REG-Third Point Investors Ltd: Results of the Redemption Offer and Subscriptions, Update on the acquisition of Malibu Life Reinsurance SPC and Update on the timetable for implementation of the Proposals

Third Point InvestorsAnnouncement

04/09/2025 12:30

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

4 September 2025

Third Point Investors Limited

Results of the Redemption Offer and Subscriptions

Update on the acquisition of Malibu Life Reinsurance SPC

Update on the timetable for implementation of the Proposals

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

Redemption Offer and Subscriptions
* Based on the necessary conditions to the Acquisition under the Sale and
Purchase Agreement being satisfied, the Reference NAV to be used for the
purposes of the Redemption Offer and the Subscriptions has been calculated as
at the Calculation Date of 31 August 2025.
* Accordingly, the Reference NAV is $32.64 and the Initial Redemption
Consideration per Ordinary Share and the Subscription Price are $28.56. 
* Redeeming Shareholders will also receive the Deferred Redemption
Consideration per Ordinary Share, which is an amount equal to the net
realisation proceeds of the Illiquid Redemption Portfolio, in respect of
Redeemed Shares. Such net realisation proceeds will be paid to the relevant
Redeeming Shareholder as soon as reasonably practicable following receipt of
such realisation proceeds by the Company, provided that the Company may defer
the payment of non-material sums in order to avoid undue administrative cost
and burden.
* 9,557,296 Ordinary Shares were submitted for redemption pursuant to the
Redemption Offer. Based on the Reference NAV, 4,376,750 Ordinary Shares will
be redeemed by the Company. This represents each redemption request being
satisfied pro rata by c. 45.8 per cent. 
* Based on the Subscription Price, 2,165,614 Ordinary Shares in aggregate will
be issued to the Third Party Investors. 
* Ordinary Shares submitted unsuccessfully for redemption will be released
from escrow and returned to the relevant Shareholder by way of a TFE
Instruction today. 
* The Initial Redemption Consideration per Ordinary Share is expected to be
paid to Redeeming Shareholders in respect of Redeemed Shares, and the relevant
Ordinary Shares to be redeemed, on 19 September 2025.
Update on acquisition of Malibu Life Reinsurance SPC
* All necessary regulatory approvals have been received and the applicable
conditions to the Acquisition under the Sale and Purchase Agreement have been
satisfied. 
* The number of Consideration Shares to be issued to Malibu Life Holdings SPC
in connection with the Acquisition (subject to the true-up mechanism in the
Sale and Purchase Agreement) will be subsequently announced by the Company
once the reference tangible book value of Malibu Life Reinsurance SPC
(including its segregated portfolio on an aggregate basis) has been
determined. 
* Completion, issuance of the Relevant Consideration Shares (as defined below)
and the issuance of Ordinary Shares to the Third Party Investors are each
expected to occur on 12 September 2025.
Update on the timetable for implementation of the Proposals
* The Prospectus in connection with Admission, including the listing of the
Ordinary Shares in the ESCC Category, is expected to be published on 8
September 2025.
* Suspension of the Ordinary Shares to listing in the CEIF Category and to
trading on the London Stock Exchange is expected to occur by 7:30 a.m. on 10
September 2025. 
* The Migration is expected to be effective from 10 September 2025.
* Admission is expected to occur by 8:00 a.m. on 12 September 2025.
Redemption Offer and the Subscriptions

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

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

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

The final list of subscriptions for Ordinary Shares in connection with the
Shareholder Rotation is set out below. Based on the Subscription Price, at
Completion the Company will issue:
* 1,050,420 Ordinary Shares to Third Point Opportunities;
* 87,535 Ordinary Shares to Gatemore;
* 134,802 Ordinary Shares to employees of Third Point (and its affiliates);
* 875,350 Ordinary Shares to subsidiaries of Voya Financial, Inc.; and 
* 17,507 Ordinary Shares to Mr. Dimitri Goulandris,
for an aggregate consideration of $61,849,935.84. As noted below, the Company
expects Completion, and the issuance of Ordinary Shares in connection with the
Subscriptions, to occur on or around 12 September 2025.

