REG-Malibu Life Holdings Limited: Half-year Report
Tue 07:02
30 September 2025
Third Point Investors Limited (the "Company")
Interim Report and Unaudited Condensed
Interim Financial Statements
For the period ended 30 June 2025
Third Point Investors Limited offers a unique access point to Daniel Loeb's
Third Point LLC. Third Point LLC adopts an active and engaged approach to
global investing for investors wishing to diversify their portfolios.
Unconstrained in style and free of benchmark confinement, Daniel Loeb's
investment speciality is to pivot opportunistically across asset classes,
seeking to optimise risk-adjusted returns over the longer term. In order to
seek to manage the substantial discount to net asset value at which the
Company's shares have been trading on the London Stock Exchange in recent
years, the Board announced in May 2025 that terms had been agreed under which
the Company would acquire the equity interest of Malibu Life Reinsurance SPC,
including its segregated portfolio, Malibu Life Reinsurance SP1 (collectively,
"Malibu"). Over time, the Company will redeem its investments in Third Point
Offshore Fund, Ltd. and invest the capital in Malibu, thus creating a
fast-growing reinsurance operating company with the assets of the company
continuing to be managed by Third Point LLC. The transaction was approved by
shareholders at an Extraordinary General Meeting of the Company held on 14
August 2025. On 12 September 2025, the Board announced the completion of
Malibu's acquisition.
Financial Highlights
As at 30 June 2025
Net Asset Value per Share
+1.7%
30.06.2025: $32.46
31.12.2024: $31.91
Share Price
+3.2%
30.06.2025: $25.90
31.12.2024: $25.10
Performance for the Period
30.06.2025 31.12.2024 Change
Net Assets ($'000s)* 564,536 567,106 -0.5%
Ordinary Shares in Issue 17,392,389 17,770,129 -2.1%
NAV per Share $32.46 $31.91 1.7%
Share price $25.90 $25.10 3.2%
Share price discount to NAV per Share -20.2 -21.3 -5.2%
Current and Historical Performance (%)
6 Months 1 Year 3 Year 5 Year 10 Year Since TPIL Inception
Third Point Investors Limited (NAV) 1.7% 14.9% 9.1% 10.5% 7.0% 8.1%
Third Point Investors Limited (Share Price) 3.2% 15.9% 4.3% 12.1% 5.0% 7.2%
S&P 500 Index 6.2% 15.2% 19.7% 16.6% 13.6% 10.3%
MSCI World Index 9.8% 16.8% 18.9% 15.1% 11.3% 7.9%
* Reflects the total AUM less borrowings and other liabilities of Third Point
Investors Limited.
Chairman's Statement
Dear Shareholder,
For the half year to 30 June 2025, the Company's net asset value (NAV)
increased by 1.7%, while the share price rose 3.2% as the discount to NAV
narrowed from 21.3% to 20.2%. Over the same period, the MSCI World Index
gained 9.8%, the S&P 500 rose 6.2%, and the HFRI Event Driven Index advanced
4.3%.
In Q1, the Company repurchased approximately 299,000 shares for $7.7 million
at an average price of $25.80, accreting $0.11 per share in NAV. No further
buybacks were undertaken in Q2 pending the announcement of the Strategic
Review.
Market conditions were shaped by two contrasting forces: continued optimism in
AI-driven investments and heightened volatility from U.S. trade tensions,
which peaked in April. The Manager reduced net long exposures and increased
hedges during the volatility spike, before selectively increasing eventdriven
and risk arbitrage positions as conditions stabilised. Corporate Credit lagged
the ICE BofA HY Index as the Manager prioritised volatility control over
short-term performance. Further detail is provided in the Investment Manager's
Report.
Strategic Initiative
In April 2024, the Board launched a comprehensive Strategic Review of the
Company by establishing a dedicated Strategy Committee, chaired by Dimitri
Goulandris with a mandate to identify the optimal path to long-term
shareholder value. Following an extensive and rigorous evaluation by the
Committee, the Board presented its recommendations to shareholders in May
2025. These included the proposed acquisition of Malibu Life Reinsurance SPC,
and a series of transformative changes to the Company's strategic direction,
its listing status on the London Stock Exchange, its corporate name, and its
domicile. These initiatives are detailed fully in the Prospectus published on
09 September 2025.
The Board strongly believes these initiatives will, over time, generate
superior risk-adjusted returns by positioning the Company to capitalise on
compelling economic and demographic tailwinds in the U.S. insurance and
reinsurance market.
All resolutions required to implement the Board's proposed strategy were
approved by a majority of shareholders at the EGM in August. The Board is now
focused on executing the approved plan without delay.
On behalf of the Board, I would like to extend sincere thanks to the Strategy
Committee for their exceptional commitment and diligence over the past year in
delivering what we believe will be a transformative and value-accretive
outcome for the Company and its shareholders.
AGM / EGM
All resolutions proposed at both the AGM and EGM were passed by shareholders.
The Board notes that certain resolutions were passed by less than 80% support.
Under LSE listing rules the Board will report back to shareholders within six
months the results of their findings.
Governance
Following the approval of the EGM resolutions, both Claire Whittet and Huw
Evans, as previously announced, have stepped down from the Board. I would like
to thank them personally for their dedicated service and substantial
contributions to the Company over many years. We wish them continued success
in their future endeavours.
The Board is pleased to welcome Gary Dombowsky, as CEO of Malibu, as well as
Josh Targoff and Luana Majdalani, the latter both nominated by Third Point, to
the reconstituted Board. Their appointments bring valuable experience and
perspective, enhancing the strength and depth of the Board as we embark on
this next phase of the Company's development.
The Board is happy to welcome Dimitri Goulandris as the new Chairman of the
Company post EGM and I will continue to remain on the Board of Malibu.
Outlook
The Company completed the acquisition of Malibu Life on 12 September 2025. The
newly named Malibu Life Holdings Limited is a fully capitalised reinsurance
operating company which intends to take advantage of the $1trn and growing
fixed annuity market in the US, supported by an established reinsurance
platform with an experienced and capable management team.
With the strategic transformation complete, the focus is on disciplined
execution of the business plan which projects growth driven by the signing of
further annuity reinsurance contracts as well as building inhouse origination
capabilities either organically or by the acquisition of a platform. The
Company targets approximately $5bn in annual premium income, and annual
returns in the mid-teens by the end of 2027.
As capital is required to fund regulatory capital requirements for the growing
annuity reinsurance portfolio as well as for the direct insurance platform,
the Company will progressively reduce exposure to the Master Fund. While
recognising the execution challenges inherent in such a transition, the Board
is optimistic that Malibu's strategy can deliver attractive, long-term returns
and enhanced shareholder value.
Rupert Dorey
Chairman
PORTFOLIO
Investment Manager's Review
For the six months ended 30 June 2025, Third Point Investors Limited's net
asset value ("NAV") increased by 1.7%, while the corresponding share price
gained 3.2%. This compares with the MSCI World Index and S&P 500 Index returns
of 9.8% and 6.2%, respectively. The HFRI Event Driven Index meanwhile gained
4.3% for the period. The Company's share price return included the effects of
the discount to NAV tightening from -21.3% to -20.2% during the period.
While not without forceful twists and turns to start the year, markets
eventually climbed a wall of worry in 1H 2025, shrugging off concerns about
the sustainability of AI enthusiasm, geopolitical strife, and the spectre of
an escalating global trade war to end the first half on an upbeat note.
However, it was difficult to see sunny skies ahead amidst the cloud cover of
tariffs earlier in the year. During Q1, Third Point moved to take down its
Equity net exposures, both through sales of certain long positions and by
increasing portfolio hedges. These moves helped the Investment Manager protect
capital during the volatility that peaked in the first week of April. That
also allowed Third Point to be on its front foot by mid-April, when the most
punitive tariff proposals were delayed or scuttled and the market snapped back
in late April and into May and June. Third Point built its exposures back up
in mid-April, mostly by investing in event-driven, activist, and risk
arbitrage positions that it thought would be relatively insulated from a
choppier market due to their catalyst-driven nature.
One of the event-driven positions Third Point added to during that period of
volatility was US Steel, which Third Point started building in February but
added to substantially during the volatility of April. The Investment Manager
was confident that Nippon Steel's acquisition of the company - previously in
doubt because of political wrangling - would go forward as it aligned with the
Trump administration's onshoring goals. Trump announced his support for the
deal in May and the deal closed in June. The position was a top individual
contributor for the year-to-date period.
The largest detractor for the period was the Investment Manager's longheld
position in Pacific Gas & Electric Co. (PCG). In Q1 2025, the California
utility was dragged down in the wake of the southern California wildfires,
even though PCG has no footprint in that area nor any potential direct
liability. Instead, investors fretted about the potential exhaustion of the
wildfire fund that California utilities and customers paid into that fund to
cover wildfire liabilities. Third Point held its position, as it believes that
there will ultimately be a solution to replenishing the wildfire fund that
will be less onerous to PCG than the stock has recently been pricing in.
