REG - Hansa Investment Co Hansa Invest-HANA - Timing of Court Sanction Hearing

Hansa InvestmentAnnouncement

31/10/2025 14:45

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RNS Number : 7494F  Hansa Investment Company Limited  31 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

 

THE COMBINATION TO WHICH THIS ANNOUNCEMENT RELATES IS NOT SUBJECT TO THE UK
CITY CODE ON TAKEOVERS AND MERGERS.

 

FOR IMMEDIATE RELEASE

 

31 October 2025

 

RECOMMENDED ALL-SHARE COMBINATION

OF

HANSA INVESTMENT COMPANY LIMITED

AND

OCEAN WILSONS HOLDINGS LIMITED

 

TIMING OF COURT SANCTION HEARING

 

On 28 July 2025, the boards of Hansa Investment Company Limited ("Hansa") and
Ocean Wilsons Holdings Limited ("Ocean Wilsons") announced that they had
agreed the terms of a recommended all-share combination of Hansa and Ocean
Wilsons, pursuant to which Hansa will acquire the entire issued and to be
issued share capital of Ocean Wilsons (the "Combination"), to be effected by
means of a court-sanctioned scheme of arrangement of Ocean Wilsons under
section 99 of the Bermuda Companies Act (the "Scheme").

 

On 12 September 2025, Ocean Wilsons announced that, at the Court Meeting held
earlier that day, the requisite majority of Scheme Shareholders voted to
approve the Scheme. Full details of the resolution passed at the Court Meeting
are set out in the notice of the Court Meeting (Part IX of the Scheme
Document).

 

On 23 September 2025, Ocean Wilsons announced that the Court Sanction Hearing
had been adjourned, by order of the Court, for the purpose of affording
Arnhold LLC additional time to present its objection to the sanctioning of the
Scheme by the Court.

 

Timing of Court Sanction Hearing

 

The Court Sanction Hearing commenced yesterday as scheduled. However, due to
the adverse weather conditions resulting from the proximity of Hurricane
Melissa to Bermuda, the Court time available has been reduced and, as such,
the Court Sanction Hearing will continue through to 3 November 2025.

 

Expected timetable

 

The timetable set out in the Hansa announcement of 23 September 2025 and the
Expected Timetable in the circular published by Hansa on 14 August 2025 to
shareholders in relation to the Scheme (the "Hansa Circular") are no longer
applicable. Hansa will make a further announcement regarding the timetable in
due course.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meaning as set out in the Hansa Circular.

 

Further announcements will be made when appropriate.

 

FOR FURTHER INFORMATION PLEASE CONTACT:

 

 Hansa                                                via Winterflood
 Jonathan Davie

 Winterflood - Financial adviser and broker to Hansa  +44 (0) 20 3100 0000
 Neil Langford
 Rose Ramsden
 Sophia Bechev

 Burson Buchanan - PR adviser to Hansa                +44 (0) 20 7466 5000
 Charles Ryland
 Henry Wilson

Dentons UK and Middle East LLP is acting as legal adviser to Hansa as to
English law, and Conyers Dill & Pearman Limited is acting as legal adviser
to Hansa as to Bermudian law, in each case in connection with the Combination.

 

Important Notices

 

Winterflood ("Winterflood"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and broker to
Hansa and for no one else in connection with the matters referred to in this
announcement and will not be responsible to any person other than Hansa for
providing the protections afforded to clients of Winterflood, nor for
providing advice in relation to the matters referred to herein. Neither
Winterflood nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Winterflood in connection with the matters referred to in this announcement,
or otherwise.

 

Application of the Takeover Code

 

Ocean Wilsons is incorporated and has its registered office in Bermuda and, as
a result, is not subject to the Takeover Code. Accordingly, the Takeover Code
does not apply to the Combination or the Scheme, nor are the Combination or
the Scheme subject to the jurisdiction of, or being regulated by, the UK Panel
on Takeovers and Mergers (the "Panel").

 

Ocean Wilsons has incorporated certain takeover-related provisions into its
bye-laws but these do not provide Ocean Wilsons Shareholders with the full
protections offered by the Takeover Code and enforcement of such provisions
are the responsibility of Ocean Wilsons, not the Panel. Accordingly, Ocean
Wilsons Shareholders are reminded that the Panel does not have responsibility,
in relation to Ocean Wilsons and the Combination, for ensuring compliance with
the Takeover Code and will not be able to answer shareholders' queries.

