REG-Malibu Life Holdings Limited: Final number of Consideration Shares and Update on total voting rights

Third Point InvestorsAnnouncement

28/01/2026 07:02

28 January 2026

 

Malibu Life Holdings Limited

Final number of Consideration Shares

Update on total voting rights

 

Final number of Consideration Shares

 

In connection with Malibu Life Holdings Limited's (the "                    
Company                    ") acquisition of the entire equity interests in
Malibu Life Reinsurance SPC from Malibu Life Holdings LLC (the "              
      Seller                    ") (the "                     Acquisition     
              ") which completed on 12 September 2025, the Company today
announces that the final number of Consideration Shares is 1,889,809.

 

As detailed in the Company's announcement dated 12 September 2025, at
Completion the Company issued 1,868,805 Ordinary Shares (being the Relevant
Consideration Shares) to the Seller in consideration for the Acquisition. The
number of Relevant Consideration Shares represented 95% of the Consideration
Shares based on the estimated values available at the time the sale and
purchase agreement between the Company and the Seller dated 21 May 2025 was
entered into. That agreement contained a true-up to mechanism to allow an
adjustment to take place to reflect the finalised values in respect of the
Acquisition, which values have now been agreed.

 

Therefore, in order to satisfy the total consideration for the Acquisition and
pursuant to the true-up mechanism as detailed in the Company's prospectus
dated 8 September 2025 (the "                     Prospectus                  
 "), the Company has allotted and will issue 21,004 Ordinary Shares (the "    
                Balancing Action Shares                    ") to The Daniel S.
Loeb Revocable Trust (the "                     Trust                    ")
(who, pursuant to a deed of assignment between the Company, the Seller and the
Trust dated 2 December 2025, was assigned the Seller's right to have issued
and allotted to it the Consideration Shares).

 

The Company will apply to the London Stock Exchange for the Balancing Action
Shares to be admitted to trading on the Main Market for listed securities of
the London Stock Exchange (the "                     Main Market              
     ")                                         and admission to trading on
the Main Market is expected to occur by 8:00 a.m. on 2 February 2026 ("       
             Admission                    ").           

 

Total voting rights

 

Immediately following Admission, the Company will have 17,071,062 Ordinary
Shares in issue and admitted to trading on the Main Market, and its issued
share capital will be:

 
*            17,071,062 US dollar Ordinary Shares with one vote per share; and
          
*            11,380,708 US dollar B Shares with one vote per share.
 

Therefore, the total number of voting rights in the Company immediately
following Admission will be 28,451,770. 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.

 

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

 

Enquiries:

 Walkers Corporate Limited  (Company secretary to the Company)                     
 Michael Beck                                                   +1 (345) 814-7600  

 



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