Elsewhere in the equity portfolio, names with exposure to the AI theme have
also been large contributors for the year, including Siemens Energy, Nvidia,
Vistra, TSMC and Talen - all of which are expressions of the insatiable
compute and energy demands of AI. After a period of weakness in the first few
months of the year, these names outperformed in the back half of the period as
there was building evidence that AI adoption was continuing to expand rapidly.
In Corporate Credit, year-to-date performance lagged the ICE BofA US high
yield index primarily due to costs associated with hedges made to protect
capital during the downturn in late Q1/early Q2, as well as disappointing
results from several credits during Q1. Third Point took the opportunity to
add exposure to two of the three laggards. Like equities, credit experienced
extraordinary volatility during the period, with spreads widening by +100bps
in the wake of "Liberation Day", only to recover quickly. While Third Point
has been able to identify opportunities to capitalize on brief credit
dislocations in the past, this was over in days and did not reach the levels
or liquidity that make committing substantial capital easy. Third Point
increased exposure on the back end of the spread spike as the tariff rhetoric
was dialed down. In Structured Credit, the demand for U.S. residential
mortgage credit remained strong, helping Third Point's RMBS exposure. The
Investment Manager was also active in rental car ABS during the period, which
was also a contributor to returns.
Outlook
In spite of the geopolitical fires still smoldering, Third Point remains
constructive on the overall risk-taking environment and has kept its equity
net exposures consistently in the high 60s/low 70s since mid-April. While
there will continue to be a lot of noise on trade policy, Third Point believes
the U.S. economy should be able to navigate a middle ground where economic
weakness will be sufficient for the Fed to start to cut interest rates, but
not so pronounced so as to completely upend corporate earnings growth.
Benefits from the Trump administration's tax policies and the productivity
gains from AI should help economic growth continue apace, in the Investment
Manager's view. Third Point also believes that the swings that policy
uncertainty brings are good for general dispersion and its event-driven
approach, so the firm remains focused not just on the fundamentals for each
opportunity but also how policy can be a fulcrum that can drive stocks in
either direction.
Massive technological shifts are also afoot, which Third Point believes will
create winners and losers in equities as well as opportunities in credit.
While longevity in investing brings about aches and pains, it also aids in one
of the most important skills in investing: pattern recognition. In 2014,
energy was the largest sector in the high yield credit market at about 18% and
"fracking" dramatically shifted the cost curve for oil and gas production. Not
only was credit's energy sector eviscerated, but the malaise spread across the
entire credit universe (exacerbated by a slowdown in China) and high yield
spreads widened significantly by approximately 350bps. In 2016, as markets
normalized, the Third Point Corporate Credit portfolio generated a healthy
return.
Today the largest sector of the leveraged loan universe is technology, at
about 17%. While a lot remains to be seen about the impact of AI technology on
software providers, Third Point believes that, like fracking, AI represents a
massive downward shift in the cost curve. In the Investment Manager's view,
there will doubtless be beneficiaries in the space, but the firm suspects that
it will be a challenging transition for legacy software suppliers, especially
highly leveraged ones with a limited ability to reinvest. Third Point is
presently underweighting this sector in its credit portfolio, but is spending
a lot of time here as there are already a number of stressed/distressed
credits. If this unfolds as Third Point thinks it might, AI might do for
credit in 2025/26 what fracking did in 2015/16.
Portfolio Analysis
As at 30 June 2025
Exposure
Portfolio Detail1 Long Short Net2
Equity
Activism/Constructivism 6.9% 0.0% 6.9%
Fundamental & Event 110.5% -24.2% 86.3%
Portfolio Hedges3 0.0% -18.8% -18.8%
Total Equity 117.4% -43.0% 74.4%
Credit
Corporate & Sovereign 16.1% -0.2% 15.9%
Structured 18.3% -0.1% 18.2%
Total Credit 34.4% -0.3% 34.1%
Privates 5.4% 0.0% 5.4%
Other4 3.2% 0.0% 3.2%
Total Portfolio 160.4% -43.3% 117.1%
Exposure
Equity Portfolio Detail1 Long Short Net2
Equity Sectors
Consumer Discretionary 14.8% -3.0% 11.7%
Consumer Staples 11.9% -5.9% 6.0%
Utilities 12.5% -2.2% 10.3%
Energy 0.0% -0.3% -0.3%
Financials 32.0% -1.2% 30.8%
Healthcare 1.5% -0.3% 1.2%
Industrials & Materials 23.7% -3.6% 20.1%
Enterprise Technology 14.4% -2.0% 12.5%
Media & Internet 6.6% -5.7% 0.9%
Portfolio Hedges3 0.0% -18.8% -18.8%
Total 117.4% -43.0% 74.4%
1 Unless otherwise stated, information relates to Third Point Master Fund L.P.
Exposures are categorised in a manner consistent with the Investment Manager's
classifications for portfolio and risk management purposes.
2 Net equity exposure is defined as the long exposure minus the short exposure
of all equity positions (including long/short, arbitrage, and other
strategies), and can serve as a rough measure of the exposure to fluctuations
in overall market levels. The Investment Manager continues to closely monitor
the liquidity of the portfolio and is comfortable that the current composition
is aligned with the redemption terms available to the Company by virtue of its
holding of Class YSP shares.
3 Primarily broad-based market and equity-based hedges.
4 Includes currency hedges and macro investments. Rates and foreign exchange
related investments are excluded from the exposure figures.
The sum of long and short exposure percentages may not visually add to the
corresponding net figure due to rounding.
GOVERNANCE
Interim Strategic Report
The Directors submit their Interim Report, together with the Statement of
Assets and Liabilities, Statement of Operations, Statement of Changes in Net
Assets, Statement of Cash Flows and the related notes of Third Point Investors
Limited (the `Company') for the period ended 30 June 2025 (`Interim Report and
Unaudited Condensed Interim Financial Statements').
The Interim Report and Unaudited Condensed Interim Financial Statements have
been properly prepared, in accordance with applicable Guernsey law and
accounting principles generally accepted in the United States of America, and
are in agreement with the accounting records.
The Company
The Company was incorporated in Guernsey on 19 June 2007 as an authorised
closed-ended investment scheme and was admitted to a secondary listing
(Chapter 14) on the Official List of the London Stock Exchange (LSE) on 23
July 2007. The proceeds from the initial issue of Ordinary Shares on listing
amounted to approximately US$523 million. The Company was admitted to the
Premium Official List Segment (`Premium Listing') of the LSE on 10 September
2018.
The Ordinary Shares of the Company are quoted on the LSE in two currencies, US
Dollars and Pounds Sterling.
The Company was a member of the Association of Investment Companies (AIC). As
a result of the completion of the acquisition of Malibu on 12 September 2025,
and the relisting of the Company's shares within the operating company segment
of the London Stock Exchange, the Company became subject to, and will report
against, the UK Corporate Governance Code (CGC).
Third Point Offshore Independent Voting Company Limited
At the time of its listing, the Company adopted a share structure which was
common at that time to mitigate the risk of the Company losing its status as a
`foreign private issuer' under US securities laws.
The Company has two classes of shares in issue: (i) Ordinary Shares which have
economic and voting rights and (ii) Class B Shares which have only voting
rights. The Company's articles of incorporation provide that the number of
Class B Shares in issue shall be equal to 40 per cent. of the aggregate number
of Ordinary Shares and Class B Shares in issue. Consequently, holders of
Ordinary Shares can exercise 60 per cent. and holders of Class B Shares can
exercise 40 per cent., of the voting power at general meetings of the Company.
The Class B Shares are held by Third Point Offshore Independent Voting Company
Limited (`VoteCo'). VoteCo has its own Board of Directors and is completely
independent of the Company and of Third Point. The Board of VoteCo is governed
by VoteCo's Memorandum and Articles of Incorporation which provide that the
votes attaching to the Class B Shares shall be exercised after taking into
consideration the best interests of the Company's shareholders as a whole.
VoteCo is specifically excluded from voting from any of the twelve Listing
Rules Specified Matters, being those matters in relation to which the Listing
Rules require a resolution to be passed only by holders of listed shares, the
most notable of which are:
any proposal to make a material change to the investment policy
any proposal to approve the entry into a related party transaction
the annual re-election of any non-independent director
At the time of the Company's listing, it entered into a Support and Custody
Agreement with VoteCo under which VoteCo agreed to hold the Class B Shares as
custodian for the Ordinary Shareholders and the Company agreed to reimburse
VoteCo for its running expenses.
Investment Objective and Policy
The Company's investment objective has been to provide its Shareholders with
consistent long term capital appreciation utilising the investment skills of
Third Point LLC ("Third Point" or the "Investment Manager"). All of the
Company's capital (net of short term working capital requirements) has been
invested in shares of Third Point Offshore Fund, Ltd (the `Master Fund'), an
exempted company formed under the laws of the Cayman Islands on 21 October
1996.
Prior to restructuring, the Master Fund was a limited partner of Third Point
Offshore Master Fund L.P. (the `Master Partnership'), an exempted limited
partnership under the laws of the Cayman Islands, of which Third Point
Advisors II L.L.C., an affiliate of the Investment Manager, was the general
partner. Third Point LLC was the investment manager to the Company, the Master
Fund and the Master Partnership.
