is not a US Holder. If an entity treated as a partnership for US federal income tax purposes holds Shares, the tax treatment of a partner in such entity will generally depend upon the status of the partner and the activities of the entity. If you are a partner of such an entity that holds Shares, you should consult your own tax advisor. The discussion in this summary does not constitute tax advice and is not intended to be a substitute for tax planning.

Tax Consequences to US Holders

General

Upon a sale of the Shares pursuant to the Reverse Auction Tender Offer, a US Holder generally will recognise gain or loss for US federal income tax purposes equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder’s adjusted tax basis in the Shares. However, any sale or disposition of the Shares will be subject to special tax treatment under the passive foreign investment company ( “PFIC” ) rules described below, which could have an adverse effect, including requiring the recognition of additional income. Unless a mark to market election or a qualified electing fund ( ‘‘QEF’’ ) election is made as described below, any loss will be a capital loss, and will be a long-term capital loss if the Shares have been held for more than one year. Any gain or loss will generally be US source for foreign tax credit purposes.

Any foreign currency received on the sale of Shares will have a tax basis equal to its US Dollar value on the settlement date. Any gain or loss recognised on a sale or other disposition of a foreign currency will be US source ordinary income or loss. The amount realised on a sale of the Shares for an amount in foreign currency will be the US Dollar value of this amount on the date of sale or disposition. On the Settlement Date, the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US Dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of the Shares traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be based on the exchange rate in effect on the Settlement Date for the sale, and no exchange gain or loss will be recognised at that time.

Passive Foreign Investment Company Considerations

Under the PFIC regime, a US Holder will generally be subject to special rules with respect to any gain realised on the sale or other disposition of the Shares. Under these rules: (a) gain will be allocated ratably

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over the US Holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the Company is a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year.

A US Holder that has made a QEF election with respect to its Shares valid during such holder’s entire holding period in such Shares will generally not be subject to the PFIC rules described above. Instead, a US Holder will recognize capital gain or loss on the sale of Shares except to the extent any gain is attributable to stock in lower-tier PFICs for which a QEF election has not been made, in which case the PFIC rules described above will be applicable to the gain attributable to such lower-tier PFICs.

The PFIC rules described above will also not apply to a US Holder who has made a valid mark-to-market election with respect to Shares. Such a US Holder will recognize any gain on the sale of Shares as ordinary income, and any losses incurred on a sale of Shares will be treated as an ordinary loss to the extent of any net mark to market gains for prior years (and thereafter as capital loss).

Potential US investors should consult their own tax advisers regarding the application of the PFIC regime to the sale of Shares pursuant to the Reverse Auction Tender Offer.

US Tax-Exempt Entities

US tax-exempt investors generally are subject to US income tax on their ‘‘unrelated business taxable income’’ (‘‘ UBTI ’’). UBTI is generally defined as the excess of the amount of gross income from any unrelated trade or business conducted by a tax-exempt entity over the deductions attributable to such trade or business, subject to certain modifications. Those modifications provide that UBTI generally does not include gain from the sale of Shares, except to the extent that any such gain is generated by an asset financed with ‘‘acquisition indebtedness’’ within the meaning of Section 514 of the US Internal Revenue Code. Accordingly, the income that a US tax-exempt entity generally should not recognize UBTI under Section 511 of the US Internal Revenue Code on the sale of Shares, except to the extent that such entity’s acquisition of the Shares is debt financed.

The Company constitutes a PFIC for US federal income tax purposes. Under Treasury Regulations, a taxexempt entity is not considered to be a shareholder in a PFIC. Therefore, the tax-exempt entity would not be subject to the PFIC tax rules described above, except to the extent that a gain would be taxable under the UBTI provisions of the US Internal Revenue Code. Hence, a tax-exempt entity would only be subject to tax under the PFIC regime in respect of gain realised on the sale of the Shares of a PFIC in limited circumstances.

