Malibu Life Holdings Limited - Placing and Open Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO US PERSONS WHEREVER LOCATED, OR TO AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFERING MEMORANDUM OR 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 OFFERING MEMORANDUM TO BE PUBLISHED IN DUE COURSE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

 

31 July 2026

Malibu Life Holdings Limited

(the " Company " and, together with its subsidiaries, the " Group ")

Placing and Open Offer

Malibu Life Holdings Limited today announces a capital raise by way of a Placing and Open Offer of up to 8,621,748 New Ordinary Shares, at a price of $14.50 per New Ordinary Share (the " Issue Price "), to raise gross proceeds for the Company of up to $125 million, of which approximately $109 million has been conditionally placed with institutional and other investors, subject to clawback to satisfy valid applications under the Open Offer, or otherwise irrevocably committed for take up under the Open Offer.

Unless otherwise stated, capitalised terms in this announcement have the meanings ascribed to them in the Appendix.

Background to and reasons for the Placing and Open Offer

In September 2025, the Company completed its all-share combination with Malibu Life Reinsurance SPC (" Malibu Core "), creating a London-listed life and annuity reinsurance holding company with a clear mandate: to compound book value per share through disciplined spread income generated from long-dated, predictable insurance liabilities.

Since September 2025, the Group has made significant progress in executing its strategy. During the year ended 31 December 2025, the Group increased book value per share by 4.5 per cent. to $33.33, and total comprehensive income was $24 million, inclusive of merger-related expenses. Malibu Core's reinsurance operations generated $889 million of annuity premiums under the existing flow treaty during 2025, bringing cumulative premiums since inception to approximately $1.4 billion. Assets supporting those liabilities were deployed in line with the Group's investment strategy, and liability cash flows performed in line with expectations, reinforcing the predictability and viability of the Group's spread-based model.

The Group's existing reinsurance treaty with a blue-chip US life and annuities platform continues to perform well and is expected to reach approximately $3 billion of cumulative premiums by the end of 2027. In addition, the Group has been actively pursuing additional reinsurance opportunities and has a robust pipeline of potential new treaties. The Group estimates cumulative premium volumes for its reinsurance operations of approximately $8.3 billion by the end of 2028 according to its current business plan.

A key milestone in the Group's development was the announcement in October 2025 of the proposed acquisition of TruSpire Retirement Services Insurance Company (" TruSpire "), a Texas-domiciled provider of life and retirement solutions and a wholly-owned subsidiary of Mutual of America Life Insurance Company. TruSpire, which the Group will rebrand as Malibu Life USA, is licensed in 44 US states and has an approved Fixed Indexed Annuity product with access to the independent agent distribution channel. The acquisition of TruSpire closed on 1 July 2026, enabling the Group to enter the direct annuity issuance business, materially accelerating its transition to a hybrid origination model combining reinsurance and direct origination. The Group is estimating cumulative premium volumes through its Malibu Life USA platform to reach approximately $3 billion in aggregate in 2028 according to its current business plan which, together with the estimated $8.3 billion in cumulative premium volumes for its reinsurance operations, brings the Group's estimated total premium volumes to $11.3 billion in 2028.

The Board has determined that the Placing and Open Offer is the most appropriate means of raising the capital required to fund the Group's continued growth, including the scaling of the Group's reinsurance and direct origination platform. The Company believes that incremental capital will support larger reinsurance volumes, expanded retail distribution, and other strategic initiatives.

According to its business plan, the Company estimates that by 2028 its available capital would be $98 million whereas the capital required to support its growth objectives in insurance and reinsurance liabilities would be $325 million. On that basis, the successful execution of the Company's business plan would result in a capital shortfall, following the deployment of net capital from the Master Fund.

The Company's financing strategy is to act pre-emptively to have the requisite capital to execute its plan and is therefore raising up to $125 million of additional equity capital pursuant to the Placing and Open Offer now.