On 01 January 2025, the Investment Manager initiated a restructuring of its
primary funds, including the Master Partnership, and launched a new master
fund, Third Point Master Fund LP ("TP Master Fund"), a Cayman Islands exempted
limited partnership. As part of this restructuring, the Master Partnership
transferred substantially all of its assets, including its Notes, to the TP
Master Fund. Following the transfer, the Master Partnership distributed its
capital back to the Master Fund. The Master Fund then reinvested this capital
into the TP Master Fund, acquiring a direct interest in the TP Master Fund.
The Master Fund and the TP Master Fund's investment objective is to seek to
generate consistent long-term capital appreciation by investing capital in
securities, derivatives, and other instruments. The Investment Manager's
implementation of these investment policies has been the main driver of the
Company's performance. The Unaudited Condensed Interim Financial Statements of
the Master Fund and the TP Master Fund should be read alongside the Company's
Unaudited Condensed Interim Financial Statements, but do not form part of
them.
The Investment Manager identifies opportunities by combining a fundamental
approach to single security analysis with a reasoned view on global, political
and economic events that shape portfolio construction and drives risk
management.
The Investment Manager seeks to take advantage of market and economic
dislocations and supplements its analysis with considerations of managing
overall exposures across specific asset classes, sectors, and geographies by
evaluating sizing, concentration, risk, and beta, among other factors. The
resulting portfolio expresses the Investment Manager's best ideas for
generating alpha and its tolerance for risk given global market conditions.
The Investment Manager is opportunistic and often seeks a catalyst that will
unlock value or alter the lens through which the broad market values a
particular investment. The Investment Manager applies aspects of this
framework to its decision-making process, and this approach informs the timing
of each investment and its associated risk.
The Company has substantially all of its holding in the Master Fund in share
Classes YSP, for which the Company has paid a management fee of 1.25% per
annum. This share class is subject to a 25% quarterly investor-level
redemption gate.
Any Ordinary Shares bought for the Company's account (e.g. as part of the
buyback programme) traded mid-month will be purchased and held by the TP
Master Fund until the Company is able to cancel the shares following each
month-end. Shares cannot be cancelled intra-month because of legal and
logistical factors. The Company and the TP Master Fund do not intend to hold
any shares longer than the minimum required to comply with these factors,
expected to be no more than one month.
The Board announced in May 2025 that terms had been agreed under which TPIL
would acquire Malibu. Over time TPIL will redeem its investments in the Master
Fund and invest the capital in Malibu creating a fast-growing reinsurance
operating company. The transaction was approved by shareholders at an EGM on
14 August 2025, and the acquisition was completed on 12 September 2025.
As a result of this transaction, the Company transitioned from an investment
company to a reinsurance operating company. The transaction will be accounted
for using the acquisition method in accordance with ASC 805 - Business
Combinations, and the financial results of Malibu will be consolidated from
the acquisition date in accordance with ASC 810 - Consolidation.
In connection with the acquisition, the Company adopted a new trading ticker
symbol, MLHL, and initiated its redomiciliation from Guernsey to the Cayman
Islands. The Company changed its name to Malibu Life Holdings Limited.
Results and Share Buybacks
In the period from 01 January 2025 to 30 June 2025, the total number of shares
which were bought back was 299,412, with an approximate value of $7.7 million.
The average discount at which purchases were made was 20.0%. The buybacks
effected during the period led to an accretion to NAV per share of $0.11
cents.
Key Performance Indicators (KPIs)
As a result of the acquisition of Malibu, the board will devise and report on
a range of KPIs aligned to the revised business of the Company.
Signed on behalf of the Board by:
Rupert Dorey
Chairman
Richard Boléat
Director
29 September 2025
Directors' Report
Corporate Governance
The Board has historically been guided by the principles and recommendations
of the Association of Investment Companies Code of Corporate Governance (`AIC
Code'). As a result of the completion of the acquisition of Malibu, and the
relisting of the Company's shares within the operating company segment of the
London Stock Exchange, the Company became subject to, and will report against,
the UK Corporate Governance Code (CGC) effective 12 September 2025.
Internal Control and Financial Reporting
The Directors acknowledge that they are responsible for establishing and
maintaining the Company's system of internal control and reviewing its
effectiveness. Internal control systems are designed to manage rather than
eliminate the failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material misstatements or loss.
The Directors review all controls including operations, compliance and risk
management. The key procedures which have been established to provide internal
control are:
The Board considers the process for identifying, evaluating and managing
any significant risks faced by the Company on an on-going basis. It seeks to
ensure that effective controls are in place to mitigate these risks and that a
satisfactory compliance regime exists to ensure all local and international
laws and regulations are upheld;
The Board clearly defines the duties and responsibilities of its agents and
advisors and appointments are made by the Board after due and careful
consideration. The Board monitors the ongoing performance of such agents and
advisors;
The Company's Investment Manager and the Administrators maintain their own
systems of internal control, on which they report to the Board; and
The Company and the Audit Committee have considered the need for an
internal audit function, but because of the internal control systems in place
at the Investment Manager and the Administrator, have decided it is
appropriate to place reliance on their systems and internal control
procedures; and
The systems are designed to ensure effectiveness and efficient operation,
internal control and compliance with laws and regulations. In establishing the
systems of internal control, regard is paid to the materiality of relevant
risks.
Management of Principal Risks and Uncertainties
In considering the risks and uncertainties facing the Company, the Audit
Committee reviews regularly a matrix which documents the principal and
emerging risks and reports its findings to the Board.
This discipline is in accordance with the Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting, published by
the FRC and has been in place for the period under review and up to the date
of approval of the Interim Report and Unaudited Condensed Interim Financial
Statements.
The risk matrix document considers the following information:
Reviewing the risks faced by the Company and the controls in place to
address those risks;
Identifying and reporting changes in the risk environment;
Identifying and reporting changes in the operational controls; and
Identifying and reporting on the effectiveness of controls and remediation
of errors arising.
The Directors have acknowledged they are responsible for establishing and
maintaining the Company's system of internal control and reviewing its
effectiveness by focusing on four key areas:
Consideration of the investment management services provided by the
Investment Manager;
Consideration of the process for identifying, evaluating and managing any
significant current and emerging risks faced by the Company on an ongoing
basis;
Clarity around the duties and responsibilities of the agents and advisors
engaged by the Directors; and
Reliance on the Investment Manager and Administrator maintaining their own
systems of internal control.
Further discussion on Internal Control is documented under "Internal Control
and Financial Reporting" set out above.
The risk matrix considers all the significant risks to which the Company has
been exposed during the financial period and, from these, the Directors paid
particular attention to the following principal risks and uncertainties:
Shareholder relations
Valuation of investments
Valuation of liabilities
Concentration of the Investor Base
Underlying investment performance of the Company's assets
Geopolitical and economic risk
Performance of the Investment Manager
As a result of the completion of the acquisition of Malibu, the Company has
begun its transformation into a reinsurance operating company. The risk
profile of the Company will change and new principal risks and uncertainties
will emerge. These will be reviewed and monitored by the board as appropriate.
Going Concern
On 21 May 2025, the Company publicly announced that it had entered into a sale
and purchase agreement to acquire all shares of Malibu. Malibu is an
established annuity reinsurance platform focused on predictable liabilities
within the estimated $1 trillion and growing fixed annuity market in the
United States. The acquisition is the outcome of a wide-ranging strategy
review by the Strategy Committee to consider how the Company may best deliver
value to Shareholders going forward. In assessing whether the Company is a
going concern, the Board has taken account of the fact that the acquisition of
Malibu was completed on 12 September 2025.
As required, Master Fund Shares are converted to cash to meet liabilities in
respect of, for example, Company expenses and the buyback programme, as they
fall due. Liquidity remains available through ongoing redemptions from the
Master Fund, and the timing and amount of capital allocated to support
Malibu's growth is at the discretion of the Board.
On that basis, after due consideration, and having made due enquiry of the
Investment Manager, the Directors are satisfied that it is appropriate to
continue to adopt the going concern basis in preparing these Unaudited
Condensed Interim Financial Statements for the period through 31 December
2026.
There were no events during the financial period which, in the opinion of the
Directors, may have had a material impact on the Unaudited Condensed Interim
Financial Statements for the period ended 30 June 2025. This assessment
includes consideration of the subsequent events disclosed in the financial
statements. The Directors have concluded that these events do not affect the
going concern conclusion.
Statement of Directors' Responsibilities in Respect of the Unaudited Condensed
Interim Financial Statements
The Directors are responsible for preparing the Unaudited Condensed Interim
Financial Statements in accordance with applicable Guernsey Law and accounting
principles generally accepted in the United States of America.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the Unaudited Condensed Interim
Financial Statements comply with The Companies (Guernsey) Law, 2008. They are
also responsible for the system of internal controls, safeguarding the assets
of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors have responsibility to confirm that:
the Interim Report and Unaudited Condensed Interim Financial Statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America and give a true and fair view of the financial
position of the Company; and
the Interim Report and Unaudited Condensed Interim Financial Statements
provide a fair review of the information required by:
a) DTR 4.2.7 of the Disclosure and Transparency Rules (DTR), being an
indication of important events that have occurred during the first six months
of the financial year 2025 and their impact on the Interim Report and
Unaudited Condensed Interim Financial Statements and a description of the
principal risks and uncertainties for the remaining six months of the year;
and
b) DTR 4.2.8 of the DTR, being related party transactions that have taken
place in the first six months of the current financial year 2025 and that have
materially affected the financial position or performance of the Company
during the six-month period ended 30 June 2025 and any changes in the related
party transactions described in the last Annual Audited Financial Statements
that could have a material effect on the financial position or performance of
the Company in the first six months of the financial year 2025.