Backup Withholding and Information Reporting

Payments of proceeds with respect to the sale of Shares by a US paying agent or other US intermediary to a US Holder may be reported to the US Internal Revenue Service and to the US Holder as may be required under applicable regulations. Backup withholding may apply to reportable payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. The US Holder may credit amounts withheld against its US federal income tax liability and claim a refund for amounts in excess of its tax liability if the required information is provided to the US Internal Revenue Service. Certain US Holders (including, among others, corporations) are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Taxation of Non-US Holders

For US federal income tax purposes, a Shareholder of the Company who is a Non-US Holder will not be subject to US federal income taxation on gains recognised on the sale of Shares, provided that such income and gains are not considered to be effectively connected with the conduct of a trade or business carried on by the Shareholder in the United States. In limited circumstances, an individual holder who is present in the United States for 183 days or more during a taxable year may be subject to US income tax at a flat rate of 30 per cent. on gains realised on a disposition of the Shares in such year.

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PART IV

ADDITIONAL INFORMATION

1. Available Information and Incorporation of Certain Documents by Reference

The following documents and the press releases, if any, announcing those documents, which are filed by the Company with the Financial Services Authority, are hereby incorporated by reference and shall be considered to be a part of this document.

The Company’s Audited Report and Financial Statements for the Year Ended December 31, 2011;
The Company’s Unaudited Condensed Interim Financial Statements for the Six Months Ended 30 June 2012;
The documents posted on the Company’s website in the Public Documents section under the headings “Press Releases—2012” to the extent that such documents refer to the Company;
The Articles of the Company posted on the Company’s website in the Public Documents section under the heading “Prospectus & Articles of Association”;
The Monthly Report for September 2012 posted in the Reports section of the Company’s website under the heading “Monthly Reports”;
The Monthly Report for August 2012 posted in the Reports section of the Company’s website under the heading “Monthly Reports”;
The Monthly Report for July 2012 posted in the Reports section of the Company’s website under the heading “Monthly Reports”;

All documents and reports filed by the Company with, or furnished by the Company to, the Financial Services Authority or posted on the Company’s website in the Public Documents section under the headings “Press Releases – 2012” or in the Reports section under the heading “Monthly Reports” that refer to the Company after the date of this document and prior to the Expiration Date, shall be deemed to be incorporated by reference into this document from the date of filing or posting of such documents.

Any statement contained in a document or report incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this document to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

Shareholders may obtain copies of the Company’s reports and filings, at no cost, on the Company’s website in the Public Documents and Reports sections. Other than the documents expressly referred to in this document above, the information contained on or that can be accessed through the Company’s website is not incorporated by reference in, and is not part of, this document.

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PART V

FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Company concerning, among other things, the investment objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company and the markets in which it invests. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company’s actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained or incorporated by reference in this document. In addition, even if the investment performance, results of operations, financial condition, liquidity and dividend policy of the Company, and the development of its financing strategies, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to:

the risk factors set forth in Part VI “Risk Factors”;
changes in economic conditions generally and the equity markets specifically;
● changes in the Company’s or the Master Fund’s business strategy;
changes in interest rates and/or credit spreads, as well as the success of the Company’s or the Master Fund’s hedging strategy in relation to such changes;
impairments in the value of the Company’s or the Master Fund’s investments;
legislative/regulatory changes;
changes in taxation regimes;
the Company’s and the Master Fund's continued ability to invest the cash on their balance sheets in suitable investments on a timely basis; and
the risks, uncertainties and other factors discussed in the documents incorporated by reference herein.

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PART VI

RISK FACTORS

The decision to tender Shares pursuant to the Reverse Auction Tender Offer is a matter for each individual Eligible Shareholder. Certain matters which Eligible Shareholders may wish to take into consideration are set out below and in the documents incorporated by reference. However, there may be other risks of equal or greater magnitude which are not set out below or discussed in the documents incorporated by reference or which may be applicable to certain Eligible Shareholders or types of Eligible Shareholder.

