REG - Hansa Investment Co Hansa Invest-HANA - Half-year Report
29/10/2025 16:15
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RNS Number : 3778F Hansa Investment Company Limited 29 October 2025
Hansa Investment Company Ltd
Half-Year Report
30 September 2025
The power of investing differently
We are globally diversified, multi-asset class investors who seek to identify
compelling investment opportunities in long funds, hedge funds, direct global
equities and private assets. We operate without being constrained by
benchmarks, but instead seek to conservatively grow capital over time through
investing in a blend of best-in-class public and private equities balanced by
more defensive all-weather investments.
Long-term, not short-term
In an investment world that is increasingly short-term in nature and momentum
driven, we seek to invest for the longer term, playing to our
multi-generational roots.
Access to the world's elite, best-in-class managers
Our long-term outlook, combined with our desire to form lasting multi-year
relationships, makes us an attractive partner to many of the world's elite
funds, many of which are unavailable to retail investors.
Dare to be different
Rather than seeking to replicate indices, we look to identify those areas of
the market that offer attractive upside, with careful consideration of risks
that may incur a permanent impairment of capital, even if this means being
unconventional. Importantly, we are nimble and act quickly when needed,
priding ourselves on being flexible and independently-minded, as illustrated
by our investment in Ocean Wilsons Holdings Limited.
Operating outside the bureaucracies of a large institution
By virtue of being a smaller, dedicated fund management group with significant
internal investment, we share an alignment of interest and, importantly, are
not driven by asset gathering for the sake of profit maximisation.
To see more: www.hansaicl.com (http://www.hansaicl.com)
Financial Summary
As at 30 September 2025
NAV per share
405.4p
Total assets
£486.4m
Ordinary shares
Share price
260.0p
Discount
35.9%
'A' non-voting ordinary shares
Share price
254.0p
Discount
37.3%
Chairman's Report
Dear Shareholder
Shareholder Returns
The past six months has shown an increase in Hansa Investment Company
Limited's ("Hansa", HICL, "the Company") Net Asset Value (NAV) from 384.2p at
31 March 2025 to 405.4p at 30 September 2025.
There has been a reduction in the discount from 38.8% to 35.9% for the
Ordinary shares and from 43.5% to 37.3% for the 'A' Ordinary shares.
More details about our results can be found in our Portfolio Manager's
detailed review of markets and portfolio performance further on.
Strategy
With the support of the Board, Alec Letchfield and his team at Hansa Capital
Partners ("the Manager") have continued with their strategy of
diversification, both as to geographic spread and investment styles with a
strong emphasis on retaining investment in best-in-class managers whilst
continuing to be on the lookout for new opportunities. The Manager continues
to keep turnover to a minimum whilst trying to avoid overreacting to the
present volatile environment.
Possible Combination between the Company and Ocean Wilsons Holdings Limited
For those readers unfamiliar with the background to the Possible Combination
of the two companies, I draw your attention to my last Chairman's statement,
published as part of the Company's Annual Report on 15 July 2025. Since that
statement, significant progress has been made with the proposed Combination
with Ocean Wilsons Holdings Limited ("Ocean Wilsons").
On 28 July 2025, it was announced that the Company and Ocean Wilsons had
agreed the terms of a recommended all-share combination of the two companies,
pursuant to which Hansa would acquire the entire issued share capital of Ocean
Wilsons (the "Combination") by way of a court-sanctioned scheme of arrangement
of Ocean Wilsons under the Bermuda Companies Act (the "Scheme"). A Prospectus
and Circular were published on 14 August 2025 with the Circular including the
notice of a General Meeting for Hansa held on 12 September 2025. Ocean Wilsons
published a Circular and notified its shareholders of a Court Meeting to
approve the Scheme which was also held on the same day as Hansa's meeting.
On 12 September 2025, Ocean Wilsons announced that the requisite majority of
Scheme Shareholders voted to approve the Scheme. Hansa announced that, at its
General Meeting, the resolutions had also all passed by a significant
majority.
As part of the approval process for the Scheme, as set out in the Circular
published by Ocean Wilsons on 14 August 2025, the Court Sanction Hearing was
held on 22 September 2025. Had the Scheme been sanctioned by the Court on this
date, the Scheme would have completed before our Half-Year end. However,
following representations made by counsel on behalf of a shareholder of Ocean
Wilsons, the Court approved a delay to the Hearing until 30 October 2025. The
delay provides the shareholder additional time to present its objections to
the approval of the Scheme by the Court.
At the time of writing, the board and shareholders of both companies now await
the outcome of the Bermudan Court's decision when it reconvenes at the end of
October. The Board continues to work towards the timely completion of the
Combination. While the scheme is not able to progress until it is sanctioned
by the Court, both Companies intend to proceed as quickly as practicable once
this hurdle is cleared.
Prospects
I do not need to remind shareholders what a volatile time we feel we are
living in. Despite this, financial markets seem to be taking all this in their
stride with many stock markets at or near their all time highs. The number of
equity investment managers in the West who think their domestic markets are
either fully or partially overvalued is at an all time high. Despite this,
they remain fully invested. I assume this means there are a number of managers
who will hit the sell button pretty quickly and in some size should markets
start to underperform. On the positive side there is a vast amount of money on
the sidelines in money market funds and the market also has support from
potential further interest rate reductions. Any reductions will of course give
some much needed support to governments struggling with very high outstanding
debt problems.
The interesting performer in recent times continues to be the gold price which
has been strongly supported by Central Bank buying in the recent past. It will
be interesting to see if this has continued as the gold price heads for $4,300
per oz at the time of writing.
All in all a challenging time for investors. Nonetheless, I would note that
the natural diversification in a multi-asset fund such as ours positions us
well for the current environment and I remain confident that Alec Letchfield
and his team will continue to find suitable risk-adjusted opportunities for
shareholders.
Capital allocation, share buyback and dividend policies
As I summarised in Hansa's year-end report, the Board has given active
consideration to its future policies for capital allocation, share buybacks
and dividends. As I previously outlined in my statement, as well as in the
Prospectus and Circular documents relating to the Combination, the Board has
proposed a Capital Allocation policy that: (i) prioritises annual share
buybacks of between 2% and 4% of its shares; and (ii) pay dividends only to
the extent required to ensure that the new combined company is not treated as
a non-mainstream pooled investment.
The Company will not announce any interim dividends ahead of the decision of
the Bermudan Court regarding the Combination. The Board will assess the
Company's options should the Combination not proceed.
It is worth noting that the Company has had an unusually high level of
dividend income during the current financial year. Of the £13.8m received
during the first six months, £12.6m was received from Ocean Wilsons. We do
not anticipate any dividends from Ocean Wilsons in the future now that it has
sold its investment in Wilson Sons. Similarly, the Company has experienced
increased, transaction-based, expenses relating to the Combination. The
majority of those costs are not recurring.
FATCA/CRS
As you will have seen in many of my previous statements, as a Bermudan
incorporated Investment Company, HICL is required to comply with Bermuda's
specific laws relating to FATCA and CRS annual filings. For the Company to be
compliant with these rules, it must have a record of each direct certificated
shareholder's tax residency verified by the individual shareholder themselves.
In a continuing effort to comply with these regulations, the Company has
started using its powers, within the Amended and Restated Byelaws of the
Company adopted on 2 August 2024, to require shareholders to supply it with
the relevant information. Accordingly, several notices have been served to
shareholders who are missing self-certification data. If you have received
such notification, it is imperative you contact the Company's Registrar
without delay.
Asset reunification
The Company is pleased to report further success with its asset reunification
project being undertaken in conjunction with Georgeson. Following Georgeson's
work, several shareholders have been reunited with their shareholdings and
unclaimed dividends. Georgeson has also advised the Board of a number of
shareholders they have been unable to trace. The Board has considered those
untraceable shareholders for their eligibility to the Company's share
forfeiture process, which sells the shares of untraceable shareholders in the
market returning the sales proceeds to the Company. This benefits existing
shareholders by returning dormant shares to the free-float in the market,
assisting liquidity, returning the net sale proceeds to the Company and,
importantly, improves compliance with FATCA/CRS legislation. The Company's
Bye-Laws specify how the process works. For a shareholding to be eligible for
forfeiture, there are two key tests to consider during the period of the past
six years. Either, that the shareholder has not claimed a dividend during the
six-year period, despite at least three having become payable. Or, that the
shareholder has been uncontactable for at least two calendar years,
including the most recent two years of the six year period.
In accordance with the Company's Bye-Laws, final notices have been sent to the
last known contact addresses of shareholders holding a total of 392,745 shares
across both share classes with an approximate value, including unclaimed
dividends, of £1.3m. If the relevant shareholders do not respond by the end
of the notification period, those shares will be sold in the market during
December 2025 and the proceeds returned to the Company. As previously
reported, during the year to 31 March 2025, the Company received £76,000
through this process following the sale of 27,525 of shares across both share
classes.
If you have received such a notice, it is imperative you contact Georgeson or
the Company's Registrar ahead of the deadline. Contact details for both can be
found towards the end of the report.
Shareholder event
We had planned to hold a shareholder event in London at the end of September
2025 but this was postponed due to the timings of the implementation of the
Scheme. The event has been rescheduled for 25 November 2025. Despite the delay
in the Scheme, we can confirm that this event will go ahead as planned
allowing the Board to present an update to shareholders and expand on our
future plans for the Company post-Combination. As with previous events, this
will be a hybrid event allowing both in-person and online attendance.
Attendees, whether online or at the meeting will have the opportunity to ask
questions.
Details will be published in the near future.
Jonathan Davie
Chairman
29 October 2025
Portfolio Manager's Report
The fickleness of markets.
Executive Summary
Markets dramatically changed direction in the first half of the year with
nearly all countries seeing strong gains having ended last year in freefall.
The US and China led the way against a backdrop of easing concerns about trade
tensions and AI continuing to be the predominant equity market theme. The
continuing rise of equity markets, including sharp jumps for some stocks,
triggered renewed discussion about the possibility that we are entering a new
AI-driven bubble similar to the dotcom boom in the late nineties.
In this commentary we will seek to answer two questions:
1. Is AI now in bubble territory; and
2. How do we play AI in the current market backdrop?
1. Bubbles typically have several criteria:
High concentrations in markets
Share prices that go up exponentially
High valuations which are not backed up by fundamentals
An excess of capital that will never generate a return
Markets are undoubtedly concentrated with the Magnificent 7 (M7) companies
currently accounting for 22% of the world stock market. The market
capitalisation of these companies is now bigger than that of many major global
markets. Share prices of several AI-linked companies have spiked in recent
months and are clearly running hot but are perhaps not at the level of
previous bubbles. Valuations are definitely elevated with the M7 dragging up
the overall market to uncomfortable levels but, again, not to levels seen in
the dotcom boom. The amount of capital invested in AI companies is at a level
that has never been seen before and it may turn out to be difficult to
generate a reasonable return on it, but it is possibly too early to tell on
this point.