Significant Events
On 01 January 2025, the Investment Manager initiated a restructuring of its
primary funds, including the Master Partnership, and launched a new master
fund, Third Point Master Fund LP ("TP Master Fund"), a Cayman Islands exempted
limited partnership. As part of this restructuring, the Master Partnership
transferred substantially all of its assets, including its Notes, to the TP
Master Fund. Following the transfer, the Master Partnership distributed its
capital back to the Master Fund. The Master Fund then reinvested this capital
into the TP Master Fund, acquiring a direct interest in the TP Master Fund. No
realised gain or loss was recognized as a result of this restructuring.
The Company continues to hold its investment in the Master Fund and remains an
investor in the Master Fund after the completion of the restructuring.
On 21 May, 2025, the Company publicly announced that it had entered into a
sale and purchase agreement to acquire Malibu, an established reinsurance
platform focused on the U.S. fixed annuity market. In addition, the Company
will no longer qualify as an investment company under ASC Topic 946 -
Financial Services - Investment Companies and the Company will adopt a new
basis of presentation consistent with that of a reinsurance operating company.
Vivien Gould resigned from the Board with effect 10 January 2025.
Claire Whittet was appointed as Chair of the Nomination and Remuneration
Committee with effect from 10 February 2025 until her resignation from the
board on 14 August 2025.
Huw Evans resigned from the board on 14 August 2025.
The acquisition of Malibu was approved by shareholders at an EGM on 14 August
2025, and was completed on 12 September 2025.
Dimitri Goulandris assumed the Chairmanship of the company on 12 September
2025 following the completion of the Malibu acquisition.
There were no other events during the financial period outside the ordinary
course of business which, in the opinion of the Directors, may have had an
impact on the Unaudited Condensed Interim Financial Statements for the period
ended 30 June 2025.
Rupert Dorey
Chairman
Richard Boléat
Director
29 September 2025
INDEPENDENT REVIEW REPORT
Independent Review Report to Third Point Investors Limited
Conclusion
We have been engaged by Third Point Investors Limited (the `Company') to
review the Unaudited Condensed Interim Financial Statements for the six months
ended 30 June 2025 which comprise the Statement of Assets and Liabilities,
Statement of Operations, Statement of Changes in Net Assets, Statement of Cash
Flows and the related Notes 1 to 13. We have read the other information
contained in the Interim Report and considered whether it contains any
apparent misstatements or material inconsistencies with the information in the
Unaudited Condensed Interim Financial Statements.
Based on our review, nothing has come to our attention that causes us to
believe that the Unaudited Condensed Interim Financial Statements for the six
months ended 30 June 2025 are not prepared, in all material respects, in
accordance with accounting principles generally accepted in the United States
of America (`US GAAP') and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) `Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in Note 3, the Annual Financial Statements of the Company are
prepared in accordance with US GAAP. The Unaudited Condensed Interim Financial
Statements have been prepared in accordance with US GAAP.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
International Standard on Review Engagements 2410 (UK) `Review of Interim
Financial Information Performed by the Independent Auditor of the Entity'
issued by the Financial Reporting Council. However, future events or
conditions may cause the entity to cease to continue as a going concern.
Responsibilities of the Directors
The Directors are responsible for preparing the Interim Report and Unaudited
Condensed Interim Financial Statements in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom's Financial Conduct
Authority.
In preparing the Interim Report and Unaudited Condensed Interim Financial
Statements, the Directors are responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
Auditor's Responsibilities for the Review of the Financial Information
In reviewing the Interim Report and Unaudited Condensed Interim Financial
Statements, we are responsible for expressing to the Company a conclusion on
the Unaudited Condensed Interim Financial Statements. Our conclusion,
including our Conclusions Relating to Going Concern, are based on procedures
that are less extensive than audit procedures, as described in the Basis for
Conclusion paragraph of this report.
Use of our Report
This report is made solely to the Company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) `Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
Guernsey
29 September 2025
Notes:
(1) The maintenance and integrity of the Company's website is the sole
responsibility of the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditor accepts
no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
(2) Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
Statement of Assets and Liabilities
30 June 2025 31 December 2024
(unaudited) (audited)
Notes US$ US$
Assets
Investment in Third Point Offshore Fund, Ltd. at fair value (Cost: US$208,517,940; 31 December 2024: US$200,412,373) 3 548,597,176 549,212,373
Investment in Participation Note 3 18,030,308 16,340,602
Cash and cash equivalents 2,807,029 250,194
Due from broker 13,418 13,186
Redemptions receivable - 3,266,033
Other assets 80,798 48,185
Total assets 569,528,729 569,130,573
Liabilities
Accrued expenses and other liabilities 4,967,849 2,008,899
Administration fee payable 24,786 15,981
Total liabilities 4,992,635 2,024,880
Net assets 564,536,094 567,105,693
Number of Ordinary Shares in issue 6
US Dollar Shares 17,392,389 17,770,129
Net asset value per Ordinary Share 8, 11
US Dollar Shares $32.46 $31.91
Number of Ordinary B Shares in issue 6
US Dollar Shares 11,594,928 11,846,754
The financial statements were approved by the Board of Directors on 29
September 2025 and signed on its behalf by:
Rupert Dorey
Chairman
Richard Boléat
Director
See accompanying notes and the unaudited condensed interim financial statement
of Third Point Offshore, Ltd. And Third Point Master Fund LP.
Statement of Operations
30 June 2025 30 June 2024
(unaudited) (unaudited)
Notes US$ US$
Realised and Unrealised gain from investment transactions allocated from Master Fund
Net realised loss from securities, derivative contracts and foreign currency translations (42,980,989) (12,585,640)
Net change in unrealised gain on securities, derivative contracts and foreign currency translations 62,498,106 63,546,038
Net gain from currencies 1,009,827 123,296
Total net realised and unrealised gain from investment transactions allocated from Master Fund 20,526,944 51,083,694
Net investment gain allocated from Master Fund
Interest income 11,912,572 12,612,680
Dividends, net of withholding taxes of US$185,496; (30 June 2024: US$560,323) 1,380,165 1,808,609
Other income 1,666,797 1,165,999
Incentive Allocation (5,142,216) -
Interest expense (4,579,915) (7,327,094)
Investment Management fee (3,382,262) (3,600,933)
Dividends on securities sold, not yet purchased (1,186,727) (830,020)
Stock borrowing fees (25,284) (50,352)
Other expenses (833,288) (1,531,662)
Total net investment (loss)/gain allocated from Master Fund 1 (190,158) 2,247,227
Company expenses
Administration fee 4 (85,207) (58,707)
Directors' fees 5 (223,949) (204,160)
Strategic review fee 2 (12,000,000) -
Other fees (846,426) (1,042,030)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited 3 (79,594) (43,798)
Total Company expenses 4 (13,235,176) (1,348,695)
Net (loss)/gain (13,425,334) 898,532
Net increase in net assets resulting from operations 7,101,610 51,982,226
1 Net investment gain/(loss) allocated from the Master Fund are inclusive of
gain/(loss) on the underlying activity of the Participation Notes.
2 On 21 May 2025, the Company agreed to purchase Malibu. In connection with
the acquisition, the Company has accrued a $12,000,000 strategic review fee,
which represents transaction-related costs incurred and expected to be
incurred as part of the acquisition process, including legal, advisory, and
other professional fees related to due diligence, structuring, and execution
of the transaction. As of 30 June 2025, $4,235,186 of this fee remains payable
and is included in the Accrued expenses and other liabilities in the Statement
of Assets and Liabilities.
3 Expenses paid on behalf of Third Point Offshore Independent Voting Company
Limited consists of Director Fees, Audit Fees and General Expenses.
See accompanying notes and the unaudited condensed interim financial statement
of Third Point Offshore, Ltd. And Third Point Master Fund LP.
Statement of Changes in Net Assets
30 June 2025 30 June 2024
(unaudited) (unaudited)
Notes US$ US$
Change in net assets resulting from operations
Net realised loss from securities, commodities, derivative contracts and foreign currency translations allocated from Master Fund (42,980,989) (12,585,640)
Net change in unrealised gain on securities, derivative contracts and foreign currency translations allocated from Master Fund 62,498,106 63,546,038
Net gain from currencies allocated from Master Fund 1,009,827 123,296
Total net investment (loss)/gain allocated from Master Fund (190,158) 2,247,227
Total Company expenses (13,235,176) (1,348,695)
Net increase in net assets resulting from operations 7,101,610 51,982,226
Decrease in net assets resulting from capital share transactions
Share redemptions 6 (9,671,209) (176,666,159)
Net assets at the beginning of the period 567,105,693 637,967,666
Net assets at the end of the period 564,536,094 513,283,733
See accompanying notes and the unaudited condensed interim financial statement
of Third Point Offshore, Ltd. And Third Point Master Fund LP.
