REG-Third Point Investors Ltd: Posting of Circular and notice of extraordinary general meeting
25/07/2025 16:15
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.
25 July 2025
Third Point Investors Limited
Posting of Circular and notice of extraordinary general meeting
Further to the announcement by Third Point Investors Limited (the "Company")
on 23 July 2025, the Company confirms that it has published a circular (the
"Circular") that has been approved by the Financial Conduct Authority (the
"FCA") containing a notice of an extraordinary general meeting ("EGM") to
approve the acquisition of Malibu Life Reinsurance SPC (the "Acquisition") of
Malibu and certain related matters.
A separate notice of an annual general meeting ("AGM") has also been posted to
convene the Company's AGM on the same date as the EGM.
The EGM is due to be held at the offices of Northern Trust International Fund
Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St
Peter Port, Guernsey, GY1 3QL at 10:00 a.m. on 14 August 2025. The AGM will be
held on the same day and location as the EGM at 10:30 a.m.
The Circular and long-form investor presentation will shortly be made
available on the Company's website:
https://www.thirdpointlimited.com/announcements/
A copy of the Circular will be submitted to the FCA's National Storage
Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Circular.
Dimitri Goulandris, Chair of TPIL's Strategy Committee, commented:
"The Strategy Committee is delighted that today TPIL is publishing a
shareholder circular containing full details of proposals which represent the
culmination of many months' work. We firmly believe that the proposed
transaction, which is being recommended to shareholders unanimously by the
Board, is in the best interests of TPIL, and are encouraged that 46% of
shareholders have already committed to support the proposals.
The Strategy Committee acknowledges that not all existing shareholders will
wish to continue their investment in TPIL following these changes, and is
therefore pleased to have been able to facilitate a shareholder rotation
which sees new investors subscribing for shares, alongside making US$136
million available to allow existing shareholders to exit their investment at
an implied discount to NAV of 4.8%. This much improved offer is a direct
result of the Strategy Committee's consultation and engagement with
shareholders.
Both the Strategy Committee and the full TPIL Board categorically reject the
unfounded criticism from a group of investors led by Asset Value Investors.
The Board reiterates that its unanimous recommendation for the proposed
combination with Malibu is fully compliant with all regulatory and legal
obligations and is in the best interests of Third Point Investors Limited and
we encourage all shareholders to vote in favour of the proposals."
Expected timetable
The following indicative timetable is based on the Company's current
expectations for the implementation of the Proposals 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. In particular, the date of publication
of the Prospectus and the date of Completion are indicative only and subject
to change, and the latter will depend on (among other things) the satisfaction
of the Conditions to the Acquisition. 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
Posting of the Circular and Redemption Forms to Shareholders 25 July 2025
Commencement of the Redemption Offer 25 July 2025
Latest time and date of receipt of Proxy Appointments for the Extraordinary General Meeting (1) 10:00 a.m. on 12 August 2025
Voting record time for the Extraordinary General Meeting (2) 10.00 a.m. 12 August 2025
Extraordinary General Meeting (2) 10:00 a.m. on 14 August 2025
Announcement of results of the Extraordinary General Meeting 14 August 2025
Closing Date for the Redemption Offer and latest time for receipt of Redemption Forms and/or TTE Instructions within CREST (3) 1:00 p.m. on 26 August 2025
Record Date for the Redemption Offer 5:00 p.m. on 26 August 2025
Calculation Date (4) a date expected to be the final day of the month in which all Conditions other than Admission are satisfied ( "D" )
Announcement of results of the Redemption Offer and the Initial Redemption Consideration per Ordinary Share D+3*
Publication of the Prospectus (5) D+5*
Last day for dealings in, and for registration of transfers of, and disablement in CREST of, the Ordinary Shares D+7*
Suspension of Ordinary Shares to listing on the CEIF Category and to trading on the London Stock Exchange (6) by 7.30 a.m. on D+8*
Expected effective date of Migration D+8*
Completion date of the Acquisition D+10*
Issue of Consideration Shares D+10*
Cancellation of the Ordinary Shares to listing on the CEIF Category and to trading on the Main Market of the London Stock Exchange (7) by 7.30 a.m. on D+10*
Admission of the Ordinary Shares (including the Consideration Shares) 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 Consideration Shares) on the Main Market of the London Stock Exchange (7) by 8.00 a.m. on D+10*
Issue of Ordinary Shares to Third Party Investors D+10*
Settlement Date of the Redemption Offer D+10*
Long stop date (8) 11:59 p.m. on 21 February 2026
Notes:
(1) Shareholders are requested to submit Proxy Appointments for the
Extraordinary General Meeting by one of the following methods: (i)
electronically via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/; (ii) in the case of CREST members,
by utilising the CREST electronic proxy appointment service; or (iii) in hard
copy form (available from the Registrar on request) by post, by courier or by
hand to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street,
Leeds LS1 4DL, in each case so as to be received by the Registrar as soon as
possible and, in any event, by 10:00 a.m. on 12 August 2025 (or not less than
48 hours before the time at which an adjourned EGM is to begin).
