REG-Third Point Investors Ltd: Update on proposed recommended acquisition of Malibu Life Reinsurance SPC
23/07/2025 14:30
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.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE ORDINARY SHARES EXCEPT ON THE BASIS OF THE
INFORMATION IN THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
23 July 2025
Third Point Investors Limited
Update on proposed recommended acquisition of Malibu Life Reinsurance SPC
* Significant increase in size of Redemption Offer to approximately $136
million
* Material increase in Redemption Price from 87.5% to c.95.2% of Reference NAV
* Resultant reduction of implied discount to Reference NAV to c.4.8%
* Irrevocable undertakings to support the Acquisition and related proposals
received from Shareholders representing in aggregate 45% of voting rights
* Combination with Malibu will transform the Company into a fully capitalised,
London-listed, reinsurance operating company with a highly scalable model,
relocated to the Cayman Islands to align with the Malibu business
* VoteCo to continue to hold all of the B Shares to ensure continued foreign
private issuer status for US regulatory purposes
Further to the announcement on 21 May 2025 of the proposed all-share
combination with Malibu Life Reinsurance SPC ("Malibu") on a "NAV for NAV"
basis (the "Acquisition"), the Board of Third Point Investors Limited (the
"Company") today announces improved terms of a Redemption Offer which will
supersede the potential tender offer referenced in that announcement.
Following the Company's announcement of the completion of the strategy review
in May, the Board has engaged extensively with a broad range of Shareholders
to understand their views on the Acquisition and potential tender offer.
Taking this feedback into account, the Company is pleased to announce a
Redemption Offer for an aggregate value of approximately $136 million at an
implied discount to Reference NAV per Ordinary Share of approximately 4.8%.
This is a substantial increase in the size of the Redemption Offer and the
Redemption Price from the Company's original proposal, which contemplated a
tender offer of at least $75 million at a discount of 12.5%. The Redemption
Offer will be conditional on Shareholder approval of the Acquisition and
related proposals at the upcoming EGM.
Rupert Dorey, Chairman of the Board of Third Point Investors Limited said:
"The Board is convinced of the strategic merits of the Malibu acquisition but
has also listened carefully to investor feedback and engaged constructively
with a broad range of Shareholders, including Marlton Partners, to deliver an
improved outcome for those Shareholders who wish to realise part or all of
their investment in the Company as part of the Proposals."
The combination with Malibu will transform the Company into a compelling
UK-listed reinsurance platform with a robust new business pipeline, and the
Board is pleased to be bringing this opportunity to investors at such an
attractive entry point."
Publication of the Circular
The Company expects to publish a circular in the coming days (the "Circular"),
containing a notice of an extraordinary general meeting (the "EGM"), expected
to be held on 14 August 2025, at which the Company will propose resolutions to
approve the Acquisition and certain related matters. Shareholders should read
the Circular (and any accompanying documents) as a whole when deciding how to
vote on the resolutions to be proposed at the EGM.
A separate notice of annual general meeting is also expected to be posted on
or around the date of the Circular to convene the Company's annual general
meeting ("AGM") on the same date as the EGM.
Background to the recommended Acquisition of Malibu
The Acquisition is the outcome of a wide-ranging strategy review by a Strategy
Committee set up by the Board (the "Strategy Committee") to consider how the
Company may best deliver value to Shareholders going forward. The Acquisition
is expected to create a fast-growing reinsurance company, targeting mid-teens
return on equity ("ROE") by the end of 2027.
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. Malibu is 100% owned by Malibu Life Holdings LLC
("Malibu Holdings"), which is wholly owned by Third Point Opportunities Master
Fund L.P. ("Third Point Opportunities"). This innovative opportunity will
facilitate an orderly transition of the Company's current investment strategy
into a fully-capitalised, London-listed, reinsurance operating company with a
highly scalable and efficient operating model.
Subject to the resolutions proposed at the EGM being approved by Shareholders,
the Company will acquire Malibu at its tangible book value in exchange for the
issue of new Ordinary Shares in the Company to Malibu Holdings (the
"Consideration Shares") to be valued at the Company's NAV per Ordinary Share.
