REG - Hansa Investment Co Hansa Invest-HANA - Court Sanction Hearing Update

Hansa InvestmentAnnouncement

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RNS Number : 1205A  Hansa Investment Company Limited  19 September 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

 

LEI: 213800RS2PWJXS2QDF66

 

19 September 2025

 

 

RECOMMENDED ALL-SHARE COMBINATION

OF

HANSA INVESTMENT COMPANY LIMITED

AND

OCEAN WILSONS HOLDINGS LIMITED

COURT SANCTION HEARING UPDATE

 

On 28 July 2025, the boards of Ocean Wilsons Holdings Limited ("Ocean
Wilsons") and Hansa Investment Company Limited ("Hansa") announced that they
had agreed the terms of a recommended all-share combination of Ocean Wilsons
and Hansa, pursuant to which Hansa will acquire the entire issued and to be
issued share capital of Ocean Wilsons (the "Combination"). The Combination is
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 14 August 2025, Ocean Wilsons published a circular in relation to the
Scheme (the "Scheme Document"). 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 contained in Part IX of the Scheme Document.

 

On 14 August 2025, Hansa published a circular to shareholders in relation to
the Scheme (the "Hansa Circular"). On 12 September 2025, Hansa announced that,
at the General Meeting held earlier that day, the resolutions set out in the
notice of General Meeting contained in the Hansa Circular were passed by the
requisite majority on a poll. Full details of the resolutions passed at the
General Meeting are set out in the notice of General Meeting on pages 31 and
32 of the Hansa Circular.

 

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

 

Update on the Court Sanction Hearing

 

Ocean Wilsons have today announced that Arnhold LLC ("Arnhold"), a shareholder
of Ocean Wilsons, has notified Ocean Wilsons of its intention to appear at the
Court Sanction Hearing, scheduled for 22 September 2025. Arnhold intends to
object to the sanctioning of the Scheme and has also invited Ocean Wilsons to
agree to adjourn the Court Sanction Hearing by a period of approximately four
weeks in order that it may have time to prepare its ground for objection.

 

As stated in today's announcement by Ocean Wilsons and as previously announced
by Ocean Wilsons, Hansa understands that the Ocean Wilsons Independent
Committee has engaged constructively with Arnhold over several months
regarding the concerns Arnhold has expressed publicly with regard to the
Combination. Hansa notes that Ocean Wilsons has stated that Arnhold has
provided no substantive basis for its request for an adjournment of the Court
Sanction Hearing, that the Ocean Wilsons Independent Committee sees no reason
why the Court Sanction Hearing should be delayed, and that Ocean Wilsons'
counsel will convey this position to the Court at the Court Sanction Hearing.

 

Hansa supports the position of the Ocean Wilsons Independent Committee.
Hansa's counsel intends to appear at the Court Sanction Hearing to confirm
Hansa's support for the Scheme and Ocean Wilsons' position that the Court
Sanction Hearing should not be delayed.

 

 

FOR FURTHER INFORMATION PLEASE CONTACT

 

Enquiries

 

 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 this announcement.

 

Disclosure requirements

 

Ocean Wilsons is a Bermudian company and is therefore not subject to the
Takeover Code. Accordingly, Ocean Wilsons Shareholders are not obliged to make
an Opening Position Disclosure or dealing disclosures (as applicable) under
the provisions of the Takeover Code. However, market participants are
requested to make disclosures of "dealings" as if Rule 8 of the Takeover Code
applied to the Combination and as if Ocean Wilsons were in an "offer period"
under the Takeover Code. Ocean Wilsons Shareholders and persons considering
the acquisition or disposal of any interest in Ocean Wilsons Shares are
reminded that they are subject to the applicable regulatory rules regarding
transactions in Ocean Wilsons Shares.