Statement of Cash Flows
30 June 2025 30 June 2024
(unaudited) (unaudited)
Notes US$ US$
Cash flows from operating activities
Operating expenses (9,934,747) (755,353)
Interest received / (paid) 7,103 361,771
Directors' fees (209,525) (204,160)
Administration fee (76,402) (55,576)
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited (79,594) (43,798)
Change in investment in the Master Fund 12,850,000 2,753,932
Cash inflow from operating activities 2,556,835 2,056,816
Net increase in cash 2,556,835 2,056,816
Cash and cash equivalents at the beginning of the period 250,194 190,603
Cash and cash equivalents at the end of the period 2,807,029 2,247,419
30 June 2025 30 June 2024
(unaudited) (unaudited)
Notes US$ US$
Supplemental disclosure of non-cash transactions from:
Operating activities
Subscriptions (30,936,179) (138,989,490)
Redemption of Company Shares from Master Fund 6 9,671,209 157,959,579
Financing activities
Share redemptions 6 (9,671,209) (18,970,089)
Investment in Participation Note 1,859,574 10,838,559
See accompanying notes and the unaudited condensed interim financial statement
of Third Point Offshore, Ltd. And Third Point Master Fund LP.
Notes to the Unaudited Condensed Interim Financial Statements
For the period ended 30 June 2024
1. The Company
Third Point Investors Limited (the `Company') is an authorised closed-ended
investment company incorporated in Guernsey on 19 June 2007 for an unlimited
period, with registration number 47161. The Company commenced operations on 25
July 2007.
2. Organisation
Investment Objective and Policy
For the period under review, the Company's investment objective has been to
provide its Shareholders with consistent long-term capital appreciation,
utilising the investment skills of Third Point LLC (the `Investment Manager'),
through investment of all of its capital (net of short-term working capital
requirements) through a master-feeder structure in shares of Third Point
Offshore Fund, Ltd. (the `Master Fund'), an exempted company formed under the
laws of the Cayman Islands on 21 October 1996 and registered under the Mutual
Fund Act with the Cayman Islands Monetary Authority.
The Master Fund's investment objective is to seek to generate consistent
long-term capital appreciation, by investing capital in securities and other
instruments in select asset classes, sectors and geographies, by taking long
and short positions. The Master Fund is managed by the Investment Manager and
the Investment Manager's implementation of the Master Fund's investment policy
is the main driver of the Company's performance.
Prior to restructuring, the Master Fund was a limited partner of, and invested
all of its investable capital in, Third Point Offshore Master Fund L.P. (the
`Master Partnership'), an exempted limited partnership organised under the
laws of the Cayman Islands, of which Third Point Advisors II L.L.C., an
affiliate of the Investment Manager, is the general partner.
On 01 January 2025, the Investment Manager initiated a restructuring of its
primary funds, including the Master Partnership, and launched a new master
fund, Third Point Master Fund LP ("TP Master Fund"), a Cayman Islands exempted
limited partnership, of which Third Point Advisors GP LLC, an affiliate of the
Investment Manager, is the general partner. Third Point LLC is the investment
manager to the Company, the Master Partnership, and the TP Master Fund. The
Master Fund and the TP Master Fund share the same investment objective,
strategies and restrictions as described above. As part of this restructuring,
the Master Partnership transferred substantially all of its assets, including
its Notes, to the TP Master Fund. Following the transfer, the Master
Partnership distributed its capital back to the Master Fund. The Master Fund
then reinvested this capital into the TP Master Fund, acquiring a direct
interest in the TP Master Fund.
Investment Manager
The Investment Manager is a limited liability company formed on 28 October
1996 under the laws of the State of Delaware. The Investment Manager was
appointed on 29 June 2007 and is responsible for the management and investment
of the Company's assets on a discretionary basis in pursuit of the Company's
investment objective, subject to the control of the Company's Board and
certain borrowing and leveraging restrictions.
During the period ended 30 June 2025, the Company paid to the Investment
Manager at the level of the TP Master Fund a fixed management fee of 1.25
percent of NAV per annum. The Investment Manager has granted a management fee
discount of 0.50% on the indirect portion of the Company's interest that is
invested in Legacy Private Investments. This 0.50% discount also applies to
the Company's management fee on their Participation Note balance. The
Investment Manager, in its sole discretion, may elect to reduce, waive or
calculate differently the management fee with respect to partners, members,
employees, affiliates or other related investors of the Investment Manager or
the General Partner. Under the Investment Management Agreement, as the NAV of
the Master Fund increased over the period, the Investment Manager was entitled
to a general partner incentive allocation of 20% of the Master Fund's NAV
growth (`Full Incentive Fee') invested in the TP Master Fund, subject to
certain conditions and related adjustments, by the Master Fund. The General
Partner receives an incentive allocation equal to 20% of the net profit
allocated to each Shareholder invested in each series of Class YSP shares. If
a Shareholder invested in the Master Fund has a net loss during any fiscal
year and, during subsequent years, there is a net profit attributable to such
Shareholder, the Shareholder must recover the amount of the net loss
attributable in the prior periods before the General Partner is entitled to
incentive allocation. The Company was allocated US$5,142,216 (30 June 2024:
US$nil) of incentive fees at the Master Fund level for the period ended 30
June 2025.
Class YSP shares are subject to a 25% investor level gate. The Company's
investment in the Master Fund is subject to an investor-level gate whereby a
Shareholder's aggregate redemptions will be limited to 25%, 33.33%, 50%, and
100% of the cumulative net asset value of such Class YSP shares held by the
Shareholder as of any four consecutive quarters. Redemptions are permitted on
a monthly basis but not to exceed these thresholds. Additionally, the Master
Fund has a 20% fund-level gate. The fund level gate allows for redemptions up
to 20% of the Master Fund's assets on a quarterly basis, subject to the
discretion of the Board of Directors of the Master Fund.
The General Partner, in its sole discretion, may elect to reduce, waive or
calculate differently the incentive allocation with respect to partners,
members, employees, affiliates or other related investors of the General
Partner or the Investment Manager.
3. Significant Accounting Policies
Basis of Presentation
These Unaudited Interim Condensed Financial Statements have been prepared in
accordance with relevant accounting principles generally accepted in the
United States of America (`US GAAP'). The functional and presentation currency
of the Company is United States Dollars (`$US').
The Directors have determined that, for the period under review, the Company
has been an investment company in conformity with US GAAP. Therefore the
Company follows the accounting and reporting guidance for investment companies
in the Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 946, Financial Services - Investment Companies (`ASC 946').
The following are the significant accounting policies adopted by the Company:
Cash and cash equivalents
Cash and cash equivalents in the Statement of Assets and Liabilities and for
the Statement of Cash Flows is unrestricted and comprises cash at bank.
Due from Broker
Due from broker includes cash balances held at the Company's clearing broker,
Deutsche Numis Limited, at 30 June 2025. The Company clears all of its
securities transactions through a major international securities firm, UBS
(the `Prime Broker'), pursuant to agreements between the Company and Prime
Broker.
Redemptions Receivable
Redemptions receivable are capital withdrawals from the Master Fund which have
been requested but not yet settled as at 30 June 2025.
Valuation of Investments
The Company records its investment in the Master Fund at fair value. The
Company's allocated share of each item of the Master Fund's income and expense
is reflected in the accompanying Statement of Operations. The performance of
the Company is directly affected by the performance of the Master Fund and is
subject to the same risks to which the Master Fund is subject. Fair values are
generally determined utilising the net asset value (NAV) provided by, or on
behalf of, the underlying investment manager of the investment fund. In
accordance with Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) Topic 820 `Fair Value Measurement', fair value is
defined as the price the Company would receive upon selling a security in a
timely transaction to an independent buyer in the principal or most
advantageous market of the security. During the period, the Company owned
Class YSP shares of the Master Fund. During the period, the Company recorded
non-cash redemptions of US$38,641,356 (115,676 shares) for the cancellation of
the Company shares under the share buyback programme. The Company also
redeemed US$11,550,000 (104,754 shares) to pay Company expenses. During the
period the Company recorded a noncash subscription of US$30,936,179 (309,362
shares).
The Board has concluded specifically that climate change, including physical
and transition risks, does not have a material impact on the recognition and
separate measurement considerations of the assets and liabilities of the
Company in the financial statements as at 30 June 2025, but recognises that
climate change may have an effect on the investments held in the Master Fund.
The following schedule details the movements in the Company's holdings in the
Master Fund over the period.
Shares held at 01 January 2025 Shares Rolled Up Shares Transferred In Shares Transferred Out Shares Issued Shares Redeemed Share adjustments 1 Shares held at 30 June 2025 Net Asset Value Per Share at 30 June 2025 2 Net Asset Value at 30 June 2025
Class YSP - 1.25, Series 1-1 1,241,926 - - - - (81,231) (213) 1,160,482 445.38 516,851,657
Class YBSP-1.25, Series 6 149,716 - - - - (145,561) 1 4,156 113.69 472,460
Class YBSP-1.25, Series 7 3,000 - - - - - - 3,000 112.29 336,879
Class YBSP-1.25, Series 8 - - - - 309,362 - - 309,362 100.00 30,936,180
Total 548,597,176
1 Share adjustments relate to transfers from the portion of shareholders'
capital attributable to Legacy Private Investments.