 

However, Hansa and Ocean Wilsons have agreed certain matters regarding the
application of the Takeover Code to the Combination, and the terms of that
agreement are summarised in the Scheme Document.

 

Further Information

 

This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of any securities, or the solicitation of
any vote or approval in any jurisdiction, pursuant to the Combination or
otherwise nor will there be any sale, issuance, exchange or transfer of
securities of Hansa or Ocean Wilsons pursuant to the Combination or otherwise
in any jurisdiction in contravention of applicable law.

 

The Combination will be implemented solely pursuant to the terms of the Scheme
Document, which contains the full terms and conditions of the Combination.

 

This announcement has been prepared for the purpose of complying with
Bermudian and English law, the Market Abuse Regulation and the UK Listing
Rules and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom and Bermuda.

 

The Combination is subject to the jurisdiction of the Court and the applicable
requirements of the London Stock Exchange, the Bermuda Stock Exchange and the
FCA.

 

This announcement does not constitute a prospectus or prospectus exemption
document for the purposes of Article 1(4) or (5) of the UK Prospectus
Regulation.

 

Overseas shareholders

 

The availability of the Combination and/or the New Hansa Shares in, and the
release, publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom and Bermuda may be restricted by
applicable law. Persons who are not resident in the United Kingdom or Bermuda
or who are subject to other jurisdictions should inform themselves of, and
observe, any applicable legal or regulatory requirements or restrictions.

 

Unless otherwise determined by Hansa, and permitted by applicable law and
regulation, the Combination or the New Hansa Shares to be issued pursuant to
the Combination will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. Accordingly, copies of this announcement and all documents
relating to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents
relating to the Combination (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction.

 

The New Hansa Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdiction, or otherwise permitted under applicable
securities laws of those jurisdictions.

 

Additional information for US investors

 

The Combination relates to the shares of a Bermudian company and is proposed
to be effected by means of a scheme of arrangement under Bermudian law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.

 

Accordingly, the Combination is subject to the disclosure and procedural
requirements applicable to a scheme of arrangement involving a target company
incorporated in Bermuda and listed on the London Stock Exchange and applicable
to the issuance of buyer shares under Bermudian law, which differ from the
disclosure requirements of United States tender offer and proxy solicitation
rules.

 

In accordance with normal practice for companies such as Hansa and Ocean
Wilsons and pursuant to Rule 14e-5(b) of the US Exchange Act, Hansa or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Ocean Wilsons outside of the US, other than pursuant to the Combination,
until the date on which the Combination and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase will be
disclosed as required in the UK and Bermuda, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

 

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

 

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Combination, passed upon the fairness of the Combination, or
passed upon the adequacy or accuracy of this announcement. Any representation
to the contrary is a criminal offence in the United States.

 

Financial information included in the Prospectus, the Hansa Circular and the
Scheme Document has been or will have been prepared in accordance with
accounting standards applicable to companies such as Hansa and Ocean Wilsons
that may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

 

The New Hansa Shares to be issued pursuant to the Scheme have not been and
will not be registered under the US Securities Act or any other relevant
securities laws of any state or territory or other jurisdiction in the United
States and may only be issued to persons resident in such state, district or
other jurisdiction pursuant to an exemption from the registration requirements
of the securities laws of such state, district or other jurisdiction. The New
Hansa Shares to be issued pursuant to the Combination will be issued pursuant
to the exemption from registration provided by Section 3(a)(10) under the US
Securities Act. Hansa has not been and will not be registered under the US
Investment Company Act and, accordingly, holders of New Hansa Shares will not
be entitled to the benefits of the US Investment Company Act.

 

For the purpose of qualifying for the exemption from the registration
requirements of the US Securities Act (as described above), Ocean Wilsons
through its counsel has advised the Court that the Court's sanctioning of the
Scheme will be relied upon by Hansa as an approval of the Scheme following a
hearing at which the Court may have considered the fairness of the Scheme to
Scheme Shareholders, at which hearing all such Scheme Shareholders were
entitled to attend in person or through representation and with respect to
which notification was given to all such Scheme Shareholders.

