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Results of the Redemption Offer and Subscriptions, Update on the acquisition of Malibu Life Reinsurance SPC and Update on the timetable for implementation of the Proposals

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Third Point Investors completes shareholder rotation and acquisition of Malibu Life Reinsurance SPC, moving listing from CEIF to ESCC.

  • Reference NAV $32.64
  • Initial Redemption Consideration per Ordinary Share $28.56
  • Ordinary Shares redeemed 4,376,750
  • Total redemption value approximately $135 million
  • New Ordinary Shares issued to Third Party Investors 2,165,614
  • Aggregate subscription consideration $61,849,935.84
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Results of the Redemption Offer and Subscriptions

Update on the acquisition of Malibu Life Reinsurance SPC

Update on the timetable for implementation of the Proposals

Further to: (i) the announcement by Third Point Investors Limited (the "Company") on 25 July 2025 in relation to the publication of a circular (the "Circular"); and (ii) the extraordinary general meeting of the Company held at 10:00 a.m. on 14 August 2025 (the "EGM") (with the results of the EGM announced on the same day), the Company today announces: (i) the results of the Redemption Offer and Subscriptions; (ii) an update on the acquisition of Malibu Life Reinsurance SPC ("Malibu"); and (iii) an update on the timetable for implementation of the Proposals.

Redemption Offer and Subscriptions

Based on the necessary conditions to the Acquisition under the Sale and Purchase Agreement being satisfied, the Reference NAV to be used for the purposes of the Redemption Offer and the Subscriptions has been calculated as at the Calculation Date of 31 August 2025.

Accordingly, the Reference NAV is $32.64 and the Initial Redemption Consideration per Ordinary Share and the Subscription Price are $28.56.

Redeeming Shareholders will also receive the Deferred Redemption Consideration per Ordinary Share, which is an amount equal to the net realisation proceeds of the Illiquid Redemption Portfolio, in respect of Redeemed Shares. Such net realisation proceeds will be paid to the relevant Redeeming Shareholder as soon as reasonably practicable following receipt of such realisation proceeds by the Company, provided that the Company may defer the payment of non-material sums in order to avoid undue administrative cost and burden.

9,557,296 Ordinary Shares were submitted for redemption pursuant to the Redemption Offer. Based on the Reference NAV, 4,376,750 Ordinary Shares will be redeemed by the Company. This represents each redemption request being satisfied pro rata by c. 45.8 per cent.

Based on the Subscription Price, 2,165,614 Ordinary Shares in aggregate will be issued to the Third Party Investors.

Ordinary Shares submitted unsuccessfully for redemption will be released from escrow and returned to the relevant Shareholder by way of a TFE Instruction today.

The Initial Redemption Consideration per Ordinary Share is expected to be paid to Redeeming Shareholders in respect of Redeemed Shares, and the relevant Ordinary Shares to be redeemed, on 19 September 2025.

Update on acquisition of Malibu Life Reinsurance SPC

All necessary regulatory approvals have been received and the applicable conditions to the Acquisition under the Sale and Purchase Agreement have been satisfied.

The number of Consideration Shares to be issued to Malibu Life Holdings SPC in connection with the Acquisition (subject to the true-up mechanism in the Sale and Purchase Agreement) will be subsequently announced by the Company once the reference tangible book value of Malibu Life Reinsurance SPC (including its segregated portfolio on an aggregate basis) has been determined.

Completion, issuance of the Relevant Consideration Shares (as defined below) and the issuance of Ordinary Shares to the Third Party Investors are each expected to occur on 12 September 2025.

Update on the timetable for implementation of the Proposals

The Prospectus in connection with Admission, including the listing of the Ordinary Shares in the ESCC Category, is expected to be published on 8 September 2025.

Suspension of the Ordinary Shares to listing in the CEIF Category and to trading on the London Stock Exchange is expected to occur by 7:30 a.m. on 10 September 2025.

The Migration is expected to be effective from 10 September 2025.

Admission is expected to occur by 8:00 a.m. on 12 September 2025.