Despite positive operating momentum, a compelling growth strategy and strong pipeline of reinsurance opportunities, the Board considers that the Company's prospects are not reflected in the trading price of the Ordinary Shares. Therefore, the Board, through the Placing and Open Offer, seeks to facilitate shareholder rotation by broadening the investor base of the Company and thus enhance the liquidity and share price of the Ordinary Shares for the benefit of all Shareholders over time.

The Board considered a number of alternative structures and is satisfied that the Placing and Open Offer appropriately balances the need for certainty of proceeds with the desire to provide Qualifying Shareholders with the opportunity to participate in the capital raise on a pre-emptive basis.

Use of Proceeds

The net proceeds of the Placing and Open Offer are expected to be used as follows:

(a)                 to fund the accelerated growth of TruSpire (to be rebranded as Malibu Life USA), the Group's direct annuity origination business, in order to scale more quickly;

(b)                to provide additional capital to support the scaling of Malibu Core's reinsurance operations and the pursuit of additional reinsurance treaty opportunities;

(c)                 to maintain and preserve proper capital adequacy to support satisfactory rating and regulatory commitments; and

(d)                for general corporate purposes, including working capital.

The net proceeds of the Placing and Open Offer are intended to be invested in a management fee-free share class of the Third Point Master Fund pending deployment.

Current Trading and Outlook

The Board is pleased with the progress made since the Acquisition. The Group's reinsurance operations continue to perform in line with expectations, with liability cash flows tracking the Group's actuarial assumptions and the investment portfolio generating attractive risk-adjusted returns through Third Point's credit platform.

The recent acquisition of TruSpire represents a transformational step in the Group's development, providing direct access to the US retail annuity market and enabling the Group to originate annuity liabilities directly, complementing its existing reinsurance activities. The acquisition closed on 1 July 2026.

Looking ahead, the Board remains confident in the Group's strategy and its ability to deliver mid-teens return on equity as the platform scales. The Group enters the second half of 2026 with a clear growth trajectory, a strong pipeline of reinsurance opportunities and the launch of direct origination capabilities through TruSpire (to be rebranded Malibu Life USA).

Further Details on the Placing and Open Offer

The Company is seeking to raise up to approximately $125 million under the Placing and Open Offer through the issue of up to 8,621,748 New Ordinary Shares at the Issue Price of $14.50 per New Ordinary Share, of which 3,220,699 New Ordinary Shares have been conditionally placed with institutional and other investors (the " Conditionally Placed Shares "), subject to clawback to satisfy valid applications under the Open Offer, and existing Shareholders have irrevocably committed to apply for 4,216,423 New Ordinary Shares under the Open Offer (the " Committed Shares "), representing, in aggregate, gross proceeds of approximately $109 million.

The Issue Price represents a discount of 8.9% to the closing middle market price of $15.93 per Existing Ordinary Share on the London Stock Exchange on 31 July 2026 (being the last trading day prior to the announcement of the Placing and Open Offer).

Under the Placing and Open Offer, Conditional Placees have agreed to subscribe for, in aggregate, 3,220,699 Conditionally Placed Shares at the Issue Price, subject to clawback in respect of valid applications for Open Offer Shares (including for Excess Open Offer Shares) by Qualifying Shareholders pursuant to the Open Offer. Third Point and its affiliates and Gatemore have irrevocably committed to take up and apply for 4,216,423 Committed Shares at the Issue Price, representing their respective pro rata entitlements in the Open Offer, plus applications for Excess Shares, subject to scale back to satisfy valid applications for Open Offer Shares (including for Excess Open Offer Shares) by Qualifying Shareholders pursuant to the Open Offer, in excess of $125 million.