2 Rounded to two decimal places.
A portion of the Company's investment in the Master Fund redemptions after 01
June 2023 redemption were satisfied through the issuance of Participation
Notes (the `Notes' or each a `Note') in lieu of cash. Interests in the Master
Fund prior to 01 June 2023 are subject to the Note issuance upon redemption.
The Master Fund issued notes through Third Point Offshore Fund Vehicle, Ltd.
(the `Issuing Entity'), which holds interests in the Notes issued by the TP
Master Fund (or by the Master Partnership prior to restructuring as discussed
in Note 1) that are described in further detail in the TP Master Fund's
financial statements and are considered to be a Level 3 investment per the
fair value hierarchy. The Company has elected to carry the Notes at fair
value. The Notes have no stated maturity date and as payments in respect of
the Notes issued by the TP Master Fund are made to the Issuing Entity,
payments will be made to the Company to satisfy their outstanding Note
balances. During the period ended 30 June 2025 payments of $nil were made to
the Company (2024: US$nil). The investment in participation note balance as of
30 June 2025 was US$18,030,308. Losses on the Participation Notes during the
period were $169,868.
The valuation of securities held by the TP Master Fund, in which the Master
Fund directly invests, is discussed in the notes to the TP Master Fund's
Unaudited Interim Financial Statements. The net asset value of the Company's
investment in the Master Fund reflects its fair value. At 30 June 2025, the
Company's US Dollar shares represented 15.0% (31 December 2024: 14.5%) of the
Master Fund's NAV.
The Company has adopted ASU 2015-07, Disclosures for Investments in Certain
Entities that calculate Net Asset Value per Share (or its equivalent) (`ASU
2015-07'), in which certain investments measured at fair value using the net
asset value per share method (or its equivalent) as a practical expedient are
not required to be categorised in the fair value hierarchy. Accordingly the
Company has not levelled applicable positions.
Uncertainty in Income Tax
ASC Topic 740 `Income Taxes' requires the evaluation of tax positions taken or
expected to be taken in the course of preparing the Company's tax returns to
determine whether the tax positions are `more- likely-than-not' of being
sustained by the applicable tax authority based on the technical merits of the
position. Tax positions deemed to meet the `more-likely-than-not' threshold
would be recorded as a tax benefit or expense in the year of determination.
Management has evaluated the implications of ASC 740 and has determined that
it has not had a material impact on these Unaudited Condensed Interim
Financial Statements.
Income and Expenses
The Company records its proportionate share of the Master Fund's income,
expenses and realised and unrealised gains and losses on a monthly basis. In
addition, the Company accrues interest income, to the extent it is expected to
be collected, and other expenses.
Use of Estimates
The preparation of Unaudited Condensed Interim Financial Statements in
conformity with US GAAP may require management to make estimates and
assumptions that affect the amounts and disclosures in the financial
statements and accompanying notes. Actual results could differ from those
estimates. Other than what is underlying in the Master Fund and the TP Master
Fund, the Company does not use any material estimates in respect of the
Unaudited Condensed Interim Financial Statements.
Going Concern
On 21 May 2025, the Company publicly announced that it had entered into a sale
and purchase agreement to acquire all shares of Malibu Life Reinsurance SPC,
including sole segregated portfolio, Malibu Life Reinsurance SP1
(collectively, "Malibu") (the "Acquisition"). Malibu is an established annuity
reinsurance platform focused on predictable liabilities within the estimated
$1 trillion and growing fixed annuity market in the United States. The
acquisition is the outcome of a wide-ranging strategy review by the Strategy
Committee to consider how the Company may best deliver value to Shareholders
going forward. In assessing whether the Company is a going concern, the Board
has taken account of the fact that the acquisition of Malibu was completed on
12 September 2025.
As required, Master Fund Shares are converted to cash to meet liabilities in
respect of, for example, Company expenses and the buyback programme, as they
fall due. Liquidity remains available through ongoing redemptions from the
Master Fund, and the timing and amount of capital allocated to support
Malibu's growth is at the discretion of the Board.
On that basis, after due consideration, and having made due enquiry of Third
Point, the Directors are satisfied that it is appropriate to continue to adopt
the going concern basis in preparing these Unaudited Condensed Interim
Financial Statements for the period through 31 December 2026 which is at least
12 months from the date of approval of the unaudited condensed interim
financial statements.
Foreign Exchange
Investment securities and other assets and liabilities denominated in foreign
currencies are translated into United States Dollars using exchange rates at
the reporting date. Purchases and sales of investments and income and expense
items denominated in foreign currencies are translated into United States
Dollars at the date of such transaction. All foreign currency transaction
gains and losses are included in the Statement of Operations.
Recent accounting pronouncements
The Company has not early adopted any standards, interpretation or amendment
that has been issued but are not yet effective. The amendments and
interpretations which apply for the first time in 2025 have been assessed and
do not have an impact on the Unaudited Condensed Interim Financial Statements.
4. Material Agreements
Management and Incentive fees
The Investment Manager was appointed by the Company to invest its assets in
pursuit of the Company's investment objectives and policies. As disclosed in
Note 2, the Investment Manager is remunerated by TP Master Fund by way of
management fees and incentive fees.
Administration Fees
Under the terms of an Administration Agreement dated 29 June 2007, the Company
appointed Northern Trust International Fund Administration Services (Guernsey)
Limited as Administrator (the `Administrator') and Corporate Secretary.
The Administrator is paid fees based on the NAV of the Company, payable
quarterly in arrears. The fee is at a rate of 2 basis points of the NAV of the
Company for the first £500 million of NAV and a rate of 1.5 basis points for
any NAV above £500 million. This fee is subject to an annual minimum fee of
£125,000 per annum. The Administrator is also entitled to an annual corporate
governance fee of £60,000, payable in equal quarterly installments at the end
of each quarter, for its company secretarial and compliance activities.
In addition, the Administrator is entitled to be reimbursed out-of-pocket
expenses incurred in the course of carrying out its duties, and may charge
additional fees for certain other services.
Total Administrator expenses during the period amounted to US$85,207 (30 June
2024: US$58,707) with US$24,786 outstanding (31 December 2024: US$15,981) at
the period-end.
VoteCo
The Company has entered into a support and custody agreement with Third Point
Offshore Independent Voting Company Limited (`VoteCo'), whereby, in return for
the services provided by VoteCo, the Company will provide VoteCo with funds
from time to time in order to enable VoteCo to meet its obligations as they
fall due. Under this agreement, the Company has also agreed to pay all the
expenses of VoteCo, including the fees of the directors of VoteCo, the fees of
all advisors engaged by the directors of VoteCo and premiums for directors and
officers insurance. The Company has also agreed to indemnify the directors of
VoteCo in respect of all liabilities that they may incur in their capacity as
directors of VoteCo. The expense paid by the Company on behalf of VoteCo
during the period is outlined in the Statement of Operations and amounted to
US$79,594 (30 June 2024: US$43,798). As at 30 June 2025, expenses accrued by
the Company on behalf of VoteCo amounted to US$46,447 (31 December 2024:
US$30,395). These accrued expenses are included in the Accrued expenses and
other liabilities line of the Statement of Assets and Liabilities.
5. Directors' Fees
At the Annual General Meeting (AGM) in July 2020 Shareholders approved an
annual fee cap for the directors as a whole of £500,000.
The Directors' fees during the period amounted to US$223,949 (30 June 2024:
US$204,160) with US$28,402 outstanding (31 December 2024: US$nil) at the
period-end.
The current fee rates for the individual Directors are as follows:
Name Fee per annum
Chairman £76,000
Audit Committee Chairman £57,000
Director £48,000
Senior Independent Director £3,000
Chairman of the Management Engagement Committee £3,000
Chairman of the Nomination and Remuneration Committee £3,000
Chairman of the Strategy Committee £3,000
The Directors are also entitled to be reimbursed for expenses properly
incurred in the performance of their duties as Director.
6. Stated Capital
The Company was incorporated with the authority to issue an unlimited number
of Ordinary Shares (the `Shares') with no par value and an unlimited number of
Ordinary B Shares (`B Shares') of no par value.
Number of Ordinary Shares US Dollar Shares
Shares issued as at the beginning of the period 17,770,129
Shares Cancelled
Shares cancelled during the period (377,740)
Total shares cancelled during the period (377,740)
Shares in issue at end of the period 17,392,389
US Dollar Shares
US$
Net assets at the beginning of the period 567,105,693
Shares Cancelled
Share value cancelled during the period (9,671,209)
Total share value cancelled during the period (9,671,209)
Net decrease in net assets resulting from operations 7,101,610
Net assets at end of the period 564,536,094
Number of Ordinary B Shares US Dollar Shares
Shares in issue as at the beginning of the period 11,846,754
Shares Cancelled
Shares cancelled during the period (251,826)
Total shares cancelled during the period (251,826)
Shares in issue at end of the period 11,594,928
Voting Rights
Ordinary Shares carry the right to vote at general meetings of the Company and
to receive any dividends, attributable to the Ordinary Shares as a class,
declared by the Company and, in a winding-up will be entitled to receive, by
way of capital, any surplus assets of the Company attributable to the Ordinary
Shares as a class in proportion to their holdings remaining after settlement
of any outstanding liabilities of the Company. B Shares also carry the right
to vote at general meetings of the Company but carry no rights to distribution
of profits or in the winding-up of the Company.