Redemption Offer and the Subscriptions

As a result of the necessary conditions being satisfied under the Sale and Purchase Agreement (as further detailed below), the Calculation Date is 31 August 2025. Therefore, the Reference NAV is $32.64 and the Initial Redemption Consideration per Ordinary Share and the Subscription Price are $28.56.

The Company received redemption requests for 9,557,296 Ordinary Shares in aggregate. Based on the Reference NAV and accounting for rounding, the Company will redeem 4,376,750 Ordinary Shares, representing an aggregate value of approximately $135 million, comprising Initial Redemption Consideration per Ordinary Share of $125 million in aggregate and Deferred Redemption Consideration per Ordinary Share of approximately $10 million in aggregate. This represents each redemption request being satisfied pro rata by c. 45.8 per cent.

Ordinary Shares held in uncertificated form which have been submitted for redemption that are not being redeemed by the Company will be released from escrow and returned to the relevant Shareholder by way of a TFE Instruction today. The Company received no redemption requests in respect Ordinary Shares held in certificated form.

The final list of subscriptions for Ordinary Shares in connection with the Shareholder Rotation is set out below. Based on the Subscription Price, at Completion the Company will issue:

1,050,420 Ordinary Shares to Third Point Opportunities;

87,535 Ordinary Shares to Gatemore;

134,802 Ordinary Shares to employees of Third Point (and its affiliates);

875,350 Ordinary Shares to subsidiaries of Voya Financial, Inc.; and

17,507 Ordinary Shares to Mr. Dimitri Goulandris,

for an aggregate consideration of $61,849,935.84. As noted below, the Company expects Completion, and the issuance of Ordinary Shares in connection with the Subscriptions, to occur on or around 12 September 2025.

To facilitate efficient settlement of the Redemption Offer and to enable the funds paid by the Third Party Investors to partially fund the redemptions, the indicative Settlement Date set out in the Circular will be delayed by around one week. Consequently, subject to Completion, the Company expects to pay the Initial Redemption Consideration per Ordinary Share in respect of Redeemed Shares on or around 19 September 2025 by way of CREST payment in favour of the Redeeming Shareholder's payment bank in accordance with the CREST payment arrangements. The Redeemed Shares will be redeemed on the same date.

As set out in the Circular, Redeeming Shareholders will also receive the Deferred Redemption Consideration per Ordinary Share, which is an amount equal to the net realisation proceeds of the Illiquid Redemption Portfolio, in respect of Redeemed Shares. Such net realisation proceeds will be paid to the relevant Redeeming Shareholder as soon as reasonably practicable following receipt of such realisation proceeds by the Company, provided that the Company may defer the payment of non-material sums in order to avoid undue administrative cost and burden.

Update on acquisition of Malibu Life Reinsurance SPC

Since the EGM, the Company has received: (i) confirmation of no objection to the Migration from the Director of the Revenue Service in Guernsey; (ii) consent from the Guernsey Financial Services Commission in respect of the Migration; (iii) confirmation of no objection to the Migration from His Majesty's Procureur in Guernsey; and (iv) written approval from the CIMA for the Change of Control. Further, the Company and Malibu Holdings expect to satisfy all other remaining conditions required for Completion under the Sale and Purchase Agreement on or before 12 September 2025. The Company will publish an announcement upon Completion.

The number of Consideration Shares to be issued to Malibu Life Holdings SPC in connection with the Acquisition will be subsequently announced by the Company once the reference tangible book value of Malibu (including its segregated portfolio on an aggregate basis) has been determined. In accordance with the terms of the Sale and Purchase Agreement set out in the Circular, approximately 95 per cent. of the total number of Consideration Shares will be issued at Completion (the "Relevant Consideration Shares"). Completion is expected to occur on 12 September 2025. The final number of Consideration Shares to be issued will be subject to a post-Completion adjustment mechanism.

Update on the timetable for implementation of the Proposals

The Company expects to publish the Prospectus in connection with Admission, including the listing of the Ordinary Shares in the ESCC Category, subject to and following FCA approval of the Prospectus, on or around 8 September 2025. The Company will publish an announcement upon publication of the Prospectus.