(2) Pursuant to Regulation 41(1) of the Uncertificated Securities (Guernsey)
Regulations 2009, the Company has specified that only those Shareholders
registered on the Register at 10:00 a.m. on 12 August 2025 (the "Specified
Time") (or, if the EGM is adjourned to a time more than 48 hours after the
Specified Time, by close of business on the day which is two days prior to the
time of the adjourned EGM) shall be entitled to attend and vote at the EGM in
respect of the number of Shares registered in their name at that time. If the
meeting is adjourned to a time not more than 48 hours after the Specified
Time, that time will also apply for the purpose of determining the entitlement
of Shareholders to attend and vote (and for the purposes of determining the
number of votes they may cast) at the adjourned EGM. Changes to the Register
after the relevant deadline shall be disregarded in determining the rights of
any person to attend and vote at the EGM.
(3) Shareholders who would like to redeem all or some of their Ordinary
Shares in the Redemption Offer, should do as soon as possible and in
sufficient time before the Closing Date for the Redemption Offer by one of the
following methods (i) if you hold your Ordinary Shares directly or indirectly
in uncertificated form through CREST and you wish to participate in the
Redemption Offer, by transmitting the appropriate TTE Instruction (or procure
that your broker, dealer, commercial bank, trust company or other intermediary
who ultimately holds the Ordinary Shares through the CREST settlement system
transmits the appropriate TTE Instruction) in CREST; or (ii) if you hold your
Ordinary Shares in certificated form and you wish to participate in the
Redemption Offer, by completing the Redemption Form in accordance with the
instructions set out therein and return the completed form by post or, during
normal business hours only, by hand to the Receiving Agent. You should also
return your share certificate(s) and other documents of title in respect of
your Ordinary Shares submitted for redemption with your Redemption Form.
Further details of the action you should take are set out in Section B of Part
XII (Redemption Offer) of this Circular.
(4) The Calculation Date is expected to be the final day of the month in
which all Conditions other than Admission are satisfied. The Conditions for
the Acquisition are described in more detail in paragraph 4.2 of Part I
(Letter from the Chairman).
(5) Subject to the prior approval of the FCA, a prospectus relating to the
Company, the Group and the Ordinary Shares, prepared in accordance with and as
required by the Prospectus Regulation Rules will be published in due course.
Shareholders are urged to read the Prospectus carefully when it becomes
available because it will contain important information relating to Admission,
the Company, the Group and the Ordinary Shares. This Circular, the Prospectus
(when available) and any accompanying documents do not constitute a prospectus
for the purpose of compliance with the Prospectus Rules and Guidance, 2025
issued by the GFSC and have not been approved by the GFSC.
(6) 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.
(7) 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 readmission
of its Ordinary Shares (including Consideration Shares) to the ESCC Category
immediately following Completion. Following the EGM, application will be made
by the Company to the FCA for the Ordinary Shares (including the Consideration
Shares) to be admitted to the ESCC Category and to trading on the Main Market
of the London Stock Exchange. It is expected that Admission will become
effective and that dealings on the London Stock Exchange in the Ordinary
Shares (including the Consideration Shares) will commence on the London Stock
Exchange, at 8.00 a.m. (London time) on the date of Admission, following
Completion.
(8) 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).
* All dates by reference to "D" will be to the date falling the
number of indicated Business Days immediately after date "D" as indicated
above.
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) +44 1481 745001
This announcement is being made on behalf of the Company by Northern Trust
International Fund Administration Services (Guernsey) Limited, administrator
to the Company.
Disclaimer
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. The information in this
announcement is subject to change.
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.
The Redemption Offer will be made in the US pursuant to an exemption from
certain US tender offer rules and otherwise in accordance with the
requirements of UK legislation. Accordingly, the Redemption Offer will be
subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, that may be different from those applicable
under US domestic tender offer procedures and law.
It may be difficult for US shareholders to enforce certain rights and claims
arising in connection with the Redemption Offer under US federal securities
laws since the Company is located outside the US and most of its officers and
directors may reside outside the US. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US company or its
affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK
market practice and Rule 14e-5(b) of the US Exchange Act, the Company, its
brokers or any of their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, securities outside the
United States, other than pursuant to the Redemption Offer, during the period
in which the Redemption Offer remains open for participation. In order to be
excepted from the requirements of Rule 14e-5 under the US Exchange Act by
virtue of Rule 14e-5(b)(12) thereunder, such purchases, or other arrangements,
must comply with applicable English law and regulation, including the UK
Listing Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases, or other arrangements to purchase, will be
reported via a Regulatory Information Service and will be available on the
London Stock Exchange website at http://www.londonstockexchange.com.
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.
PJT Partners LP ("PJT Partners") is acting exclusively for Malibu and no one
else in connection with the matters set out in this announcement and will not
be responsible to anyone other than Malibu for providing the protections
afforded to clients of PJT Partners nor for providing advice in relation to
the Acquisition or any matter referred to herein. Neither PJT Partners nor any
of its subsidiaries, branches or affiliates nor any of its or their respective
directors, officers, employees, agents or representatives owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of PJT Partners in connection with this announcement, the
Acquisition, any statement contained herein or otherwise.
The contents of this announcement are not to be construed as legal, business
or tax advice and none of the Company, Jefferies or PJT Partners 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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