While all of this is cause for concern, it is important to note that the M7's
earnings have kept pace with their share prices and they are exceptional
companies, unlike in the dotcom bubble where many drivers of the market were
loss making. However, it is likely that the best returns are now in the past,
we will see more volatility going forward and that the M7 won't dominate the
market forever, but possibly the biggest risk for long term investors is
jumping off the AI train too early.
2. Despite remaining bullish on the concept of AI, as a prudent investor we
are happy to be underweight the M7 even if we leave some return on the table.
We continue to advocate diversification, part of which is investing with
venture capital groups who are trying to identify the next great companies
that may disrupt the M7 in the future.
We are not as pessimistic about the US's prospects as many commentators and
continue to maintain our exposure albeit we are layering in additional
diversification in Japan, emerging markets and Asia which all look more
attractive from a valuation perspective. We have added short duration credit
with yields now significantly higher than a few years back while we continue
to avoid long duration bonds given extreme government debt levels. We also
continue to stay the course with our private market programme viewing it as a
strategic decision that you cannot dip in and out of. Overall, the challenge
of calling market peaks is difficult at the best of times and, indeed, as
long-term investors our natural position is to remain fairly fully invested.
While we see the early signs of a bubble forming in AI, we don't think we are
at the end just yet.
Market review
As a reminder of the fickleness of markets, the first half of the financial
year saw stock markets completely reverse course. Despite having ended the
last financial year in turmoil, and what looked to be the beginnings of a
significant drawdown, investor sentiment rapidly shifted from the glass being
half-empty to being half-full and are now arguably demonstrating the early
stages of excess and exuberance.
Having initially been stunned by both the extent and breadth of President
Trump's tariff programme, which targeted both friend and foe, investors are
now taking a more sanguine view as Trump follows his normal game plan of going
in hard only to back down at the 11th hour. When first mooted, tariffs on the
adjudged worst offenders were as high as 50%. Now though, with Trump
apparently pulling back from these excesses if certain conditions are met and
the possibility that the US Supreme Court rules them illegal, the market's
worst fears have been allayed.
Similarly, the view on the economic outlook has also swung around. Whilst
there is still debate as to how tariffs impact economies, the commonly
accepted view is that they lead to higher inflation, at a time when economies
are just recovering from the post-COVID inflationary surge, and to slower
growth with tariffs ultimately seen as a zero-sum game. Such was the magnitude
of the proposed tariffs, the central view of markets moved from perceiving a
Trump presidency as being good for global growth to believing it would lead to
slowing growth and, even, recession (as well as calling into question the US's
global hegemony). Now, with most countries negotiating lower tariffs, the
worst of these economic fears have diminished, not least due to the inexorable
resilience of the US consumer. Combined with the corporate sector apparently
navigating well the negative impact of tariffs on margins and pricing,
recession appears to have been avoided, at least for now.
The outlook for all things AI has also been turbocharged. With companies such
as Oracle rising nearly 40% in a day - or $255bn in market cap terms - as
investors reacted positively to news that it had signed a $300bn deal to
provide OpenAI with computing power over a five-year period, it seems that the
market is in the grips of another technology mania. It is hard to believe that
only a few months back many technology companies were in freefall as the
previously largely unknown Chinese AI group, DeepSeek, announced that it had
created a Large Language Model that was both comparable in capability to the
existing models, such as ChatGPT and Meta's Llama, and at a development cost
that was significantly lower than the billions spent by the M7 on AI.
Relating this back to markets highlights a quite remarkable rebound in prices.
As a reminder, from 1 January 2025 to the trough in markets in early April,
the S&P 500 was down 16.6%, the MSCI ACWI by 13.0% and the M7 by some
27.3%. In the subsequent rebound from these lows, the same grouping has risen
by an impressive 27.7%, 26.6% and 52.9%, respectively. Hence for the financial
year-to-date, most markets are now up by an impressive amount with the MSCI
rising by 15.1%, the S&P 500 by 14.8% and the M7 by 36.4%.
Underlying this general market strength though are some important nuances. At
the country level, many of the markets that had previously been the laggards
have rebounded sharply, raising the question as to whether we are seeing
durable outperformance or just another head fake. In particular, we would note
the 10.6% rise in both Europe and the 18.8% increase in emerging markets and
the 18.1% gain for China since the start of the financial year.
Outside of equities, the two significant movements we would note are that of
gold and the US dollar. Gold has risen by an astonishing 18.5% year-to-date,
benefiting from what looks to be the perfect storm of rising inflation,
concerns over US debt levels and geopolitical shenanigans combined with
countries such as China and India looking to diversify their dollar reserves
into gold. Such is the frothiness in the gold market, and the nature of its
investors, we now appear to have entered a FOMO stage (Fear Of Missing Out),
at least in the very short-term.
In contrast, the US dollar has been one of the few laggards so far this
financial year, falling by some 3.9% against the pound. Interestingly, whilst
equities appear to be focusing on the positive side of life, the US dollar
looks to be acting as the barometer for all the things that are wrong in the
US. Hence, whilst equity markets might, at this stage, be happy to ignore the
high debt levels in the US, the apparently high valuations, and the
unpredictability of the Trump government, the dollar seems to be much more
Eeyorish in its outlook, resulting in many investors seeking to diversify
their currency exposure.
San Francisco
Markets look to be at an important juncture in their cycle. Having been
tracking higher for some time, in the main driven by the US and companies
benefiting from the AI cycle, the moves seen in recent months look
suspiciously like the beginnings of a bubble with prices gapping up and the
breadth of the rally broadening out. It was timely then that we have just
returned from a trip to San Francisco, the epicentre of all things AI and
where many of the great AI companies were formed.
We are fortunate at Hansa to be partners with a number of the great venture
and private equity firms. Reflecting the long-term nature of our group, and
the desire to form multi-year partnerships with our managers, we are able to
access funds that few others have the good fortune to invest in. This ranges
from earlier stage venture managers such as Khosla and Mayfield, to biotech
groups such as OrbiMed. These managers are at the cutting edge of venture
investing, with Khosla, for example, being amongst the first professional
money to invest in OpenAI. Whilst it is often unclear at this nascent stage
who will be the future unicorns, the access these managers have to the very
best entrepreneurs and the insights they have as to how these new industries
will develop puts them in a unique position to identify and select the M7s of
the future.
We therefore thought it would be useful to summarise some of the discussions
we had which touched on many of the key issues facing markets today.
Q1. Is AI now in bubble territory?
Bubbles are notoriously hard to predict. Often, they go on for far longer and
go far higher than is typically forecast. Commentators love to speculate about
them. With no skin in the game, they have the luxury of not needing to be
right and will often scare investors out of sectors that continue to rise for
years thereafter. Unfortunately, as fund managers, we do not have this luxury
with a need to be right and with markets ultimately acting as the arbiter of
our success or not. Nonetheless, bubbles typically exhibit some standard
characteristics albeit each bubble is unique in its own way. Specifically:
· High concentrations in markets
· Share prices that go up exponentially
· High valuations which are not backed up by fundamentals
· An excess of capital that will never generate a return
Optically, many of these seem to be either already in place or, at the very
least, developing. Starting with concentration, the M7 undoubtedly ticks this
box. The M7 now accounts for approximately 34% of the US stock market and some
22% of world markets. Illustrating just how large this concentration is, the
M7 now has a market capitalisation that is larger than many of the world's
largest stock markets combined. If one compares this to the late nineties
dotcom bubble, the technology and communications sector then reached a peak of
nearly 30% of the US stock market. Typically, one finds that these periods of
concentration rarely persist as either the bubble comes to an end (and almost
always unhappily!) or new areas of investment come to the fore.
Similarly, it appears that share prices are reaching the exponential stage. In
the first half of the year we saw a number of price moves that led one to
pause for thought. As noted earlier, Oracle saw its price jump by nearly 40%
in one day on the back of the huge scale of orders from OpenAI. There are also
many other examples of AI linked companies which have seen their share prices
jump sharply this year. With names such a Palantir, Intel and Broadcom rising
by 141.2%, 67.3% and 43.3% respectively since the start of January, this all
seems reminiscent of the late nineties. A word of caution here though, whilst
some AI share prices are undoubtedly moving up more aggressively, they do not
as yet appear to have reached the levels seen in the late nineties. As someone
who sat through this period, back then we saw extraordinary rises with names
such as Yahoo initially floating at $13 and jumping to $33 on the day, a 154%
jump. Hence current prices are worrying but perhaps not yet at the heady
levels of previous bubbles.
In terms of valuations and capital invested, these also give some cause for
concern. The valuations of AI-linked companies, and the M7 in particular, have
been rising throughout the past few years and in the process have driven up
overall market prices. This has accelerated in 2025 and now appears to be
pushing markets to more uncomfortable levels - as highlighted by Chart 4 below
- albeit, again, not yet at the extremes seen in past bubbles. More worrying
is the level of investment that has been ploughed into AI. In the belief that
the winner takes all, there has been a race to develop the best models and in
pursuit of the holy grail of Artificial General Intelligence (AGI) or
human-level intelligence. To achieve this not only requires investment in
chips and computing infrastructure but also data centres, power sources and
networks. This has seen a level of investment that is on a scale that has
never been seen before.
Hence, on the face of it there is good cause for being more cautious, and
possibly even preparing for the end of a bubble. Before we all race for the
door though, the above comments largely ignore one key fact which is whether
or not these extraordinary moves are justified by fundamentals. Starting with
the M7, a key difference between these names and the largest TMT companies
back in the late nineties, and indeed in many prior bubbles, is that the M7
are composed of exceptional companies with proven business models who have
been generating super-normal returns. If one analyses the underlying drivers
of market performance, the M7's share prices have largely moved in lockstep
with the growth in their earnings. In comparison, in the late nineties many
companies were loss making and much of the upside was aspirational which
ultimately never came to fruition.
The challenge then, is to determine whether the current profitability of the
M7 can continue and whether these companies really can generate a return on
the extraordinary levels of capital that have been invested in AI.
Unfortunately, this is very hard to predict. Much depends on whether or not AI
does indeed transform the way in which we live and how companies do business.
Just as few of us knew how the internet, mobile communications and social
media would change the way in which we interacted and went about our lives,
many of the future uses of AI are almost certainly yet to be thought of, let
alone developed. Of course, there is the danger that even if AI is
transformative, the capital invested does not generate an adequate return,
just as investments into the cable and rail network failed to live up to the
initial expectations.
Clearly the situation is fluid and changing rapidly but, nonetheless, at this
stage our core thoughts are as follows:
· By virtue of size, the very largest of the gains from the M7 are
almost certainly in the past. Whilst they can still generate very good
returns, it is simply impossible that they can match their past returns in
view of the immensity of their current market capitalisations.
