REG-Third Point Investors Ltd: Completion of Migration Announcement

Third Point InvestorsAnnouncement

Thu 08:15

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE.

 

11 September 2025

Third Point Investors Limited

Completion of the Migration and Acquisition arrangements

Total voting rights following Admission

 

 

Completion of the Migration

 

Third Point Investors Limited (the "Company") is pleased to announce that from
10 September 2025 it has been registered by way of continuation as an exempted
limited company limited by shares under section 201 of the Cayman Island
Companies Act (2025 Revision). Therefore, the Company is now incorporated in
the Cayman Islands and is no longer incorporated in Guernsey.

 

Following completion of the Migration, the following details apply to the
Company:

 
* the LEI remains as 549300WXTCG65AQ7V644
* the ISIN for the Ordinary Shares is KYG8827C1006
* the SEDOL for the Ordinary Shares (US Dollar quotation) is BVYBW43
* the ticker for the Ordinary Shares (US Dollar) is MLHL
 

In connection with the Migration, the Company's administrator and company
secretary will no longer be Northern Trust International Fund Administration
Services (Guernsey) Limited. From 10 September 2025, the Company's
administrator is Artex Risk Solutions (Cayman) Limited and company secretary
is Walkers Corporate Limited.

 

Trading in the Company's Ordinary Shares will remain suspended until
completion of the Acquisition and Admission of the Ordinary Shares to the ESCC
Category and to trading on the Main Market for listed securities of the London
Stock Exchange, which is expected at 8.00 a.m. on 12 September 2025.

 

Arrangements in connection with completion of the Acquisition

 

The Company's acquisition of 100 per cent. of the equity interests in Malibu
Life Reinsurance SPC from Malibu Life Holdings LLC ("Malibu Holdings") (the
"Acquisition") is expected to complete on 12 September 2025. In connection
with the Acquisition, the number of Relevant Consideration Shares to be issued
on 12 September 2025 by the Company is 1,868,805, representing approximately
95 per cent. of the Consideration Shares. The final number of Consideration
Shares to be issued by the Company shall be subject to a true-up mechanism.
Further details are set out in the Company's prospectus dated 8 September 2025
(the "Prospectus").

 

Total voting rights

 

Immediately following Admission, the Company will have 21,426,808 Ordinary
Shares in issue and admitted to trading on the Main Market, and its issued
share capital will be:

 
* 21,426,808 US dollar Ordinary Shares with one vote per share; and
* 8,570,724 US dollar B Shares with one vote per share.
 

Therefore, the total number of voting rights in the Company immediately
following Admission will be 29,997,532. The Company holds no shares in
treasury.

 

The above figure may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

In accordance with the Redemption Offer, the Company expects to redeem
4,376,750 Ordinary Shares on 19 September 2025 such that, immediately
following completion of the Redemption Offer, the Company will have 17,050,058
Ordinary Shares admitted to trading on the Main Market.

 

Timetable

 

The timetable contained in the Company's announcement on 4 September 2025
remains unchanged.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Prospectus. All references to times
in this announcement are to times in London (unless otherwise stated).

 

Enquiries:

 Jefferies International Limited (Financial Adviser to the Company)                                                                       
 Stuart Klein / Carlos Marque / James Umbers Ognjen Rakita / Taha Ahmed / Harry Randall  +44 20 7029 8600                                 
 Kekst CNC (PR Adviser to the Company)                                                                                                    
 Richard Campbell Guy Bates Katherine Kilgallen                                          +44 7775 784933 +44 7581 056415 +44 7581 068251  

 

Disclaimer

 

This announcement has been prepared in accordance with English law,
the UK Market Abuse Regulation and the Disclosure Guidance and Transparency
Rules and UK Listing Rules of the FCA. Information disclosed may not be the
same as that which would have been prepared in accordance with the laws of
jurisdictions outside England.

