Third Point Investors Ltd - Result of Extraordinary General Meeting
PR Newswire
LONDON, United Kingdom, August 14
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.
14 August 2025
Third Point Investors Limited
Result of Extraordinary General Meeting
Further to the announcement by Third Point Investors Limited (the "Company") on 25 July 2025 in relation to the publication of a circular (the "Circular"), including the notice of an extraordinary general meeting ("EGM"), the Company announces that, at the EGM held earlier today, the resolutions (the "Resolutions") seeking approval for the acquisition of Malibu Life Reinsurance SPC (the "Acquisition") and certain related matters were put to the Company's shareholders and were duly passed on a poll vote.
Voting results of the Extraordinary General Meeting
| Total votes for | Total votes against | Total votes cast | Votes withheld | |||
| Resolutions | Votes | % of votes cast* | Votes | % of votes cast* | Votes** | Votes |
| Ordinary Resolution | ||||||
| Resolution 1 | 7,531,024 | 66.67 | 3,764,398 | 33.33 | 11,311,924 | 16,502 |
| Resolution 3 | 7,547,399 | 66.83 | 3,745,859 | 33.17 | 11,311,924 | 18,666 |
| Resolution 8 | 8,046,026 | 68.29 | 3,735,845 | 31.71 | 11,802,524 | 20,653 |
| Special Resolution | ||||||
| Resolution 2 | 19,126,011 | 83.58 | 3,758,398 | 16.42 | 22,906,911 | 22,502 |
| Resolution 4 | 19,142,386 | 83.63 | 3,745,859 | 16.37 | 22,906,911 | 18,666 |
| Resolution 5 | 19,933,958 | 85.26 | 3,447,051 | 14.74 | 23,397,511 | 16,502 |
| Resolution 6 | 19,707,325 | 84.30 | 3,671,520 | 15.70 | 23,397,511 | 18,666 |
| Resolution 7 | 19,705,691 | 84.29 | 3,673,961 | 15.71 | 23,397,511 | 17,859 |
* Rounded to two decimal places
** Votes 'for' and 'against' are expressed as a percentage of the total votes received
Votes 'withheld' are not a vote in law and have not been counted in the calculation of the votes 'for' and votes 'against' a Resolution or the total number of votes validly cast.
The Board of the Company takes seriously its responsibility to understand the different perspectives of Shareholders and recognises that a number of Shareholders did not vote in favour of the Resolutions. The Company has engaged with Shareholders representing a range of views in connection with the Acquisition and, as the Company works towards completion of the Acquisition, the Company intends to continue to engage with Shareholders in what the Board believes will be an exciting new chapter for the Company as it transitions to a resinsurer and seeks to scale the business to deliver value to Shareholders going forward.
The full text of the Resolutions is set out in the Notice of Extraordinary General Meeting in Part XIII ("Notice of Extraordinary General Meeting") of the Circular which is available for inspection on the Company's website https://www.thirdpointlimited.com/strategy-review.
This announcement is made in accordance with the requirements of UKLR 6.4.2R and UKLR 6.4.13R. A copy of all resolutions passed as special business at the meeting held today will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with UKLR 6.4.6R and as previously notified in the Circular, following approval of the Acquisition by shareholders at the EGM, Claire Whittet and Huw Evans will retire from the Board effective today and the resolutions to reappoint them at the annual general meeting of the Company earlier today were withdrawn. The Board would like to take this opportunity to thank Claire and Huw for their respective contributions to the Company and to wish them well for their future plans.
The Company's announcement on 25 July 2025 included an indicative timetable based on the Company's current expectations for the implementation of the Proposals. The Company expects to make a further update following satisfaction of Conditions to the Acquisition and determination of the Calculation Date.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Circular.
Rupert Dorey, Chairman of the Board of Third Point Investors Limited said:
"Following extensive consultation with our shareholders, the Board is delighted that a significant majority agree that the combination with Malibu represents a unique opportunity to bring a high-quality reinsurance platform to the London market that has the potential to deliver superior value for investors.
Throughout this process the Board has been fully cognisant of its duty to the Company and its shareholders as a whole. This required an innovative solution that broke from the status quo, had the opportunity to deliver superior value for all shareholders, and that could succeed in winning the support of investors given the conflicting points of view. The Board is confident it has found that balance through a thorough, transparent and independent process, and on behalf of shareholders is genuinely excited by the potential within Malibu.
We now look forward to completing the Acquisition and are firmly focused on scaling the platform for success over the coming period."
Enquiries:
| Jefferies International Limited (Financial Adviser to the Company) | |
| Stuart Klein / Carlos Marque / James UmbersOgnjen Rakita / Taha Ahmed / Harry Randall | +44 20 7029 8600 |
| Kekst CNC (PR Adviser to the Company) | |
| Richard CampbellGuy BatesKatherine 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.
The Redemption Offer is being 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 is 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.