· We are now likely in a stage of the cycle where there will be greater
volatility as air pockets form and as the winners and losers become evident.
Despite this volatility, it is very possible that the end point is much
higher.
· The fly wheel effect created by the size of the M7 may well mean that
their business models have more persistency than has typically been the case
in the past. Even so, ultimately the inertia and bureaucracy evident in very
large businesses will likely result in their undoing as smaller, more nimble
businesses erode their returns and replace them as tomorrow's large companies.
· Whilst the downside risks discussed earlier are undoubtedly a
possibility, an equal risk to long-term investors such as ourselves is that
one jumps off the train too early and misses out on the still incredible
changes that AI may well bring to our lives.
Q2. How do we play AI in the current market backdrop?
For all of the reasons discussed above, determining the outlook for the M7 is
extremely challenging. They are great companies which will continue to
generate exceptional profits albeit the jury is out as to whether they can
ultimately generate the returns that justify the immense levels of capital
invested. Nonetheless, whilst many are arguing that valuations are excessive,
we believe that as a whole valuations are not in the bubble territory that is
typically the case at a peak. Certainly if one looks at their growth adjusted
valuations, we do not see the reason for the panic that seems to be the
current consensus.
However, whilst we are not as concerned as many about the outlook for the M7
as a whole, we are more worried about the proportion that they represent
within the market. As prudent custodians of hard-earned wealth, it seems
increasingly risky that one should have all your eggs in one basket and for
this reason we are very happy for our public market managers to have an
underweight position in the M7. Sometimes in fund management one should be
happy to let returns pass you by even if this means underperforming the
broader market.
An additional way in which we help manage this concentration risk is through
our venture investing. As highlighted earlier, venture managers such as Khosla
and Mayfield seek to identify the unicorns of the future. One mustn't forget
that with the exception of Microsoft, the M7 either didn't exist or were in
their infancy a couple of decades back. By investing in these future companies
one is helping hedge one's portfolio against the threat of the M7 bubble
bursting and the inevitable change that happens within the economy and stock
markets. Furthermore, many of these early-stage companies will be purchased by
the M7 who are using their huge excess cash flows to eliminate the potential
threat that these smaller companies represent to their business models. Either
way, the venture manager doesn't really care. They will have done their job,
often making 10s or 100s times their original investments.
Portfolio positioning
The current market mood music is not good with an ever-increasing chorus of
commentators calling markets lower. The blend of fears over AI, an
unconventional US president in the form of Trump, geopolitical turmoil,
questions on the economy and rising inflation, all provide fodder to the
bears. We acknowledge these are very real concerns but, nonetheless, are less
negative than many. Whilst the combination of the current strong performance,
the unpredictability of Trump and early signs of exuberance undoubtedly have
the potential to unsettle markets, we see these as more likely to cause
volatility than permanent impairment in capital. Importantly, we are not
overly worried about the US economy and, critically, do not see the stresses
in the system that normally go hand-in-hand with bear markets. Tactically, it
is also worth noting that we have just entered a downcycle in interest rates,
which may be turbocharged if Trump is successful in installing a dove to
replace Jay Powell when his term ends next year. Combined with stimulative
fiscal policy as Trump's wonderfully named One Big Beautiful Bill Act comes
into force, there is the danger of a market melt-up. Ultimately such an event
would likely accentuate any subsequent falls, but this is probably something
for 2026 rather than today.
At the country level, we are equally not as concerned as many on the prospects
for the US market. Clearly Trump is unpredictable, and we fully expect him to
come back again on the tariff war (one only has to look at his actions during
his first term) which will likely cause volatility. However, despite Trump,
the DNA of the US is one of doing business. The blend of entrepreneurship,
rule of law, deep capital markets and financial infrastructure, all lend
themselves to the creation of great companies and fundamentally strong stock
markets. This has been the primary reason for our persistent bias towards the
US when many have been arguing the opposite. Our recent trip to San Francisco
only reinforced this view with many of the world's great entrepreneurs
operating out of Silicon Valley.
Nonetheless, despite our historic bias towards the US, we continue to think it
right to layer in additional diversification as opportunities present
themselves. Japan, the emerging markets and Asia are all attractive with
valuations much lower than those on offer in the US. Many of the emerging and
Asian markets continue to benefit from lower debt levels versus many developed
economies. Perhaps most importantly, the dollar is looking more persistently
weak as global investors question whether the US can be trusted or not.
Historically a weak dollar has been key to outperformance in Asia and the
emerging markets.
Amongst the diversifying names, we continue to add in idiosyncratic yield.
With yields now offering a more meaningful return, versus the near zero levels
of a few years back, we are happy to collect the carry on offer. Importantly
though, we are avoiding the long end of the curve within the developed
markets. With developed market government debt levels at extremes in many
cases, we view the uplift in yields on offer as insufficient to warrant the
risk of extending one's positioning. Instead, we are happy to place money at
the shorter end of the curve (especially money market funds) and to seek out
more dynamic managers who are investing in more esoteric areas such as
Mortgage and Asset Backed Securities.
Elsewhere, private assets continue to lag the public markets. Partly this
reflects the exuberance in the public markets but also raises the question as
to whether or not the excess capital that had been invested in many private
assets when interest rates were low has fully worked its way through the
system. We will discuss this in more detail in a later commentary except to
say that we remain committed to our best-in-class private equity managers, the
majority of whom have operated through multiple different investment cycles,
viewing the asset class as a strategic decision as opposed to one which can be
timed. With companies staying private for longer and signs of improving
activity in the IPO market and M&A, which had previously been largely
closed, to ignore this important asset class is deeply misplaced in our
opinion.
Summary
We were fortunate to spend time this month with some of the world's leading
venture managers just as the AI market was melting up and, quite rightly,
questions were being asked as to whether or not we are now in bubble
territory. Whilst we do see some of the signs associated with a bubble, our
conclusion is that we are not there just yet. In the early stages of a bubble
markets can continue to rise, often far past what we may consider fair value,
and it is exceptionally difficult if not impossible to know when to jump off
the bandwagon. As long term investors the best strategy is often to stay the
course but that doesn't mean we sit on our hands and do nothing. Hence,
diversification within portfolios represents prudent portfolio management. Our
venture managers are part of this diversification with their investments
hopefully becoming the M7 of the future or, indeed, are purchased by them as
they seek to protect themselves against competition through the use of their
prodigious cashflows.
Similarly, at the market level, we do not believe that we are as yet at the
top, with a number of key tactical factors such as lower rates, absence of
recession, and Trump induced fiscal pump priming all coming into play. Again,
we are less negative than many in the market on the US albeit we continue to
layer in diversification to mitigate some of the concentration risk. Partly
this is diversification at the country level but also by style and within our
defensive holdings. Ultimately, it is this ability to blend assets with
differing characteristics, and the longevity of our time horizons, that
positions us well for the current testing market conditions.
Portfolio Review and Activity
Trump's 'Liberation Day' caused significant turmoil in global equity markets
at the start of the financial year, with markets falling sharply initially
before recovering as the tariffs were delayed or otherwise renegotiated. From
mid-April, equity markets gained strongly, led by the mega-cap technology
companies, while dollar weakness has continued to be a notable theme. The MSCI
ACWI NR Index (GBP) rose 15.1% over the first half of the year, while bonds
were more muted, with the FTSE UK Gilts All Stocks TR Index rising 1.3%.
The portfolio delivered strong performance over the financial year-to-date,
with contributions coming from most parts of the portfolio. The NAV total
return was 5.7% over the first half of the financial year, with a 5.0% gain
over one year which is ahead of the FTSE UK Gilts All Stocks decline of 1.3%
and the UK CPI gain of 3.8%, but behind the 16.8% gain of the MSCI ACWI.
Excluding the effect of Ocean Wilsons Holdings, the NAV total return was 11.8%
over the financial year-to-date and 12.2% over one year, which are both ahead
of the traditional 60:40 equities and bonds portfolio which returned 9.5% and
9.4%, respectively, over the two time periods. The Company's strategic
position in Ocean Wilsons Holdings has historically been a strong contributor
and its share price rose sharply following the sale of Wilson Sons. However,
it has significantly detracted from performance in the last couple of months
as shares sold off following the announcement of the terms of a combination
with HICL. The holding has declined 11.5% over the last six months and 14.5%
over the last year. However, over the last three years it has increased by
72.4%.
The Company's net asset value per share rose from 384.2p at the end of March
2025 to 405.4p at the end of September 2025, with 0.8p per share being paid
out as a dividend during the period. The net asset value has increased from
388.5p at the end of September 2024, with 2.4p per share having been paid out
as a dividend during that time.
Core and Thematic Funds
The biggest allocation in the portfolio is to the Core Regional sleeve which
rose 12.8% over the financial year-to-date. The Thematic sleeve was especially
strong during this period with a gain of 25.1%. For the last 12 months, Core
Regional returned 13.7% whilst the Thematic sleeve returned 21.7%. Both
sleeves give exposure to global equity markets through a selection of world
class funds that are often difficult or impossible for most investors to
access. The Thematic sleeve allows us to invest in sectors or areas that we
believe are exceptionally attractive and offer the possibility of outsized
returns.
Some of the best returns over the first half of the financial year came from
funds where the managers take quite active positions. In the US, Pershing
Square Holdings continued its strong run gaining 24.5% over the last six
months taking its performance over 12 months to 31.4%. Pershing is run by Bill
Ackman with a very concentrated portfolio which typically gives a very
different outcome to the index. Early in the year the manager initiated a
position in Amazon, primarily due to the dominance of its Amazon Web Services
(AWS) cloud business. AWS has a 40% market share in the cloud business making
it exceptionally well positioned to benefit from the continued shift of IT
workloads from on-premise servers to the cloud. While the manager had
typically avoided mega-cap tech companies, they now also have positions in
Alphabet and Uber Technologies. Interestingly, the majority of the portfolio's
performance has been driven by its non-technology holdings so far this year,
particularly the Federal National Mortgage Association and the Federal Home
Loan Mortgage Corporation. The iShares Core S&P 500 ETF gained 15.7% over
the six-month period taking its return over the last year to 17.3%.
In Europe, Helikon Long Short Equity Fund once again performed particularly
well, gaining 34.5%, taking its return over 12 months to an exceptional 81.9%.
This fund also operates a concentrated portfolio taking large positions when
it identifies attractive opportunities. The manager has held a longer term
position in gold miners (such as Skeena Resources, Artemis Gold and Dundee
Precious Metals) which has been their largest contributor to performance as
the companies have benefited from the rising price of gold and significantly
increased revenues. Interestingly, the manager has maintained their short
position on the metal itself which it uses as a hedge against a sharp fall in
its price. The manager believes that the weakening of the US dollar has also
made some emerging markets more attractive with lower valuations providing a
larger margin of safety, leading to the establishment of some new positions in
Egypt in particular. The iShares Core MSCI Europe was up 11.1% during the
first half of the year taking it to 15.0% over the last year.