Risks relating to the Reverse Auction Tender Offer

Shareholders should have regard to the following risk factors (which are not exhaustive) when considering whether or not to tender their Shares under the Reverse Auction Tender Offer:

Financing arrangements necessary to fund the Reverse Auction Tender offer may not be implemented by the Master Fund in a timely manner due to market conditions or other circumstances and accordingly the settlement of the Reverse Auction Tender Offer may be delayed.
The costs of the Reverse Auction Tender Offer will be met by those Eligible Shareholders who sell Shares pursuant to the Reverse Auction Tender Offer. Such costs may materially reduce the amounts that such Shareholders receive in respect of the sale of those Shares.
Tenders made at the Strike Discount may be scaled back pro rata (weighted by Share class) to the total number of Shares tendered by all Eligible Shareholders at the Strike Discount to the extent necessary in order to avoid exceeding the Maximum Payment Amount (given that tenders made at a discount wider than the Strike Discount will be satisfied in full at the Strike Price).
The discount to Net Asset Value at which Shares currently trade may not reduce as a result of the Reverse Auction Tender Offer (or otherwise) and may increase. The lower number of Shares in issue following completion of the Reverse Auction Tender Offer may reduce secondary market liquidity in the Shares which could, accordingly, adversely affect a Shareholder’s ability to sell his Shares in the market.
The Net Asset Value performance of the Company may not improve with the result that the Net Asset Value attributable to the Shares may decline.
The effect of the Reverse Auction Tender Offer, due to the Master Fund’s holding of Shares, will be, in effect, that the fixed costs of the Company will be spread over fewer Shares.
Shares in uncertificated form for which TTE Instructions are made will be transferred to escrow in CREST. It will not, therefore, be possible to access or otherwise deal in such Shares and such Shares will be held in escrow until the close of the Reverse Auction Tender Offer. Certificated Shares for which a Tender Form and relevant Share certificate(s) have been submitted will be retained by the Company's Receiving Agent, and so it will not be possible to access or otherwise deal in such Shares until the close of the Reverse Auction Tender Offer.
A tender pursuant to the Reverse Auction Tender Offer, once served on the Master Fund or its agents, may not be withdrawn without the consent of the Master Fund except as expressly set forth in paragraph 1.2.16 to 1.2.21 in Part II of this document.
Securities laws in certain jurisdictions, in particular the Restricted Territories, may prevent certain Shareholders, in particular, Excluded Overseas Shareholders, from participating in the Reverse Auction Tender Offer. For more information, please refer to the section entitled “Overseas Shareholders” in Part II of this document.
The tax treatment of amounts received in respect of acceptances of the Reverse Auction Tender Offer will vary, perhaps significantly, between different types of Shareholder and between Shareholders in different jurisdictions. It is the responsibility of each individual Shareholder to determine what tax treatment would be applicable to the receipt by him of amounts payable in respect of a sale of Shares.

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DEFINITIONS

In this document and the Tender Form the following definitions apply unless the context requires otherwise:

“£” or “Pounds Sterling” pounds Sterling, the lawful currency for the time of the UK and references to “pence” and “p” shall be construed accordingly “ Articles of Incorporation” the articles of incorporation of the Company as at the date of this or “Articles” document “ Australia” the Commonwealth of Australia, its states, territories and possessions “Board” or “Directors” the board of directors of the Company “business day” a day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London and Guernsey “Canada” Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof “Capita Registrars” a trading name of Capita Registrars Limited “certificated” or not in uncertificated form “in certificated form” “Company” Third Point Offshore Investors Limited “CREST member” a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations) “CREST participant” a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations) “CREST Regulations” the Guernsey Regulations and the UK Regulations “CREST sponsor” a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the CREST Regulations) “CREST sponsored member” a CREST member admitted to CREST as a sponsored member “CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form “Disclosure and the disclosure and transparency rules made by the FSA under Part Transparency Rules” VI of FSMA “Discount Level” the level at which Eligible Shareholders of each Share class will be able to tender for purchase some or all of their Shares at their chosen level of discount to the NAV at the Reverse Auction Tender Offer NAV Calculation Date “Eligible Shareholders” (1) Shareholders resident in, or citizens of, a jurisdiction outside the Restricted Territories on the Register at the Record Date; and (2) with respect to Shareholders resident in, or citizens of United Kingdom, such Shareholders who are Relevant UK Persons

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“ESA Instruction” escrow adjustment instruction “Euro Shares” Shares of the Company denominated in Euro

“Euro” or “€” refers to the lawful single currency introduced at the start of the third stage of the Economic and Monetary Union, pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union

“Euroclear” Euroclear UK & Ireland Limited “Event Driven” has the meaning given to that term in the prospectus of the Company dated 2 July 2007

“Excluded Overseas Shareholders” Shareholders who are citizens or nationals of, or resident in, any of the Restricted Territories “Expiration Date” 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012 (such date and time, as they may be extended)

“FSA” the UK Financial Services Authority

“FSMA” the UK Financial Services and Markets Act 2000, as amended

“Investment Manager” Third Point LLC

“London Stock Exchange” London Stock Exchange plc “Master Fund” Third Point Offshore Fund, Ltd.