Assuming that the Company's NAV per Ordinary Share is $32.91 (based on the
Company's NAV per Ordinary Share as at the latest practicable date prior to
this announcement) and the tangible book value of Malibu is $65 million,
approximately 1,975,084 Consideration Shares would be issued to Malibu
Holdings at Completion and Malibu Holdings would own approximately 12%. of the
Company following Completion (assuming 2,147,849 new Ordinary Shares are
issued to new and existing investors in connection with the Shareholder
Rotation and 4,340,843 Ordinary Shares are redeemed by the Company pursuant to
the Redemption Offer, each as defined below).
As a result of the Acquisiton, the Company's commitment as announced on 1
April 2021 to effect a redemption offer for Ordinary Shares in 2027 will fall
away upon Completion.
As described in its announcement on 21 May 2025, the Board expected that the
VoteCo arrangements would be unwound following Completion. However, as
described in further detail below, the Board now intends that VoteCo will
continue to hold all of the B Shares immediately following Completion. As a
result, following completion of the Acquisition and the Shareholder Rotation,
Third Point Opportunities and its affliates ("Third Point") and persons acting
in concert with Third Point will hold less than 30% of the voting rights in
the Company.
Summary of the Redemption Offer
Recognising that the Acquisition will lead to a fundamental change of business
of the Company, which may result in some Shareholders wishing to realise part
or all of their investment, the Company is proposing to invite all
Shareholders (other than Restricted Shareholders and Sanctions-Restricted
Shareholders) to submit some or all of their Ordinary Shares for redemption by
the Company (the "Redemption Offer").
Under the proposed Redemption Offer, the Company will offer to redeem Ordinary
Shares for an aggregate value of approximately $136 million. The Redemption
Offer will comprise:
(i) an initial redemption consideration of $125 million in aggregate
payable in cash at or around the settlement date of the Redemption Offer, at
an amount per redeemed Ordinary Share equal to 87.5% of the Reference NAV (the
"Initial Redemption Consideration"); and
(ii) deferred redemption consideration of approximately $11 million in
aggregate (being the value of the Illiquid Redemption Portfolio valued as at
30 June 2025), with the cash amount ultimately to be received by Redeeming
Shareholders being equal to the net proceeds of realising the Illiquid
Redemption Portfolio over time.
The Redemption Offer supersedes the potential tender offer referenced in the
announcement on 21 May 2025. Should there be greater demand by Shareholders to
participate in the proposed Redemption Offer than its size, Shareholders'
redemption applications will be scaled back on a pro rata basis.
Pursuant to the Redemption Offer and conditional on the Redemption Offer not
being terminated, the Shareholders whose Ordinary Shares are redeemed in whole
or in part (the "Redeeming Shareholders") will receive an amount per redeemed
Ordinary Share equal to:
(i) 87.5% of the NAV per Ordinary Share at the last day of the month
immediately before completion of the Acquisition (the "Calculation Date") (the
"Reference NAV") in cash on or around the settlement date of the Redemption
Offer (the "Initial Redemption Consideration per Ordinary Share"); and
(ii) the net proceeds of realising the Illiquid Redemption Portfolio
attributable to such Ordinary Share in cash over time (the Illiquid Redemption
Portfolio representing approximately 7.7%. of the NAV per Ordinary Share as at
30 June 2025) (the "Deferred Redemption Consideration per Ordinary Share" and,
together with the Initial Redemption Consideration per Ordinary Share, the
"Redemption Price").
Consequently, the Redemption Price, as the aggregate of the Initial Redemption
Consideration per Ordinary Share of 87.5%. of the Reference NAV and the
Deferred Redemption Consideration per Ordinary Share (approximately 7.7% of
the NAV per Ordinary Share as at 30 June 2025), represents an estimated 95.2%
of Reference NAV, or an implied discount to the Reference NAV of approximately
4.8%.