 

Hansa and Ocean Wilsons are organised under the laws of Bermuda. Some or all
of the officers and directors of Hansa and Ocean Wilsons, respectively, are
residents of countries other than the United States. In addition, certain
assets of Hansa and Ocean Wilsons are located outside the United States. As a
result, it may be difficult for US shareholders to effect service of process
within the United States upon Hansa or Ocean Wilsons or their respective
officers or directors or to enforce against them a judgment of a US court
predicated upon the federal or state securities laws of the United States.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment. It may not be possible to sue
Hansa or Ocean Wilsons or their respective officers or directors in a non-US
court for violations of the US securities laws.

 

Forward-Looking Statements

 

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Combination, and other
information to be published by Hansa and/or Ocean Wilsons, may include
statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements reflect Hansa
and Ocean Wilsons' current views with respect to future events and are subject
to risks relating to future events and other risks, uncertainties and
assumptions relating to Hansa and Ocean Wilsons' businesses, results of
operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.

 

Neither Hansa nor Ocean Wilsons, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in their announcement will actually occur. Given
these risks and uncertainties, you are cautioned not to place any reliance on
these forward-looking statements.

 

Other than in accordance with their legal or regulatory obligations, neither
Hansa nor Ocean Wilsons is under any obligation, and Hansa and Ocean Wilsons
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

A non-exclusive list of the important factors that could cause actual results
to differ materially from those in such forward-looking statements includes:
(a) changes in the global political, economic, business and competitive
environments and in market and regulatory forces; (b) changes in future
exchange and interest rates; (c) changes in tax rates; (d) future business
combinations or disposals; (e) changes in general economic and business
conditions; (f) changes in the behaviour of other market participants; (g)
weak, volatile or illiquid capital and/or credit markets; and (h) changes in
laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.

 

Additionally, the Combination is subject to risks and uncertainties,
including: (i) Hansa and Ocean Wilsons may be unable to complete the
Combination because, among other reasons, conditions to Completion may not be
satisfied or waived, or either party may be entitled to terminate the
Combination; (ii) uncertainty as to the timing of Completion; (iii)
uncertainty as to the long-term value of the New Hansa Shares to be issued to
Ocean Wilsons Shareholders in connection with the Combination; (iv) the
ability of the Ocean Wilsons Independent Committee and the Hansa Independent
Committee to withdraw their respective recommendations relating to the
Combination; and (v) the outcome of any legal proceedings to the extent
initiated against Hansa, Ocean Wilsons and others relating to the Combination,
as well as the responses of Hansa and Ocean Wilsons to any of the
aforementioned factors.

 

Neither Ocean Wilsons nor Hansa undertakes any obligation to update publicly
or revise any forward- looking statement, whether as a result of new
information, future developments or otherwise.

 

No profit forecasts or estimates

 

No statement in this announcement (including any statement of estimated costs
savings or synergies) is intended as a profit forecast or estimate for any
period and no statement in this announcement should be intended to mean that
earnings, earnings per share, net asset value or net asset value per share for
Hansa or Ocean Wilsons, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings,
earnings per share, net asset value or net asset value per share for Hansa or
Ocean Wilsons, as appropriate.

 

Publication on website and availability of hard copies

 

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Hansa's website at https://hansaicl.com/document-library/
(https://hansaicl.com/document-library/) by no later than 12.00 p.m. (London
time) on the Business Day following the date of publication of this
announcement. For the avoidance of doubt, neither the website nor the contents
of any website accessible from any hyperlinks are incorporated into or form
part of this announcement.

 

You may request a hard copy of this announcement (and any information
incorporated by reference therein) by contacting the Hansa Registrars,
Computershare Investor Services (Bermuda) Limited between 8.30 a.m. and 5.30
p.m. (London time) Monday to Friday (excluding English and Welsh public
holidays) on +44 (0) 370 702 0000 or by submitting a request in writing to,
Computershare Investor Services (Bermuda) Limited c/o The Pavilions,
Bridgwater Road, Bristol BS99 6ZY.

 

 

 

ENDS

 

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