Third Point Investors (TPOU) Investor Update summary

Strategic rationale and transaction overview

• Proposed all-share merger with Malibu Life Re to form a London-listed, Cayman-domiciled U.S. annuities reinsurance platform, targeting mid-teens ROE by 2027 and addressing structural headwinds for shareholders.

• The transaction is structured as a reverse takeover, with Malibu acquired at tangible book value (~$68 million) in exchange for shares issued at NAV; completion is expected in Q3/August 2025.

• The merger is unanimously recommended by the Strategy Committee and board, with a circular in June, shareholder vote in July, and completion/admission in August 2025.

• Shareholder approval will be sought at an EGM, with Third Point supporting the deal and a tender offer planned for liquidity at a 12.5% NAV discount.

• The company will migrate its domicile from Guernsey to the Cayman Islands and change its listing category from investment fund to commercial company.

Market opportunity and business model

• Malibu operates in the $1 trillion+ U.S. fixed annuity market, focusing on simple, predictable liabilities and scalable growth, with record sales driven by favorable demographics and rising interest rates.

• The business model is spread-based, sourcing liabilities at ~5.3% cost and investing in high-quality, mostly BBB+ fixed income assets for a net yield of 6.5–7.0%.

• Malibu reinsures MYGAs and FIAs, investing premiums in a duration-matched fixed income portfolio for predictable spread income.

• The target is a 1.5% net spread and 10x asset leverage, aiming for a 15% IRR with moderate leverage and a risk-based capital ratio of ~330%.

• The operating model is currently outsourced for efficiency, with plans to insource key functions and build in-house leadership as direct origination grows.

Growth strategy and operational plans

• Malibu has reinsured $700 million in premiums to Q1 2025, secured a $3 billion flow reinsurance treaty, and targets $5 billion in annual premiums by 2027.

• Plans include acquiring or building a U.S. direct annuity insurer, entering one new reinsurance treaty per year, and deploying all master fund capital into insurance operations within 18–36 months.

• Capital needs for growth are projected at $610 million, funded through Master Fund redemptions and additional equity from Third Point.

• The business targets a hybrid origination model, enhancing control over distribution and liability sourcing.

• Executive leadership and a majority independent board bring deep insurance and asset management experience, with new directors and CEO Gary Dombowsky joining post-completion.