The weakening US dollar has been beneficial for our own emerging and frontier
markets holdings with Redwheel Next Generation Emerging Markets Fund gaining
22.1% since the start of the financial year and Schroder Asian Total Return up
19.5% taking their performance over 12 months to 23.8% and 13.2%,
respectively. The Redwheel fund invests outside of the major BRIC countries
and has been increasing its frontier market weighting from 20% to 30% as the
manager believes that the prospects for certain countries have improved. The
fund's positioning in the mining sector has performed strongly as have their
Greek bank holdings. Greece has seen a material pick up in tourism and the
economy is now performing strongly with infrastructure expenditure increasing.
The manager also likes the UAE and has added some positioning in Nigeria.
Schroder Asian is a more generalist Asia fund but it struggled early in the
year with an underweight position to China (which it has long maintained). The
fund holds a large position in Tencent, a Chinese technology conglomerate, and
TSMC, a Taiwanese semiconductor producer, which have both benefited from the
continued rise in technology and AI stocks. BlackRock Frontiers Investment
Trust also had a good first half of the year, gaining 17.3% taking its return
to 21.7% over the last year.
Within the Thematic sleeve, technology was a strong contributor this half
bouncing back from the wobble at the end of the last financial year. The
Company's investment in Polar Global Technology gained an impressive 56.9%
over the last six months, taking its 12-month return to 49.6%. The manager is
convinced that we are entering a new AI era that will fundamentally change the
global economy. The vast majority of the fund is invested in AI-linked
companies, including many of the M7, which has clearly driven its great
performance. The manager is very conscious of the scepticism and narrative
around an AI bubble, having invested through the dotcom bubble in the early
2000s, and while they are concerned about some of the valuations, they firmly
believe that we are currently at the end of the beginning, rather than the
beginning of the end, of the AI era. The Company's other technology position,
the passive iShares Expanded Tech Sector ETF gained 33.6% this half and is up
31.1% over the last year. The Company's healthcare investments also somewhat
bounced back after a very difficult period with Worldwide Healthcare Trust
gaining 10.9% and RA Capital International Healthcare Fund gaining 9.1%. The
healthcare sector, biotechnology in particular, has been rocked by a series of
negative developments in the US but the declining valuations have started to
make some of the companies look very cheap with investors hopeful that the
slump has bottomed out. Over 12 months the funds have returned -4.1% and 0.7%,
respectively.
Diversifying Funds
The role of the diversifying holdings is to provide the portfolio with an
alternative source of returns whilst dampening volatility and displaying low
beta to the equity market. In recent years identifying defensive holdings has
been challenging for investors as bonds have suffered from rising yields, but
in this context the Diversifying sleeve has been successful. The Diversifying
sleeve has gained 3.5% over the financial year-to-date and it has now gained
5.0% over the last year. Longer-term performance relative to bonds has
compared very favourably given the strongly negative returns from bonds. Over
five years, the Diversifying sleeve has gained 24.5%, ahead of the 25.8% loss
of the Gilts index over that period.
All the holdings in this sleeve produced a positive performance this half with
Lazard Convertible Global Fund amongst the strongest performers. The fund
gained 9.3% taking its return over the last 12 months to 11.9%. This fund
invests in global convertible bonds which have a higher correlation to equity
market performance than standard bonds, hence they have produced strong
returns. The nature of the convertible market means that the portfolio
naturally has higher exposure to US mid cap names and also the technology,
biotechnology and consumer services sectors which could all benefit from the
US tariff policy. Convertible bonds also typically perform more strongly when
interest rates are falling as the underlying equities in these long duration
sectors benefit. This is only a small position for the Company because it adds
more equity market beta to the portfolio but its performance has been
pleasing.
BioPharma Credit also had a strong six months, gaining 6.4%, taking its return
over the last year to 10.0%. BioPharma Credit lends money to biotechnology
companies that need additional capital to either further develop, scale
production or market already approved products. The manager structures the
loans so that they are secured against the products themselves, not the
company, which gives them more security. In the last six months the company
has made two new loans totalling c.$130m that will be lent in tranches at
attractive rates of interest. Two loans were repaid in full after one was
refinanced two years ahead of maturity and the other saw the underlying
product acquired with the full loan and prepayment fee paid off giving an
11.5% net IRR.
Our insurance market specialist, Nephila Iron Catastrophe Fund has continued
to perform well gaining 6.6% over the first half of the year taking its return
over 12 months to 13.9%. The fund particularly invests in hurricane insurance
in the US. We liked this area because premiums increased significantly a
couple of years ago as capital withdrew from the sector following some costly
years of insurance payouts. Premiums remain elevated and the manager feels
more comfortable with the sea temperature which is lower than last year
(higher sea temperatures increase the probability of more extreme weather). We
are now entering hurricane season in the US so much of the risk will occur in
the next few months. However, the manager is confident that even if
significant hurricanes do hit the US, the premiums are sufficient to still
give an attractive return.
Private Equity
The investment manager's deep experience and track record of investing in
private markets led us to add private equity to the Company's investment
strategy in 2023. It was always anticipated that this would be a journey as it
takes multiple years to get capital into the ground and then even longer
before these funds grow in value, realise their investments and start
distributing capital back to investors. We have made good progress to-date
with ten commitments made to eight top quality managers. The proposed
combination of Hansa Investment Company and Ocean Wilson Holdings would see
the Company getting instant direct exposure to a mature private equity
programme consisting of top tier, hard to access managers.
Given that we are unable to commit to a manager until they return to the
market to raise a fund, it takes time to flesh out a fully diversified
portfolio. We made a new commitment at the end of this period to OrbiMed
Private Investments X, a specialist healthcare manager. OrbiMed are one of the
leading healthcare investment groups and incidentally are also the investment
manager for Worldwide Healthcare Trust. The private markets team operates
independently and is incredibly experienced with several of the team having
been involved with the group since its inception 25 years ago. We particularly
like the biotechnology sector as we believe there are secular tailwinds, such
as an aging population and the outsourcing of drug development by big pharma,
that create a very attractive opportunity. While we are conscious of the
negative news flow that has been coming out of the US over the last year or
so, we believe that there is a fundamental need for many of the drugs this
fund will be investing in and the long development timelines mean that it will
likely be several years after Trump leaves office before any of these drugs
reach the approval stage.
Global Equities
The portfolio rose 18.1% over the first half, with the biggest contributors
being Interactive Brokers, Eurowag and Subsea 7. The only detractors were Arch
and Orion.
Our philosophy is simple: avoid permanent capital impairment. We buy with a
margin of safety so that when we are wrong, losses are limited and when we are
right, the upside takes care of itself. Avoiding permanent impairment of
capital is the single most powerful driver of long-term results: protect the
downside so the compounding can continue unabated.
This stance can draw criticism in buoyant markets such as these for not taking
enough risk. We are very comfortable with that. We would rather be
consistently right on the downside than occasionally spectacular on the
upside. By prioritising resilience, good businesses, prudent valuations, and
aligned management, we position the portfolio to withstand cyclical pressures
and to participate meaningfully in subsequent recoveries. Our largest
detractor, Orion, currently down approximately 40% over five years, remains a
holding. We believe its headwinds are cyclical rather than structural, and
therefore consistent with the type of risk our process is designed to absorb.
As evidence of this approach, over the past five years, the portfolio has
returned nearly 2.5x. Six holdings have more than doubled and four have more
than tripled, while the aforementioned losses have been contained. In our
view, this outcome reflects the core tenet of our approach: protect first,
compound second. We believe our latest addition to the portfolio fits in very
well with this philosophy.
International Petroleum Corporation (IPCO) is a high-quality, contrarian
investment within a neglected energy sector. Trading at less than half its
stated NAV, IPCO combines long-life, low-decline production assets with
visible free-cash-flow growth from its fully funded oil-sands project in
Canada, Blackrod.
The company is part of the Lundin Group, whose family ownership at 38% ensures
a disciplined, shareholder-aligned culture. CEO Will Lundin, representing the
third generation of the family, has continued the group's hallmark focus on
value creation through counter-cyclical investment and disciplined capital
allocation. The family's record across resource companies is exceptional, and
IPCO follows the same playbook: buy assets cheaply, run them efficiently, and
return surplus cash through buybacks.
Core production is stable and profitable at mid-cycle oil prices, while
Blackrod is the key growth catalyst. Phase 1 remains on time and budget, with
first oil expected in 2026 and peak production of c.30 k boe/d by 2028. Once
construction spending rolls off, free cash flow should inflect sharply higher,
positioning the company for either further buybacks or new acquisitions.
At current prices, the shares imply a 16-23% free-cash-flow yield on 2027-28
estimates, offering a wide margin of safety. IPCO's 27-year reserve life,
minimal leverage (below 1× EBITDA post-2026), and management's conservative
hedging of construction-period exposure further support the investment case.
While the oil sector faces cyclical and environmental headwinds, IPCO's
combination of operational discipline, prudent balance-sheet management, and
an owner-operator mindset differentiates it from peers. We expect the
company's consistent execution and growing cash generation to drive both
rising intrinsic value and, over time, a narrowing of the discount to the
growing NAV.
During the first half we added to our positions in Glencore, Eurowag, Subsea
7, Arch, Orion, CK Hutchison and CTT and reduced our positions in GCO, Coats
and Interactive Brokers. We also initiated positions in 4imprint and
International Petroleum Corporation.
Ocean Wilsons Holdings
It has been a very active period for Ocean Wilsons. The sale of its 56.47%
holding in Wilsons Sons was confirmed on 20 May 2025 when the last regulatory
approval was received. The sale was subsequently completed and Ocean Wilsons
received approximately $594m net of all costs and relevant Brazilian taxes on
4 June 2025. Ocean Wilsons then announced a tender offer for up to 20% of its
shares. Hansa did not participate in the tender. As a result, following the
tender, Hansa now owns 33.1% of Ocean Wilsons. As noted in the Chairman's
statement, we now find ourselves in the latter stages of the Possible
Combination of the two companies.
Part of the rationale for the proposed combination of the two companies is
that the investment portfolio within Ocean Wilsons, OWIL, shares many
characteristics with the fund portfolio held directly within Hansa Investment
Company. The most recent valuation for the investment portfolio was $340.9m in
June 2025 which was up from $321.2m in March 2025 and from $319.6m in June
2024. The main difference between the investment portfolios of OWIL and HICL
is OWIL's mature private equity portfolio. This can be split into investments
made before and after the private equity strategy changed in 2014. The
commitments made since 2014 have been predominantly to a smaller group of core
buyout managers in developed markets, particularly the US. These include
managers like TA Associates, KKR, Silver Lake, PAI Partners and Apollo. A
grouping of more specialist managers has been opportunistically added over
time with financials specialist Reverence Capital Partners and healthcare
specialist OrbiMed good examples while more recently commitments have been
made to venture capital groups like Mayfield, Khosla Ventures and GGV. We
continue to believe that the OWIL portfolio strongly complements the Company's
own investments, with the private equity investments since 2014 creating a
significant point of difference. Ocean Wilsons paid a final dividend of 122
cents per share on 28 May 2025 and an interim dividend payment of 59 cents per
share on 18 July 2025.