 

Disclosures made in relation to relevant securities of Ocean Wilsons should be
released via a Regulatory Information Service using the headline "Document re:
Ocean Wilsons" and should not, for the avoidance of doubt, be e-mailed to the
Panel. The headline "Form 8/8.3" should not be used. Ocean Wilsons' website
contains the form of disclosure requested which is substantially in the form
that would be required to make disclosures of dealings if Ocean Wilsons were
subject to the Takeover Code. If you are in any doubt as to whether or not you
should disclose dealings, you should contact an independent financial adviser
authorised by the FCA under the FSMA (or, if you are resident in a
jurisdiction other than the UK, a financial adviser authorised under the laws
of such jurisdiction). The guidance set out below follows the requirements of
Rule 8 of the Takeover Code.

 

Any person who is, or becomes, "interested" (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of an "offeree" or of
any "securities exchange offeror", is requested to make a "Dealing Disclosure"
if the person deals in any "relevant securities" of that "offeree" or of any
"securities exchange offeror". A "Dealing Disclosure" should contain details
of the "dealing" concerned and of the person's interests and short positions
in, and rights to subscribe for, any "relevant securities" of (i) Ocean
Wilsons and (ii) any "securities exchange offeror", save to the extent that
these details have previously been disclosed. Such "Dealing Disclosure" should
be made by no later than 3:30 p.m. on the "business day" following the date of
the relevant transaction.

 

If two or more persons to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Ocean Wilsons
or a "securities exchange offeror", they should be regarded to be a single
person for these purposes.

 

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
"securities". In particular, a person will be treated as having an "interest"
by virtue of the ownership and control of "securities", or by virtue of any
option in respect of, or derivative reference to, "securities".

 

Terms in quotation marks are defined in the Takeover Code, which can be found
on the Panel's website. If you are in any doubt as to whether or not you
should disclose a "dealing" by reference to the above, you should contact an
independent financial adviser authorised by the FCA under the FSMA.

 

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 Ocean
Wilson's Scheme Circular, which contains the full terms and conditions of the
Combination, including details of how Ocean Wilson's shareholders can vote in
respect of the Combination.

 

Any decision by Hansa Shareholders in respect of, or other response to, the
Combination (including any vote of Hansa Voting Shareholders in respect of the
resolutions at the Hansa General Meeting), should be made only on the basis of
the information contained in the Circular.

 

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 applicable requirements of the London Stock
Exchange, the Bermuda Stock Exchange and the FCA.

 

The Combination is conditional on the Hansa Scheme Resolutions being passed by
a simple majority of the votes cast by Hansa Voting Shareholders at the Hansa
General Meeting.   Hansa urges Hansa Shareholders to read the Circular and
Prospectus carefully because they contain important information in relation to
the Combination, the New Hansa Shares and the Combined Group. Any vote in
respect of the resolutions to be proposed at the Hansa General Meeting to
approve the Combination should be made only on the basis of the information
contained in the Circular and Prospectus. If you are in any doubt about the
contents of this announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from an
appropriate independent professional adviser in the relevant jurisdiction
without delay.

 

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 and no person may vote in favour of the Combination by any
such use, means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
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 this announcement, the Circular and the
Prospectus 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 Combination 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.

 

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 of Ocean Wilsons 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) the
ability to obtain approval of the Combination by Ocean Wilsons Shareholders or
of the Hansa Resolutions by Hansa Voting Shareholders; (iv) uncertainty as to
the long-term value of the New Hansa Shares to be issued to Ocean Wilsons
Shareholders in connection with the Combination; (v) the ability of the Ocean
Wilsons Independent Committee and the Hansa Independent Committee to withdraw
their respective recommendations relating to the Combination; and (vi) 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, the Hansa Prospectus and Hansa Circular, and any
document incorporated by reference, 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 these websites nor the
contents of any websites accessible from any hyperlinks are incorporated into
or form part of this announcement.

 

You may request a hard copy of the Prospectus and Circular (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. The Hansa Registrars cannot provide advice
on the merits of the Combination or the Hansa Resolutions nor give any
financial, legal or tax advice.

 

 

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