“Maximum Discount Level” the maximum discount level to Net Asset Value per Share on the Reverse Auction Tender Offer NAV Calculation Date at which Shares offered for purchase may be accepted, being 15 per cent.

“Maximum Payment Amount” US$30 million (as the same may be increased or decreased) “Minimum Discount Level” the minimum discount level to Net Asset Value per Share on the Reverse Auction Tender Offer NAV Calculation Date at which Shares offered for purchase may be accepted, being 5 per cent. “NAV” or “Net Asset Value” the net asset value of the Company being the value of the assets of the Company, less its liabilities, determined in accordance with the Articles or, as the context requires, the net asset value per Share calculated in accordance with the Articles “Notice of Withdrawal” the notice of withdrawal available upon request from the Capita Registrars for use by a Shareholder to withdrawal of Shares tendered by such Shareholder under the Reverse Auction Tender Offer “Overseas Shareholders” Shareholders who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom “participant ID” the identification code or membership number used in CREST to identify a particular CREST Member or other CREST participant “Portfolio” the Company's portfolio of investments “Post-Amendment Period” has the meaning given to that term in Part I of this document “Receiving Agent” Capita Registrars

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5:00 p.m. (Greenwich Mean Time) and 12:00 p.m. (US Eastern Standard Time) on 12 December 2012

“Record Date”	5:00 p.m. (Greenwich Mean Time) and 12:00 p.m. (US Eastern
	Standard Time) on 12 December 2012
“Register”	the register of members of the Company
“Registrar”	Capita Registrars
“Relevant UK Persons”	(i) persons having professional experience in matters relating to
	investments who fall within the definition of “investment
	professionals” in Article 19(5) of the Financial Services and Markets
	Act 2000 (Financial Promotion) Order 2005 (as amended); (ii) high
	net worth companies, unincorporated associations and
	partnerships and trustees of high value trusts as described in
	Article 49(2) of the Financial Services and Markets Act 2000
	(Financial Promotion) Order 2005 (as amended); or (iii) any other
	person to whom the Reverse Auction Tender Offer may be lawfully
	made by an unauthorised person pursuant to section 21 of FSMA.
“Restricted Territories”	Canada, Australia and Japan and any other jurisdiction where the
	making of the Reverse Auction Tender Offer would breach any
	applicable law
“Reverse Auction Tender Offer	5 December 2012
NAV Calculation Date”
“Reverse Auction	5:01 a.m. (Greenwich Mean Time) and 12:01 a.m. (US Eastern
Tender Offer Period”	Standard Time) on 8 November 2012 until 1:00 p.m. (Greenwich
	Mean Time) and 8:00 a.m. (US Eastern Standard Time) on
	12 December 2012, unless extended or terminated by the Master
	Fund (such period, as it may be extended)
“Reverse Auction Tender Offer”	the invitation by the Master Fund to Eligible Shareholders to tender
	Shares for purchase by the Master Fund on the terms and subject
	to the conditions set out in this document and the Tender Form
“RIS”	a regulatory information service that is approved by the FSA as
	meeting the primary information provider criteria and that is on the
	list of regulatory information services maintained by the FSA
“Settlement Date”	the date by which the consideration for Shares tendered under the
	Reverse Auction Tender Offer will be settled by cheque and by
	payment through CREST to the Eligible Shareholders which is
	currently expected to be the third business day following the
	Expiration Date
“Shareholders”	holders of Shares
“Shares”	the Sterling Shares, the Euro Shares and/or the US Dollar Shares
	as the context may require
“Sterling Shares”	Shares of the Company denominated in Sterling
“Strike Discount”	the Discount Level which will be used to determine the Strike Price
	for a particular Share class
“Strike Price”	for each Share class, the prices at which Shares will be purchased
	pursuant to the Reverse Auction Tender Offer, calculated as set out
	in this document less the_pro rata_ amount of the costs and
	expenses of the Reverse Auction Tender Offer