Alec Letchfield
Chief Investment Officer
29 October 2025
The Portfolio
As at 30 September 2025
Investments Price Dealing Fair value % of net
date
frequency
£000 assets
Core Regional / Thematic Funds
iShares Core S&P 500 UCITS ETF 30-Sep-25 Daily 52,355 10.8
Findlay Park American Fund 29-Sep-25 Daily 18,745 3.9
BlackRock Strategic Equity Hedge Fund 26-Sep-25 Monthly 18,359 3.8
Select Equity Offshore Ltd 26-Sep-25 Monthly 15,530 3.2
Pershing Square Holdings Ltd 30-Sep-25 Daily 15,193 3.1
Polar Capital Fund - Global Technology 29-Sep-25 Daily 15,113 3.1
Schroder ISF Asian Total Return 30-Sep-25 Daily 13,890 2.9
Helikon Long Short Equity Fund ICAV 26-Sep-25 Monthly 13,627 2.8
iShares Expanded Tech Sector ETF 30-Sep-25 Daily 10,463 2.2
Schroder ISF Global Recovery 30-Sep-25 Daily 10,347 2.1
Polar Capital Global Insurance Fund 29-Sep-25 Daily 9,177 1.9
BA Beutel Goodman US Value Fund 29-Sep-25 Daily 8,954 1.8
iShares Core MSCI Europe UCITS ETF 30-Sep-25 Daily 8,493 1.7
Simplex Value Up Trust 31-Aug-25 Monthly 7,350 1.5
Egerton Long - Short Fund Limited 26-Sep-25 Monthly 6,604 1.4
Redwheel Next Generation Emerging Markets Equity Fund 29-Sep-25 Daily 6,007 1.2
Armistice Capital Offshore Fund Ltd 31-Aug-25 Quarterly 5,885 1.2
iShares Core EM IMI UCITS ETF 30-Sep-25 Daily 5,490 1.1
RA Capital International Healthcare Fund 01-Sep-25 Quarterly 4,585 0.9
Arcus Japan Fund 30-Sep-25 Daily 4,517 0.9
BlackRock Frontiers Investment Trust PLC 30-Sep-25 Daily 4,495 0.9
NTAsian Discovery Fund 15-Sep-25 Monthly 4,442 0.9
Worldwide Healthcare Trust PLC 30-Sep-25 Daily 3,196 0.7
Alma Eikoh Japan Large Cap Equity Fund 30-Sep-25 Daily 3,179 0.7
265,996 54.7
Strategic
Ocean Wilsons Holdings Limited 30-Sep-25 Illiquid 106,622 21.9
106,622 21.9
Global Equities (direct)
Interactive Brokers Group Inc 30-Sep-25 Daily 11,109 2.3
Subsea 7 30-Sep-25 Daily 5,107 1.0
Bergman & Beving 30-Sep-25 Daily 4,970 1.0
Arch Capital Group 30-Sep-25 Daily 4,791 1.0
CTT Correios de Portugal 30-Sep-25 Daily 4,488 0.9
Eurowag 30-Sep-25 Daily 4,392 0.9
Grupo Catalana Occidente SA 30-Sep-25 Daily 3,341 0.7
CK Hutchison 30-Sep-25 Daily 3,147 0.6
Glencore PLC 30-Sep-25 Daily 2,801 0.6
4imprint 30-Sep-25 Daily 2,258 0.5
International Petroleum Corporation 30-Sep-25 Daily 2,232 0.5
Orion SA 30-Sep-25 Daily 1,614 0.3
EXOR NV 30-Sep-25 Daily 872 0.2
Coats Group PLC 30-Sep-25 Daily 728 0.1
Qualitas Controladora S.A.B de C.V. 30-Sep-25 Daily 407 0.1
52,257 10.7
Diversifying
DV4 Ltd(1) 30-Jun-25 Fixed Life 7,742 1.6
Global Event Partners Ltd 26-Sep-25 Quarterly 5,055 1.0
Selwood AM - Liquid Credit Strategy 31-Aug-25 Monthly 4,426 0.9
Nephila Iron Catastrophe Fund Ltd 31-Aug-25 Half yearly 3,662 0.8
Apollo Total Return Fund 31-Aug-25 Quarterly 3,379 0.7
CQS Credit Multi Asset Fund 31-Aug-25 Monthly 3,165 0.7
Prana Absolute Return Fund 26-Sep-25 Quarterly 3,083 0.6
BlackRock Systematic Total Alpha Fund Ltd 26-Sep-25 Monthly 2,839 0.6
BioPharma Credit PLC 30-Sep-25 Daily 2,759 0.6
John Street Systematic Fund Limited 26-Sep-25 Monthly 2,051 0.4
Winton Trend Fund UCITS 29-Sep-25 Daily 1,932 0.4
Schroder GAIA BlueTrend 29-Sep-25 Daily 1,907 0.4
Vanguard US Government Bond Index Fund 30-Sep-25 Daily 1,588 0.3
Hudson Bay International Fund Ltd 26-Sep-25 Quarterly 1,506 0.3
Lazard Convertible Global 29-Sep-25 Daily 802 0.2
45,896 9.5
Private Assets(1)
Khosla Ventures VIII, L.P. 30-Jun-25 Fixed life 727 0.1
TA XV-B, L.P. 30-Jun-25 Fixed life 601 0.1
Gryphon VI Top-Up Co-Investment Fund 30-Jun-25 Fixed life 415 0.1
BPEA EQT Mid-Market Growth Partnership, SCSp 30-Jun-25 Fixed life 266 0.1
TrueBridge Direct Fund III, L.P. 30-Jun-25 Fixed life 190 0.1
GGV Discovery IV-US, L.P. 30-Jun-25 Fixed life 160 0.0
Triton Fund 6 SCSp 30-Jun-25 Fixed life 128 0.0
TrueBridge Capital Partners Fund VIII, L.P. 30-Jun-25 Fixed life 115 0.0
GGV Discovery IV-ASIA, L.P. 30-Jun-25 Fixed life 62 0.0
2,664 0.5
Total investments 473,435 97.3
Net current assets 13,013 2.7
Net assets 486,448 100.0
(1) The holdings within the private assets sleeve are unlisted Private Equity
holdings. DV4 Ltd is an evergreen private investment structure but is
considered part of the Diversifying sleeve. For both, their values are
estimated and disclosed as Level 3 Assets in the Financial Statements.
Half-Year Management Report
The Board
Your Board consists of the following persons, each of whom brings certain
individual and complementary skills and experience to the Board's workings:
Jonathan Davie (Chairman of the Board and Management Engagement Committee);
Richard Lightowler (Chairman of the Audit Committee); Simona Heidempergher
(Chairman of the Nomination Committee and Chairman of the Remuneration
Committee); Pedro Gonçalves and William Salomon.
Individual profiles for each member of the Board can be found in the Company's
Annual Report each year. These can also be found on our website, together with
summaries of each of the Governance Committees of the Board.
Principal risks and uncertainties
The principal risks and uncertainties facing the Company are materially the
same as those reported in the Annual Report of the Company for the year ended
31 March 2025.
The principal risks and uncertainties identified are as follows:
External risks
Market risk - long-term company share performance: Includes interest rate,
currency, equity, credit, inflation, concentration, liquidity and macro
geopolitical risks.
Performance risk, share price, liquidity and discount monitoring: Includes low
market trading volumes of Company shares and the discount to the NAV becoming
inherent in the share price.
Tax, accounting, legal and regulatory risks: Includes adverse outcomes
resulting from legislative changes to tax, legal and regulatory requirements.
Adverse outcomes from not meeting ESG expectations.
Reputational risk: Includes negative behaviours, publications or market
sentiment impacting the reputation of the Company.
Internal risks
Operational risk: Risks associated with process, system and control failures
including those associated with the Company's third-party service providers.
Operational areas considered include liquidity, safeguarding of assets and
reliability of financial reporting.
Gearing/balance sheet risk: Risks of over-gearing the balance sheet and
creating financial stress on the Company.
Further details on the above principal risks and uncertainties can be found on
pages 37 and 38 of the Annual Report of the Company for the year ended 31
March 2025.
Related party transactions
During the period, Hansa Capital Partners LLP charged portfolio management
fees and administrative services fees to the Company, amounting to £1,818,000
excluding VAT (six months to 30 September 2024: £1,702,000; year to 31 March
2025: £3,346,000). Amounts outstanding at 30 September 2025 were £280,000
(30 September 2024: £288,000; 31 March 2025: £289,000).
Going concern
Having undertaken a rigorous review of the Company's resources over a period
of at least 12 months from the date of approval of the half-yearly financial
statements, no material uncertainties have been identified, and the Company
has adequate financial resources to continue in existence for the foreseeable
future. Therefore, the Directors consider it appropriate to continue to adopt
the going concern basis in preparing the financial statements.
The long-term viability statement of the Company can be found on page 38 of
the Annual Report for the year ended 31 March 2025.
Directors' Responsibilities
The Board is charged by the shareholders with responsibility for oversight of
the affairs of the Company. It involves the stewardship of the Company's
assets and liabilities and the pursuit of growth of shareholder value. These
responsibilities remain unchanged from those detailed in the last Annual
Report.
The Board of Directors confirm to the best of its knowledge that:
the condensed set of financial statements contained within the Half-Year
Report have been prepared in accordance with International Accounting Standard
34 'Interim Financial Reporting', and give a true and fair value of the
assets, liabilities, financial position and profit or loss of the Company as
required by DTR 4.2.4R of the Financial Conduct Authority's ('FCA') Disclosure
Guidance and Transparency Rules.
the Half-Year Management Report includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R of the FCA's Disclosure, Guidance and
Transparency Rules.