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

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

Update on acquisition of Malibu Life Reinsurance SPC

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

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

Update on the timetable for implementation of the Proposals

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

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

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

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Circular.

Expected Timetable

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

 Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Time and/or date                      
 Calculation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                               31 August 2025                        
 Publication of the Prospectus                                                                                                                                                                                                                                                                                                                                                                                                                                                  8 September 2025                      
 Last day for dealings in, and for registration of transfers of, and disablement in CREST of, the Ordinary Shares                                                                                                                                                                                                                                                                                                                                                               9 September 2025                      
 Suspension of Ordinary Shares to listing on the CEIF Category and to trading on the London Stock Exchange (1)                                                                                                                                                                                                                                                                                                                                                                  by 7.30 a.m. on 10 September 2025     
 Effective date of Migration                                                                                                                                                                                                                                                                                                                                                                                                                                                    10 September 2025                     
 Completion date of the Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                             12 September 2025                     
 Issue of Relevant Consideration Shares                                                                                                                                                                                                                                                                                                                                                                                                                                         12 September 2025                     
 Cancellation of the Ordinary Shares to listing on the CEIF Category and to trading on the Main Market of the London Stock Exchange (2)                                                                                                                                                                                                                                                                                                                                         by 7.30 a.m. on 12 September 2025     
 Admission of the Ordinary Shares (including the Relevant Consideration Shares and the Ordinary Shares to be issued to Third Party Investors) to listing on the ESCC Category and to trading on the Main Market of the London Stock Exchange and commencement of unconditional dealings in the Ordinary Shares (including the Relevant Consideration Shares and the Ordinary Shares to be issued to Third Party Investors) on the Main Market of the London Stock Exchange (2)  by 8.00 a.m. on 12 September 2025     
 Enablement in CREST of the Depositary Interests and delivery of Depositary Interests (with post-Migration ISIN) to Shareholders' CREST member accounts                                                                                                                                                                                                                                                                                                                         after 8.00 a.m. on 12 September 2025  
 Issue of Ordinary Shares to Third Party Investors (3)                                                                                                                                                                                                                                                                                                                                                                                                                          12 September 2025                     
 Settlement Date of the Redemption Offer                                                                                                                                                                                                                                                                                                                                                                                                                                        19 September 2025                     
 Issuance of new share certificates to certificated holders of Ordinary Shares                                                                                                                                                                                                                                                                                                                                                                                                  By 24 September 2025                  
 Long stop date (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                             11:59 p.m. on 21 February 2026        

(1) The Company expects the Company's existing listing of its Ordinary Shares
on the CEIF Category and trading on the London Stock Exchange will be
suspended for approximately two days ahead of cancellation as part of the
settlement process.

(2) In view of the fact that the Acquisition constitutes a reverse takeover,
the Company's existing listing of its Ordinary Shares on the CEIF Category
will be cancelled upon Completion, and the Company will apply for admission of
its Ordinary Shares (including the Relevant Consideration Shares) to the ESCC
Category immediately following Completion. It is expected that Admission will
become effective and that dealings on the London Stock Exchange in the
Ordinary Shares (including the Relevant Consideration Shares) will commence on
the London Stock Exchange, at 8.00 a.m. (London time) on the date of
Admission, following Completion.

(3) Shareholders who hold their Ordinary Shares in certificated form will be
issued with replacement certificates which may take 14 Business Days to be
issued.

(4) The Sale and Purchase Agreement will automatically terminate if the
Conditions for Acquisition are not satisfied by the long stop date, which is
nine months after the date of the Sale and Purchase Agreement (which the
Seller or the Company may postpone by 90 business days).

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  
 Northern Trust International Fund Administration Services (Guernsey) Limited (Administrator to the Company)                                                   

 

This announcement is being made on behalf of the Company by Northern Trust
International Fund Administration Services (Guernsey) Limited, administrator
to the Company.

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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