The Reference NAV and the Initial Redemption Consideration per Ordinary Share,
and therefore the Redemption Price and the resulting implied discount to the
Reference NAV are subject to change and will be determined as at the
Calculation Date.
The Redemption Offer will be subject to Shareholder approval and is
inter-conditional with approval of the Acquisition and the migration of the
Company's place of incorporation from Guernsey to the Cayman Islands to align
with the domicile of Malibu (the "Migration") at the EGM. The Redemption Offer
will be subject to the terms and conditions set out in the Circular and, where
applicable, the Redemption Form, both of which are expected to be published in
the coming days.
Net proceeds from the realisation of the Illiquid Redemption Portfolio
The Redemption Price per Ordinary Share comprises both the Initial Redemption
Consideration per Ordinary Share and the Deferred Redemption Consideration per
Ordinary Share. The Deferred Redemption Consideration per Ordinary Share will
be an amount equal to the net cash proceeds of: (i) the proportion of any
notes held by the Company linked to the Master Fund's portfolio of illiquid
assets (the "Participation Notes") at Completion attributable to such Redeemed
Shares; and (ii) the proportion of any illiquid assets held by the Master Fund
at Completion, which would in the event of a redemption of Master Fund Shares
have been distributed in the form of Participation Notes, attributable to such
Redeemed Share (limbs (i) and (ii) together, the "Illiquid Redemption
Portfolio").
Assuming the Redemption Offer is fully subscribed, the Illiquid Redemption
Portfolio is valued at approximately $11 million as at 30 June 2025. The
Illiquid Redemption Portfolio represents legacy private investments of the
Master Fund, including private preferred and common equity securities, rights
and warrants, and investments in private funds. The majority of the legacy
private investments, based on the value of the total portfolio, are venture
positions within the core mandate of Third Point's venture arm, which focuses
on expansion stage investments in cybersecurity, AI automation, enterprise
software, and IT/data infrastructure.
While the timeline to liquidate the legacy private investments is uncertain,
net realisation proceeds will be paid in one or more transfers to the relevant
Redeeming Shareholder as soon as practicable following receipt of such
realisation proceeds by the Company, provided that the Company may defer the
payment of non-material amounts to avoid undue administrative cost and burden.
The value of the Illiquid Redemption Portfolio and therefore, the Deferred
Redemption Consideration per Ordinary Share is subject to change and the value
will not be known until each legacy investment is realised.
A Redeeming Shareholder's right to receive any amount of Deferred Redemption
Consideration per Ordinary Share is personal to each Redeeming Shareholder and
is non-transferable.
All investors in the Master Fund as at May 2023 were and remain subject to a
similar deferred payment mechanism when redeeming shares in the Master Fund.
Subscription by existing and new investors
In connection with the proposed Redemption Offer and conditional on completion
of the Acquisition ("Completion") and Admission and subject to the redemption
of the Redeemed Shares, as at the date of this announcement, the Company has
agreed to accept applications for subscriptions in aggregate for approximately
$62 million in value (at an amount per Ordinary Share equal to the Initial
Redemption Consideration per Ordinary Share (the "Subscription Price")) of
Ordinary Shares from new and existing investors (the "Subscriptions" and,
together with the Redemption Offer, the "Shareholder Rotation").
As at the date of this announcement, the Subscriptions comprise: (i)
$30,000,000 in value of Ordinary Shares from Third Point Opportunities; (ii)
$2,500,000 in value of Ordinary Shares from Gatemore Special Opportunities
Master Fund Ltd ("Gatemore"), an investment company controlled by Liad Meidar
(a Director); (iii) $3,850,000 in value of Ordinary Shares from employees of
Third Point; (iv) $25,000,000 in value of Ordinary Shares from subsidiaries of
Voya Financial, Inc.; and (v) $500,000 in value of Ordinary Shares from
Dimitri Goulandris. in each case at the Subscription Price.