Jonathan Davie
Chairman
29 October 2025
Financial Statements
Income Statement
For the six months ended 30 September 2025
(Unaudited) (Unaudited) (Audited)
Six months ended Six months ended Year ended
30 September 2025 30 September 2024 31 March 2025
Note Revenue Capital Total Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000 £000 £000 £000
Gains on investments held at fair value - 16,740 16,740 - 8,828 8,828 - 7,686 7,686
through profit or loss
Foreign Exchange gains/(losses) - 3 3 - 201 201 - (146) (146)
Income
Investment income 2 13,811 156 13,967 7,145 - 7,145 7,989 9 7,998
13,811 16,899 30,710 7,145 9,029 16,174 7,989 7,549 15,538
Expenses
Portfolio management fees (1,818) - (1,818) (1,644) - (1,644) (3,346) - (3,346)
Other expenses (2,544) - (2,544) (914) - (914) (1,916) - (1,916)
(4,362) - (4,362) (2,558) - (2,558) (5,262) - (5,262)
Income for the period 9,449 16,899 26,348 4,587 9,029 13,616 2,727 7,549 10,276
Return per Ordinary and 'A' non-voting 4 7.9p 14.1p 22.0p 3.8p 7.5p 11.3p 2.3p 6.3p 8.6p
Ordinary share
The Company does not have any income or expense not included in the above
Statement. Accordingly, the "Income for the period" is also the "Total
Comprehensive Income for the Year", as defined in IAS 1 (revised) and no
separate Statement of Comprehensive Income has been presented.
The total column of this Statement represents the Income Statement, prepared
in accordance with IFRS Accounting Standards ("IFRS").
All revenue and capital items in the above Statement derive from continuing
operations.
The accompanying notes are an integral part of this Statement.
Balance Sheet
As at 30 September 2025
Note (Unaudited) (Unaudited) (Audited)
30 September 2025 30 September 2024 Year ended
£000 £000 31 March 2025
£000
Non-current assets
Investments held at fair value through profit or loss 8 473,435 458,276 452,757
473,435 458,276 452,757
Current assets
Trade and other receivables 3,738 4,749 4,793
Cash and cash equivalents 9,788 3,716 4,933
13,526 8,465 9,726
Current liabilities
Trade and other payables (513) (498) (1,423)
Net current assets 13,013 7,967 8,303
Net assets 486,448 466,243 461,060
Capital and reserves
Called up share capital 1,200 1,200 1,200
Contributed surplus 322,839 322,839 322,839
Retained earnings 162,409 142,204 137,021
Total shareholders' funds 486,448 466,243 461,060
Net asset value per Ordinary and 'A' non-voting Ordinary share 6 405.4p 388.5p 384.2p
The accompanying notes are an integral part of this Statement.
Statement of Changes in Equity
For the six months ended 30 September 2025 (unaudited) Note Share Contributed Retained Total
capital surplus earnings £000
reserve
£000
£000
£000
Equity at 1 April 2025 1,200 322,839 137,021 461,060
Profit for the period - - 26,348 26,348
Dividends 3 - - (960) (960)
Equity at 30 September 2025 1,200 322,839 162,409 486,448
For the six months ended 30 September 2024 (unaudited) Note Share Contributed Retained Total
capital surplus earnings £000
reserve
£000
£000
£000
Equity at 1 April 2024 1,200 322,839 130,508 454,547
Profit for the period - - 13,616 13,616
Dividends 3 - - (1,920) (1,920)
Equity at 30 September 2024 1,200 322,839 142,204 466,243
For the year ended 31 March 2025 (audited) Note Share Contributed Retained Total
capital surplus earnings £000
reserve
£000
£000
£000
Equity at 1 April 2024 1,200 322,839 130,508 454,547
Sales proceeds of unclaimed shareholdings sold in the market - - 61 61
Return of unclaimed dividends relating to shareholdings sold in the market - - 16 16
Profit for the year - - 10,276 10,276
Dividends 3 - - (3,840) (3,840)
Equity at 31 March 2025 1,200 322,839 137,021 461,060
The accompanying notes are an integral part of this Statement.
Cash Flow Statement
For the six months ended 30 September 2025
(Unaudited) (Unaudited) (Audited)
Six months ended Six months Year ended
30 September ended 31 March
2025 30 September 2025
£000 2024 £000
£000
Cash flows from operating activities
Income* 26,348 13,616 10,276
Adjustments for:
Realised gains on investments (5,719) (4,329) (16,307)
Unrealised (gains)/losses on investments (11,021) (4,499) 8,621
Foreign exchange (43) (201) 146
Decrease/(increase) in trade and other receivables 1,055 (3,286) (3,330)
(Decrease)/increase in trade and other payables (910) 77 1,002
Purchase of non-current investments (28,398) (25,170) (93,538)
Sale of non-current investments 24,460 24,876 97,620
Net cash inflow from operating activities 5,772 1,084 4,490
Cash flows from financing activities
Sales proceeds of unclaimed shareholdings sold in the market - - 61
Return of unclaimed dividends relating to shareholdings sold in the market - - 16
Dividends paid (960) (1,920) (3,840)
Bank overdraft - - (1)
Net cash outflow from financing activities (960) (1,920) (3,764)
Increase/(decrease) in cash and cash equivalents 4,812 (837) 727
Cash and cash equivalents at start of financial period 4,933 4,352 4,352
Effect of foreign exchange rate changes 43 201 (146)
Cash and cash equivalents at end of period 9,788 3,716 4,933
* Includes dividends received of £13,811,000 (30 September 2024: £6,981,000;
31 March 2025: £7,653,000) and interest received of £nil (30 September 2024:
£nil; 31 March 2025: £nil).
The accompanying notes are an integral part of this Statement.
Notes to the Financial Statements
1 Accounting policies
Hansa Investment Company Limited is a company limited by shares, registered
and domiciled in Bermuda with its registered office shown towards the end of
the report. The principal activity of the Company is an investment vehicle.
(a) Basis of preparation
The Financial Statements of the Company have been prepared in
accordance with IFRS Accounting Standards ("IFRS"). IFRS means standards and
interpretations issued (or adopted) by the International Accounting Standards
Board (they comprise: International Reporting Standards, International
Accounting Standards (IAS) and Interpretations developed by the IFRS
Interpretations Committee or the former Standing Interpretations Committee
(SIC)).
These Financial Statements are presented in sterling because that
is the currency of the primary economic environment in which the Company
operates.
The Financial Statements have been prepared on a going concern
basis under the historic cost convention, modified by financial assets held at
fair value through profit or loss with the assertion of the Board. The
Financial Statements have also been prepared in accordance with the AIC
Statement of Recommended Practice (SORP) for investment trusts, issued by the
AIC in July 2022, to the extent that the SORP does not conflict with IFRS. The
material accounting policy information adopted is set out below.
(b) Presentation of Income Statement
In order to better reflect the activities of an investment company
and in accordance with guidance issued by the AIC, supplementary information
which analyses the Income Statement between items of a revenue and capital
nature, has been presented alongside the Income Statement.
(c) Non-current investments
As the Company's business is investing in financial assets, with a
view to profiting from their total return in the form of income received and
increases in fair value, investments are classified at fair value through
profit in accordance with IFRS 9. The Company manages and evaluates the
performance of these investments on a fair value basis, in accordance with its
investment strategy and information about the investments is provided on this
basis to the Board of Directors.
Investments are recognised and de-recognised on the trade date. For
listed investments fair value is deemed to be bid market prices, or closing
prices for SETS stocks sourced from the London Stock Exchange. SETS is the
London Stock Exchange's electronic trading service, covering most of the
market including all FTSE 100 constituents and most liquid FTSE 250
constituents, along with some other securities.
Fund investments are stated at fair value through profit or loss as
determined by using the most recent available valuation which is considered
to be fair value at the Balance Sheet date. In some cases, this will be by
reference to the most recent valuation statement supplied by the fund's
manager. In other cases, values may be available through the fund being listed
on an exchange or via pricing sources such as Bloomberg.
Private equity investments are stated at fair value through profit
or loss in accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Private equity investments are carried at the
fair value as reported by the Private Equity Fund Manager (PEFM). In the
absence of a valuation by the PEFM at the balance sheet date, additional
procedures to determine the reasonableness of the fair value estimate for
inclusion in the Financial Statements are performed. These may include direct
enquiries of the PEFM of the investment to understand, amongst others,
valuation process and techniques used, external experts used in the valuation
process and updated details of the underlying portfolio. In addition, the
Company can obtain external independent valuation data and benchmarks to
validate fair value estimates. Further, recent arms-length market transactions
between knowledgeable and willing parties where available might also be
considered. Subsequent to the balance sheet date, the Administrator, will
review subsequent valuations released by the Private Equity fund to look for
consistency with the estimations made as described above.
Unrealised gains and losses, arising from changes in fair value,
are included in net profit or loss for the period as a capital item in the
Income Statement and are ultimately recognised in the Capital Reserves.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, short-term
deposits and cash funds with an original maturity of three months or less and
are subject to an insignificant risk of changes in capital value.
(e) Investment Income and return of capital
Dividends receivable on equity shares are recognised on the
ex-dividend date. Where no ex-dividend date is quoted, dividends are
recognised when the Company's right to receive payment is established.
Dividends and Real Estate Investment Trusts' (REIT) income are all stated net
of withholding tax. In many cases, Bermudan companies cannot recover foreign
incurred taxes withheld on dividends and capital transactions. As a result,
any such taxes incurred will be charged as an expense and included here.
When an investee company returns capital to the Company, the amount
received is treated as a reduction in the book cost of that investment and
is classified as sale proceeds.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses are
charged through the revenue column of the Income Statement except expenses
which are incidental to the acquisition or disposal of an investment which are
charged to the capital column of the Income Statement.
(g) Taxation
Under Bermudan law, to the extent the Company remains out of scope
of the Corporate Income Tax Act 2023 (the "CIT Act"), the Company is not
required to pay taxes in Bermuda on either income or capital gains.
Bermuda enacted the CIT Act on 27 December 2023. Entities subject
to tax under the CIT Act are the Bermuda constituent entities of
multi-national groups. A multi-national group is defined under the CIT Act as
a group with entities in more than one jurisdiction with consolidated revenues
of at least EUR750mm for two out of the four previous fiscal years. If Bermuda
constituent entities of a multi-national group are subject to tax under the
CIT Act, such tax is charged at a rate of 15 per cent of the net taxable
income of such constituent entities as determined in accordance with and
subject to the adjustments set out in the CIT Act (including in respect of
foreign tax credits applicable to the Bermuda constituent entities).
Consolidated revenues of the Company's group are less than EUR750mm
in each previous fiscal year. On this basis, the Company is not, and neither
is it expected to be, in scope of the CIT Act regime.
(h) Foreign Currencies
Transactions denominated in foreign currencies are recorded in the
local currency, at the actual exchange rates as at the date of the
transaction. Assets and liabilities denominated in foreign currencies at the
balance sheet date are reported at the rate of exchange prevailing at the
balance sheet date. Any gains or losses arising from a change in exchange
rates, subsequent to the date of the transaction, are included as exchange
gains or losses in the capital or revenue column of the Income Statement,
depending on whether the gains or losses are of a capital or revenue nature
respectively.
(i) Retained Earnings
Contributed Surplus
The following are credited or charged to this reserve via the
capital column of the Income Statement:
gains and losses on the disposal of investments;
exchange differences of a capital nature;
expenses charged to the capital column of the Income Statement in accordance
with the above accounting policies; and
increases and decreases in the valuation of investments held at the balance
sheet date.