As prescribed in the Company's Articles of Incorporation, each Shareholder
present at general meetings of the Company shall, upon a show of hands, have
one vote. Upon a poll, each Shareholder shall, in the case of a separate class
meeting, have one vote in respect of each Share or B Share held and, in the
case of a general meeting of all Shareholders, have one vote in respect of
each Share or B Share held. Fluctuations in currency rates will not affect the
relative voting rights applicable to the Shares and B Shares.
Repurchase of Shares
Any Shares purchased are held by the TP Master Fund and the TP Master Fund's
gains or losses and implied financing costs related to the Shares purchased
are allocated to the Company's investment in the TP Master Fund.
Any shares traded mid-month are purchased and held by the TP Master Fund until
the Company is able to cancel the shares following each month-end.
Further Issue of Shares
Under the Articles of Incorporation, the Directors have the power to issue
further shares on a non-pre-emptive basis. If the Directors issue further
Shares, the issue price will not be less than the then-prevailing estimated
weekly NAV per Share of the relevant class of Shares.
7. Taxation
The Company is exempt from taxation in Guernsey under the provisions of the
Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989.
8. Calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its
total liabilities. The NAV per Share is calculated by dividing the NAV by the
number of ordinary Shares in issue on that day.
9. Related Party Transactions
At 30 June 2025, other investment funds owned by or affiliated with the
Investment Manager owned 4,356,423 (31 December 2024: 4,356,423) US Dollar
Shares in the Company. Refer to note 4 and note 5 for additional Related Party
Transaction disclosures.
10. Significant Events
On 01 January 2025, the Investment Manager initiated a restructuring of its
primary funds, including the Master Partnership, and launched a new master
fund, TP Master Fund, a Cayman Islands exempted limited partnership. As part
of this restructuring, the Master Partnership transferred substantially all of
its assets, including its Notes, to the TP Master Fund. Following the
transfer, the Master Partnership distributed its capital back to the Master
Fund. The Master Fund then reinvested this capital into the TP Master Fund,
acquiring a direct interest in the TP Master Fund. No realised gain or loss
was recognized as a result of this restructuring.
The Company continues to hold its investment in the Master Fund and remains an
investor in the Master Fund after the completion of the restructuring.
Vivien Gould resigned from the Board with effect 10 January 2025.
Claire Whittet was appointed as Chair of the Nomination and Remuneration
Committee with effect from 10 February 2025 until her resignation from the
board on 14 August 2025.
On 21 May 21, the Company publicly announced that it had agreed to acquire
Malibu, an established reinsurance platform focused on the U.S. fixed annuity
market. The acquisition was completed on12 September 2025, after the 30 June
2025 reporting date.
11. Financial Highlights
The following tables include selected data for a single Ordinary Share in
issue at the period-end and other performance information derived from the
Unaudited Financial Statements.
US Dollar Shares
30 June 2025
US$
Per Share Operating Performance
Net Asset Value beginning of the period 31.91
Income from Operations
Net realised and unrealised gain from investment transactions allocated from
Master Fund 1.20
Net loss (0.76)
Total Return from Operations 0.44
Share buyback accretion 0.11
Net Asset Value, end of the period 32.46
Total return before incentive fee allocated from Master Fund 2.64%
Incentive allocation from Master Fund (0.92%)
Total return after incentive fee allocated from Master Fund 1.72%
Total return from operations reflects the net return for an investment made at
the beginning of the period and is calculated as the change in the NAV per
Ordinary Share during the period ended 30 June 2025 and is not annualised. An
individual Shareholder's return may vary from these returns based on the
timing of their purchases and sales of shares on the market.
US Dollar Shares
30 June 2024
US$
Per Share Operating Performance
Net Asset Value beginning of the period 25.43
Income from Operations
Net realised and unrealised gain from investment transactions allocated from
Master Fund 2.78
Net loss (0.06)
Total Return from Operations 2.72
Share buyback accretion 0.17
Net Asset Value, end of the period 28.32
Total return before incentive fee allocated from Master Fund 11.36%
Total return after incentive fee allocated from Master Fund 11.36%
Total return from operations reflects the net return for an investment made at
the beginning of the period and is calculated as the change in the NAV per
Ordinary Share during the period ended 30 June 2024 and is not annualised. An
individual Shareholder's return may vary from these returns based on the
timing of their purchases and sales of shares on the market.
US Dollar Shares
30 June 2025
US$
Supplemental data
Net Asset Value, end of the period 564,536,094
Average Net Asset Value, for the period1 557,444,553
Ratio to average net assets
Operating expenses2 (4.22%)
Incentive fee allocated from Master Fund (0.92%)
Total operating expenses2 (5.14%)
Net gain3 (1.84%)
US Dollar Shares
30 June 2024
US$
Supplemental data
Net Asset Value, end of the period 513,283,733
Average Net Asset Value, for the period1 604,606,510
Ratio to average net assets
Operating expenses2 (2.43%)
Total operating expenses2 (2.43%)
Net gain3 0.15%
1 Average Net Asset Value for the year is calculated based on published
monthly estimates of NAV.
2 Operating expenses are Company expenses together with operating expenses
allocated from the Master Fund.
3 Net gain is taken from the Statement of Operations and is the net investment
gain / (loss) for the period allocated from the Master Fund less the Company
expenses over the average Net Asset Value for the period.
12. Ongoing Charge Calculation
Ongoing charges for the period ended 30 June 2025 and 31 December 2024 have
been prepared in accordance with the AIC recommended methodology. Performance
fees were charged to the Master Fund. In line with AIC guidance, an Ongoing
Charge has been disclosed both including and excluding performance fees. The
Ongoing charges for period ended 30 June 2025 and 31 December 2024 excluding
performance fees and including performance fees are based on Company expenses
and allocated Master Fund expenses outlined below.
30 June 2025 31 December 2024
Excluding performance fees
US Dollar Shares 6.41% 2.33%
Including performance fees
US Dollar Shares 9.19% 3.31%
13. Subsequent Events
Claire Whittet was appointed as Chair of the Nomination and Remuneration
Committee effective 10 February 2025 and served in that role until her
resignation from the Board on 14 August 2025. Huw Evans also resigned from the
Board on the same date.
On 23 July 2025, the Company launched a redemption offer for Ordinary Shares
with an aggregate value of approximately $135 million (the "Redemption
Offer"). Concurrently, the Company accepted subscriptions for Ordinary Shares
totaling approximately $62 million from new and existing investors. Excluding
approximately $10 million of deferred redemption consideration, the Company
was responsible for a net cash outlay of approximately $63 million in
connection with the Redemption Offer.
On 12 September 2025, the Company completed the acquisition of 100% of the
shares of Malibu on a "NAV-for-NAV" basis. As a result of this transaction,
the Company discontinued its master-feeder fund accounting structure and
transitioned from an investment company to a reinsurance operating company.
The transaction will be accounted for using the acquisition method in
accordance with ASC 805 - Business Combinations, and the financial results of
Malibu will be consolidated from the acquisition date in accordance with ASC
810 - Consolidation.
In connection with the acquisition, the Company adopted a new trading ticker
symbol, MLHL, and initiated its redomiciliation from Guernsey to the Cayman
Islands. As of 12 September 2025, following its admission to the Equity Shares
(Commercial Companies) Category, the Company ceased to be a member of the AIC
in the UK and is no longer subject to the provisions of the AIC Corporate
Governance Code. The Company will instead comply with and report against the
UK Corporate Governance Code issued by the Financial Reporting Council.
Changes to the Board of Directors include the appointment of Gary Dombowsky as
Chief Executive Officer, and the addition of Josh Targoff and Luana Majdalani
as Non-Executive Directors. Richard Boléat, Rupert Dorey, Dimitri Goulandris
and Liad Meidar continue to serve as Independent Directors, with Rupert Dorey
appointed as the Senior Independent Director.
On 19 September 2025, in connection with the Redemption Offer, the Company
announced the redemption of 4,376,750 Ordinary Shares at a price of $28.56 per
share.
On 22 September 2025, the Company confirmed its change of name to Malibu Life
Holdings Limited.
The Directors confirm that, up to the date of approval of these financial
statements on 29 September 2025, there have been no other events subsequent to
the balance sheet date that require inclusion or additional disclosure.
ADDITIONAL INFORMATION
Investor Information
Expected Financial Calendar
Year end 31 December.
Annual results announced and Annual Report published in April.
Annual General Meeting held in May/June.
Interim results announced in September.
Website
Further information about the Company, including share price and NAV
performance, monthly reports and quarterly investor letters, is available on
the Company's website: www.malibulifeinsurance.com
Management and Administration As of 30 June 2025
Directors
Rupert Dorey* (Chairman)
Richard Boléat*
Huw Evans* (resigned 14 August 2025)
Vivien Gould* (resigned 10 January 2025)
Dimitri Goulandris*
Liad Meidar*
Claire Whittet* (resigned 14 August 2025)
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.