 

This announcement is not an offer of securities for sale in any jurisdiction
where to do so would be unlawful. The Company and Malibu have not been and
will not be registered as an "investment company" under the US Investment
Company Act of 1940, as amended (the "Investment Company Act") and as such
holders of the securities will not be entitled to the benefits of the
Investment Company Act. The securities referred to herein have not been and
will not be registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold, taken up,
resold, transferred or delivered, directly or indirectly, in or into the
United States or to any "U.S. person" as defined in Regulation S under the
US Securities Act ("US Person") other than to "qualified institutional buyers"
as defined in Rule 144A of the US Securities Act who are also "qualified
purchasers" as defined in the Investment Company Act in a transaction exempt
from, or not subject to, the registration requirements of the US Securities
Act and in accordance with any applicable securities laws of any state or
other jurisdiction of the United States. There has been and will be no
public offer of the securities in the United States and the Company is not
subject to the periodic reporting requirements of the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act") and is not required to, and
does not, file any reports with the US Securities and Exchange
Commission (the "SEC") thereunder.

 

Neither the SEC nor any securities regulatory body of any state or other
jurisdiction of the United States, nor any securities regulatory body of any
other country or political subdivision thereof, has approved or disapproved of
this announcement or the securities discussed herein or passed on the accuracy
or adequacy of the contents of this announcement. Any representation to the
contrary is a criminal offence in the United States.

 

No person has been authorised to give any information or make any
representations with respect to the Acquisition other than the information
contained in this announcement and, if given or made, such information or
representations must not be relied upon as having been authorised by or on
behalf of the Company, the Company's directors, or any other person involved
in the Acquisition. Neither the Company nor any such person takes any
responsibility or liability for, and can provide no assurance as to the
reliability of, any other information that may be given. Subject to
the UK Market Abuse Regulation and the Disclosure Guidance and Transparency
Rules and the UK Listing Rules of the FCA, the delivery of this
announcement shall not create any implication that there has been no change in
the affairs of the Company or Malibu since the date of this announcement or
that the information in this announcement is correct as at any time subsequent
to its date.

 

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively as the lead financial adviser to the Company and no one
else in connection with the matters set out in this announcement. In
connection with such matters, Jefferies, its affiliates, and its or their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter referred to
herein.

 

The contents of this announcement are not to be construed as legal, business
or tax advice and none of the Company or Jefferies undertakes any obligation
with respect to the recipient thereof. Each shareholder should consult its own
legal adviser, financial adviser or tax adviser for legal, financial or tax
advice respectively.

 

Forward-looking statements

 

Certain statements, opinions and/or projections in this announcement are
forward-looking statements. In some cases, these forward looking statements
can be identified by the use of forward looking terminology including terms
such as expects", "anticipates", "targets", "continues", "estimates", "plans",
"intends", "projects", "indicates", "believes", "may", "will", "should",
"would", "could", "outlook", "forecast", "plan", "goal" and similar
expressions or in each case, their negative, or other variations or comparable
terminology, but are not the exclusive means of identifying such statements.
Any statements that are not statements of historical facts are forward-looking
statements. These forward-looking statements reflect the Company's current
expectations concerning future events and speak only as of the date of this
announcement. They involve various risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company, and following Completion, the Company's group, third parties or the
industry to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements. There
can be no assurance that the results and events contemplated by
forward-looking statements will in fact occur. No statement in this
announcement is intended to be a profit forecast.

 

The forward-looking statements speak only as at the date of this announcement.
Save as required by the UK Market Abuse Regulation or the Disclosure
Guidance and Transparency Rules or the requirements of the UK Listing Rules
of the FCA, or otherwise arising as a matter of law or regulation, the
Company expressly disclaims any obligation or undertaking to disseminate after
publication of this announcement any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.

 

Neither the content of the Company's (or any other website) nor the content of
any website accessible from hyperlinks on the Company's website (or any other
website) is incorporated into, or forms part of, this announcement.

 



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