Revenue Reserves
The following are credited or charged to this reserve via the
revenue column of the Income Statement:
net revenue recognised in the revenue column of the Income Statement.
Under Bermudan Company Law, Retained Earnings and Contributed
Surplus Reserve are both distributable.
(j) Significant Judgements and Estimates
The key significant estimate to report, concerns the Company's
valuation of its holding in DV4 Ltd. DV4 is valued using the most recent
estimated NAV as advised to the Company by DV4, adjusted for any further
drawdowns, distributions or redemptions between the valuation date and 30
September 2025. The most recent valuation statement was received on 29
September 2025, stating the value of the Company's holding as at 30 June 2025.
In the absence of a valuation for 30 September 2025 from DV4, the Company
performed additional procedures to determine the reasonableness of the fair
value estimate for inclusion in the Financial Statements. Direct enquiries of
the manager of DV4 were made in July 2020 to understand, amongst others,
valuation process and techniques used, external experts used in the valuation
process and updated details of underlying property portfolio. It has been
confirmed with DV4's manager that the valuation procedures discussed in July
2020 are still the same used now. In addition, the Company has compared the
historic valuation movements of DV4 to the CBRE Monthly Index, which monitors
UK commercial property performance. Based on the information obtained and
additional analysis performed, the Company is satisfied that DV4 is carried in
these Financial Statements at an amount that represents its best estimate of
fair value at 30 September 2025. It is believed the value of DV4 as at 30
September 2025 will not be materially different, but this valuation is based
on historic valuations by DV4, does not have a readily available third party
comparator and, as such, is an estimate. There are no significant judgements.
(k) Adoption of new and revised standards
At the date of authorisation of these Financial Statements there
were no standards and amendments to standards, which have not been applied in
these Financial Statements.
In the current financial period the Company has applied the
following amendments to standards:
Amendments to IAS1 'Classification of liabilities' (effective for accounting
periods beginning on or after 1 January 2025)
There is no material impact on the Financial Statements or the
amounts reported from the adoption of these amendments to the standards.
Relevant International Accounting Standards that have yet to be
adopted:
There are no relevant international accounting standards that are yet to be
adopted.
(l) Operating Segments
The Company considers it has one operating segment for the purposes
of IFRS 8.
2 Income
Revenue Revenue Revenue
(Unaudited) (Unaudited) (Audited)
Six months ended Six months Year ended
30 September ended 31 March
2025 30 September 2025
£000 2024 £000
£000
Income from quoted investments
Dividends 13,811 7,145 7,998
Total income 13,811 7,145 7,998
Note: Of the dividend income received during the financial period, £8.6m (6
months to 30 September 2024: £6.2m) was received from the Company's Strategic
Holding in Ocean Wilsons by way of a dividend received on 28 May 2025. A
further £4.0m was received by way of a dividend on 18 July 2025. The
remainder was received from holdings within the Global Equity (direct) &
Core Regional sleeves.
3 Dividends paid
(Unaudited) (Unaudited) (Audited)
Six months ended Six months Year ended
30 September ended 31 March
2025 30 September 2025
£000 2024 £000
£000
Fourth interim dividend for 2024 (paid 31 May 2024): 0.8p (2023: 0.8p) - 960 960
First interim dividend for 2025 (paid 30 August 2024): 0.8p (2024: 0.8p) - 960 960
Second interim dividend for 2025 (paid 31 November 2024): 0.8p (2024: 0.8p) - - 960
Third interim dividend for 2025 (paid 25 February 2025): 0.8p (2024: 0.8p) - - 960
Fourth interim dividend for 2025 (paid 30 May 2025): 0.8p 960 - -
Total dividends paid 960 1,920 3,840
Where there has been no revenue available for distribution by way of dividend
for the year, dividends have been paid from capital reserves, specifically
contributed surplus which is permitted by Bermudan company law.
As noted in the Chairman's Report, in anticipation of the Combination with
Ocean Wilsons, the Board announced a proposed Capital Allocation policy that:
(i) prioritises annual share buybacks of between 2% and 4% of its shares; and
(ii) pay dividends only to the extent required to ensure that the new combined
company is not treated as a non-mainstream pooled investment. The Company will
not announce any interim dividends ahead of the decision of the Bermudan Court
regarding the Combination. The Board would assess the Company's options should
the Combination not proceed.
4 Return per shares
The returns stated below are based on 40,000,000 Ordinary shares and
80,000,000 'A' non-voting Ordinary shares totalling 120,000,000 shares, being
the weighted average number of shares in issue during the period.
Revenue Capital Total
£000 Pence £000 Pence £000 Pence
per share
per share
per share
Six months ended 30 September 2025 (Unaudited) 9,449 7.9p 16,899 14.1p 26,348 22.0p
Six months ended 30 September 2024 (Unaudited) 4,587 3.8p 9,029 7.5p 13,616 11.3p
Year ended 31 March 2025 (Audited) 2,727 2.3p 7,549 6.3p 10,276 8.6p
5 Financial information
The financial information for the six months ended 30 September 2025 was
approved by a committee of the Board of Directors on 29 October 2025.
6 Net asset value per share
The NAV per share is based on the net assets attributable to equity
shareholders of £486,448,000 (30 September 2024: £466,243,000; 31 March 2025
£461,060,000) and on 120,000,000 shares being the number of shares in issue
at the period ends.
7 Outstanding commitments and contingencies
The Company has the following outstanding commitments as at 30 September 2025
(30 September 2024: £8.9m; 31 March 2025: £8.1m).
Fund Commitment in local currency Converted to GBP
OrbiMed Private Investments X, LP $3,000,000 2,231,977
TA XV-B, L.P. $2,736,000 2,035,563
Triton Fund 6 SCSp €1,501,437 1,310,841
BPEA EQT Mid-Market Growth Partnership, SCSp $1,567,082 1,165,897
Gryphon VI Top-Up Co-Investment Fund $889,935 662,105
TrueBridge Capital Partners Fund VIII, L.P. $729,000 542,370
GGV Discovery IV-ASIA, L.P. $513,000 381,668
Khosla Ventures VIII, L.P. $370,800 275,872
GGV Discovery IV-US, L.P. $369,000 274,533
TrueBridge Direct Fund III, L.P. $60,000 44,640
Total 8,925,466
8 Fair value hierarchy
IFRS 13 'Fair Value Measurement' requires an entity to classify fair value
measurements, using a fair value hierarchy that reflects the significance of
the inputs used in making the measurements. The fair value hierarchy has the
following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability not based on observable market data
(unobservable inputs).
The financial assets and liabilities measured at fair value in the Statement
of Financial Position are grouped into the fair value hierarchy and valued in
accordance with the accounting policies in Note 1, are detailed below:
30 September 2025 (unaudited) Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Financial assets at fair value through profit or loss
Quoted equities 175,356 - - 175,356
Unquoted equities - - 10,406 9,863
Fund investments 76,800 210,873 - 288,216
Fair Value 252,156 210,873 10,406 473,435
30 September 2024 (unaudited) Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Financial assets at fair value through profit or loss
Quoted equities 199,241 - - 199,241
Unquoted equities - - 8,165 8,165
Fund investments 52,788 198,082 - 250,870
Fair Value 252,029 198,082 8,165 458,276
31 March 2025 (audited) Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Financial assets at fair value through profit or loss
Quoted equities 198,000 - - 198,000
Unquoted equities - - 9,217 9,217
Fund investments 69,022 176,518 - 245,539
Fair Value 267,022 176,518 9,217 452,757
There have been no transfers during the period between levels.
The Company's policy is to recognise transfers into and out of the different
fair value hierarchy levels at the date of the event or change in
circumstances that caused the transfer to occur.
A reconciliation of fair value measurements in Level 3 is set out in the
following table:
(Unaudited) (Unaudited) (Audited)
30 September 30 September 31 March
2025 2024 2025
equity equity equity
investments investments investments
£000 £000 £000
Opening Balance 9,217 8,040 8,040
Purchase 1,054 919 1,132
Total gains or losses included in gains on investments in the Income
Statement:
on assets held at period end 135 (794) 45
Closing Balance 10,406 8,165 9,217
As at 30 September 2025, the investment in DV4 has been classified as Level 3.
This is because the investment has been valued using the most recent estimated
NAV as advised to the Company by DV4, adjusted for any further drawdowns,
distributions or redemptions between the valuation date and 30 September 2025.
The most recent valuation statement was received on 29 September 2025 and
relates to the DV4 portfolio at 30 June 2025. Additionally, the underlying
assets of DV4 are all Real Estate in nature and, as such, there is not a
readily comparable market of identical assets for valuation purposes. In the
absence of a valuation for 30 September 2025 from DV4, the Company performed
additional procedures to determine the reasonableness of the fair value
estimate for inclusion in the Financial Statements. Direct enquiries of the
manager of DV4 were made in July 2020 to understand, amongst others, valuation
process and techniques used, external experts used in the valuation process
and updated details of underlying property portfolio. In addition, the Company
has obtained external independent valuation data and compared the historic
valuation movements of DV4 to that data. It has been confirmed with DV4's
manager that the valuation procedures discussed in July 2020 are still the
same used now. In addition, the Company has compared the historic valuation
movements of DV4 to the CBRE Monthly Index, which monitors UK commercial
property performance. Based on the information obtained and additional
analysis performed the Company is satisfied that DV4 is carried in these
Financial Statements at an amount that represents its best estimate of fair
value at 30 September 2025. It is believed the value of DV4 as at 30 September
2025 will not be materially different, but this valuation is based on historic
valuations by DV4, does not have a readily available third party comparator
and, as such, is an estimate. If the value of the investment was to increase
or decrease by 10%, while all other variables remained constant, the return
and net assets attributable to shareholders for the period ended 30 September
2025 would have increased or decreased by £774,000 (2024: £756,000). The
Board considers 10% to be a potential movement between valuation periods borne
out by historic valuation trends. However, this does not preclude the
valuation moving a greater amount than 10% in the future.
Investor Information
Company information
The Company currently manages its affairs so as to be a qualifying investment
company for ISA purposes, for both the Ordinary and 'A' non-voting Ordinary
shares. It is the present intention that the Company will conduct its affairs
so as to continue to qualify for ISA products. In addition, the Company
currently conducts its affairs so shares issued by Hansa Investment Company
Limited can be recommended by independent financial advisers to ordinary
retail investors, in accordance with the Financial Conduct Authority's (FCA)
rules in relation to non-mainstream investment products and intends to
continue to do so for the foreseeable future. The shares are excluded from the
FCA's restrictions which apply to non-mainstream investment products, because
they are excluded securities as defined in the FCA Handbook Glossary. Finally,
Hansa Investment Company Limited is registered as a Reporting Financial
Institution with the US IRS for FATCA purposes.