As part of the Shareholder Rotation, the Company may, at its sole discretion,
accept further applications for subscriptions for Ordinary Shares at an amount
per Ordinary Share equal to the Subscription Price from additional third-party
potential investors. To the extent there is an increase in Subscriptions there
will not be an increase in the size of the Redemption Offer. The aggregate
size of the Subscriptions will not exceed the value of the Initial Redemption
Consideration. The Company will make an RIS announcement in respect of any
such future Subscriptions.
Extraordinary General Meeting and shareholder approval
The Acquisition, as it will result in a fundamental change of business to the
Company, constitutes a reverse takeover under the UK Listing Rules and
therefore requires approval of Shareholders. In addition, the implementation
of the Shareholder Rotation and the Migration will also require Shareholder
approval.
At the EGM, the Company expects to ask Shareholders to approve the following
matters that will be described in more detail in the Circular and set out in
the notice of the EGM:
* the Acquisition as a reverse takeover under the UK Listing Rules;
* the implementation of the Shareholder Rotation on the terms set out in the
Circular, including the issue of new Ordinary Shares and/or sale of Ordinary
Shares held in treasury by the Company worth in aggregate (at the Subscription
Price) up to $125,000,000 for cash on a non-pre-emptive basis to new and
existing investors on the terms set out in the Circular to effect the
Shareholder Rotation;
* the Migration, including the adoption of the New Articles and authorising
the Company to change its name to Malibu Life Holdings Limited following the
Migration;
* resolutions to facilitate additional equity fundraising following
Completion, in the form of such shareholder approvals of the kind that would
usually be sought at the annual general meeting of a company listed on the
Equity Shares (Commercial Companies) category of the Official List maintained
by the FCA (the "ESCC Category"), in light of the Listing Category Change (as
defined below); and
* the approval and adoption by the Board of an Omnibus Incentive Plan,
(together with the Listing Category Change, the "Proposals").
The resolutions of Shareholders to approve the Acquisition, the Shareholder
Rotation and the Migration are inter-conditional, such that the Company will
be unable to complete the Acquisition or implement the Shareholder Rotation or
effect the Migration if any of the corresponding resolutions are not approved.
If the Acquisition is not approved, the Shareholder Rotation will also not
proceed and any Ordinary Shares submitted for redemption will not be redeemed
and the Third-Party Investors subscriptions will not be accepted.
In view of the fact that the Acquisition constitutes a reverse takeover under
the UK Listing Rules, the Company's existing listing of its Ordinary Shares on
the Equity Shares (Closed-ended Investment Funds) category of the Official
List maintained by the FCA (the "CEIF Category") will be cancelled upon
Completion. The Company will apply for admission of its Ordinary Shares
(including the Consideration Shares) to the ESCC Category (the "Listing
Category Change") with effect immediately following Completion (which is
expected to occur during Q3 2025).
A separate notice of AGM is also expected to be posted on or around the date
of the Circular to convene the Company's AGM on the same day as the EGM. The
notice of AGM will include the same form of resolutions proposed in previous
years, including the approval of the annual report and audited accounts for
the year ended 31 December 2024, the approval of the directors' remuneration
report; reappointment of the auditors and the fixing of their remuneration;
and the reappointment of the directors.
Irrevocable undertakings
The Company has received irrevocable undertakings from certain Shareholders
(including Third Point and the Directors who hold Ordinary Shares) to vote (or
to procure the vote) in favour of the Proposals, including the Acquisition, at
the EGM (subject to the terms thereof) in respect of 7,608,680 Ordinary Shares
currently registered or beneficially held in aggregate by such Shareholders,
representing in aggregate approximately 43.7% of the voting rights (excluding
the B Shares held by VoteCo) and approximately 26% of the total voting rights
(including the B Shares held by VoteCo) based on the Company's total voting
rights as at the date of this announcement.
The Company has also received irrevocable undertakings from Saba Capital
Management to use reasonable endeavours to procure the vote in favour of the
Proposals in respect of such number of Ordinary Shares as may be beneficially
owned by Saba Capital Management and in respect of which it is entitled to
exercise or direct the exercise of voting rights at the record date of the
EGM. As at the date of this announcement, certain investment vehicles advised
by Saba Capital Management have the ability but not the obligation to procure
the exercise of voting rights over 200,814 Ordinary Shares, representing in
aggregate approximately 1.2% of the voting rights (excluding the B Shares held
by VoteCo) and approximately 0.7% of the total voting rights (including the B
Shares held by VoteCo) based on the Company's total voting rights as at the
date of this announcement.
