Malibu Life Holdings Limited - Results of 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 CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

 

19 August 2026

Malibu Life Holdings Limited

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

Results of Placing and Open Offer

On 31 July 2026, the Company announced a Placing and Open Offer to raise gross proceeds of up to $125 million at a price of $14.50 per New Ordinary Share. The Company is pleased to confirm that the Placing and Open Offer has been fully subscribed and successfully raised gross proceeds of $125 million.

The Open Offer closed for acceptances at 11.00 a.m.   on   18 August 2026. The Company received valid acceptances from Qualifying Shareholders in respect of 4,419,786 Open Offer Shares under their Basic Entitlement and valid applications for 1,430,732 Open Offer Shares under the Excess Application Facility (after giving effect to the cancellation described below).

Accordingly, the Company received valid applications for 5,850,518 Open Offer Shares, representing 67.86% of the maximum 8,621,748 Open Offer Shares available under the Open Offer.

Under the Placing, Conditional Placees 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.

As a result of the level of participation by Qualifying Shareholders:

• 449,469 Conditionally Placed Shares have been clawed back to satisfy valid applications under the Open Offer; and
• 2,771,230 Conditionally Placed Shares will be issued to Conditional Placees pursuant to the Placing.

Prior to the Placing and Open Offer, Third Point and its affiliates beneficially owned, in aggregate, 7,300,153 Existing Ordinary Shares representing approximately 42.76% of the total Existing Ordinary Shares. Pursuant to the Third Point Irrevocable Undertaking, Daniel Loeb undertook to, among other things, take up and subscribe in full for 3,686,945 Open Offer Shares to which Third Point and its affiliates are entitled under the Open Offer and apply for 442,095 Excess Open Offer Shares under the Excess Application Facility. Due to demand from existing Shareholders to apply for Open Offer Shares (including Excess Open Offer Shares) in the Open Offer and to subscribe for Conditionally Placed Shares, Daniel Loeb agreed with the Company for the cancellation of his application for 442,095 Excess Open Offer Shares in order to limit clawback from Conditional Placees. Accordingly, immediately following Admission, Third Point and its affiliates will beneficially own 10,987,098 Ordinary Shares, representing 42.76% of the Ordinary Shares in issue.

The details of the participation of the Directors and certain other persons who subscribed for New Ordinary Shares in the Placing and Open Offer will be disclosed in accordance with the UK Market Abuse Regulation subsequently.

In aggregate, 8,621,748 New Ordinary Shares will be admitted to listing in the ESCC Category and an application has been made to the   London Stock Exchange for the 8,621,748 New Ordinary Shares   to be admitted to trading on the Main Market of the   London Stock Exchange (" Admission "). It is expected that Admission will become effective and that dealings for normal settlement in the Open Offer Shares will commence at   8.00 a.m. (BST)   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.

The total issued share capital of the Company following Admission will be 25,692,810 Ordinary Shares and 17,128,540 B Shares. No Shares are currently held in treasury. Therefore, the total number of voting rights of the Company will be 42,821,350 and this figure may be used by Shareholders as the denominator for the calculations 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.

The New Ordinary Shares will trade under ISIN KYG8827C1006.

Jefferies is acting as sole global coordinator and bookrunner in connection with the   Placing and Open Offer.

All capitalised terms in this announcement but not defined herein have the meaning given to them in the announcement made by the Company on 31 July 2026, which is available on the Company's website ( https://www.malibulifeinsurance.com/2026-equity-offering/ ).

A copy of this announcement 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 sole global coordinator and bookrunner 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.