Capital structure
The Company has 40,000,000 Ordinary shares of 1p each and 80,000,000 'A'
non-voting Ordinary shares of 1p each in issue. The Ordinary shareholders are
entitled to one vote per Ordinary share held. The 'A' non-voting Ordinary
shares do not entitle the holders to vote or receive notice of meetings, but
in all other respects they have the same rights as the Company's Ordinary
shares.
Secretary and registered office
Conyers Corporate Services (Bermuda) Limited
Clarendon House
2 Church Street PO Box HM666
Hamilton HM CX Bermuda
Board of Directors
Jonathan Davie, Chairman
Simona Heidempergher
Richard Lightowler
Pedro Gonçalves
William Salomon
Investor disclosure
AIFMD
Hansa Investment Company Limited's AIFMD Investor Disclosure document can be
found on its website. The document is a regulatory requirement and summarises
key features of the Company for investors.
Packaged Retail and Insurance‑based Investment Products (PRIIPs)
The Company's AIFM, Hanseatic Asset Management LBG, is responsible for
applying the product governance rules defined under the MiFID II legislation
on behalf of Hansa Investment Company Limited. Therefore, the AIFM is deemed
to be the 'Manufacturer' of Hansa Investment Company's two share classes.
Under MiFID II, the Manufacturer must make available Key Information Documents
(KIDs) for investors to review if they so wish ahead of any purchase of the
Company's shares.
Links to these documents can be found on the Company's website:
www.hansaicl.com.
Service providers
Independent Auditors
PricewaterhouseCoopers LLP
Solicitors
Bermuda: Conyers Dill & Pearman Limited
UK: Dentons UK and Middle East LLP
Custodian
Banque Lombard Odier & Cie SA
Stockbroker
Winterflood Securities
Administrator
Juniper Partners
Alternative Investment Fund Manager
Hanseatic Asset Management LBG
Financial calendar
Company year end
31 March
Annual Report sent to shareholders
June
Annual General Meeting
July/August
Shareholder presentation
November
Half-year Report released to shareholders
October
Interim dividend payments
The Board has given active consideration to its future policies for capital
allocation, share buybacks and dividends. As previously outlined in the
Chairman's statement, as well as in the Prospectus and Circular documents
relating to the Combination, the Board has proposed a Capital Allocation
policy that:
(i) prioritises annual share buybacks of between 2% and 4% of
its shares; and
(ii) pays dividends only to the extent required to ensure that
the new combined company is not treated as a non-mainstream pooled investment.
The Company will not announce any interim dividends ahead of the decision of
the Bermudan Court regarding the Combination. The Board would assess the
Company's options should the Combination not proceed.
Share price listings
The price of your shares can be found on our website. In addition, share price
information for Ordinary shares / 'A' non-voting Ordinary shares can be found
via the following codes:
ISIN
BMG428941162 / BMG428941089
SEDOL
BKLFC18 / BKLFC07
Reuters
HAN.L / HANA.L
Bloomberg
HAN LN / HANA LN
TIDM
HAN / HANA
Legal Entity Identifier
213800RS2PWJXS2QDF66
Further information about Hansa Investment Company Limited, including monthly
fact sheets, Stock Exchange announcements and shareholder presentations, can
be found on the Company's website: www.hansaicl.com
Please contact the Portfolio Manager, as below, if you have any queries
concerning the Company's investments or performance.
Portfolio Manager and additional administrative services provider
Hansa Capital Partners LLP
6th Floor North, 20 Balderton Street, London, W1K 6TL
Telephone: +44 (0) 207 647 5750
Email: hiclenquiry@hansacap.com
Website: www.hansagrp.com
Please contact the Registrars, as below, if you have a query about a
certificated holding in the Company's shares.
Registrar
Computershare Investor Services (Bermuda) Limited
c/o 13 Castle Street, St Helier, Jersey, JE1 1ES
Telephone: +44 (0) 370 707 4040
Email: info@computershare.co.je
Website: www.computershare.com/je
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 08:30 and 17:30, Monday to Friday
excluding public holidays in England and Wales.
Please contact Georgeson, as below, if you have received a notice regarding
shareholding reunification and unclaimed dividends,
Asset reunification
Georgeson
Telephone: 0800 953 0077
International telephone: +44 (0) 370 703 006
Email: assetreunification@georgeson.com
Website: www.georgeson.com/unclaimed
Register for updates
To receive the latest news
and views on the Company, please register at
www.hansaicl.com (http://www.hansaicl.com)
Glossary of Terms
Association of Investment Companies (AIC)
The Association of Investment Companies is the UK trade association for
closed-ended investment companies (www.theaic.co.uk). Despite the Company not
being UK domiciled, the Company is UK listed and operates in most ways in a
similar manner to a UK Investment Trust. Therefore, the Company is a member of
the AIC, the Company follows the AIC Code of Corporate Governance and the
Board considers that the AIC's guidance on issues facing the industry remains
very relevant to the operations of the Company.
Alternative Investment Fund Managers Directive
(AIFMD)
The AIFMD is a regulatory framework for alternative investment fund managers
(AIFMs), including managers of hedge funds, private equity firms and
investment trusts. Its scope is broad and, with a few exceptions, covers the
management, administration and marketing of alternative investment funds
(AIFs). Its focus is on regulating the AIFM rather than the AIFs.
Annual Dividend / Dividend
The amount paid by the Company to shareholders in dividends (cash or
otherwise) relating to a specific financial year of the Company.
Bid Price
The price at which you can sell shares determined by supply
and demand.
Capital Structure
The stocks and shares that make up a company's capital i.e. the amount of
ordinary and preference shares, debentures and unsecured loan stock etc. which
are in issue.
Closed‑ended
A company with a fixed number of shares in issue.
Custodian
A financial institution acting as a holder of securities for safekeeping.
Discount
When the share price is lower than the NAV, it is referred to as trading at a
discount. The discount is expressed as a percentage of the NAV.
Expense Ratio
An expense ratio is determined through an annual calculation, where the
operating expenses are divided by the average NAV. Note there is also a
description of an additional PRIIPs KID Ongoing Charges Ratio explained in the
Annual Report.
Five Year Rolling NAV Return (per annum)
The rate at which, compounded for five years, will equal the five year NAV
total return to end March, assuming dividends are always reinvested at pay
date.
Five Year NAV and Share Price Total Return
Rebased from 0% at the start of the five year period, this is the rate at
which the Company's NAV and share prices would have returned at any period
from that starting point, assuming dividends are always reinvested at pay
date. Where relevant, the Company will continue to quote results from its
predecessor, Hansa Trust Ltd, as part of that reporting so shareholders can
see the longer-term performance of the portfolio.
Gearing
Gearing refers to the level of borrowing related to equity capital.
Hedging
Strategy used to reduce risk of loss from movements in interest rates, equity
markets, share prices or currency rates.
Issued Share Capital
Issued share capital is the total number of shares subscribed to by the
shareholders.
Key Information Document (KID)
This is a document of a form stipulated under the EU PRIIPs Regulations. It
provides basic, pre-contractual, information about the Company and its share
classes in a simple and accessible manner. It is not marketing material. The
UK Government has legislated to replace the EU PRIIPS regime with a new
framework, with new rules expected to be in place from 1 January 2027 and the
FCA has subsequently issued a temporary exemption for Investment Companies
from producing a UK KID document. However, the Company understands that the
automated systems for many investment platforms still require a KID to be
produced. Therefore, the Company's AIFM will be producing an amended UK KID.
Key Performance Indicators (KPIs)
A set of quantifiable measures a company uses to gauge its performance over
time. These metrics are used to determine a company's progress in achieving
its strategic and operational goals and also to compare a company's finances
and performance against other businesses within its industry. In the case of
historic information, the KPIs will be compared against data of both the
Company and, prior to the Company's formation, from Hansa Trust Ltd.
Market Capitalisation
The market value of a company's shares in issue. This figure is found by
taking the stock price and multiplying it by the total number of shares
outstanding.
Mid Price
The average of the Bid and Offer Prices of a particular
traded share.
Net Asset Value (NAV)
The value of the total assets minus liabilities of a company.
Net Asset Value Total Return
See Total Return.
Offer Price
The price at which you can buy shares determined by supply
and demand.
Ordinary Shares
Shares representing equity ownership in a company allowing investors to
receive dividends. Ordinary shareholders have the pro-rata right to a
company's residual profits. In other words, they are entitled to receive
dividends if any are available after payments to financial lenders and
dividends on any preferred shares are paid. They are also entitled to their
share of the residual economic value of the company should the business
unwind.
Hansa Investment Company Limited has two classes of Ordinary shares - the
Ordinary shares (40 million shares) and the 'A' non-voting Ordinary shares (80
million shares). Both have the same financial interest in the underlying
assets of the Company and receive the same dividend per share, but differ only
in that only the former shares have voting rights, whereas the latter do not.
They trade separately on the London Stock Exchange, nominally giving rise to
different share prices at any given time.
Premium
When the share price is higher than the NAV it is referred to as trading at a
premium. The premium is expressed as a percentage of the NAV.
Packaged Retail and Insurance‑based Investment Product (PRIIP)
Packaged retail investment and insurance-based products (PRIIPs) make up a
broad category of financial assets that are regularly provided to consumers in
the UK and the European Union. The term PRIIPs, created by the European
Commission to regulate the underlying market, is defined as any product
manufactured by the financial services industry, to provide investment
opportunities to retail investors, where the amount repayable is subject to
fluctuation because of exposure to reference values, or the performance of
underlying assets not directly purchased by the retail investor. See also Key
Information Document (KID).
Shareholders' Funds/Equity Shareholders' Funds
This value equates to the NAV of the Company. See NAV.
Spread
The difference between the Bid and Ask price.
Tradable Instrument Display Mnemonics (TIDM)
A short, unique code used to identify UK-listed shares. The TIDM code is
unique to each class of share and to each company. It allows the user to
ensure they are referring to the right share. Previously known as EPIC.
Total Return
When measuring performance, the actual rate of return of an investment or a
pool of investments over a given evaluation period. Total return includes
interest, capital gains, dividends and distributions realised over a given
period of time.
Total Return - Shareholder
The Total Return to a shareholder is a measure of the performance of the
company's share price over time. It combines share price
appreciation/depreciation and dividends paid to show the total return to the
shareholder expressed as an annualised percentage. In the case of historic
information, the Total Return will include data against data of both the
Company and, prior to the Company's formation, from Hansa Trust Ltd.
Stay up-to-date with www.hansaicl.com
You can stay up-to-date with the latest news, views and Company information at
our website, www.hansaicl.com.
As well as the current portfolio breakdown, performance and pricing, you'll be
able to access a library of quarterly, Half-Year and Annual Reports, see the
latest fact sheet and read Company announcements.
Details of upcoming shareholder events will also be posted on our website.
www.hansaicl.com
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