The Company has also received an expression of intention from a Shareholder to
vote in favour of the Proposals, including the Acquisition, at the EGM in
respect of the 200,000 Ordinary Shares currently registered or beneficially
held in aggregate by such Shareholder, representing in aggregate approximately
1.1% of the voting rights (excluding the B Shares held by VoteCo) and
approximately 0.7% of the total voting rights (including the B Shares held by
VoteCo) based on the Company's total voting rights as at the date of this
announcement.
Subscription by Third Point Opportunities and related party transaction
The Company and Third Point Opportunities have entered into a subscription
agreement dated 23 July 2025 (the "Third Point Subscription Agreement"),
pursuant to which Third Point Opportunities has agreed to subscribe for up to
$30 million in value of Ordinary Shares at the Subscription Price. Under the
terms of the Third Point Subscription Agreement, the Company and Third Point
Opportunities have each agreed to provide certain customary warranties. The
Third Point Subscription Agreement is conditional, inter alia, on: (i) the
conditions to the Redemption Offer having been satisfied or waived; (ii)
Completion; and (iii) Admission.
The Third Point Subscription Agreement is a related party transaction for the
purposes of UKLR 8.2.1R as Third Point Opportunities is an affiliate of the
Investment Manager, which is itself a related party of the Company under UKLR
11.5.3R and the subscription for Shares by Third Point Opportunities under the
Third Point Subscription Agreement will exceed 5% under the consideration
class test.
The Board, having been so advised by Jefferies in its capacity as sponsor,
considers that the terms of the Third Point Subscription Agreement are fair
and reasonable as far as the Shareholders are concerned.
Retention of VoteCo
VoteCo, a non-cellular company limited by shares incorporated in Guernsey, was
established by the Company on its initial public offering for the purpose of
holding unlisted B Shares. The rationale for the establishment of VoteCo was
to safeguard the foreign private issuer status of the Company for US
regulatory purposes.
The B Shares entitle VoteCo at all times to exercise 40% of the aggregate
voting rights in the Company on all matters, other than matters reserved to
the holders of the Company's listed shares pursuant to the UK Listing Rules.
As described in its announcement on 21 May 2025, the Board expected that the
VoteCo arrangements would be unwound following Completion. However, the Board
now intends that VoteCo will continue to hold all of the B Shares immediately
following Completion to ensure that the Company continues to retain foreign
private issuer status for US regulatory purposes.
As a result, following completion of the Acquisition and the Shareholder
Rotation, Third Point and persons acting in concert with Third Point will hold
less than 30% of the voting rights in the Company.
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.
