Third Point Investors (TPOU) Investor Update summary

Strategic rationale and transaction overview

• An all-share, NAV-for-NAV merger will create a London-listed, Cayman-domiciled U.S. annuities reinsurance platform, unanimously approved by the board and Strategy Committee, with completion targeted for Q3/August 2025.

• The transaction is structured as a reverse takeover, with Malibu acquired at tangible book value and new shares issued at NAV; shareholder approval will be sought at an EGM.

• The merger addresses structural headwinds in the investment trust sector and aims to transition into a pure-play operating company within 18–36 months.

• The company will migrate its domicile from Guernsey to the Cayman Islands to align with Malibu and enhance operational flexibility.

• Malibu Life Re, established in 2024, has a $3 billion inaugural reinsurance treaty and a robust growth pipeline.

Market opportunity and business model

• The U.S. fixed annuity market exceeds $1 trillion, driven by demographic and macroeconomic tailwinds, with fixed annuities representing a significant share of new sales.

• Malibu targets predictable spread income by reinsuring MYGAs and FIAs, investing premiums in high-quality, duration-matched fixed income assets, with a net yield of 6.5–7.0% and liability/expense costs at 5.0–5.5%.

• The scalable business model aims for $5 billion in annual premium by 2027, with a business mix of reinsurance and direct origination, and mid-teens ROE.

• Malibu's spread-based model targets a 1.5% net spread and 15% IRR, with further upside from scaling and share re-rating.

• Asset performance has outpaced comparable corporate bonds by 2% on average.

Operational structure and management

• Malibu operates with outsourced world-class providers and plans to insource key supervisory functions as it grows.

• The management team includes experienced executives, with Gary Dombowsky as CEO, and a majority independent board led by Dimitri Goulandris as chairman.

• Third Point will have rights to nominate up to three directors, subject to shareholding thresholds, and a 12-month lock-up on disposals.

• The company will comply with the UK Corporate Governance Code and maintain robust oversight of related party transactions.

• The board will be restructured post-completion to include new independent and Third Point-nominated directors.