* These Directors are independent.
Investment Manager
Third Point LLC
55 Hudson Yards,
New York, NY 10001,
United States of America.
Auditors
Ernst & Young LLP
PO Box 9, Royal Chambers
St Julian's Avenue,
St Peter Port, Guernsey, GY1 4AF,
Channel Islands.
Legal Advisors (UK Law)
Herbert Smith Freehills LLP
Exchange House, Primrose Street,
London, EC2A 2HS,
United Kingdom.
Registrar and CREST Service Provider
Link Market Services (Guernsey) Limited
(formerly Capita Registrars (Guernsey) Limited)
Mont Crevelt House,
Bulwer Avenue,
St Sampson, Guernsey, GY2 4LH,
Channel Islands.
Registered Office
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL.
Channel Islands.
Administrator and Secretary
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 3QL,
Channel Islands.
Legal Advisors (Guernsey Law)
Mourant
Royal Chambers, St Julian's Avenue,
St Peter Port, Guernsey, GY1 4HP,
Channel Islands.
Receiving Agent
MUFG Corporate Markets (Guernsey) Limited
The Registry,
34 Beckenham Road,
Beckenham, Kent, BR3 4TU,
United Kingdom.
Corporate Broker
Jefferies International Limited
100 Bishopsgate,
London, EC2N 4JL,
United Kingdom.
Legal Information
Malibu Life Holdings Limited (formerly Third Point Investors Limited) was at
the period end a feeder fund listed on the London Stock Exchange that invested
substantially all of its assets in Third Point Offshore Fund, Ltd (`Third
Point Offshore'). Third Point Offshore is managed by Third Point LLC (`Third
Point' or `Investment Manager'), an SEC-registered investment adviser
headquartered in New York.
Unless otherwise noted, all performance, portfolio exposure and other
portfolio data included herein relates to Third Point Master Fund L.P. (the
`Fund') ) for the current period and to Third Point Offshore Master Fund L.P.
prior to restructuring as discussed in Note 1 of the unaudited condensed
interim financial statements. Exposures are categorised in a manner consistent
with the Investment Manager's classifications for portfolio and risk
management purposes.
Past performance is not necessarily indicative of future results, and there
can be no assurance that the Funds will achieve results comparable to those of
prior results, or that the Funds will be able to implement their respective
investment strategy or achieve investment objectives or otherwise be
profitable.
All profit and loss or performance results are based on the Net Asset Value of
fee-paying investors only and are presented net of management fees, brokerage
commissions, administrative expenses, any other expenses of the Funds, and
accrued incentive allocation, if any, and include the reinvestment of all
dividends, interest, and capital gains. From Fund inception through December
31, 2019, each the Fund's historical performance has been calculated using the
actual management fees and incentive allocations paid by the Fund. The actual
management fees and incentive allocations paid by the Fund reflect a blended
rate of management fees and incentive allocations based on the weighted
average of amounts invested in different share classes subject to different
management fee and/or incentive allocation terms. Such management fee rates
have ranged over time from 1% to 3% (in addition to leverage factor multiple,
if applicable) per annum. The amount of incentive allocations applicable to
any one investor in the Fund will vary materially depending on numerous
factors, including without limitation: the specific terms, the date of initial
investment, the duration of investment, the date of withdrawal, and market
conditions. As such, the net performance shown for the Fund from inception
through December 31, 2019 is not an estimate of any specific investor's actual
performance. During this period, had the highest management fee and incentive
allocation been applied solely, performance results would likely be lower. For
the period beginning January 1, 2020, each Fund's historical performance shows
indicative performance for a new issues eligible investor in the highest
management fee (2% per annum), in addition to leverage factor multiple, if
applicable, and incentive allocation rate (20%) class of the Fund, who has
participated in all side pocket private investments (as applicable) from March
1, 2021 onward. An individual investor's performance may vary based on timing
of capital transactions. The market price for new issues is often subject to
significant fluctuation, and investors who are eligible to participate in new
issues may experience significant gains or losses. An investor who invests in
a class of Interests that does not participate in new issues may experience
performance that is different, perhaps materially, from the performance
reflected above due to factors such as the performance of new issues. The
inception date for Third Point Offshore Fund, Ltd. Is December 1, 1996, Third
Point Partners L.P. is June 1, 1995, Third Point Partners Qualified L.P. is
January 1, 2005, Third Point Ultra Ltd. is May 1, 1997, and Third Point Ultra
Onshore LP is January 2019. All performance results are estimates and should
not be regarded as final until audited financial statements are issued.
While the performances of the Funds have been compared here with the
performance of well-known and widely recognised indices, the indices have not
been selected to represent an appropriate benchmark for the Funds whose
holdings, performance and volatility, among other things, may differ
significantly from the securities that comprise the indices. Investors cannot
invest directly in an index (although one can invest in an index fund designed
to closely track such index). Indices performance includes reinvestment of
dividends and other earnings, if any.
All information provided herein is for informational purposes only and should
not be deemed as a recommendation or solicitation to buy or sell securities
including any interest in any fund managed or advised by Third Point. All
investments involve risk including the loss of principal.
Specific companies or securities shown in this interim report are for
informational purposes only and meant to demonstrate Third Point's investment
style and the types of industries and instruments in which the Funds invest
and are not selected based on past performance. The analyses and conclusions
of Third Point contained in this interim report include certain statements,
assumptions, estimates and projections that reflect various assumptions by
Third Point concerning anticipated results that are inherently subject to
significant economic, competitive, and other uncertainties and contingencies
and have been included solely for illustrative purposes. No representations,
express or implied, are made as to the accuracy or completeness of such
statements, assumptions, estimates or projections or with respect to any other
materials herein. Third Point may buy, sell, cover or otherwise change the
nature, form or amount of its investments, including any investments
identified in this interim report, without further notice and in Third Point's
sole discretion and for any reason. Third Point hereby disclaims any duty to
update any information in this interim report.
This interim report includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "goals", "objective", "rewards",
"expectations", "signals", "projects", "anticipates", "expects", "achieve",
"intends", "tends", "on track", "well placed", "continued", "estimated",
"projected", "preliminary", "upcoming", "may", "will", "aims", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, targets,
future events or intentions or loss estimates. Forward-looking statements
include statements relating to the following: (i) future capital requirements,
capital expenditures, expenses, revenues, unearned premiums pricing rate
changes, terms and conditions, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, claims development, losses
and loss estimates and future business prospects; and (ii) business and
management strategies and the expansion and growth of the Company's
operations.
Forward-looking statements may and often do differ materially from actual
results. Forward-looking statements reflect the board's current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Company's
business, results of operations, financial position, liquidity, prospects,
growth and strategies. These risks, uncertainties and assumptions include, but
are not limited to: the possibility of greater frequency or severity of claims
and loss activity than the Company's underwriting, reserving or investment
practices have anticipated; effectiveness of the Company's risk management and
loss limitation methods, including to manage volatility; the development of
the Company's technology platforms; the impact that the Company's future
operating results, capital position and ratings may have on the execution of
its business plan, capital management initiatives or dividends; the Company's
ability to implement successfully its business plan and strategy; the premium
rates which are available within the Company's targeted business lines and at
policy inception; the pattern and development of premiums as they are earned;
increased competition on the basis of pricing, capacity or coverage terms and
the related demand and supply dynamics; the successful recruitment, retention
and motivation of key management and the potential loss of key personnel; the
credit environment for issuers of fixed maturity investments in the Company's
portfolio; the impact of Third Point's management of the Company's investment
assets; the impact of the ongoing conflicts in Ukraine and the Middle East,
the impact of swings in market interest rates, currency exchange rates and
securities prices; changes by central banks regarding the level of interest
rates and the timing and extent of any such changes; the impact of inflation
or deflation in relevant economies in which the Company operates; the Company
becoming subject to income taxes in the Cayman Islands, the United States or
in the United Kingdom; and changes in insurance or tax laws or regulations in
jurisdictions where the Company conducts business.
Forward-looking statements contained in this interim report may be impacted by
emerging information regarding the escalation or expansion of the Ukraine
conflict or Middle East conflict, the volatility in global financial markets
and governmental, regulatory and judicial actions, including related policy
coverage issues. Forward-looking statements speak only as of the date they are
made. No representation or warranty is made that any forward-looking statement
will come to pass. The Company disclaims any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by law or
regulation. All subsequent written and oral forward-looking statements
attributable to the Company, its board of directors and/or the group or to
persons acting on its behalf are expressly qualified in their entirety by the
cautionary statements referred to above.
The representative in Switzerland is FundRock Switzerland SA, Route de
Cité-Ouest 2, 1196 Gland, Switzerland. The paying agent in Switzerland is
BCGE. The Prospectus/Offering Memorandum, the Articles of Association and
audited financial statements of those funds available in Switzerland can be
obtained free of charge from the representative in Switzerland. The place of
performance and jurisdiction is the registered office of the representative in
Switzerland with regards to the Shares distributed in and from Switzerland.
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