In connection with the Migration, the Company expects the last day for dealings in, and for registration of transfers of, the Ordinary Shares in CREST to be 9 September 2025. Suspension of listing of the Ordinary Shares in the CEIF Category and trading of the Ordinary Shares on the London Stock Exchange is expected to occur by 7:30 a.m. on 10 September 2025. Following this suspension, the Company expects the Migration to be effective on 10 September 2025 and to receive the certificate of registration by way of continuation evidencing the continuation of the Company to the Cayman Islands from the Cayman Registrar shortly thereafter.

Subject to Completion occurring, the Company expects Admission to occur by 8:00 a.m. on 12 September 2025. The Company will publish an announcement upon Admission. At Admission: (i) the Ordinary Shares will be admitted to listing on the ESCC Category and trading on the Main Market of the London Stock Exchange and unconditional dealing in the Ordinary Shares will commence; and (ii) the Depositary Interests will be issued to Shareholders on a one-for-one basis for the Ordinary Shares and trading of the Depositary Interests will be enabled in CREST.

Expected Timetable

The following timetable is based on the Company's current expectations and is subject to change. Each of the times and dates in the below expected timetable may be extended or brought forward without prior notice. If any of the below times and/or dates change, the revised time(s) and/or date(s) will be notified, when known, to Shareholders by the Company issuing an announcement through a Regulatory Information Service of the London Stock Exchange. All references are to London time unless otherwise stated.

EventTime and/or date
Calculation Date31 August 2025
Publication of the Prospectus8 September 2025
Last day for dealings in, and for registration of transfers of, and disablement in CREST of, the Ordinary Shares9 September 2025
Suspension of Ordinary Shares to listing on the CEIF Category and to trading on the London Stock Exchange (1)by 7.30 a.m. on 10 September 2025
Effective date of Migration10 September 2025
Completion date of the Acquisition12 September 2025
Issue of Relevant Consideration Shares12 September 2025
Cancellation of the Ordinary Shares to listing on the CEIF Category and to trading on the Main Market of the London Stock Exchange (2)by 7.30 a.m. on 12 September 2025
Admission of the Ordinary Shares (including the Relevant Consideration Shares and the Ordinary Shares to be issued to Third Party Investors) to listing on the ESCC Category and to trading on the Main Market of the London Stock Exchange and commencement of unconditional dealings in the Ordinary Shares (including the Relevant Consideration Shares and the Ordinary Shares to be issued to Third Party Investors) on the Main Market of the London Stock Exchange (2)by 8.00 a.m. on 12 September 2025
Enablement in CREST of the Depositary Interests and delivery of Depositary Interests (with post-Migration ISIN) to Shareholders' CREST member accountsafter 8.00 a.m. on 12 September 2025
Issue of Ordinary Shares to Third Party Investors (3)12 September 2025
Settlement Date of the Redemption Offer19 September 2025
Issuance of new share certificates to certificated holders of Ordinary SharesBy 24 September 2025
Long stop date (4)11:59 p.m. on 21 February 2026
  • The Company expects the Company's existing listing of its Ordinary Shares on the CEIF Category and trading on the London Stock Exchange will be suspended for approximately two days ahead of cancellation as part of the settlement process.
  • In view of the fact that the Acquisition constitutes a reverse takeover, the Company's existing listing of its Ordinary Shares on the CEIF Category will be cancelled upon Completion, and the Company will apply for admission of its Ordinary Shares (including the Relevant Consideration Shares) to the ESCC Category immediately following Completion. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the Ordinary Shares (including the Relevant Consideration Shares) will commence on the London Stock Exchange, at 8.00 a.m. (London time) on the date of Admission, following Completion.
  • Shareholders who hold their Ordinary Shares in certificated form will be issued with replacement certificates which may take 14 Business Days to be issued.
  • The Sale and Purchase Agreement will automatically terminate if the Conditions for Acquisition are not satisfied by the long stop date, which is nine months after the date of the Sale and Purchase Agreement (which the Seller or the Company may postpone by 90 business days).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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