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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