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“Tender Form” the tender form accompanying this document for use in connection with the Reverse Auction Tender Offer by Eligible Shareholders “TFE Instruction” transfer from escrow instruction “TTE Instruction” transfer to escrow instruction “UK Regulations” the Uncertificated Securities Regulations 2001 (SI No. 2001/3755) “United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland “United States” or “US” the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction “US Dollar Shares” Shares of the Company denominated in US Dollars “US Investment Company Act” the US Investment Company Act of 1940, as amended “US Person” has the meaning given to that term in Regulation S under the US Securities Act “US Securities Act” the US Securities Act of 1933, as amended “US$” or “US Dollars” the United States Dollar, the lawful currency for the time being of the United States and references to “cents” shall be construed accordingly “Withdrawal Deadline” 1:00 p.m. (Greenwich Mean Time) and 8:00 a.m. (US Eastern Standard Time) on 12 December 2012 (such date and time, as they may be extended)

Perivan Financial Print 226931

AI assistant

Third Point Investors Ltd — Capital/Financing Update 2012

10569_rns_2012-11-08_c785764d-ebc2-422f-aaa6-a3a24665c099.pdf

THIRD POINT OFFSHORE INVESTORS LIMITED

Reverse Auction Tender Offer for up to a maximum value of US$30 million

If you do not wish to tender any of your Shares in the Reverse Auction Tender Offer, do not complete a Tender Form or submit a TTE Instruction.

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS FOR THE REVERSE AUCTION TENDER OFFER

PART I

LETTER FROM THE CHAIRMAN OF THIRD POINT OFFSHORE INVESTORS LIMITED

Proposed Reverse Auction Tender Offer by Third Point Offshore Fund, Ltd. to purchase Shares up to the Maximum Payment Amount

Introduction

Background to and Reasons for the Reverse Auction Tender Offer

The Reverse Auction Tender Offer

The principal objectives of the Reverse Auction Tender Offer

Key Features of the Reverse Auction Tender Offer

Please note that the above is a summary only of the principal terms of the Reverse Auction Tender Offer. You should read carefully Part II of this document which contains the Letter from the Master Fund, including full terms and conditions applicable to the Reverse Auction Tender Offer.

Illustrative example

Example

Comments on illustrative example above

Proceeds

Expenses

Conversions between Share classes

Therefore, if you intend to participate in the Reverse Auction Tender Offer, do not submit a conversion notice in respect of the Shares you wish to tender.

Shareholders in the United Kingdom

Overseas Shareholders

UK and US Taxation

Notification of Interests

Action to be taken

(ii) Shares held in uncertificated form

Additional Information

Recommendation

Marc A Autheman

PART II

LETTER FROM THIRD POINT OFFSHORE FUND, LTD.

Dear Shareholder

1. TERMS AND CONDITIONS OF THE REVERSE AUCTION TENDER OFFER

1.1 Conditions of the Reverse Auction Tender Offer

(the conditions in paragraphs (a) and (b) being the “ Conditions ”).

1.2.10 Tenders of Shares without any specified Discount Level will be invalid.

Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant territory.

1.5 Procedure for Tendering

There are different procedures for Shares held in certificated form and for Shares held in uncertificated form

(a) Shares held in certificated form

(b) Shares held in uncertificated form

1.6 Representations, Warranties and Undertakings

1.7 Purchase of Shares and Settlement

(a) Shares in certificated form

(b) Shares in uncertificated form

PART III

UK AND US TAX CONSIDERATIONS

United Kingdom taxation

Disposal of shares

Offshore fund rules

Stamp Duty

United States taxation

Tax Consequences to US Holders

General

Passive Foreign Investment Company Considerations

US Tax-Exempt Entities

Backup Withholding and Information Reporting

Taxation of Non-US Holders

PART IV

ADDITIONAL INFORMATION

PART V

FORWARD-LOOKING STATEMENTS

PART VI

RISK FACTORS

Risks relating to the Reverse Auction Tender Offer

DEFINITIONS

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Third Point Investors Ltd Capital/Financing Update 2012