Appendix 1
Definitions
" B Shares " redeemable 'B Shares' of no par value in the capital of the Company
" Board " the board of directors of the Company
" Calculation Date " the last day of the month immediately before Completion
" CEIF Category " the equity shares (Closed-ended Investment Funds) category of the Official List maintained by the FCA
" Completion " closing of the Acquisition pursuant to the sale and purchase agreement dated 21 May 2025 between Malibu Holdings and the Company
" Deferred Redemption Consideration per Ordinary Share " an amount equal to the net realisation proceeds of realising the Illiquid Redemption Portfolio attributable to an Ordinary Share
" Director " a director of the Company
" ESCC Category " t he equity shares (commercial companies) category of the Official List maintained by the FCA
" Extraordinary General Meeting " or " EGM " the extraordinary general meeting of Shareholders to be convened in connection with the Acquisition and related proposals
" FCA " Financial Conduct Authority
" Gatemore " Gatemore Special Opportunities Master Fund Ltd, an investment company controlled by Liad Meidar
" Illiquid Redemption Portfolio " means: (i) the proportion of any Participation Notes held by the Company at Completion attributable to such Redeemed Share; and (ii) the proportion of any illiquid assets held by the Master Fund at Completion, which would in the event of a redemption of
Master Fund Shares have been distributed in the form of Participation Notes, attributable to such Redeemed Share
" Initial Redemption Consideration per Ordinary Share " a US Dollar amount equal to: " 0.875 × Reference NAV "
" Listing Category Change " the application for admission of its Ordinary Shares (including the Consideration Shares) to the ESCC Category
" Malibu " Malibu Life Reinsurance SPC, a Class B(iii) licensed insurance company in the Cayman Islands
" Malibu Holdings " Malibu Life Holdings LLC
" Migration " the migration of the Company's place of incorporation from Guernsey to the Cayman Islands
" Ordinary Shareholder " holders of Ordinary Shares
" Ordinary Shares " ordinary shares of no par value each in the capital of the Company
" Redeemed Shares " the Ordinary Shares redeemed by the Company pursuant to the Redemption Offer
" Redeeming Shareholder " an Ordinary Shareholder whose Ordinary Shares are redeemed (either in whole or in part)
" Redemption Form " the docum ent to accompany the Circular entitled "Redemption Form"
" Redemption Offer " the invitation by the Company to Shareholders (other than Restricted Shareholders and Sanctions-Restricted Shareholders) to submit their Ordinary Shares for redemption by the Company on the terms and subject to the conditions to be set out in the Circular
and, where applicable, the Redemption Form
" Redemption Price " the: (i) Initial Redemption Consideration per Ordinary Share; and (ii) Deferred Redemption Consideration per Ordinary Share, together
" Reference NAV " the NAV per Ordinary Share as at the Calculation Date
" Restricted Shareholder " means: (i) Shareholders who are resident in, or citizens or nationals of, any of the Restricted Territories; or (ii) any Shareholder who is, is owned or controlled by, holds Shares on behalf of, or otherwise acts on behalf of, a Sanctioned Person
" Sanctioned Person " means: (i) an individual or entity named on (A) the UK Sanctions List, (B) the Consolidated List maintained by the UK's Office of Financial Sanctions Implementation, (C) the Consolidated list of persons, groups and entities subject to EU financial
sanctions, (D) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (E) the United Nations Security Council Consolidated list; (ii) an individual or entity located, organised or residing in any territory that is currently
subject to country-wide Sanctions (at present Cuba, Iran, North Korea, Syria and the non-government controlled areas of Ukraine); or (iii) any individual or entity that is otherwise the target of Sanctions
" Sanctions " any laws or regulations relating to economic or financial sanctions or trade embargoes or related restrictive measures imposed, administered or enforced from time to time by: (i) the United Nations Security Council, (ii) the United States government, (iii)
the European Union, (iv) the Bailiwick of Guernsey, (v) the United Kingdom government, (vi) the respective governmental institutions and agencies of any of the foregoing, including OFAC and His Majesty's Treasury, and (vii) any other governmental
institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over any party involved in the Redemption Offer
" Sanctions-Restricted Shareholder " any Shareholder who is, is owned or controlled by, holds Shares on behalf of, or otherwise acts on behalf of, a Sanctioned Persons
" Shareholder Rotation " means: (i) the Redemption Offer; and (ii) the Subscriptions
" Strategy Committee " a committee of the Board of the Company established in April 2024 tasked with conducting a strategy review to consider how the Company may best deliver value to shareholders going forward
" Subscription Price " an amount equal to the Initial Redemption Consideration per Ordinary Share
" Subscriptions " applications for subscriptions in aggregate for $61,500,000 in value (at an amount per Ordinary Share equal to the Subscription Price) of Ordinary Shares from new and existing investors as at the date of this announcement
" Third Point " Third Point Opportunities and its affiliates
" Third Point Opportunities " Third Point Opportunities Master Fund L.P.
" UK Listing Rules " or " UKLR " the listing rules made by the FCA under section 74 of the FSMA
" UK Market Abuse Regulation " the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019
" VoteCo " Third Point Offshore Independent Voting Company Limited
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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