Under the Open Offer, Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price on and subject to the terms and conditions of the Open Offer pro rata to their holdings of Existing Ordinary Shares on the Record Date on the following basis:

50 Open Offer Shares for every 99 Existing Ordinary Shares

Subject to availability, the Excess Application Facility will enable Qualifying Shareholders to apply for further Open Offer Shares up to the maximum size of the Open Offer, being a maximum of 8,621,748 Open Offer Shares. The total number of Open Offer Shares is fixed and will not be increased in response to any applications under the Excess Application Facility. Allocations under the Excess Application Facility are dependent on availability. In particular, take-up by other Qualifying Shareholders under the Open Offer will impact the number of Open Offer Shares available for subscription under the Excess Application Facility and applications by Qualifying Shareholders under the Excess Application Facility will be scaled back to the extent that the number of applications received exceed the number of Open Offer Shares available under the Excess Application Facility.

Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that applications will be met in full or in part or at all.

The commitments of the Conditional Placees are subject to clawback in full in respect of valid applications for New Ordinary Shares by Qualifying Shareholders pursuant to the Open Offer to the extent that such valid applications are in excess of $125 million. Subject to the Placing and Open Offer becoming unconditional, 3,220,699 New Ordinary Shares which are not validly applied for in respect of the Open Offer will be issued to Conditional Placees pursuant to the Placing at the Issue Price.

If a Qualifying Shareholder who is not a Conditional Placee does not take up any of its Open Offer Entitlement, such Qualifying Shareholder's holding, as a percentage of the enlarged issued ordinary share capital of the Company, will be diluted by 33.56% as a result of the Placing and Open Offer (assuming that the maximum number of New Ordinary Shares is issued pursuant to the Placing and Open Offer).

To the extent that any Conditional Placee procured by Jefferies fails to take up any or all of the Conditionally Placed Shares which it has agreed to take up at the Issue Price, Jefferies has agreed, on the terms and subject to the conditions set out in the Placing and Open Offer Agreement, to subscribe for such New Ordinary Shares itself at the Issue Price.

The Placing and Open Offer is conditional, amongst other things, upon:

(a)   Admission becoming effective by no later than 8.00 a.m. on 21 August 2026 (or such later time and/or date as the Company and the Bank may agree, being not later than 8.00 a.m. on 3 September 2026);

(b)   the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.

The Placing and Open Offer is not subject to Shareholder approval.

The New Ordinary Shares will be admitted to listing in the ESCC Category and an application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange. Subject to the above conditions being satisfied, it is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 21 August 2026.

The New Ordinary Shares, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares by reference to a record date on or after Admission.

Qualifying Shareholders will receive a copy of an offering memorandum containing further details on, and the terms and conditions of, the Placing and Open Offer and should read the whole of such document.

Participation in the Open Offer and Irrevocable Undertakings

Third Point Participation

Third Point and its affiliates beneficially own, in aggregate, 7,300,153 Existing Ordinary Shares, representing approximately 42.76% of the total Existing Ordinary Shares as at the date of this announcement. Pursuant to the terms of an irrevocable undertaking dated 31 July 2026 (the " Third Point Irrevocable Undertaking "), Daniel Loeb has irrevocably undertaken: (i) not to sell, transfer or otherwise dispose of 7,300,153 Ordinary Shares which held by Third Point and its affiliates prior to the latest date for acceptance and payment in full under the Open Offer; (ii) to take up and subscribe in full (or procure the registered holder takes up and subscribes in full) for 3,686,945 Open Offer Shares to which they are entitled pursuant to the Open Offer and to apply for 442,095 Excess Open Offer Shares subject to scale back to satisfy valid applications under the Open Offer; and (iii) and not to take up Excess Open Offer Shares with an aggregate value that is equal to 5% or more of any of the relevant class tests for the purpose of the UK Listing Rules. Daniel Loeb is the beneficial owner of Third Point and a substantial shareholder of the Company. The participation by Third Point and its affiliates in the Open Offer will be below the applicable percentage ratio threshold for notification under Chapter 8 of the UK Listing Rules.

