Herbert Smith Freehills Kramer advises Malibu Life Holdings Limited on landmark capital raise – the first fully pre-emptive Main Market capital raise to take advantage of the new UK Prospectus Regime

Leading global law firm Herbert Smith Freehills Kramer has advised long-standing London-listed client Malibu Life Holdings Limited (Malibu Life) on its capital raise of $125 million – the first major capital raise taking advantage of the UK’s new prospectus regime, which came into force in January 2026. As the first Main Market pre-emptive offering to be executed under the new framework, which was structured by our leading London ECM team, this raise is expected to help set the template for market practice under the new regime.

Structured as a conditional placing subject to clawback and an open offer to existing shareholders, the equity raise comprises 8.6 million newly issued shares, representing an additional c.50% of Malibu Life’s existing issued share capital. The open offer included an excess application facility, allowing qualifying shareholders to apply for additional shares beyond their basic entitlements. The highly innovative structure included publishing a short-form Offering Memorandum as part of the placing and open offer, rather than a full FCA-approved prospectus. This approach enabled a highly compressed timetable whilst enabling access to certain categories of US investors and took full advantage of the UK’s new prospectus regime which adopts a more flexible, disclosure-based approach.

Malibu Life is a life and annuity company focused on delivering innovative solutions to retail and institutional clients, formed from the reverse takeover and re-IPO of Third Point Investors Limited and Malibu Life Reinsurance SPC in 2025 on which the Herbert Smith Freehills Kramer team also advised. The transaction is expected to support accelerated strategic growth and facilitate a broader shareholder base with enhanced market liquidity, with a target of delivering mid-teens return on equity for shareholders and scaling to approximately US$11.3 billion of cumulative premiums by 2028 – Malibu Life is a material new London-listed entrant in the US annuity market and is backed by leading private capital sponsor, Third Point.

The Herbert Smith Freehills Kramer team was led by Corporate partners Michael Jacobs and Tim West, together with US securities partner Tom O’Neill and equity capital markets of counsel Thomas Vaughan, US senior associate Megan Gray and associate Emily Travers. This transaction closely follows our work for WH Smith on their recent cash placing, where they raised £106 million for 20% of issued share capital and for Jefferies and JP Morgan for Big Box Tritax who raised £350m by way of a cash placing.

Partner Michael Jacobs said: “This is a significant and important transaction not only for Malibu Life and Third Point but for the UK’s capital markets as a whole. Malibu Life is a significant new player in the US annuity market and this transaction shows how the London capital markets can rapidly provide the equity funding to allow companies to deliver on their ambitious strategies. Raising over 50% of issued share capital for a Main Market listed company without an FCA-approved prospectus was unthinkable a few years ago – this transaction demonstrates what can be rapidly achieved under the new regime whilst also optimising distribution into the US whilst giving all shareholders the opportunity to participate.”

Partner Tim West commented: “Malibu Life’s transformation into a fully-fledged life and annuity platform is a compelling story and this capital raise is central to delivering on that ambition. We are proud to have brought the full breadth of our team’s expertise and capabilities to bear for a client we have had the privilege of advising for many years.”