Director Participation

Each of Dimitri Goulandris (25,707 Ordinary Shares), Rupert Dorey (30,000 Ordinary Shares), Richard Boléat (3,850 Ordinary Shares), Liad Meidar, via Gatemore Special Opportunities Master Fund Ltd. (" Gatemore ") (173,020 Ordinary Shares) and Josh Targoff (35,014 Ordinary Shares) beneficially owns Existing Ordinary Shares, representing, in aggregate, approximately 1.57% of the total Existing Ordinary Shares as at the date of this announcement, and intends to participate in the Open Offer and, at least, take up and subscribe in full for their respective Open Offer Entitlements under the Open Offer. Gatemore has irrevocably undertaken to take up 87,383 Open Offer Shares to which it is entitled pursuant to the Open Offer. Neither Todd Shriber nor Luana Majdalani holds Existing Ordinary Shares; however, Todd Shriber and Luana Majdalani have agreed to participate in the Placing and subscribe for New Ordinary Shares at the Issue Price for amounts equal to $0.25 million and $0.1 million, respectively, subject to clawback in respect of valid applications under the Open Offer.

Expected Timetable

The following timetable for the implementation of the Placing and Open Offer is subject to change. Each of the times and dates is subject to change. If any of the below times and/or dates change, the revised time(s) and/or date(s) will be notified, when known, 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.

 

Dealing Codes

 

The offering memorandum to be published by the Company in connection with the Placing and Open Offer and an investor presentation will shortly be made available on the Company's website at https://www.malibulifeinsurance.com/equityoffering/ .  

The Company will also host a webcast to discuss the Placing and Open Offer at 3.00 p.m. (BST) / 10.00 a.m. (ET) on Monday, 3 August. Qualifying Shareholders may register for the webcast at https://mlhl-2026-equity-offering.open-exchange.net . A replay of the webcast will also be available shortly after the broadcast.  

A copy of the offering memorandum will be submitted to the FCA's National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Enquiries

 

The Company's LEI is: 549300WXTCG65AQ7V644

This announcement is being made on behalf of the Company by Walkers Corporate Limited, Company Secretary.

Disclaimer

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

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 or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, New Zealand, Canada, Japan or South Africa, or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the " US Investment Company Act "), and as such investors in the securities referred to herein will not be entitled to the benefits of the US 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 "), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register under the US Investment Company Act. There has been and will be no public offer of the securities in the United States.

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 securities referred to herein are being offered and sold (i) in the United States or to US Persons wherever located only to (A) persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the US Securities Act (" QIBs ") that are also "qualified purchasers" within the meaning of Section 2(a)(51) of the US Investment Company Act (" QPs ") who have duly executed a US investor letter in the form provided by the Company or Jefferies and delivered the same to Jefferies in reliance on Rule 144A or (B) persons reasonably believed to be "accredited investors" within the meaning of Rule 501(a) of Regulation D under the Securities Act (" AIs ") that are also QPs who have duly executed a US investor letter in the form provided by the Company and delivered the same to the Company in reliance on section 4(a)(2) of the US Securities Act, or (C) pursuant to another exemption from the registration requirements of the US Securities Act; and (ii) outside the United States to persons who are not US Persons in offshore transactions in reliance on Regulation S.

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 Placing and Open Offer. 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.

Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Jefferies, nor any of its affiliates, nor any of their respective directors, officers, employees or advisers, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to contents of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed. None of the information in this announcement has been independently verified or approved by Jefferies or any of their affiliates.

The contents of this announcement are not to be construed as legal, business or tax advice and neither the Company nor Jefferies 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 or 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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the " UK Product Governance Rules "), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook (" COBS "); and (b) eligible for distribution through all permitted distribution channels (the " UK target market assessment "). Notwithstanding the UK target market assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and Open Offer.

Furthermore, it is noted that, notwithstanding the UK target market assessment, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Appendix

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires: