REG - Hansa Investment Co Hansa Invest-HANA Ocean Wilsons Hldgs - Recommended All-Share Combination

Hansa InvestmentAnnouncement

28/07/2025 07:00

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RNS Number : 7684S  Hansa Investment Company Limited  28 July 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 OR REGULATIONS OF THAT JURISDICTION.

 

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
INVESTORS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE NEW HANSA SHARES OR
THE COMBINATION EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT,
THE HANSA PROSPECTUS AND THE HANSA CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED
IN DUE COURSE.

 

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

28 JULY 2025

RECOMMENDED ALL-SHARE COMBINATION

OF

OCEAN WILSONS HOLDINGS LIMITED
AND

HANSA INVESTMENT COMPANY LIMITED

Summary

·              Further to the announcement made on 17 June 2025,
Hansa Investment Company Limited ("Hansa") and Ocean Wilsons Holdings Limited
("Ocean Wilsons") are pleased to announce that they have 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") by means of a court-sanctioned scheme of
arrangement of Ocean Wilsons under section 99 of the Bermuda Companies Act
(the "Scheme").

·              The Combination will create a differentiated
investment company of meaningful scale with total net assets in excess of
£900 million and a diversified, global portfolio of investment funds, direct
equities and private assets, establishing what the Boards of Hansa and Ocean
Wilsons believe will be a strong platform for long-term value creation.

·              Under the terms of the Combination, each eligible
Ocean Wilsons Shareholder will be entitled to receive:

 for each Ocean Wilsons Share:  1.4925 New Hansa Share Units (each comprising one voting New Hansa Ordinary
                                Share and two non-voting New Hansa 'A' Ordinary Shares)
 (the "Exchange Ratio")

·              The Exchange Ratio has been determined on a
formula asset value ("FAV") for FAV basis by dividing the Ocean Wilsons FAV
per Ocean Wilsons Share (being approximately £20.16) by the Hansa FAV per
Hansa Share Unit (being approximately £13.51).

·              Under the terms of the Combination, eligible
Ocean Wilsons Shareholders will, in aggregate, receive approximately
28,264,460 New Hansa Share Units, comprising approximately 28,264,460 New
Hansa Ordinary Shares and 56,528,920 New Hansa 'A' Ordinary Shares.

·              Immediately following Completion, existing Ocean
Wilsons Shareholders will hold approximately 41.40 per cent. and existing
Hansa Shareholders will hold approximately 58.60 per cent., respectively, of
both the issued voting share capital and the issued non-voting share capital
of the Combined Group.

·              The Boards of Hansa and Ocean Wilsons believe
that the Combination is a uniquely compelling opportunity to:

o     create a differentiated investment company of meaningful scale with
total net assets in excess of £900 million and a diversified, global
portfolio of investment funds, direct equities and private assets, which is
well-positioned to take advantage of the significant investment opportunities
across both global public and private markets;

o     combine two complementary investment portfolios which have similar
investment objectives, significant portfolio overlap, and benefit from the
consistency and expertise of the same investment management group; and

o     realise significant cost efficiencies by spreading the fixed costs
of running an investment company over a larger asset base and introducing a
new reduced fee rate and tiered management fee structure which will result in
a lower ongoing charges ratio that is materially more competitive than Hansa's
and Ocean Wilsons' current respective ongoing charge ratios.

·              Commenting on the Combination, Jonathan Davie,
Chair of Hansa, said:

"Hansa's aim is, and always has been, to create value for shareholders through
a long-term investment approach, and the investment in Ocean Wilsons has
successfully delivered on this objective. The Combination will bring together
two businesses with a similar approach to investing and will enable
shareholders of the Combined Group to benefit from an enlarged investment
portfolio, enhanced liquidity and greater cost efficiencies. While global
markets remain challenging, we believe that the Combined Group's unconstrained
multi-asset approach will provide a differentiated and diversified investment
proposition that is well placed to continue to deliver for both groups of
shareholders."

·              Commenting on the Combination, Caroline Foulger,
Chair of Ocean Wilsons, said:

"Since its inception, Ocean Wilsons has delivered significant value to
shareholders, most recently through the sale of Wilson Sons and the associated
tender offer. Building on a strong long-term track record, this combination
with Hansa will create a diversified investment company benefitting from
meaningful scale and cost efficiencies, and will be well placed to deliver
long-term, sustainable shareholder value. The Ocean Wilsons Independent
Committee intends unanimously to recommend that Ocean Wilsons Shareholders
vote in favour of the Scheme at the Court Meeting."

Information on the Combined Group

Business of the Combined Group

·              Following Completion, the Combined Group will be
a differentiated investment company of meaningful scale, with total net assets
in excess of £900 million and a diversified, global portfolio of investment
funds, direct equities and private assets, establishing what the Boards of
Hansa and Ocean Wilsons believe will be a strong platform for long-term value
creation.

·              The Combined Group will continue to apply Hansa's
existing investment policy (save as specifically amended in connection with
the Combination) and will implement and execute an investment strategy that
comprises key elements of both Hansa's and Ocean Wilsons' existing investment
strategies of investing in a diversified portfolio of global assets that
includes exposure to private assets. The primary focus of the investment
strategy of the Combined Group will be to deliver excellent long-term
investment performance and value creation, built on the following pillars:

o     Genuinely long term: The investment strategy of the Combined Group
is designed to ride out volatility, typically remaining invested in equity
markets through-the-cycle. This long-term approach makes the Combined Group an
attractive partner which, when combined with the network of the Investment
Team, means the Combined Group can access and invest with leading managers
that other funds may not be able to access.

o     Truly differentiated and unconstrained: The Combined Group's focus
on a multi-asset portfolio will represent a truly differentiated proposition
as compared to the traditional portfolio comprising 60% equities and 40%
bonds. Core regional and thematic funds will form a core part of the Combined
Group's portfolio alongside its mature private assets' portfolio, diversifying
assets (which have a track record of significant outperformance against
traditional bond portfolios in addition to diversifying the equity risk with
much improved drawdown characteristics) and global (direct) equities.

o     Highly aligned: The significant equity interests in the Combined
Group held by directors and partners of the portfolio manager and investment
adviser will ensure that they remain financially aligned with the Combined
Group's shareholders. This provides the long-term stability on which the
Combined Group can establish a platform to generate strong returns.

o     Understanding multiple asset classes: The Investment Team's deep
knowledge of different asset classes will allow the Combined Group to blend
various strategies together into an attractive, growing investment portfolio.
The Investment Team has deep understanding of the potential risks, rewards and
correlations between these asset classes which is central to delivering
successful multi-asset portfolios.

·              The Investment Team will seek to build a
multi-strategy portfolio by selecting investments across four key investment
categories. Those four key investment categories are:

o     Core / Thematic - investments, typically through third party funds,
selected by the Investment Team to provide appropriate regional and thematic
exposures.

o     Diversifying Assets - investments, typically through third party
funds and directly, that create asset diversification within the portfolio.

o     Global Equities (direct) - a diversified portfolio of global
equities identified by the Investment Team as having long-term growth
potential.

o     Private Assets - investments, typically through third party funds
and directly that provide access to securities that are not listed on public
exchanges.

·              The Combined Group intends to invest the balance
of the net cash proceeds of Ocean Wilsons' sale of its interest in Wilson Sons
remaining following Completion in accordance with the Combined Group's
investment strategy (as described above). Initially, it is anticipated that
such funds will be invested progressively across the Combined Group's three
liquid investment sleeves - (i) Core and Thematic, (ii) Diversifying Assets
and (iii) Global Equities - to maintain a similar investment profile to
Hansa's existing portfolio, while also providing funds to meet the Combined
Group's commitments to private asset funds and limited partnerships. Over
time, it is expected that the Combined Group's exposure to private assets will
increase in line with the Combined Group's investment strategy.

·              In due course, it is expected that the corporate
structure of the Combined Group will be simplified and that some or all of the
investment portfolio of Ocean Wilsons may be consolidated under the same legal
entity as the Hansa investment portfolio.

·              The Combined Group will continue to be named
'Hansa Investment Company Limited' following Completion.

Management arrangements and fees for the Combined Group

·              HAML will act as alternative investment fund
manager and portfolio manager to the Combined Group. Hansa Capital Partners
will act as investment adviser to HAML and, in addition, will provide
administrative services to the Combined Group.

·              The investment management fee payable by the
Combined Group to HAML will be based on a tiered fee structure chargeable at
0.8 per cent. of the Combined Group NAV up to £500 million and 0.7 per cent.
thereafter, as compared to the existing management fee of 1.0 per cent.
currently payable by each of Hansa (excluding the value of its holding in
Ocean Wilsons) and Ocean Wilsons under their respective investment management
arrangements.

·              The Combined Group's new management fee
arrangements will eliminate the additional performance fee that forms part of
Ocean Wilsons' existing management fee arrangements.

Board of the Combined Group

·              The Board of the Combined Group will be a
combined Board comprising the Hansa Directors, with the addition of Andrey
Berzins and Christopher Townsend, who will join the Board of the Combined
Group as Non-Executive Directors.

·              It is expected that Caroline Foulger and Fiona
Beck will step down from the Ocean Wilsons Board following Completion.

Capital allocation policy of the Combined Group

·              It is intended that the Combined Group will adopt
a new capital allocation policy which will provide that: (i) dividends will be
paid only to the extent necessary to ensure that the Combined Group is not
treated as a non-mainstream pooled investment; and (ii) in normal market
conditions, the Combined Group intends, via on-market share buybacks, to
repurchase between 2 per cent. and 4 per cent. of its issued share capital
(which may include both Hansa Ordinary Shares and Hansa 'A' Ordinary Shares)
annually.

·              The Boards of Hansa and Ocean Wilsons believe
that the proposed capital allocation policy, which prioritises share
repurchases over dividends, represents a more effective approach to capital
allocation and will enhance shareholder returns over the long term as compared
to returning value to shareholders of the Combined Group by way of dividends.

·              In determining the timing and amount of any
shares repurchased pursuant to the capital allocation policy, the Board of the
Combined Group will have regard to the prevailing discount to net asset value
at which the shares trade, the market environment, management views on the
outlook for the portfolio, and the commitments expected to be drawn in respect
of the Combined Group's interests in private asset funds and limited
partnerships over the next 12 months, with a view to maximising shareholder
returns.

·              Over time, the Board of the Combined Group will
remain focussed on delivering long-term sustainable shareholder value,
including through the continuous assessment of options regarding effective
discount management, capital allocation and the optimal capital structure of
the Combined Group.

Listing and trading of Hansa Shares and Ocean Wilsons Shares

·              The Combined Group will maintain Hansa's existing
listing and will, therefore, remain a closed-ended investment fund subject to
Chapter 11 of the UK Listing Rules.

·              Prior to the Scheme becoming Effective, it is
intended that applications will be made to the FCA to cancel the listing of
the Ocean Wilsons Shares on the Official List, to the London Stock Exchange
for the cancellation of trading of the Ocean Wilsons Shares on the London
Stock Exchange's Main Market for listed securities, and to the Bermuda Stock
Exchange to cancel the listing of the Ocean Wilsons Shares thereon, each to
take effect on the Business Day following the Effective Date.

·              Hansa will seek approval for the New Hansa
Ordinary Shares to be admitted to the closed-ended investment funds category
of the Official List and for the New Hansa 'A' Ordinary Shares to be admitted
to the non-equity shares and non-voting equity shares category of the Official
List and, in each case, to trading on the Main Market of the London Stock
Exchange alongside the existing Hansa Shares.

Dividends

·              Under the terms of the Implementation Agreement,
Hansa and Ocean Wilsons have each recorded their intention not to declare,
make or pay any dividend, distribution or form of capital return prior to the
Effective Date.

·              If, however, on or after the date of this
announcement and on or prior to the Effective Date, Ocean Wilsons announces,
declares, makes or pays any dividend, distribution or form of capital return
other than an Ocean Wilsons Equalising Dividend, Hansa shall be entitled to
either:

o     make an appropriate adjustment to the Exchange Ratio to reflect the
reduction in the Ocean Wilsons FAV per Ocean Wilsons Share arising as a result
of such dividend, distribution or form of capital return, in which case any
reference to the Exchange Ratio will be deemed to be a reference to the
Exchange Ratio as so adjusted; or

o     pay an equalising dividend to Hansa Shareholders in an amount that
would preserve the existing Exchange Ratio (a "Hansa Equalising Dividend")
without any consequential change to the Exchange Ratio.

In such circumstances, Ocean Wilsons Shareholders will be entitled to retain
the full amount of any such dividend, distribution or form of capital return
declared, made or paid.

·              If, on or after the date of this announcement and
on or prior to the Effective Date, Hansa announces, declares, makes or pays
any dividend, distribution or form of capital return other than a Hansa
Equalising Dividend or any such dividend, distribution or form of capital
return to which the New Hansa Shares would be entitled, Ocean Wilsons shall be
entitled to either:

o     make an appropriate adjustment to the Exchange Ratio to reflect the
reduction in the Hansa FAV per Hansa Share Unit arising as a result of such
dividend, distribution or form of capital return, in which case any reference
to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio
as so adjusted; or

o     pay an equalising dividend to Ocean Wilsons Shareholders in an
amount which would preserve the existing Exchange Ratio (an "Ocean Wilsons
Equalising Dividend") without any consequential change to the Exchange Ratio.

In such circumstances, Hansa Shareholders will be entitled to retain the full
amount of any such dividend, distribution or form of capital return declared,
made or paid.

Shareholder approval of the Combination

·              It is intended that the Combination will be
effected by means of the Scheme, which will require the approval of Scheme
Shareholders at the Court Meeting. The Combination will therefore be
conditional on, amongst other things, the approval of Scheme Shareholders at
the Court Meeting.

·              The Combination will require Hansa: (i) to amend
its existing investment policy so as to permit the acquisition of further
Ocean Wilsons Shares in connection with the Combination; (ii) to increase the
limit in Hansa's bye-laws on the aggregate fees which may be paid to Hansa
Directors in order to facilitate the enlarged Board of the Combined Group; and
(iii) to increase its authorised share capital so as to permit the issuance of
the New Hansa Shares. The Combination is therefore conditional on the Hansa
Resolutions being passed by a simple majority of the votes cast by Hansa
Voting Shareholders at the Hansa General Meeting.

Recommendations

·              For the purposes of considering the terms of the
Combination, the Ocean Wilsons Board established a committee of directors,
comprising all of the directors of Ocean Wilsons other than William Salomon,
who has a substantial interest in the shares of both Hansa and Ocean Wilsons
and is a director of both Hansa and Ocean Wilsons, and Christopher Townsend,
who has a substantial interest in the shares of both Hansa and Ocean Wilsons
(the "Ocean Wilsons Independent Committee").

·              For the purposes of considering and potentially
approving the terms of the Combination, the Hansa Board has established a
committee of directors, comprising all of the directors of Hansa other than
William Salomon (the "Hansa Independent Committee").

Ocean Wilsons Recommendation

·              The Ocean Wilsons Independent Committee, which
has been so advised by Peel Hunt as to the financial terms of the Combination,
considers the terms of the Combination to be fair and reasonable. In providing
its advice to the Ocean Wilsons Independent Committee, Peel Hunt has taken
into account the commercial assessments of the Ocean Wilsons Independent
Committee.

·              Accordingly, the Ocean Wilsons Independent
Committee intends unanimously to recommend that Ocean Wilsons Shareholders
vote in favour of the Scheme at the Court Meeting. In addition, each member of
the Ocean Wilsons Independent Committee who holds Ocean Wilsons Shares has
irrevocably undertaken to vote or procure votes in favour of such resolution,
in respect of their holdings of Ocean Wilsons Shares representing, in
aggregate, 60,000 Ocean Wilsons Shares, representing approximately 0.32 per
cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to
the date of this announcement).

·              William Salomon and Christopher Townsend are
fully supportive of, and in agreement with, the position of the Ocean Wilsons
Independent Committee in relation to the Combination.

Hansa Recommendation

·              The Hansa Independent Committee, which has been
so advised by Winterflood as to the financial terms of the Combination,
considers the terms of the Combination to be fair and reasonable. In providing
its advice to the Hansa Independent Committee, Winterflood has taken into
account the commercial assessments of the Hansa Independent Committee.

·              Accordingly, the Hansa Independent Committee
intends unanimously to recommend that Hansa Voting Shareholders vote in favour
of the Hansa Resolutions at the Hansa General Meeting. In addition, each
member of the Hansa Independent Committee who holds Hansa Ordinary Shares has
irrevocably undertaken to vote or procure votes in favour of such resolutions
in respect of their holdings of Hansa Ordinary Shares representing, in
aggregate, 51,400 Hansa Ordinary Shares, representing approximately 0.13 per
cent. of Hansa's issued voting share capital as at 25 July 2025 (being the
Business Day prior to the date of this announcement).

·              William Salomon is fully supportive of, and in
agreement with, the position of the Hansa Independent Committee in relation to
the Combination.

·              In addition, as further described in paragraph 20
below, the acquisition of Ocean Wilsons Shares from, and the issue of New
Hansa Share Units to, Christopher Townsend and Victualia represent related
party transactions for Hansa for the purposes of the UK Listing Rules. The
Hansa Independent Committee, which has been so advised by Winterflood,
considers the terms of such transactions to be fair and reasonable as far as
Hansa Shareholders are concerned.

Irrevocable undertakings and letters of intent

Ocean Wilsons Shares

·              In addition to the irrevocable undertakings
received from each member of the Ocean Wilsons Independent Committee who holds
Ocean Wilsons Shares, Hansa has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting from Victualia and Christopher
Townsend.

·              Accordingly, taking into account the irrevocable
undertakings from each member of the Ocean Wilsons Independent Committee who
holds Ocean Wilsons Shares, Victualia and Christopher Townsend, Hansa has
received irrevocable undertakings to vote in favour of the Scheme at the Court
Meeting in respect of a total of 8,535,064 Ocean Wilsons Shares representing,
in aggregate, approximately 45.07 per cent. of the Scheme Shares as at 25 July
2025 (being the Business Day prior to the date of this announcement).

·              In addition to the irrevocable undertakings
detailed above, Hansa has also received letters of intent from City of London
Investment Management Company Limited and Unicorn Asset Management Limited to
vote in favour of the Scheme at the Court Meeting in respect of a total of
910,879 Ocean Wilsons Shares representing, in aggregate, approximately 4.81
per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day
prior to the date of this announcement).

·              Hansa has therefore received irrevocable
undertakings and letters of intent to vote in favour of the Scheme at the
Court Meeting in respect of a total of 9,445,943 Ocean Wilsons Shares
representing, in aggregate, approximately 49.88 per cent. of the Scheme Shares
as at 25 July 2025 (being the Business Day prior to the date of this
announcement).

·              Further details of these irrevocable undertakings
and letters of intent are set out in Appendix 3.

Hansa Shares

·              In addition to the irrevocable undertakings
received from each member of the Hansa Independent Committee who holds Hansa
Ordinary Shares, Ocean Wilsons has received irrevocable undertakings to vote
in favour of the Hansa Resolutions at the Hansa General Meeting from
Victualia, Nomolas (an investment vehicle of Christopher Townsend) and William
Salomon.

·              Accordingly, taking into account the irrevocable
undertakings from each member of the Hansa Independent Committee who holds
Hansa Ordinary Shares, Victualia, Nomolas and William Salomon, Ocean Wilsons
has received irrevocable undertakings to vote in favour of the Hansa
Resolutions at the Hansa General Meeting in respect of a total of 21,554,620
Hansa Ordinary Shares representing, in aggregate, approximately 53.89 per
cent. of Hansa's issued voting share capital as at 25 July 2025 (being the
Business Day prior to the date of this announcement).

·              Further details of these irrevocable undertakings
are set out in Appendix 3.

General

·              It is intended that the Combination will be
effected by means of a court-sanctioned Scheme between Ocean Wilsons and
Scheme Shareholders under section 99 of the Bermuda Companies Act, although
Hansa and Ocean Wilsons reserve their rights to seek to effect the Combination
by other means available under Bermudian law (including by way of a tender
offer).

·              The Combination is conditional on the approval of
the Scheme by the requisite majority of Scheme Shareholders at the Court
Meeting. In order to become Effective, the Scheme must be approved by a
majority in number of the Scheme Shareholders on the register of members of
Ocean Wilsons at the Voting Record Time who are present and vote, whether in
person or by proxy, at the Court Meeting and who represent not less than 75
per cent. in value of the Ocean Wilsons Shares voted by those Scheme
Shareholders. The Ocean Wilsons Shares already owned by Hansa will be excluded
from the Scheme and will therefore not be capable of being voted in relation
to the Scheme.

·              The Combination is also subject to the Conditions
and terms set out in Appendix 1 to this announcement including, amongst other
things, the approval of the Hansa Resolutions by a simple majority of the
votes cast by Hansa Voting Shareholders at the Hansa General Meeting. It is
also subject to the further terms and conditions of the Scheme, which will be
set out in full in the Scheme Document.

·              In this announcement, unless the context requires
otherwise:

o     references to Ocean Wilsons Shares include Ocean Wilsons Depositary
Interests, references to Ocean Wilsons Shareholders include Ocean Wilsons
Depositary Interest Holders and references to Ocean Wilsons Shareholders
voting in respect of the Scheme shall include Ocean Wilsons Depositary
Interest Holders procuring the same; and

o     references to Hansa Shares include Hansa Depositary Interests,
references to Hansa Shareholders include Hansa Depositary Interest Holders
and, for the avoidance of doubt, references to Hansa Voting Shareholders
voting in respect of the Hansa Resolutions shall include Hansa Depositary
Interest Holders procuring the same.

·              The Scheme Document, containing further
information about the Combination and notice of the Court Meeting will be sent
to Ocean Wilsons Shareholders (along with the Forms of Proxy and Forms of
Direction for use in connection with the Court Meeting) in due course.

·              Prior to the publication of the Scheme Document,
Ocean Wilsons will seek the necessary permission from the Court to convene the
Court Meeting. A hearing of the Court before a judge of the Supreme Court of
Bermuda (the "Scheme Convening Hearing") has been scheduled for 13 August 2025
for this purpose. At the Scheme Convening Hearing, amongst other things, Ocean
Wilsons will determine with the Court whether, for the purposes of voting at
the Court Meeting, all Scheme Shareholders can vote together as one class. The
Scheme Convening Hearing is expected to take place at the Supreme Court, 2nd
floor, Government Administration Building, 30 Parliament Street, Hamilton
HM12, Bermuda on 13 August 2025 at 9.30 a.m. (Bermuda time). Scheme
Shareholders will be able to attend the Scheme Convening Hearing in person.

·              Hansa will prepare, publish and send to Hansa
Shareholders the Hansa Circular (along with the Forms of Proxy and Forms of
Direction for use in connection with the Hansa General Meeting) and will
prepare and publish the Hansa Prospectus. The Hansa Circular will summarise
the background to and reasons for the Combination and will include a notice
convening the Hansa General Meeting containing the Hansa Resolutions to be
proposed for the Combination. The Hansa Prospectus is required in connection
with the admission of the New Hansa Shares and will contain information
relating to the Combination, the Combined Group and the New Hansa Shares.

·              As there is significant overlap between the
Scheme Document, the Hansa Circular and the Hansa Prospectus, it is intended
that the Scheme Document will be posted at the same time as the publication of
the Hansa Circular and the Hansa Prospectus, following the review and approval
by the FCA. Each of the Scheme Document, the Hansa Circular and the Hansa
Prospectus are expected to be published by mid-August 2025 and it is expected
that the Court Meeting and the Hansa General Meeting will be held on the same
date and at or around the same time in mid-September 2025. Subject to the
satisfaction or (where applicable) waiver of the Conditions, the Combination
is expected to become Effective in September 2025.

This summary should be read in conjunction with the full text of this
announcement. The Combination will be subject to the satisfaction or, where
applicable, waiver of the Conditions and certain further terms set out in
Appendix 1 to this announcement and to the full terms and conditions to be set
out in the Scheme Document. Appendix 2 to this announcement contains sources
of information and bases of calculations of certain information contained in
this announcement. A summary of the irrevocable undertakings and letters of
intent received by Hansa and Ocean Wilsons in relation to this Combination is
set out in Appendix 3 to this announcement. Certain terms used in this summary
and this announcement are defined in Appendix 4 to this announcement.

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

 Ocean Wilsons                                              +1 (441) 295 1309
 Leslie Rans

 Peel Hunt - Financial adviser and broker to Ocean Wilsons  +44 (0) 20 7418 8900
 Ed Allsopp
 Charles Batten
 Tom Graham

 FTI Consulting - PR adviser to Ocean Wilsons               +44 (0) 20 3727 1000
 Ed Berry                                                   oceanwilsons@fticonsulting.com
 Alex Le May
 Alexander Davis

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.

Slaughter and May is acting as legal adviser to Ocean Wilsons as to English
law, and Carey Olsen Bermuda Limited is acting as legal adviser to Ocean
Wilsons as to Bermudian law, in each case in connection with the Combination.

Important Notices

Winterflood Securities Limited ("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.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and broker to
Ocean Wilsons 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
Ocean Wilsons for providing the protections afforded to clients of Peel Hunt,
nor for providing advice in relation to the matters referred to herein.
Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

Inside Information

This announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
announcement via a regulatory information service, this inside information is
now considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of Hansa is Stephen
Thomas and on behalf of Ocean Wilsons is Leslie Rans.

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 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, Ocean Wilsons and Hansa 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 "interested" in one per cent. or more of any class of
"relevant securities" of Ocean Wilsons or of any "securities exchange offeror"
(being an "offeror" other than an "offeror" in respect of which it has been
announced that the "offer" is, or is likely to be, solely in "cash") is
requested to make an "Opening Position Disclosure" following the release of
this announcement.

An "Opening Position Disclosure" should contain details of the person's
"interests" and short positions in, and rights to subscribe for, any "relevant
securities" of each of (i) Ocean Wilsons and (ii) any "securities exchange
offeror(s)". Persons requested to make an "Opening Position Disclosure" are
requested to make such "Opening Position Disclosure" by no later than 3:30
p.m. on the tenth "business day" following the release of this announcement.
Relevant persons who undertake "dealings" in the relevant securities of Ocean
Wilsons or are a "securities exchange offeror" prior to the deadline for
making an "Opening Position Disclosure" are requested instead to make a
"Dealing Disclosure".

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.

Accordingly, in the case of both an "Opening Position Disclosure" and any
"Dealing Disclosure", disclosures of interests in the Ocean Wilsons Shares are
requested to be made.

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 Scheme
Document, which, together with the Forms of Proxy and Forms of Direction, will
contain the full terms and conditions of the Combination including details of
how to vote in respect of the Combination. Any decision by Ocean Wilsons
Shareholders in respect of, or other response to, the Combination (including
any vote in respect of the resolution to approve the Scheme), should be made
only on the basis of the information contained in the Scheme Document and the
Hansa Prospectus.

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 will be subject to the applicable requirements of the London
Stock Exchange, the Bermuda Stock Exchange and the FCA.

Ocean Wilsons will prepare the Scheme Document to be distributed to Ocean
Wilsons Shareholders and Hansa will prepare the Hansa Circular to be
distributed to Hansa Shareholders and publish the Hansa Prospectus containing
information about the New Hansa Shares and the Combined Group. Ocean Wilsons
urges Ocean Wilsons Shareholders to read the Scheme Document and the Hansa
Prospectus carefully when they become available because they will contain
important information in relation to the Combination, the New Hansa Shares and
the Combined Group. Hansa urges Hansa Shareholders to read the Hansa Circular
and Hansa Prospectus when they become available because they will contain
important information in relation to the Combination, the New Hansa Shares and
the Combined Group. Any vote in respect of the resolution to be proposed at
the Court Meeting to approve the Scheme should be made only on the basis of
the information contained in the Scheme Document and the Hansa Prospectus. Any
vote in respect of the Hansa Resolutions to be proposed at the Hansa General
Meeting should be made only on the basis of the information contained in the
Hansa Circular.

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 availability of the Combination, the New Hansa Shares and/or this
announcement to Ocean Wilsons Shareholders who are not resident in the United
Kingdom or Bermuda or the ability of those persons to hold such New Hansa
Shares may be affected by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom or Bermuda should inform themselves of, and observe, any
applicable legal and regulatory requirements. Ocean Wilsons Shareholders who
are in any doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay. Any failure
to comply with such restrictions may constitute a violation of the securities
laws of any such 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.

The Combination will be subject to the applicable requirements of the London
Stock Exchange, the Bermuda Stock Exchange and the FCA.

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.

The receipt of consideration by a US holder for the transfer of its Ocean
Wilsons Shares pursuant to the Scheme may have tax consequences in the US and
such consequences, if any, are not described herein. Each Ocean Wilsons
Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Combination applicable to
them, including under applicable United States state and local, as well as
overseas and other, tax laws.

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.

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 Scheme Document and
the Hansa 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 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 investors will not be entitled to the benefits of
such legislation.

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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
INVESTORS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE NEW HANSA SHARES OR
THE COMBINATION EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT,
THE HANSA PROSPECTUS AND THE HANSA CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED
IN DUE COURSE.

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

28 JULY 2025

RECOMMENDED ALL-SHARE COMBINATION

OF

OCEAN WILSONS HOLDINGS LIMITED
AND

HANSA INVESTMENT COMPANY LIMITED

1.         Introduction
Further to the announcement made on 17 June 2025, Hansa Investment Company Limited ("Hansa") and Ocean Wilsons Holdings Limited ("Ocean Wilsons") are pleased to announce that they have reached agreement on 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") by means of a court-sanctioned scheme of arrangement of Ocean Wilsons under section 99 of the Bermuda Companies Act (the "Scheme").
2.         The Combination
Under the terms of the Combination, which will be subject to the Conditions and further terms set out below and in Appendix 1 to this announcement and the full terms and conditions which will be set out in the Scheme Document, eligible Ocean Wilsons Shareholders will be entitled to receive:
 for each Ocean Wilsons Share:  1.4925 New Hansa Share Units (each comprising one voting Hansa Ordinary Share
                                and two non-voting Hansa 'A' Ordinary Shares)
 (the "Exchange Ratio")

The Exchange Ratio has been determined on a formula asset value ("FAV") for
FAV basis by dividing the Ocean Wilsons FAV per Ocean Wilsons Share (being
approximately £20.16) by the Hansa FAV per Hansa Share Unit (being
approximately £13.51).

Under the terms of the Combination, eligible Ocean Wilsons Shareholders will, in aggregate, receive approximately 28,264,460 New Hansa Share Units, comprising approximately 28,264,460 New Hansa Ordinary Shares and 56,528,920 New Hansa 'A' Ordinary Shares.

Immediately following Completion, existing Ocean Wilsons Shareholders will
hold approximately 41.40 per cent. and existing Hansa Shareholders will hold
approximately 58.60 per cent., respectively, of both the issued voting share
capital and the issued non-voting share capital of the Combined Group.

3.         Background to and Reasons for the Combination
Hansa and Ocean Wilsons share a strong conviction in the benefits of creating a combined investment company. Now, following the completion of Ocean Wilsons' disposal of its interest in Wilson Sons, they each feel that the Combination represents a compelling opportunity to combine two complementary investment portfolios under a simplified group structure (the "Combined Group"). The Combination would bring together Hansa and Ocean Wilsons to create a differentiated investment company of meaningful scale with total net assets in excess of £900 million and a diversified, global portfolio of investment funds, direct equities and private assets, establishing what the Boards of Hansa and Ocean Wilsons believe would be a strong platform for long-term value creation.

Creating a differentiated investment company with a diversified, global
portfolio

The Combined Group would bring together two companies with a long track record of delivering strong returns for shareholders to create an investment platform that would be well-positioned to take advantage of the significant investment opportunities across both global public and private markets.

Complementary portfolios with a shared investment management group

Hansa and Ocean Wilsons have complementary investment portfolios which have similar investment objectives, significant portfolio overlap, and benefit from the consistency and expertise of the same investment management group.

Scale and liquidity

The combined investment portfolios would create an investment company with
total net assets, in aggregate, of in excess of £900 million, enhancing the
scale and profile of the Combined Group.

Over at least the last three years, shares in Ocean Wilsons and Hansa have on
average traded at comparable discount-to-NAV levels (determined, in Hansa's
case, on a look-through basis to the Ocean Wilsons NAV as opposed to the Ocean
Wilsons share price). The scale of the Combined Group is expected to improve
secondary market liquidity for Ocean Wilsons Shareholders and Hansa
Shareholders, which, along with the Combined Group's simplified strategy, may
have a positive effect on the rating at which the Combined Group trades.

Simplification of the group structure

The Combination would create a single investment company, building upon
Hansa's existing significant shareholding in Ocean Wilsons and allowing the
holding to be fully reflected in the net asset value of the Combined Group.

Cost efficiencies, reduced management fee rate and lower ongoing charges

The fixed costs of running an investment company will be spread over a larger
asset base, thereby reducing the aggregate costs ultimately borne by Ocean
Wilsons Shareholders and Hansa Shareholders.

A new reduced fee rate and tiered management fee structure is proposed which
will allow shareholders to share in the benefits of the enlarged scale of the
Combined Group and will result in a lower blended fee rate.

A combination of the cost efficiencies and the lower blended management fee
rate will result in a lower ongoing charges ratio for the Combined Group which
will be materially more competitive than Hansa's and Ocean Wilsons' current
respective ongoing charges ratios.

Capital allocation policy

The Combined Group will introduce a new capital allocation policy which is expected to enhance returns over time, principally through the implementation of on-market share buybacks of between 2 per cent. and 4 per cent. of its issued share capital (which may include both Hansa Ordinary Shares and Hansa 'A' Ordinary Shares) annually.
4.         Recommendations
Ocean Wilsons Recommendation
For the purposes of considering and approving the terms of the Combination, the Ocean Wilsons Board has established a committee of directors, comprising all of the directors of Ocean Wilsons other than William Salomon, who has a substantial interest in the shares of both Hansa and Ocean Wilsons and is a director of both Hansa and Ocean Wilsons, and Christopher Townsend, who has a substantial interest in the shares of both Hansa and Ocean Wilsons (the "Ocean Wilsons Independent Committee"). Further details regarding these interests are set out in paragraph 19 below.

The Ocean Wilsons Independent Committee, which has been so advised by Peel
Hunt as to the financial terms of the Combination, considers the terms of the
Combination to be fair and reasonable. In providing its advice to the Ocean
Wilsons Independent Committee, Peel Hunt has taken into account the commercial
assessments of the Ocean Wilsons Independent Committee.

Accordingly, the Ocean Wilsons Independent Committee intends unanimously to
recommend that Ocean Wilsons Shareholders vote in favour of the Scheme at the
Court Meeting. In addition, each member of the Ocean Wilsons Independent
Committee who holds Ocean Wilsons Shares has irrevocably undertaken to vote or
procure votes in favour of such resolution, in respect of their holdings of
Ocean Wilsons Shares representing, in aggregate, 60,000 Ocean Wilsons Shares,
representing approximately 0.32 per cent. of the Scheme Shares as at 25 July
2025 (being the Business Day prior to the date of this announcement).

William Salomon and Christopher Townsend are fully supportive of, and in agreement with, the position of the Ocean Wilsons Independent Committee in relation to the Combination.

            Hansa Recommendation

For the purposes of considering and potentially approving the terms of the Combination, the Hansa Board has established a committee of directors, comprising all of the directors of Hansa other than William Salomon, who has a substantial interest in the shares of both Hansa and Ocean Wilsons and is a director of both Hansa and Ocean Wilsons (the "Hansa Independent Committee").

The Hansa Independent Committee, which has been so advised by Winterflood as
to the financial terms of the Combination, considers the terms of the
Combination to be fair and reasonable. In providing its advice to the Hansa
Independent Committee, Winterflood has taken into account the commercial
assessments of the Hansa Independent Committee.

Accordingly, the Hansa Independent Committee intends unanimously to recommend
that Hansa Voting Shareholders vote in favour of the Hansa Resolutions at the
Hansa General Meeting. In addition, each member of the Hansa Independent
Committee who holds Hansa Ordinary Shares has irrevocably undertaken to vote
or procure votes in favour of such resolutions in respect of their holdings of
Hansa Ordinary Shares representing, in aggregate, 51,400 Hansa Ordinary
Shares, representing approximately 0.13 per cent. of Hansa's issued voting
share capital as at 25 July 2025 (being the Business Day prior to the date of
this announcement).

William Salomon is fully supportive of, and in agreement with, the position of the Hansa Independent Committee in relation to the Combination.
5.         Background to and reasons for the Ocean Wilsons Independent Committee's and the Hansa Independent Committee's recommendations
In assessing the terms of the Combination, both the Ocean Wilsons Independent Committee and the Hansa Independent Committee have taken into account a range of considerations, in particular:

o     Ocean Wilsons and Hansa have complementary investment portfolios
which have similar investment objectives and significant portfolio overlap,
and are currently managed by the same investment management group;

o     Ocean Wilsons Shareholders and Hansa Shareholders should benefit
from enhanced secondary market liquidity as the Combined Group will have a
larger market capitalisation and free float;

o     shareholders of the Combined Group will benefit from cost
efficiencies and a new lower blended management fee structure, resulting in a
lower ongoing charges ratio which will be materially more competitive than
Ocean Wilsons' and Hansa's current ongoing charges ratio; and

o     the Combined Group will introduce a new capital allocation policy
which is expected to enhance returns over time, principally through the
implementation of on-market share buybacks annually.

Ocean Wilsons Independent Committee

The Ocean Wilsons Board has been actively engaged in assessing strategic options to maximise shareholder value following the completion of the sale of its approximately 56 per cent. interest in Wilson Sons to MSC Mediterranean Shipping Company S.A., which completed on 4 June 2025.
Following an extensive consultation exercise with Shareholders and having considered the feedback from that exercise, the Board resolved to return a proportion of the net cash proceeds from the sale of Wilson Sons to Ocean Wilsons Shareholders by way of the tender offer announced by Ocean Wilsons on 17 June 2025 (the "Ocean Wilsons Tender Offer") as a means of providing Ocean Wilsons Shareholders with access to meaningful near-term liquidity swiftly and in a single transaction. The results of the Ocean Wilsons Tender Offer were announced on 21 July 2025 and saw approximately £109 million (in aggregate) returned to tendering Ocean Wilsons Shareholders. In accordance with undertakings entered into prior to the launch of the Ocean Wilsons Tender Offer, none of Hansa, Victualia or Christopher Townsend tendered any Ocean Wilsons Shares under the Ocean Wilsons Tender Offer.
Looking to the future, while the Ocean Wilsons Independent Committee continues to have strong conviction in the prospects of Ocean Wilsons on a standalone basis, it has carefully considered the benefits of scale provided by the Combination and has concluded that the Combination is in the best long-term interests of Ocean Wilsons and its shareholders. The Ocean Wilsons Independent Committee believes that the Combination represents a compelling opportunity to create a differentiated investment company of meaningful scale with total net assets in excess of £900 million and a diversified, global portfolio of investment funds, direct equities and private assets, establishing what the Ocean Wilsons Independent Committee believes would be a strong platform for long-term value creation. The Ocean Wilsons Independent Committee fully recognises the strategic benefits of the Combination as described in paragraph 3 of this announcement and believes that the Combination will enhance the potential for long-term value creation for Ocean Wilsons Shareholders.

Further, the Ocean Wilsons Independent Committee is cognisant that, were the
Combination not to proceed:

o     the ability of Ocean Wilsons to return value to its shareholders by
buying back shares may be limited as a result of Ocean Wilsons being required
to ensure that it does not become a "close company" for the purposes of the UK
Corporation Tax Act 2010; and

o     it is expected that Ocean Wilsons would cease being eligible for the
FCA's equity shares (commercial companies) listing category and, accordingly,
in those circumstances it is likely that it would be necessary for Ocean
Wilsons to transfer to an alternative listing category, subject to shareholder
approval in accordance with the UK Listing Rules.

Following careful and thorough consideration of all the above factors, the Ocean Wilsons Independent Committee has concluded that the Combination is in the best interests of Ocean Wilsons Shareholders and therefore intends unanimously to recommend that Ocean Wilsons Shareholders vote in favour of the Scheme at the Court Meeting.

            Hansa Independent Committee

Following the initial announcement regarding the sale by Ocean Wilsons of its interest in Wilsons Sons, the Hansa Board has been considering the options regarding Hansa's strategic investment in Ocean Wilsons.
Having carefully considered the proposed terms, the Hansa Independent Committee concluded that the Combination presents an attractive proposition for Hansa's shareholders. The Combination will create an investment company with total net assets of in excess of £900 million under a simplified group structure, which the Hansa Independent Committee believes will broaden the appeal of Hansa among investors and enhance the liquidity of the Hansa Shares. The Combined Group's diversified, global portfolio of investment funds, direct equities and private assets would be highly differentiated, and the Hansa Independent Committee believes this creates a strong platform for long-term value creation. The Combination simplifies the investment proposition and builds upon Hansa's existing significant shareholding in Ocean Wilsons, allowing the holding to be fully reflected in the net asset value of the Combined Group.

For Hansa, as a significant shareholder in Ocean Wilsons, the Combination
provides a compelling future for Ocean Wilsons following its sale of Wilson
Sons and avoids the costs of maintaining Ocean Wilsons' listing and that would
be involved in the potential transfer of that listing to an alternative
listing category, as may otherwise have been required for Ocean Wilsons to
remain listed following the sale.

Following careful and thorough consideration of all the above factors, the
Hansa Independent Committee has concluded that the Combination is in the best
interests of Hansa Shareholders and therefore intends unanimously to recommend
that Hansa Voting Shareholders vote in favour of the Hansa Resolutions at the
Hansa General Meeting.

6.         Irrevocable undertakings and letters of intent

Ocean Wilsons Shares

Hansa has received irrevocable undertakings from each member of the Ocean Wilsons Independent Committee who holds Ocean Wilsons Shares to vote in favour of the Scheme at the Court Meeting, in respect of a total of 60,000 Ocean Wilsons Shares, representing approximately 0.32 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).
Hansa has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting from Victualia and Christopher Townsend, in respect of a total of 8,475,064 Ocean Wilsons Shares, representing, in aggregate, approximately 44.75 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).
Hansa has therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting in respect of a total of 8,535,064 Ocean Wilsons Shares, representing, in aggregate, approximately 45.07 per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day prior to the date of this announcement).

In addition to the irrevocable undertakings detailed above, Hansa has also
received letters of intent from City of London Investment Management Company
Limited and Unicorn Asset Management Limited to vote in favour of the Scheme
at the Court Meeting in respect of a total of 910,879 Ocean Wilsons Shares
representing, in aggregate, approximately 4.81 per cent. of the Scheme Shares
as at 25 July 2025 (being the Business Day prior to the date of this
announcement).

Hansa has therefore received irrevocable undertakings and letters of intent to
vote in favour of the Scheme at the Court Meeting in respect of a total of
9,445,943 Ocean Wilsons Shares representing, in aggregate, approximately 49.88
per cent. of the Scheme Shares as at 25 July 2025 (being the Business Day
prior to the date of this announcement).

Further details of these irrevocable undertakings (including the circumstances in which they cease to apply) and letters of intent are set out in Appendix 3.
Hansa Shares
Ocean Wilsons has received irrevocable undertakings from each member of the Hansa Independent Committee who holds Hansa Ordinary Shares to vote in favour of the Hansa Resolutions at the Hansa General Meeting, in respect of a total of 51,400 Hansa Ordinary Shares, representing approximately 0.13 per cent. of Hansa's issued voting share capital as at 25 July 2025 (being the Business Day prior to the date of this announcement).
Ocean Wilsons has also received irrevocable undertakings to vote in favour of the Hansa Resolutions at the Hansa General Meeting from Victualia, Nomolas (an investment vehicle of Christopher Townsend) and William Salomon in respect of a total of 21,503,220 Hansa Ordinary Shares, representing approximately 53.76 per cent. of Hansa's issued voting share capital as at 25 July 2025 (being the Business Day prior to the date of this announcement).
Ocean Wilsons has therefore received irrevocable undertakings to vote in favour of the Hansa Resolutions at the Hansa General Meeting in respect of a total of 21,554,620 Hansa Ordinary Shares, representing, in aggregate, approximately 53.89 per cent. of Hansa's issued voting share capital as at 25 July 2025 (being the Business Day prior to the date of this announcement).
Further details of these irrevocable undertakings (including the circumstances in which they cease to apply) are set out in Appendix 3.
7.         Information on the Combined Group
7.1       Business of the Combined Group

Following Completion, the Combined Group will be a differentiated investment
company of meaningful scale with total net assets in excess of £900 million
and a diversified, global portfolio of investment funds, direct equities and
private assets, establishing what the Boards of Hansa and Ocean Wilsons
believe will be a strong platform for long-term value creation.

The Combined Group will continue to apply Hansa's existing investment policy
(save as specifically amended in connection with the Combination) and will
implement and execute an investment strategy that comprises key elements of
both Hansa's and Ocean Wilsons' existing investment strategies of investing in
a diversified portfolio of global assets that includes exposure to private
assets. The primary focus of the investment strategy of the Combined Group
will be to deliver excellent long-term investment performance and value
creation, built on the following pillars:

o     Genuinely long term: The investment strategy of the Combined Group
is designed to ride out volatility, typically remaining invested in equity
markets through-the-cycle. This long-term approach makes the Combined Group an
attractive partner which, when combined with the network of the Investment
Team, means the Combined Group can access and invest with leading managers
that other funds may not be able to access.

o     Truly differentiated and unconstrained: The Combined Group's focus
on a multi-asset portfolio will represent a truly differentiated proposition
as compared to the traditional portfolio comprising 60% equities and 40%
bonds. Core regional and thematic funds will form a core part of the Combined
Group's portfolio alongside its mature private assets' portfolio, diversifying
assets (which have a track record of significant outperformance against
traditional bond portfolios in addition to diversifying the equity risk with
much improved drawdown characteristics) and global (direct) equities.

o     Highly aligned: The significant equity interests in the Combined
Group held by directors and partners of the portfolio manager and investment
adviser will ensure that they remain financially aligned with the Combined
Group's shareholders. This provides the long-term stability on which the
Combined Group can establish a platform to generate strong returns.

o     Understanding multiple asset classes: The Investment Team's deep
knowledge of different asset classes will allow the Combined Group to blend
various strategies together into an attractive, growing investment portfolio.
The Investment Team has deep understanding of the potential risks, rewards and
correlations between these asset classes which is central to delivering
successful multi-asset portfolios.

The Investment Team will seek to build a multi-strategy portfolio by selecting
investments across four key investment categories. Those four key investment
categories are:

o     Core / Thematic - investments, typically through third party funds,
selected by the Investment Team to provide appropriate regional and thematic
exposures.

o     Diversifying Assets - investments, typically through third party
funds and directly, that create asset diversification within the portfolio.

o     Global Equities (direct) - a diversified portfolio of global
equities identified by the Investment Team as having long-term growth
potential.

o     Private Assets - investments, typically through third party funds
and directly that provide access to securities that are not listed on public
exchanges.

The Combined Group intends to invest the balance of the net cash proceeds of
Ocean Wilsons' sale of its interest in Wilson Sons remaining following
Completion in accordance with the Combined Group's investment strategy (as
described above). Initially, it is anticipated that such funds will be
invested progressively across the Combined Group's three liquid investment
sleeves - (i) Core and Thematic, (ii) Diversifying Assets and (iii) Global
Equities - to maintain a similar investment profile to Hansa's existing
portfolio, while also providing funds to meet the Combined Group's commitments
to private asset funds and limited partnerships. Over time, it is expected
that the Combined Group's exposure to private assets will increase in line
with the Combined Group's investment strategy.

In due course, it is expected that the corporate structure of the Combined
Group will be simplified and that some or all of the investment portfolio of
Ocean Wilsons may be consolidated under the same legal entity as the Hansa
investment portfolio.

The Combined Group will continue to be named 'Hansa Investment Company
Limited' following Completion.

7.2       Management arrangements and fees for the Combined Group

HAML will act as alternative investment fund manager and portfolio manager to
the Combined Group. Hansa Capital Partners will act as investment adviser to
HAML and, in addition, will provide administrative services to the Combined
Group.

The investment management fee payable by the Combined Group to HAML will be
based on a tiered fee structure chargeable at 0.8 per cent. of the Combined
Group NAV up to £500 million and 0.7 per cent. thereafter, as compared to the
existing management fee of 1.0 per cent. currently payable by each of Hansa
(excluding the value of its holding in Ocean Wilsons) and Ocean Wilsons under
their respective investment management arrangements.

The Combined Group's new management fee arrangements will also eliminate the
additional performance fee that forms part of Ocean Wilsons' existing
management fee arrangements.

By way of illustration, assuming a Combined Group NAV of £900 million, the
Combined Group would pay annual total investment management fees per year of
£6.8 million, as opposed to aggregate fees of: (i) £9 million that would
have been payable by Ocean Wilsons and Hansa on a standalone basis under their
existing investment management arrangements; plus (ii) any additional
performance fee payable under Ocean Wilsons' existing investment management
arrangements.

7.3       Board of the Combined Group

The Board of the Combined Group will be a combined board of directors
comprising the Hansa Directors, with the addition of Andrey Berzins and
Christopher Townsend, who will join the Board of the Combined Group as
Non-Executive Directors.

It is expected that Caroline Foulger and Fiona Beck will step down from the
Ocean Wilsons Board following Completion.

7.4       Capital allocation policy of the Combined Group

It is intended that the Combined Group will adopt a new capital allocation
policy which will provide that: (i) dividends will be paid only to the extent
necessary to ensure that the Combined Group is not treated as a non-mainstream
pooled investment; and (ii) in normal market conditions, the Combined Group
intends, via on-market share buybacks, to repurchase between 2 per cent. and 4
per cent. of its issued share capital (which may include both Hansa Ordinary
Shares and Hansa 'A' Ordinary Shares) annually.

The Boards of Hansa and Ocean Wilsons believe that the proposed capital
allocation policy, which prioritises share repurchases over dividends,
represents a more effective approach to capital allocation and will enhance
shareholder returns over the long term as compared to returning value to
shareholders of the Combined Group by way of dividends.

            In determining the timing and amount of any shares
repurchased pursuant to the capital allocation policy, the Board of the
Combined Group will have regard to the prevailing discount to net asset value
at which the shares trade, the market environment, management views on the
outlook for the portfolio, and the commitments expected to be drawn in respect
of the Combined Group's interests in private asset funds and limited
partnerships over the next 12 months, with a view to maximising shareholder
returns.

Over time, the Board of the Combined Group will remain focussed on delivering
long-term sustainable shareholder value, including through the continuous
assessment of options regarding effective discount management, capital
allocation and the optimal capital structure of the Combined Group.

7.5       Listing and trading of Hansa Shares and Ocean Wilsons Shares

The Combined Group will maintain Hansa's existing listing and will, therefore,
remain a closed-ended investment fund subject to Chapter 11 of the UK Listing
Rules.

Prior to the Scheme becoming Effective, it is intended that applications will
be made to the FCA to cancel the listing of the Ocean Wilsons Shares on the
Official List, to the London Stock Exchange for the cancellation of trading of
the Ocean Wilsons Shares on the London Stock Exchange's Main Market for listed
securities and to the Bermuda Stock Exchange to cancel the listing of the
Ocean Wilsons Shares thereon, each to take effect on the Business Day
following the Effective Date.

Hansa will seek approval for the New Hansa Ordinary Shares to be admitted to
the closed-ended investment funds category of the Official List and for the
New Hansa 'A' Ordinary Shares to be admitted to the non-equity shares and
non-voting equity shares category of the Official List and, in each case, to
trading on the Main Market of the London Stock Exchange alongside the existing
Hansa Shares.

8.         Information on Hansa

Hansa is one of the oldest investment companies in the UK market and invests
in a diversified, global portfolio of investment funds, direct equities and
private assets. Hansa has held a strategic stake in Ocean Wilsons for over 66
years, which has delivered attractive total returns to Hansa Shareholders
during this time.

9.         Information on Ocean Wilsons

Ocean Wilsons is incorporated in Bermuda and its registered office is
Clarendon House, Church Street West, Hamilton, Bermuda. The Ocean Wilsons
Shares are admitted to listing on the Official List and to trading on the Main
Market of the London Stock Exchange and the Bermuda Stock Exchange. Oceans
Wilsons has one operating subsidiary, Ocean Wilsons (Investments) Limited (a
wholly owned Bermuda investment company) which holds a portfolio of
international investments. In addition, the Ocean Wilsons Group holds a
balance of cash and cash equivalents of approximately US$ 449 million as at 25
July 2025 (being the Business Day prior to the date of this announcement),
primarily representing the net cash proceeds of the Ocean Wilsons Group's
disposal of its approximately 56 per cent. interest in Wilson Sons, which
completed on 4 June 2025, after deduction of the aggregate cost of the Ocean
Wilsons Tender Offer.

10.       Strategic plans for Ocean Wilsons
10.1      Hansa's intentions and strategic plans for Ocean Wilsons

In due course, it is expected that the corporate structure of the Combined
Group will be simplified and that some or all of the investment portfolio of
Ocean Wilsons may be consolidated under the same legal entity as the Hansa
investment portfolio.

Hansa intends that the cash proceeds of Ocean Wilsons' disposal of its
interest in Wilson Sons remaining following Completion will be invested in
accordance with the investment strategy of the Combined Group.

10.2      Board of Ocean Wilsons

Following Completion, it is expected that Caroline Foulger and Fiona Beck will
step down from, and that Andrey Berzins, William Salomon and Christopher
Townsend will remain on, the Ocean Wilsons Board.

10.3      Employees

Hansa expects to retain Ocean Wilsons' two employees for a short transitional
period following Completion. However, in light of the Combined Group being an
externally managed investment company following Completion, Hansa does not
expect that these employees will remain with the Combined Group in the
long-term.

10.4      Headquarters and locations

Following Completion, the Combined Group will operate from Hansa's offices in
Bermuda, which are at Clarendon House, 2 Church Street, PO Box HM666,
Hamilton, HM CX.

10.5      Trading Facilities

The Ocean Wilsons Shares are currently admitted to the equity shares
(commercial companies) category of the Official List and to trading on the
Main Market of the London Stock Exchange and on the Bermuda Stock Exchange. As
set out in paragraph 16 below, before the Effective Date, applications shall
be made to the FCA, the London Stock Exchange and the Bermuda Stock Exchange
to cancel such admissions to listing and trading, each to take effect on the
Business Day following the Effective Date.

11.        Arrangements relating to the Combination
Confidentiality Agreement
Hansa and Ocean Wilsons have entered into the Confidentiality Agreement dated 31 March 2025 pursuant to which each party has undertaken to: (i) subject to certain exceptions, keep confidential information relating to, inter alia, the Combination and the other party, and not to disclose such information to certain third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the Combination.
These confidentiality obligations shall remain in force until Completion, or, in the event that the Combination terminates, for a period of 24 months from the date of the Confidentiality Agreement. Hansa and Ocean Wilsons also agreed to certain standstill undertakings, all of which cease to apply upon the release of this announcement.
Implementation Agreement

Hansa and Ocean Wilsons entered into the Implementation Agreement on 27 July
2025. Pursuant to the Implementation Agreement, Hansa and Ocean Wilsons
agreed, inter alia, to conduct themselves and the Combination as if the
Combination were subject to certain requirements of the Takeover Code,
notwithstanding that the Takeover Code does not apply to the Combination or
the Scheme. The Implementation Agreement contains certain other undertakings,
assurances and confirmations among the parties, including with respect to the
implementation of the Combination.

As Ocean Wilsons is incorporated and has its registered office in Bermuda, the
Takeover Code does not apply to Hansa or Ocean Wilsons, or otherwise in
relation to the Combination. However, Hansa and Ocean Wilsons have agreed to
implement the Combination, and to observe and comply with the following
provisions of the Takeover Code, as if Ocean Wilsons were subject to the
Takeover Code: Rules 2.7 (save for 2.7(c)(xiii)-(xv) (inclusive)), 2.10, 3,
12, 13, 19.1-19.3 (inclusive), 19.6(a), 20.1, 20.2(a), 20.2(b)(ii), 21.1, 23,
24.2, 24.3 (excluding (d)(xv), (xvii) and (xix)-(xxi)), 24.4-24.5, 24.9-24.10,
24.12-24.14, 24.15(a), 25.2(a)-25.2(c), 25.3-25.6, 25.7 (excluding (c)-(e)),
30.1(a)-(b) and 31.

Pursuant to the Implementation Agreement, Hansa and Ocean Wilsons have agreed to appoint a committee comprised of two representatives of each of them (the "Code Committee") which will be responsible for determining how the provisions of the Takeover Code voluntarily applied to the Combination by the parties would be interpreted and applied in relation to the Combination had Ocean Wilsons been subject to the Takeover Code. The Implementation Agreement also provides for the referral to an independent expert (the "Code Expert") of any matter relating to the interpretation and/or application of the Takeover Code that the Code Committee cannot agree on, whose rulings will (absent fraud or manifest error) be final and binding on the parties.

The Implementation Agreement also contains certain customary conduct of
business restrictions applicable to Hansa, provisions relating to dividends,
distributions and/or other returns of capital paid or made by Hansa and Ocean
Wilsons, provisions relating to the preparation and publication of the Hansa
Circular and the Hansa Prospectus and provisions relating to directors' and
officers' liability insurance.

The Implementation Agreement is terminable with immediate effect:

o     if Hansa and Ocean Wilsons so agree in writing;

o     upon service of notice by Hansa to Ocean Wilsons if the Ocean
Wilsons Independent Committee adversely changes its recommendation in respect
of the Combination;

o     upon service of notice by either Hansa or Ocean Wilsons to the other
if: (i) a competing offer becomes effective or is declared or becomes
unconditional; (ii) the Combination is withdrawn, terminates or lapses in
accordance with its terms; (iii) prior to the Long-Stop Date, a Condition
which either (a) is not capable of being waived, or (b) Hansa has confirmed it
will not waive, notwithstanding that such Condition is capable of being
waived, becomes incapable of satisfaction by the Long-Stop Date in
circumstances where invocation of the relevant Condition is permitted by the
Code Committee or the Code Expert (as applicable); (iv) the Scheme is not
approved at the Court Meeting or the Court refuses to sanction the Scheme;
(v) the Hansa Resolutions are not passed at the Hansa General Meeting; or
(vi) unless otherwise agreed by Hansa and Ocean Wilsons in writing, the
Effective Date has not occurred by the Long-stop Date; or

o     upon service of notice by Ocean Wilsons to Hansa if: (i) Hansa makes
an announcement prior to the publication of the Hansa Circular that: (a) it
will not convene the Hansa General Meeting; or (b) it intends not to post the
Hansa Circular; (ii) the Hansa Circular does not contain the unanimous
recommendation of the Hansa Independent Committee to vote in favour of the
Hansa Resolutions; (iii) a third party releases an announcement in respect of
a firm offer or acquisition of the entire issued and to be issued share
capital of Ocean Wilsons which is equivalent in all material respects to an
announcement under Rule 2.7 of the Takeover Code; or (iv) the Hansa
Independent Committee changes its recommendation in respect of the
Combination.

New Investment Management Agreement with HAML

As described in paragraph 7.2 above, following Completion, HAML will act as
alternative investment fund manager and portfolio manager to the Combined
Group, replacing Hansa Capital Partners as the portfolio manager of the
Company. Hansa Capital Partners will continue to act as investment adviser to
HAML and, in addition, will continue to provide administrative services to the
Combined Group.

Accordingly, Hansa and HAML entered into the amended and restated investment
management agreement on 27 July 2025 (the "Amended and Restated IMA"), the
material terms of which will only become effective upon Completion. The
Amended and Restated IMA combines and is therefore on substantially similar
terms as Hansa's (i) existing investment management agreement and (ii)
portfolio management agreement (the "Existing Portfolio Management
Agreement"), save that HAML will no longer delegate portfolio management
services to Hansa Capital Partners and the new agreement provides for the
lower management fee rates described in paragraph 7.2 above. Under the terms
of the Amended and Restated IMA, Hansa has consented to the delegation of
investment advisory services from HAML to Hansa Capital Partners. Any fees
payable to Hansa Capital Partners for investment advisory services will be
settled by HAML out of the management fee it receives from the Combined Group.

Hansa and Hansa Capital Partners entered into a new additional administrative
services agreement on 27 July 2025, the material terms of which will only
become effective upon Completion, in respect of the additional administrative
services currently provided by Hansa Capital Partners to Hansa under the
Existing Portfolio Management Agreement. Hansa Capital Partners will continue
to receive a fixed fee of £115,000 per annum for the additional
administrative services provided to the Combined Group.

The Existing Portfolio Management Agreement and the Ocean Wilsons' investment
management agreement with HAML will be terminated, with effect from
Completion, pursuant to short form termination agreements dated 27 July 2025,
and, save in respect of accrued fees and expenses up to Completion, with no
liability for or termination fees being payable by either Hansa or Ocean
Wilsons.

12.       Structure of, and Conditions to, the Combination
It is intended that the Combination will be effected by way of a Court-approved Scheme between Ocean Wilsons and Scheme Shareholders under section 99 of the Bermuda Companies Act, although Hansa and Ocean Wilsons reserve their rights to seek to effect the Combination by other means available under Bermudian law (including by way of a tender offer).
The purpose of the Scheme is to provide for Hansa to become the owner of the entire issued and to be issued share capital of Ocean Wilsons. This is to be achieved by the transfer of the Scheme Shares to Hansa, in consideration for which Ocean Wilsons Shareholders (excluding Hansa) will receive New Hansa Shares on the basis set out in paragraph 2 of this announcement.
The Combination will be subject to the Conditions and further terms set out below and in Appendix 1 and to be set out in the Scheme Document and will only become Effective, if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date:

o     the approval of the Scheme by a majority in number of the Scheme
Shareholders on the register of members of Ocean Wilsons at the Voting Record
Time for the Scheme who are present and vote, whether in person or by proxy,
at the Court Meeting and who represent 75 per cent. or more in value of the
Ocean Wilsons Shares voted by those Scheme Shareholders;

o     the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Ocean Wilsons and Hansa);

o     the delivery of a copy of the Court Order to the Registrar of
Companies;

o     the Hansa Resolutions being passed by a simple majority of the votes
cast by Hansa Voting Shareholders at the Hansa General Meeting; and

o     the FCA having acknowledged that the applications for Admission have
been approved and the London Stock Exchange having acknowledged that the New
Hansa Shares will be admitted to trading on the Main Market.

The Scheme will lapse if:

o     the Court Meeting is not held by the 22(nd) day after the expected
date of such meeting to be set out in the Scheme Document in due course or, if
later, the date of the Hansa General Meeting (or such later date as may be
agreed between Hansa and Ocean Wilsons and, if required, allowed by the
Court);

o     the Court Sanction Hearing is not held by the 22(nd) day after the
expected date of such meeting to be set out in the Scheme Document in due
course (or such later date as may be agreed between Hansa and Ocean Wilsons
and, if required, allowed by the Court); and

o     the Scheme does not become Effective by 11.59 p.m. on the Long-stop
Date,

provided, however, that the deadlines for the timing of the Court Meeting and
the Court Sanction Hearing as set out above may be waived by Hansa, and the
deadline for the Scheme to become Effective may be extended by agreement
between Ocean Wilsons and Hansa.

Subject to satisfaction (or, where applicable, waiver) of the Conditions, the
Scheme is expected to become Effective in September 2025.

Upon the Scheme becoming Effective, it will be binding on all Ocean Wilsons
Shareholders (including, for the avoidance of doubt, Ocean Wilsons Depositary
Interest Holders), irrespective of whether or not they attended or voted at
the Court Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document which will be sent to Ocean Wilsons Shareholders (along with the Forms of Proxy and Forms of Direction for use in connection with the Court Meeting) in due course and will be made available on Ocean Wilsons' website at www.oceanwilsons.bm/investors. It is expected that the Scheme Document will be published by mid-August 2025.
Prior to the publication of the Scheme Document, Ocean Wilsons will seek the necessary permission from the Court to convene the Court Meeting. A Scheme Convening Hearing before a judge of the Supreme Court of Bermuda has been scheduled for 13 August 2025 for this purpose. At the Scheme Convening Hearing, amongst other things, Ocean Wilsons will determine with the Court whether, for the purposes of voting at the Court Meeting, all Scheme Shareholders can vote together as one class. The Scheme Convening Hearing is expected to take place at the Supreme Court, 2nd floor, Government Administration Building, 30 Parliament Street, Hamilton HM12, Bermuda on 13 August 2025 at 9.30 a.m. (Bermuda time). Scheme Shareholders will be able to attend the Scheme Convening Hearing in person. Subject to, amongst other things, the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme is expected to become Effective in September 2025.
The Hansa Circular and the Hansa Prospectus containing information about the New Hansa Shares and the Combined Group, as well as details of the Combination and notice of the Hansa General Meeting at which the Hansa Resolutions will be proposed, will be dispatched and/or published (as applicable) on the same date as the Scheme Document is published, and will be made available on Hansa's website at www.hansaicl.com.
The Scheme shall be governed by Bermudian law and shall be subject to the applicable requirements of the Bermuda Stock Exchange, the London Stock Exchange and the FCA.
13.       Determination of the Ocean Wilsons FAV per Ocean Wilsons Share and the Hansa FAV per Hansa Share Unit

The Exchange Ratio has been determined on a FAV for FAV basis by dividing the
Ocean Wilsons FAV per Ocean Wilsons Share by the Hansa FAV per Hansa Share
Unit, calculated to four decimal places.

General calculation principles

The Ocean Wilsons FAV and the Hansa FAV have each been calculated by reference
to the Ocean Wilsons NAV and the Hansa NAV, respectively, as at 4.30 p.m.
(London time) on 30 June 2025 (the "Valuation Date"), each determined in
accordance with an agreed set of policies and methodologies designed to
reflect the respective contributions of Ocean Wilsons and Hansa to the
Combined Group NAV:

o     To the extent that valuations of any investments in either the Ocean
Wilsons or the Hansa investment portfolio as at the Valuation Date were not
available by 24 July 2025, being the date two Business Days prior to the date
of this announcement, the last reported valuation for such assets and
liabilities has been used to calculate the Ocean Wilsons NAV or the Hansa NAV
(as applicable).

o     To the extent any distribution has been received, or any capital
contribution made, in respect of any investment in either the Ocean Wilsons or
the Hansa investment portfolio between the relevant latest reported valuation
date for that investment and the Valuation Date, the valuation of such
investment has been adjusted accordingly on a pound-for-pound basis.

o     Accruals recognised by Ocean Wilsons and Hansa in the ordinary
course in accordance with their respective accounting policies as at the
Valuation Date have been taken into account in determining the Ocean Wilsons
NAV and the Hansa NAV, respectively. In addition, for the purpose of
determining the Ocean Wilsons FAV and the Hansa FAV, Ocean Wilsons and Hansa
have each recognised a separate accrual in respect of their good faith
estimates of their respective costs and expenses to the extent relating to the
implementation of the Combination and (in Ocean Wilsons' case) the Ocean
Wilsons Tender Offer ("Transaction Costs") still to be incurred as at the
Valuation Date (to the extent not already accrued within the Ocean Wilsons NAV
and the Hansa NAV, respectively, as at the Valuation Date).

o     Cash and deposits with, or balances at, a bank together with all
bills receivable, money market instruments and other debt securities (in
respect of which daily quoted or reported pricing as at the Valuation Date is
not available and which do not constitute debtors), in each case together with
any interest accrued up to and including the Valuation Date, have been valued
at par.

o     To the extent Ocean Wilsons or Hansa, on or prior to the Effective
Date, announces, declares, makes or pays any dividend, distribution or form of
capital return as a result of which Hansa or Ocean Wilsons (as applicable)
would be entitled to make an appropriate adjustment to the Exchange Ratio, and
other than in circumstances where Hansa or Ocean Wilsons (as applicable)
elects to pay a Hansa Equalising Dividend or an Ocean Wilsons Equalising
Dividend, respectively, in accordance with paragraph 14 below, the appropriate
adjustment to the Exchange Ratio shall be determined on the basis of a
pound-for-pound reduction of the Ocean Wilsons FAV or the Hansa FAV (as
applicable) on account of the amount of the relevant dividend, distribution or
form of capital return.

o     Relevant amounts denominated in currencies other than pounds
sterling have been converted into pounds sterling at the applicable Bloomberg
BFIX spot exchange rate published in respect of the Valuation Date.

Ocean Wilsons FAV per Ocean Wilsons Share

The Ocean Wilsons FAV has been calculated as the Ocean Wilsons NAV determined
in accordance with the above policies and procedures as at the Valuation Date
(being approximately £689 million), subject to the following agreed
adjustments:

o     a reduction on account of the aggregate cost of acquiring Ocean
Wilsons Shares pursuant to the Ocean Wilsons Tender Offer;

o     a reduction on account of Ocean Wilsons' Transaction Costs to the
extent not already accrued in the Ocean Wilsons NAV as at the Valuation Date;
and

o     a reduction on account of uncertainty as to the timing and extent of
the future recovery of certain non-material tax assets.

The Ocean Wilsons FAV per Ocean Wilsons Share has been calculated by dividing
the Ocean Wilsons FAV (being approximately £570 million) by 28,290,432 (being
the number of Ocean Wilsons Shares in issue as at 25 July 2025, being the
Business Day prior to the date of this announcement).

Hansa FAV per Hansa Share Unit

The Hansa FAV has been calculated as the Hansa NAV determined in accordance
with the above policies and procedures as at the Valuation Date (being
approximately £492 million), subject to the following agreed adjustments:

o     the value of Hansa's investment in Ocean Wilsons has been determined
as the Ocean Wilsons FAV per Ocean Wilsons Share multiplied by 9,352,770,
being the number of Ocean Wilsons Shares held by Hansa as at 25 July 2025
(being the Business Day prior to the date of this announcement); and

o     a reduction on account of Hansa's Transaction Costs to the extent
not already accrued in the Hansa NAV as at the Valuation Date.

The Hansa FAV per Hansa Share Unit has been calculated by dividing the Hansa
FAV (being approximately £540 million) by 40,000,000 (being the number of
Hansa Share Units in issue as at 25 July 2025, being the Business Day prior to
the date of this announcement).

Independent verification exercise

In connection with the determination of the Ocean Wilsons FAV per Ocean
Wilsons Share and the Hansa FAV per Hansa Share Unit, Ocean Wilsons and Hansa
have engaged (on a joint basis) an independent accountant to carry out certain
verification procedures to assist with the determination of the Ocean Wilsons
FAV and the Hansa FAV as at the Valuation Date, including the implementation
of the adjustments and calculations set out above.

14.       Dividends

Under the terms of the Implementation Agreement, Hansa and Ocean Wilsons have
each recorded their intention not to declare, make or pay any dividend,
distribution or form of capital return prior to the Effective Date.

If, however, on or after the date of this announcement and on or prior to the
Effective Date, Ocean Wilsons announces, declares, makes or pays any dividend,
distribution or form of capital return other than an Ocean Wilsons Equalising
Dividend, Hansa shall be entitled to either:

o     make an appropriate adjustment to the Exchange Ratio to reflect the
reduction in the Ocean Wilsons FAV per Ocean Wilsons Share arising as a result
of such dividend, distribution or form of capital return, in which case any
reference to the Exchange Ratio will be deemed to be a reference to the
Exchange Ratio as so adjusted; or

o     pay an equalising dividend to Hansa Shareholders in an amount that
would preserve the existing Exchange Ratio (a "Hansa Equalising Dividend")
without any consequential change to the Exchange Ratio.

In such circumstances, Ocean Wilsons Shareholders will be entitled to retain
the full amount of any such dividend, distribution or form of capital return
declared, made or paid.

If, on or after the date of this announcement and on or prior to the Effective
Date, Hansa announces, declares, makes or pays any dividend, distribution or
form of capital return other than a Hansa Equalising Dividend or any such
dividend, distribution or form of capital return to which the New Hansa Shares
would be entitled, Ocean Wilsons shall be entitled to either:

o     make an appropriate adjustment to the Exchange Ratio to reflect the
reduction in the Hansa FAV per Hansa Share Unit arising as a result of such
dividend, distribution or form of capital return, in which case any reference
to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio
as so adjusted; or

o     pay an equalising dividend to Ocean Wilsons Shareholders in an
amount which would preserve the existing Exchange Ratio (an "Ocean Wilsons
Equalising Dividend") without any consequential change to the Exchange Ratio.

In such circumstances, Hansa Shareholders will be entitled to retain the full
amount of any such dividend, distribution or form of capital return declared,
made or paid.

15.       Hansa Shareholder approval, the Hansa Circular and the Hansa Prospectus

The Combination will require Hansa: (i) to amend its existing investment
policy so as to permit the acquisition of further Ocean Wilsons Shares in
connection with the Combination; (ii) to increase the limit in Hansa's
bye-laws on the aggregate fees which may be paid to Hansa Directors in order
to facilitate the enlarged Board of the Combined Group; and (iii) to increase
its authorised share capital so as to permit the issuance of the New Hansa
Shares. The Combination is therefore conditional on the Hansa Resolutions
being passed by a simple majority of the votes cast by Hansa Voting
Shareholders at the Hansa General Meeting.

Hansa will prepare, publish and send to Hansa Shareholders the Hansa Circular (along with the Forms of Proxy and Forms of Direction for use in connection with the Hansa General Meeting) and will prepare and publish the Hansa Prospectus. The Hansa Circular will summarise the background to and reasons for the Combination and will include a notice convening the Hansa General Meeting containing the Hansa Resolutions to be proposed for the Combination. The Hansa Prospectus is required in connection with the Admission of the New Hansa Shares and will contain information relating to the Combination, the Combined Group and the New Hansa Shares.
The Hansa Circular and the Hansa Prospectus (along with the Forms of Proxy and Forms of Direction for use in connection with the Hansa General Meeting) will be published, and in respect of the Hansa Circular, distributed, at the same time as the Scheme Document is published.
16.       De-listing of Ocean Wilsons Shares
The last day of dealings in Ocean Wilsons Shares on the Main Market of the London Stock Exchange and on the Bermuda Stock Exchange is expected to be two Business Days prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that date (other than the registration of the transfer of the Ocean Wilsons Shares to Hansa pursuant to the Scheme), following which all of the Ocean Wilsons Shares will be suspended from the Official List and from trading on the London Stock Exchange's Main Market for listed securities and on the Bermuda Stock Exchange, and Ocean Wilsons Shares will be disabled in CREST.

Prior to the Scheme becoming Effective, Ocean Wilsons will make applications
for the cancellation of trading of the Ocean Wilsons Shares on the London
Stock Exchange's Main Market for listed securities and on the Bermuda Stock
Exchange, and for the cancellation of the listing of Ocean Wilsons Shares on
the Official List, in each case to take effect on the Business Day following
the Effective Date.

On the Effective Date, share certificates in respect of Ocean Wilsons Ordinary
Shares and uncertificated holding statements for Ocean Wilsons Depositary
Interests will cease to be valid. In addition, entitlements to Ocean Wilsons
Depositary Interests held within the CREST system will be cancelled.

17.       Admission of New Hansa Shares
Hansa will make applications for the admission of the New Hansa Ordinary Shares to the closed-ended investment funds category of the Official List and the admission of the New Hansa 'A' Ordinary Shares to the non-equity shares and non-voting equity shares category of the Official List and, in each case, to trading on the Main Market of the London Stock Exchange alongside the existing Hansa Shares. Details of how Ocean Wilsons Shareholders can hold, access and trade the New Hansa Shares will be set out in the Hansa Prospectus.
Hansa will also be required to produce the Hansa Prospectus in connection with the admission of the New Hansa Shares. Approval and publication of the Hansa Prospectus, including in the United Kingdom, is a Condition to the Combination.
18.       New Hansa Shares and fractional entitlements

The New Hansa Share Units will, when issued, each comprise one New Hansa
Ordinary Share and two New Hansa 'A' Ordinary Shares, which will be fully paid
and will rank pari passu in all respects with the existing Hansa Ordinary
Shares and Hansa 'A' Ordinary Shares, respectively, including the right to
receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid, or any form of capital return (whether by
reduction of share capital or share premium account or otherwise) made with
reference to a record date on or after the Effective Date. For the avoidance
of doubt, the New Hansa Ordinary Shares and New Hansa 'A' Ordinary Shares
comprising the New Hansa Share Units may be traded separately and
independently of each other and shall not be stapled together in any respect.

Fractions of New Hansa Share Units will not be allotted or issued to Ocean
Wilsons Shareholders. Fractional entitlements to New Hansa Share Units will be
aggregated and allotted and issued to a nominee appointed by Hansa and such
New Hansa Ordinary Shares and New Hansa 'A' Ordinary Shares will then be sold
in the market and the net proceeds of sale will be distributed in due
proportion to the Ocean Wilsons Shareholders entitled to them. However,
individual fractional entitlements to amounts (net of expenses) not exceeding
£5 will not be paid to persons who would otherwise be entitled to them under
the Combination but will be retained for the benefit of the Combined Group.

19.       Information on relevant shareholdings, interests and other arrangements relating to Hansa and Ocean Wilsons

Hansa

In 1958 Hansa acquired a significant shareholding in Ocean Wilsons and Hansa
has held a long-term strategic stake in Ocean Wilsons ever since. Today, Hansa
has a direct interest in 9,352,770 Ocean Wilsons Shares, representing 33.06
per cent. of Ocean Wilsons' issued share capital.

William Salomon

William Salomon is a director of Ocean Wilsons and of Hansa; however, William
Salomon does not take part in any decisions of the Hansa Board relating to
Hansa's investment in Ocean Wilsons.

William Salomon and his immediate family are directly interested in 822,220
Hansa Ordinary Shares and 3,587,123 Hansa 'A' Ordinary Shares, representing
2.06 per cent. of Hansa's issued voting share capital and 4.48 per cent. of
Hansa's issued non-voting share capital. William Salomon is not himself
directly interest in any Ocean Wilsons Shares but his immediate family are,
together, directly interested in 224,285 Ocean Wilsons Shares, representing
0.79 per cent. of Ocean Wilsons' issued share capital.

William Salomon and certain members of his immediate family also comprise the
limited partners of Victualia. Victualia is a Bermudian limited partnership,
managed by its general partner, Ansgar Limited. The board of Ansgar Limited
comprises three individuals, all of whom are independent of William Salomon
and his family, and the shares in Ansgar Limited are held subject to a trust
administrated by Conyers Trust Company (Bermuda) Limited, the beneficiaries of
which are members of William Salomon's immediate family. Victualia
holds 4,435,064 Ocean Wilsons Shares, representing 15.68 per cent. of Ocean
Wilsons' issued share capital, and 10,347,125 Hansa Ordinary Shares,
representing 25.87 per cent. of Hansa's issued voting issued share capital.

Accordingly, William Salomon, his immediate family members and Victualia are,
therefore, directly and indirectly interested, in aggregate, in 4,659,349
Ocean Wilsons Shares, representing 16.47 per cent. of Ocean Wilsons' issued
share capital, and 11,169,345 Hansa Ordinary Shares and 3,587,123 Hansa 'A'
Ordinary Shares, representing 27.92 per cent. of Hansa's issued voting share
capital and 4.48 per cent. of Hansa's issued non-voting share capital. Based
on the Exchange Ratio, following Completion it is expected that William
Salomon, his immediate family members and Victualia, will be interested,
directly and indirectly, in aggregate, in 18,123,423 Hansa Ordinary Shares and
17,495,279 Hansa 'A' Ordinary Shares, representing 26.55 per cent. of the
issued voting share capital of the Combined Group and 12.81 per cent. of the
issued non-voting share capital of the Combined Group.

Christopher Townsend

Christopher Townsend, William Salomon's nephew, is a director of Ocean Wilsons
and a significant shareholder of both Ocean Wilsons and Hansa. Christopher
Townsend is directly interested in 4,040,000 Ocean Wilsons Shares,
representing 14.28 per cent. of Ocean Wilsons' issued share capital, and
1,752,500 Hansa 'A' Ordinary Shares, representing 2.19 per cent. of Hansa's
issued non-voting share capital. Through his wholly-owned investment vehicle,
Nomolas, Christopher Townsend is indirectly interested in 10,347,125 Hansa
Ordinary Shares and 952,875 Hansa 'A' Ordinary Shares, representing 25.87 per
cent. of Hansa's issued voting share capital and 1.19 per cent. of Hansa's
issued non-voting share capital. Christopher Townsend is not a limited partner
in, and otherwise has no connection to, Victualia.

Christopher Townsend is, therefore, directly and indirectly interested, in
aggregate, in 4,040,000 Ocean Wilsons Shares, representing 14.28 per cent. of
Ocean Wilsons' issued share capital, and 10,347,125 Hansa Ordinary Shares and
2,705,375 Hansa 'A' Ordinary Shares, representing 25.87 per cent. of Hansa's
issued voting share capital and 3.38 per cent. of Hansa's issued non-voting
share capital. Based on the Exchange Ratio, following Completion it is
expected that Christopher Townsend will be interested, directly and
indirectly, in 16,376,825 Hansa Ordinary Shares and 14,764,775 Hansa 'A'
Ordinary Shares, representing 23.99 per cent. of the issued voting share
capital of the Combined Group and 10.81 per cent. of the issued non-voting
share capital of the Combined Group.

Accordingly, William Salomon (taken together with his immediate family members
and Victualia) and Christopher Townsend (taken together with Nomolas) are
together directly or indirectly interested in 30.75 per cent. of Ocean
Wilsons' issued share capital and 53.79 per cent. of Hansa's issued voting
share capital and 7.87 per cent. of Hansa's issued non-voting share capital
and, based on the Exchange Ratio, following Completion are expected to be
interested, directly and indirectly, in aggregate, in 34,500,248 Hansa
Ordinary Shares and 32,260,054 Hansa 'A' Ordinary Shares, representing 50.54
per cent. of the issued voting share capital of the Combined Group and 23.63
per cent. of the issued non-voting share capital of the Combined Group.

Neither Ocean Wilsons, having taken appropriate advice, nor Hansa considers
William Salomon (taken together with his immediate family members),
Christopher Townsend (taken together with Nomolas) or Victualia (which acts
through its independent general partner, Ansgar Limited) to be acting in
concert (within the meaning of the Takeover Code) with Hansa in connection
with the Combination. In addition, Hansa, having taken appropriate advice,
does not consider that either William Salomon (taken together with his
immediate family members) or Victualia are acting in concert with Christopher
Townsend (taken together with Nomolas) in relation to Hansa (or, following
Completion, the Combined Group).

The shareholdings described in this paragraph 19 are the shareholdings of the
applicable individuals and entities in Hansa and Ocean Wilsons (as applicable)
on 25 July 2025, being the Business Day prior to the date of this
announcement.

Investment management arrangements

HAML acts as investment manager to Ocean Wilsons (Investments) Limited in
consideration for which HAML receives investment management fees, pursuant to
the terms of an investment management agreement. HAML's performance and the
terms of its appointment as investment manager are reviewed annually by the
Ocean Wilsons Board.

William Salomon is the chair, and Christopher Townsend is a director, of HAML,
a Guernsey company limited by guarantee, and each receives remuneration from
HAML. Alongside William Salomon and Christopher Townsend, the other directors
of HAML are Wayne Bulpitt, Christopher Russell and William Scott. HAML also
holds directly 520,331 Hansa 'A' Ordinary Shares, representing 0.65 per cent.
of Hansa's issued non-voting share capital. The principal economic
beneficiaries of HAML, pursuant to its constitution, comprise individuals who
are part of or connected to the Salomon family and certain charitable and
philanthropic causes determined by the board of directors of HAML.

HAML receives investment advice from Hansa Capital Partners, an English
limited liability partnership in which HAML is, indirectly through its
wholly-owned subsidiary Hansa Capital Limited, a member, along with William
Salomon, Stephen Thomas and Alec Letchfield. In addition to the economic
benefit William Salomon receives from HAML, William Salomon also receives
remuneration from Hansa Capital Partners. HAML also receives investment advice
from its wholly-owned subsidiary, Hansa Capital GmbH, a Swiss entity of which
Christopher Townsend and Wayne Bulpitt are directors.

HAML acts as Hansa's alternative investment fund manager pursuant to the terms
of an alternative investment management agreement, and Hansa Capital Partners
acts as Hansa's delegated portfolio manager, other than in respect of Hansa's
shareholding in Ocean Wilsons, pursuant to the terms of the Existing Portfolio
Management Agreement under which Hansa pays investment management fees to
Hansa Capital Partners.

Following Completion, HAML will act as alternative investment fund manager and
portfolio manager to the Combined Group, and Hansa Capital Partners will be
appointed as investment adviser to HAML and, in addition, will provide
administrative services to the Combined Group, as further described in
paragraph 7.2 above and paragraph 12 above.

20.       Hansa related party transactions

The interests of Victualia and Christopher Townsend (including through his
control of Nomolas) in Hansa as at 25 July 2025, being the Business Day prior
to the date of this announcement, are detailed in paragraph 19 above.

As a result of these interests each of Victualia and Christopher Townsend
(through his control of Nomolas) are considered related parties of Hansa under
the UK Listing Rules by reason of being substantial shareholders of Hansa (as
defined in the UK Listing Rules) and, in respect of Christopher Townsend only,
by reason of being a director of HAML and Hansa Capital GmbH. Victualia is
also considered a related party of Hansa as a result of being an associate (as
defined in the UK Listing Rules) of William Salomon, a director of Hansa.

The acquisition of Ocean Wilsons Shares from, and the corresponding issue of
New Hansa Share Units to, Victualia and to Christopher Townsend under the
Scheme will each constitute a related party transaction under UK Listing Rule
8.2.1R. The Hansa Independent Committee, which has been so advised by
Winterflood, considers the terms of such transactions to be fair and
reasonable as far as Hansa Shareholders are concerned.

21.       Disclosure of Interests in Ocean Wilsons
Save in respect of the irrevocable undertakings referred to in paragraph 6 above, and the interests in Ocean Wilsons Shares of Hansa, William Salomon, his immediate family members and Victualia referred to in paragraph 19 above, as at the close of business on 25 July 2025 (being the Business Day prior to the date of this announcement) neither Hansa, nor any of its directors, nor, so far as Hansa is aware, any person acting in concert (within the meaning of the Takeover Code) with Hansa in relation to Ocean Wilsons:

o     has any interest in, or right to subscribe for, any relevant
securities of Ocean Wilsons; nor

o     has any short position in respect of any relevant securities of
Ocean Wilsons, including any short position under a derivative, any agreement
to sell, any delivery obligation or right to require another person to
purchase or take delivery of relevant securities of Ocean Wilsons; nor

o     has borrowed or lent any relevant securities of Ocean Wilsons or
entered into any financial collateral arrangements relating to relevant
securities of Ocean Wilsons; nor

o     is party to any dealing arrangement of the kind referred to in Note
11 of the definition of "acting in concert" in the Takeover Code in relation
to relevant securities of Ocean Wilsons.

An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an 'interest' by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.

22.       General
The Combination will be made on the terms and subject to the Conditions and further terms set out in Appendix 1 to this announcement and included in the Scheme Document. The sources of information and bases of calculations contained in this announcement are set out in Appendix 2 to this announcement. A summary of the irrevocable undertakings and letters of intent is contained in Appendix 3 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

In this announcement, unless the context requires otherwise:

o     references to Ocean Wilsons Shares include Ocean Wilsons Depositary
Interests, references to Ocean Wilsons Shareholders include Ocean Wilsons
Depositary Interest Holders and references to Ocean Wilsons Shareholders
voting in respect of the Scheme shall include Ocean Wilsons Depositary
Interest Holders procuring the same; and

o     references to Hansa Shares include Hansa Depositary Interests,
references to Hansa Shareholders include Hansa Depositary Interest Holders
and, for the avoidance of doubt, references to Hansa Voting Shareholders
voting in respect of the Hansa Resolutions shall include Hansa Depositary
Interest Holders procuring the same.

Winterflood and Peel Hunt have each given and not withdrawn their consent to
the date of this announcement with the inclusion herein of the references to
their names in the form and context in which they appear.

23.       Documents available on website
Copies of this announcement and the following documents will be made available on Hansa's and Ocean Wilsons' websites at www.hansaicl.com and www.oceanwilsons.bm/investors:
(A)        this announcement;
(B)        the Confidentiality Agreement;
(C)        the Implementation Agreement; and
(D)        the irrevocable undertakings and letters of intent referred to in paragraph 6 above and summarised in Appendix 3 to this announcement.
Neither the contents of Ocean Wilsons' website nor the contents of Hansa's website, nor the content of any other website accessible from hyperlinks on either such website, are incorporated into or form part of, this announcement.

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

 Ocean Wilsons                                              +1 (441) 295 1309
 Leslie Rans

 Peel Hunt - Financial adviser and broker to Ocean Wilsons  +44 (0) 20 7418 8900
 Ed Allsopp
 Charles Batten
 Tom Graham

 FTI Consulting - PR adviser to Ocean Wilsons               +44 (0) 20 3727 1000
 Ed Berry                                                   oceanwilsons@fticonsulting.com
 Alex Le May
 Alexander Davis

Important Notices

Winterflood Securities Limited ("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.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and broker to
Ocean Wilsons 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
Ocean Wilsons for providing the protections afforded to clients of Peel Hunt,
nor for providing advice in relation to the matters referred to herein.
Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

Inside Information

This announcement contains inside information as stipulated under the Market
Abuse Regulation no 596/2014 (incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019). Upon the publication of this
announcement via a regulatory information service, this inside information is
now considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of Hansa is Stephen
Thomas and on behalf of Ocean Wilsons is Leslie Rans.

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 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, Ocean Wilsons and Hansa 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 "interested" in one per cent. or more of any class of
"relevant securities" of Ocean Wilsons or of any "securities exchange offeror"
(being an "offeror" other than an "offeror" in respect of which it has been
announced that the "offer" is, or is likely to be, solely in "cash") is
requested to make an "Opening Position Disclosure" following the release of
this announcement.

An "Opening Position Disclosure" should contain details of the person's
"interests" and short positions in, and rights to subscribe for, any "relevant
securities" of each of (i) Ocean Wilsons and (ii) any "securities exchange
offeror(s)". Persons requested to make an "Opening Position Disclosure" are
requested to make such "Opening Position Disclosure" by no later than 3:30
p.m. on the tenth "business day" following the release of this announcement.
Relevant persons who undertake "dealings" in the relevant securities of Ocean
Wilsons or are a "securities exchange offeror" prior to the deadline for
making an "Opening Position Disclosure" are requested instead to make a
"Dealing Disclosure".

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.

Accordingly, in the case of both an "Opening Position Disclosure" and any
"Dealing Disclosure", disclosures of interests in the Ocean Wilsons Shares are
requested to be made.

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 Scheme
Document, which, together with the Forms of Proxy and Forms of Direction, will
contain the full terms and conditions of the Combination including details of
how to vote in respect of the Combination. Any decision by Ocean Wilsons
Shareholders in respect of, or other response to, the Combination (including
any vote in respect of the resolution to approve the Scheme), should be made
only on the basis of the information contained in the Scheme Document and the
Hansa Prospectus.

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 will be subject to the applicable requirements of the London
Stock Exchange, the Bermuda Stock Exchange and the FCA.

Ocean Wilsons will prepare the Scheme Document to be distributed to Ocean
Wilsons Shareholders and Hansa will prepare the Hansa Circular to be
distributed to Hansa Shareholders and publish the Hansa Prospectus containing
information about the New Hansa Shares and the Combined Group. Ocean Wilsons
urges Ocean Wilsons Shareholders to read the Scheme Document and the Hansa
Prospectus carefully when they become available because they will contain
important information in relation to the Combination, the New Hansa Shares and
the Combined Group. Hansa urges Hansa Shareholders to read the Hansa Circular
and Hansa Prospectus when they become available because they will contain
important information in relation to the Combination, the New Hansa Shares and
the Combined Group. Any vote in respect of the resolution to be proposed at
the Court Meeting to approve the Scheme should be made only on the basis of
the information contained in the Scheme Document and the Hansa Prospectus. Any
vote in respect of the Hansa Resolutions to be proposed at the Hansa General
Meeting should be made only on the basis of the information contained in the
Hansa Circular.

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
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 availability of the Combination, the New Hansa Shares and/or this
announcement to Ocean Wilsons Shareholders who are not resident in the United
Kingdom or Bermuda or the ability of those persons to hold such New Hansa
Shares may be affected by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom or Bermuda should inform themselves of, and observe, any
applicable legal and regulatory requirements. Ocean Wilsons Shareholders who
are in any doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay. Any failure
to comply with such restrictions may constitute a violation of the securities
laws of any such 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.

The Combination will be subject to the applicable requirements of the London
Stock Exchange, the Bermuda Stock Exchange and the FCA.

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.

The receipt of consideration by a US holder for the transfer of its Ocean
Wilsons Shares pursuant to the Scheme may have tax consequences in the US and
such consequences, if any, are not described herein. Each Ocean Wilsons
Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Combination applicable to
them, including under applicable United States state and local, as well as
overseas and other, tax laws.

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 Scheme Document and
the Hansa 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 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 investors will not be entitled to the benefits of
such legislation.

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.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Appendix 1

Conditions and Further Terms of the Combination

Part A: Conditions to the Scheme and the Combination

Long-stop Date

1.         The Combination is conditional upon the Scheme becoming unconditional and effective by no later than 11:59 p.m. on the Long-stop Date or such later date (if any) as Hansa and Ocean Wilsons may agree and, if required, the Court may allow.

Scheme approval condition

2.         The Scheme will be subject to the following conditions:

(A)        (i) its approval by a majority in number of the Scheme
Shareholders on the register of members of Ocean Wilsons at the Voting Record
Time who are present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. or more in value of the Ocean Wilsons
Shares voted by those Ocean Wilsons Shareholders; and (ii) such Court Meeting
being held on or before the 22(nd) day after the expected date of the Court
Meeting to be set out in the Scheme Document in due course or, if later, the
date of the Hansa General Meeting (or such later date, if any, as may be
agreed by Hansa and Ocean Wilsons and, if required, allowed by the Court); and

(B)        (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Ocean Wilsons and Hansa) and the delivery of a copy of the Court Order to the
Registrar of Companies; and (ii) the Court Sanction Hearing being held on or
before the 22(nd) day after the expected date of the Court Sanction Hearing to
be set out in the Scheme Document in due course (or such later date, if any,
as may be agreed by Hansa and Ocean Wilsons with the consent of the Code
Committee or Code Expert and, if required, allowed by the Court).

General conditions

3.         In addition, subject as stated in Part B below, Hansa and Ocean Wilsons have agreed that the Combination will be subject to the following Conditions and, accordingly, the necessary actions to make the Scheme Effective shall not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where applicable, waived:
Hansa Shareholder approval
(A)        the passing by a simple majority of the votes cast by Hansa Voting Shareholders at the Hansa General Meeting (whether in person or by proxy) of the Hansa Resolutions;
Admission of the New Hansa Shares
(B)        the FCA having acknowledged to Hansa or its agent (and such acknowledgement not having been withdrawn) that the applications for the admission of the New Hansa Ordinary Shares to the closed-ended investment funds category of the Official List and the admission of the New Hansa 'A' Ordinary Shares to the non-equity shares and non-voting equity shares category of the Official List have been approved, and in each case (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions have been satisfied;
(C)        the London Stock Exchange having acknowledged to Hansa or its agent (and such acknowledgement not having been withdrawn) that the New Hansa Shares will be admitted to trading on the London Stock Exchange's Main Market for listed securities;
Notifications, waiting periods and Authorisations
(D)        the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Ocean Wilsons Group taken as a whole or in the context of the Combination) arising as a result of or in connection with the Scheme or the Combination;
(E)        all notifications, filings or applications which are necessary having been made in connection with the Combination and all necessary waiting time periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Combination and all Authorisations which are necessary or reasonably considered appropriate by Hansa in any relevant jurisdiction for or in respect of the Combination or the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Ocean Wilsons or any other member of the Wider Ocean Wilsons Group by any member of the Wider Hansa Group having been obtained in terms and in a form reasonably satisfactory to Hansa from all relevant Third Parties or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Ocean Wilsons Group or the Wider Hansa Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider Ocean Wilsons Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Combination becomes effective and there being no notice or intimation of any intention to revoke, suspend, restrict, impede, modify or not to renew such Authorisations in each such case to an extent or in a manner which is material in the context of the Wider Ocean Wilsons Group or the Wider Hansa Group, as the case may be, or in the context of the Combination;

Certain matters arising as a result of any arrangement, agreement etc.

(F)        save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Combination or the acquisition or the proposed acquisition of any shares or other securities (or equivalent) in Ocean Wilsons or because of a change in the control or management of any member of Ocean Wilsons or otherwise, could or might reasonably be expected to result in any of the following (to an extent which is material and adverse in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination):
(i)         any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of or grant available to any member of the Wider Ocean Wilsons Group or the Wider Hansa Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii)        any agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(iii)        any asset or interest of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group, or any asset the use of which is enjoyed by any member of the Wider Ocean Wilsons Group or the Wider Hansa Group, being or failing to be disposed of or charged or ceasing to be available to any member of the Wider Ocean Wilsons Group or the Wider Hansa Group, or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Ocean Wilsons Group or the Wider Hansa Group otherwise than in the ordinary course of business;
(iv)       the creation, save in the ordinary course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group;
(v)        the rights, liabilities, obligations or interests of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group, or the business of any such member with any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, or adversely modified or affected;
(vi)       the value of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group or its financial or trading position or prospects being prejudiced or adversely affected; or
(vii)       the creation or acceleration of any liability, actual or contingent, by any member of the Wider Ocean Wilsons Group or the Wider Hansa Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Combination,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vii) (inclusive) of this paragraph 4(F), in each case to the extent material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
Certain events occurring since 30 June 2025 (being the Valuation Date)
(G)        save as Disclosed, no member of the Wider Ocean Wilsons Group or the Wider Hansa Group, since 30 June 2025, having:
(i)         issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
(ii)        issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(iii)        except for any Ocean Wilsons Equalising Dividend and/or Hansa Equalising Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made to another member of the Ocean Wilsons Group;
(iv)       except for intra-Ocean Wilsons Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any material asset or any right, title or interest in any material asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any such merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
(v)        undertaken:
(a)        a conversion under Part XB of the Bermuda Companies Act;
(b)        an amalgamation or merger under sections 104 or 104H respectively of the Bermuda Companies Act;
(c)        a continuation or discontinuation under Part XA of the Bermuda Companies Act; or
(d)        an arrangement or reconstruction (other than the Scheme) under sections 99 or 101 respectively of the Bermuda Companies Act;
(vi)       save for intra-Ocean Wilsons Group transactions or in the ordinary course of business, issued, authorised, proposed the issue of, or made any changes in or to, any debentures or incurred or increased any indebtedness or become subject to any contingent liability, in each case, to the extent material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
(vii)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such nature of magnitude (save in the ordinary course of business) and is material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
(viii)      waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
(ix)       made any material alteration to its bye-laws or other constitutional documents, in each case other than in connection with the implementation of the Combination;
(x)        been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business, in each case, to the extent that is material to the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
(xi)       entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this paragraph 4(G); or
(xii)       taken (or agreed or proposed to take) any action which would require the consent of the Panel or the approval of Ocean Wilsons Shareholders or Hansa Shareholders (as applicable) at a general meeting, in each case as if Rule 21.1 of the Takeover Code applied to the Combination;
No adverse change, litigation or regulatory enquiry
(H)        save as Disclosed, since 30 June 2025 (being the Valuation Date):
(i)         no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or operational performance or prospects of any member of the Wider Ocean Wilsons Group or any member of the Wider Hansa Group which is material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole, as applicable;
(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings: (a) having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Ocean Wilsons Group or any member of the Wider Hansa Group; or (b) to which any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Ocean Wilsons Group or any member of the Wider Hansa Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Ocean Wilsons and/or the Wider Hansa Group taken as a whole, as applicable;
(iii)        no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Ocean Wilsons Group or any member of the Wider Hansa Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole, as applicable;
(iv)       no contingent or other liability having arisen or become apparent to Hansa (in respect of the Wider Ocean Wilsons Group) or Ocean Wilsons (in the case of the Wider Hansa Group) which has or might reasonably be expected to adversely affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Ocean Wilsons Group or any member of the Wider Hansa Group to an extent which is material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole, as applicable;
(v)        no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Ocean Wilsons Group or any member of the Wider Hansa Group which is necessary for the proper carrying on of its business, and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, a material adverse effect on the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole, as applicable;

No discovery of certain matters

(I)         save as Disclosed, Hansa or Ocean Wilsons not having discovered:
(i)         that any financial, business or other information concerning the Wider Ocean Wilsons Group or the Wider Hansa Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading, and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise, in each case, to the extent material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
(ii)        that any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is subject to any liability (contingent or otherwise), other than in the ordinary course of business and in each case, to the extent material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination; or
(iii)        any information which affects the import of any information Disclosed at any time by or on behalf of any member the Wider Ocean Wilsons Group or the Wider Hansa Group and which is material in the context of the Wider Ocean Wilsons Group and/or the Wider Hansa Group taken as a whole or in the context of the Combination;
Anti-corruption, economic sanctions, criminal property and money laundering
(J)        save as Disclosed, Hansa and Ocean Wilsons not having discovered that:
(i)         any:
(a)        past or present member, director, officer or employee of the Wider Ocean Wilsons Group or the Wider Hansa Group, in connection with their position in the Wider Ocean Wilsons Group or the Wider Hansa Group, is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Bermuda Bribery Act 2016 or any other applicable anti-corruption or anti-bribery law, rule or regulation applicable to the Wider Ocean Wilsons Group or the Wider Hansa Group or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
(b)        person that performs or has performed services for or on behalf of the Wider Ocean Wilsons Group or the Wider Hansa Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Bermuda Bribery Act 2016 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
(ii)        any asset of any member of the Wider Ocean Wilsons Group or the Wider Hansa Group constitutes criminal property as defined in section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
(iii)        any past or present member, director, officer or employee the Wider Ocean Wilsons Group or the Wider Hansa Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
(a)        any government, entity or individual in respect of which US, UK or EU persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue and Customs; or
(b)        any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the United Kingdom, the EU or any of their respective member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;
(iv)       any past or present member, director, officer or employee of the Wider Ocean Wilsons Group or the Wider Hansa Group, or any other person for whom any such person may be liable or responsible:
(a)        has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
(b)        has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
(c)        has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
(d)        is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
(v)        any member of the Wider Ocean Wilsons Group or the Wider Hansa Group is or has been engaged in any transaction which would cause Hansa or any member of the Wider Hansa Group (including the wider Ocean Wilsons Group) to be in breach of any law or regulation upon Completion, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue and Customs, or any other relevant government authority.

 

 

Part B: Certain further terms of the Combination

1.         Subject to the requirements of the Implementation Agreement, Hansa reserves the right (but shall be under no obligation, except as provided in the Implementation Agreement) to waive:
(A)        any of the deadlines set out in paragraph 2 of Part A of this Appendix 1 for the timing of the Court Meeting and the Court Sanction Hearing, respectively. If any such deadline is not met, Hansa shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Ocean Wilsons to extend the deadline in relation to the relevant Condition; and
(B)        in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 (in respect of Conditions 3(F)-3(J), so far as they relate to Ocean Wilsons, the Wider Ocean Wilsons Group or any part thereof), except the Conditions set out in paragraphs 2(A)(i), 2(B)(i), 3(A), 3(B) and 3(C), which cannot be waived.
2.         Subject to the requirements of the Implementation Agreement, Ocean Wilsons reserves the right (but shall be under no obligation, except as provided in the Implementation Agreement) to waive, in whole or in part, all or any of Conditions 3(F)-3(J) (so far as they relate to Hansa, the Wider Hansa Group or any part thereof).
3.         Pursuant to the Implementation Agreement, Hansa and Ocean Wilsons have agreed that Rule 13 of the Takeover Code will apply in respect of the circumstances in which Hansa and/or Ocean Wilsons can invoke any Condition so as to cause the Combination not to proceed, to lapse or to be withdrawn. Under Rule 13.5(a) of the Takeover Code, Hansa may not invoke a Condition so as to cause the Combination not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Hansa in the context of the Combination. Hansa may only invoke a Condition that is subject to Rule 13.5(a) with the consent of the Code Committee or the Code Expert (as applicable). Conditions 1, 2(A), 2(B), 3(A), 3(B) and 3(C) are not subject to this requirement. Under Rule 13.6 of the Takeover Code, Ocean Wilsons may not invoke, or cause to permit Hansa to invoke, any Condition to the Combination unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Ocean Wilsons Shareholders in the context of the Combination.
4.         Except as provided in the Implementation Agreement, Hansa and/or Ocean Wilsons shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of the Conditions set out in Part A of this Appendix 1 by a date earlier than the latest date specified for the fulfilment of that Condition notwithstanding that the other Conditions of the Combination may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
5.         The Ocean Wilsons Shares acquired under the Combination will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any form of capital return (whether by reduction of share capital or share premium account or otherwise) made or paid on or after the Effective Date, save for any Ocean Wilsons Equalising Dividend.
6.         If, on or after the date of this announcement and on or prior to the Effective Date, Ocean Wilsons announces, declares, makes or pays any dividend, distribution or form of capital return other than an Ocean Wilsons Equalising Dividend, Hansa shall be entitled to either:
(A)        make an appropriate adjustment to the Exchange Ratio to reflect the reduction in the Ocean Wilsons FAV per Ocean Wilsons Share arising as a result of such dividend, distribution or form of capital return, in which case any reference to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or
(B)        pay an equalising dividend to Hansa Shareholders in an amount that would preserve the existing Exchange Ratio (a "Hansa Equalising Dividend") without any consequential change to the Exchange Ratio.

In such circumstances, Ocean Wilsons Shareholders will be entitled to retain
the full amount of any such dividend, distribution or form of capital return
declared, made or paid.

Any exercise by Hansa of its rights referred to in this paragraph 6 will be
the subject of an announcement and, for the avoidance of doubt, will not be
regarded as constituting any revision or variation of the Combination.

7.         If, on or after the date of this announcement and on or prior to the Effective Date, Hansa announces, declares, makes or pays any dividend, distribution or form of capital return other than a Hansa Equalising Dividend or any such dividend, distribution or form of capital return to which the New Hansa Shares would be entitled, Ocean Wilsons shall be entitled to either:
(A)        make an appropriate adjustment to the Exchange Ratio to reflect the reduction in the Hansa FAV per Hansa Share Unit arising as a result of such dividend, distribution or form of capital return, in which case any reference to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or
(B)        pay an equalising dividend to Ocean Wilsons Shareholders in an amount which would preserve the existing Exchange Ratio (an "Ocean Wilsons Equalising Dividend") without any consequential change to the Exchange Ratio.

In such circumstances, Hansa Shareholders will be entitled to retain the full
amount of any such dividend, distribution or form of capital return declared,
made or paid.

Any exercise by Ocean Wilsons of its rights referred to in this paragraph 7
will be the subject of an announcement and, for the avoidance of doubt, will
not be regarded as constituting any revision or variation of the Combination.

8.         The availability of the Combination to persons not resident in the United Kingdom or Bermuda may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Bermuda should inform themselves about and observe any applicable requirements. The New Hansa Shares to be issued pursuant to the Combination have not been and will not be registered under the US Securities Act nor under any of the relevant securities laws of any other Restricted Jurisdiction. Accordingly, the New Hansa Shares may not be offered, sold or delivered, directly or indirectly, in the United States or any other Restricted Jurisdiction, except pursuant to exemptions from applicable requirements of any such jurisdiction.
9.         The Combination is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.
10.       The Combination and the Scheme are or will be (as applicable) governed by Bermudian law and subject to the jurisdiction of the Courts of Bermuda and to the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Combination will be subject to the applicable requirements of the London Stock Exchange, the Bermuda Stock Exchange and the FCA.
11.        The New Hansa Share Units will, when issued, each comprise one New Hansa Ordinary Share and two New Hansa 'A' Ordinary Shares, which will be fully paid and will rank pari passu in all respects with the existing Hansa Ordinary Shares and Hansa 'A' Ordinary Shares, including the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid, or any form of capital return (whether by reduction of share capital or share premium account or otherwise) made with reference to a record date on or after the Effective Date. For the avoidance of doubt, the New Hansa Ordinary Shares and New Hansa 'A' Ordinary Shares comprising the New Hansa Share Units may be traded separately and independently of each other and shall not be stapled together in any respect.
12.       Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.
13.       The Combination is subject to, inter alia, the Conditions and further terms set out in Part A and Part B of this Appendix 1 to this announcement. The Combination is also subject to the full terms and conditions which will be set out in the Scheme Document and such further terms as may be required to comply with the UK Listing Rules and the provisions of the Takeover Code which the parties have voluntarily applied to the Combination pursuant to the Implementation Agreement.

Appendix 2

Sources of Information and Bases of Calculation

Determination of the Ocean Wilsons FAV per Ocean Wilsons Share and the Hansa FAV per Hansa Share Unit

The Exchange Ratio has been determined on a FAV for FAV basis by dividing the
Ocean Wilsons FAV per Ocean Wilsons Share by the Hansa FAV per Hansa Share
Unit, calculated to four decimal places.

General calculation principles

The Ocean Wilsons FAV and the Hansa FAV have each been calculated by reference
to the Ocean Wilsons NAV and the Hansa NAV, respectively, as at 4.30 p.m.
(London time) on 30 June 2025 (the "Valuation Date"), each determined in
accordance with an agreed set of policies and methodologies designed to
reflect the respective contributions of Ocean Wilsons and Hansa to the
Combined Group NAV:

·      To the extent that valuations of any investments in either the
Ocean Wilsons or the Hansa investment portfolio as at the Valuation Date were
not available by 24 July 2025, being the date two Business Days prior to the
date of this announcement, the last reported valuation for such assets and
liabilities has been used to calculate the Ocean Wilsons NAV or the Hansa NAV
(as applicable).

·      To the extent any distribution has been received, or any capital
contribution made, in respect of any investment in either the Ocean Wilsons or
the Hansa investment portfolio between the relevant latest reported valuation
date for that investment and the Valuation Date, the valuation of such
investment has been adjusted accordingly on a pound-for-pound basis.

·      Accruals recognised by Ocean Wilsons and Hansa in the ordinary
course in accordance with their respective accounting policies as at the
Valuation Date have been taken into account in determining the Ocean Wilsons
NAV and the Hansa NAV, respectively. In addition, for the purpose of
determining the Ocean Wilsons FAV and the Hansa FAV, Ocean Wilsons and Hansa
have each recognised a separate accrual in respect of their good faith
estimate of their respective costs and expenses to the extent relating to the
implementation of the Combination and (in Ocean Wilsons' case) the Ocean
Wilsons Tender Offer ("Transaction Costs") still to be incurred as at the
Valuation Date (to the extent not already accrued within the Ocean Wilsons NAV
and the Hansa NAV, respectively, as at the Valuation Date).

·      Cash and deposits with, or balances at, a bank together with all
bills receivable, money market instruments and other debt securities (in
respect of which daily quoted or reported pricing as at the Valuation Date is
not available and which do not constitute debtors), in each case together with
any interest accrued up to and including the Valuation Date, have been valued
at par.

·      To the extent Ocean Wilsons or Hansa, on or prior to the
Effective Date, announces, declares, makes or pays any dividend, distribution
or form of capital return as a result of which Hansa or Ocean Wilsons (as
applicable) would be entitled to make an appropriate adjustment to the
Exchange Ratio, and other than in circumstances where Hansa or Ocean Wilsons
(as applicable) pays a Hansa Equalising Dividend or an Ocean Wilsons
Equalising Dividend, respectively, in accordance with paragraph 14, the
appropriate adjustment to the Exchange Ratio shall be determined on the basis
of a pound-for-pound reduction of the Ocean Wilsons FAV or the Hansa FAV (as
applicable) on account of the amount of the relevant dividend, distribution or
form of capital return.

·      Relevant amounts denominated in currencies other than pounds
sterling have been converted into pounds sterling at the applicable Bloomberg
BFIX spot exchange rate published in respect of the Valuation Date.

Ocean Wilsons FAV per Ocean Wilsons Share

The Ocean Wilsons FAV has been calculated as the Ocean Wilsons NAV determined
in accordance with the above policies and procedures as at the Valuation Date
(being approximately £689 million), subject to the following agreed
adjustments:

·      a reduction on account of the aggregate cost of acquiring Ocean
Wilsons Shares pursuant to the Ocean Wilsons Tender Offer;

·      a reduction on account of Ocean Wilsons' Transaction Costs to the
extent not already accrued in the Ocean Wilsons NAV as at the Valuation Date;
and

·      a reduction on account of uncertainty as to the timing and extent
of the future recovery of certain non-material tax assets.

The Ocean Wilsons FAV per Ocean Wilsons Share has been calculated by dividing
the Ocean Wilsons FAV (being approximately £570 million) by 28,290,432 (being
the number of Ocean Wilsons Shares in issue as at 25 July 2025, being the
Business Day prior to the date of this announcement).

Hansa FAV per Hansa Share Unit

The Hansa FAV has been calculated as the Hansa NAV determined in accordance
with the above policies and procedures as at the Valuation Date (being
approximately £492 million), subject to the following agreed adjustments:

·      the value of Hansa's investment in Ocean Wilsons has been
determined as the Ocean Wilsons FAV per Ocean Wilsons Share multiplied by
9,352,770, being the number of Ocean Wilsons Shares held by Hansa as at 25
July 2025 (being the Business Day prior to the date of this announcement); and

·      a reduction on account of Hansa's Transaction Costs to the extent
not already accrued in the Hansa NAV as at the Valuation Date.

The Hansa FAV per Hansa Share Unit has been calculated by dividing the Hansa
FAV (being approximately £540 million) by 40,000,000 (being the number of
Hansa Share Units in issue as at 25 July 2025, being the Business Day prior to
the date of this announcement).

Independent verification exercise

In connection with the determination of the Ocean Wilsons FAV per Ocean
Wilsons Share and the Hansa FAV per Hansa Share Unit, Ocean Wilsons and Hansa
have engaged (on a joint basis) an independent accountant to carry out certain
verification procedures to assist with the determination of the Ocean Wilsons
FAV and the Hansa FAV as at the Valuation Date, including the implementation
of the adjustments and calculations set out above.

Appendix 3

Irrevocable Undertakings AND LETTERS OF INTENT

(a)        Irrevocable undertakings from members of the Ocean Wilsons
Independent Committee and Ocean Wilsons Shareholders

The following holders or controllers of Ocean Wilsons Shares have given
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting:

Part A - Ocean Wilsons Independent Committee members' irrevocable undertakings

 Name of Ocean Wilsons Independent Committee member  Number of Ocean Wilsons Shares in respect of which undertaking is given  Percentage of Ocean Wilsons issued share capital  Percentage of Scheme Shares
 Caroline Foulger                                    25,000                                                                   0.09%                                             0.13%
 Fiona Beck                                          15,000                                                                   0.05%                                             0.08%
 Andrey Berzins                                      20,000                                                                   0.07%                                             0.11%
 TOTAL                                               60,000                                                                   0.21%                                             0.32%

 

The irrevocable undertakings given by the members of the Ocean Wilsons
Independent Committee will cease to be binding on the earlier of the following
occurrences:

(A)        the Scheme Document is not sent to Ocean Wilsons
Shareholders within 28 days (or such longer period as Ocean Wilsons and Hansa
may agree) after the date of this announcement;

(B)        Hansa announces that it does not intend to proceed with the
Combination and no new, revised or replacement Scheme is announced by Hansa at
the same time;

(C)        the Scheme lapses or is withdrawn in accordance with its
terms and Hansa publicly confirms that it does not intend to proceed with the
Combination or to implement the Combination by way of a new, revised or
replacement Scheme or a takeover offer (as such term is defined in section 974
of the UK Companies Act, as if references therein to a "company" included
Ocean Wilsons) (a "Takeover Offer") or otherwise;

(D)        the Scheme has not become effective by 6.00 p.m. (London
time) on the Long-stop Date (or such later time or date as agreed between
Hansa and Ocean Wilsons, with the approval of the Court if and to the extent
required); or

(E)        the date on which any competing offer for the entire issued
and to be issued share capital of Ocean Wilsons is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective.

Part B - other Ocean Wilsons Shareholders' irrevocable undertakings

 Name of Ocean Wilsons Shareholder  Number of Ocean Wilsons Shares in respect of which undertaking is given  Percentage of Ocean Wilsons issued share capital  Percentage of Scheme Shares
 Victualia                          4,435,064                                                                15.68%                                            23.42%
 Christopher Townsend               4,040,000                                                                14.28%                                            21.33%
 TOTAL                              8,475,064                                                                29.96%                                            44.75%

 

The irrevocable undertakings given by these Ocean Wilsons Shareholders will
cease to be binding on the earlier of the following occurrences:

(A)        the Scheme Document is not sent to Ocean Wilsons
Shareholders within 28 days (or such longer period as Ocean Wilsons and Hansa
may agree) after the date of this announcement;

(B)        Hansa announces that it does not intend to proceed with the
Combination and no new, revised or replacement Scheme is announced by Hansa at
the same time;

(C)        the Scheme lapses or is withdrawn in accordance with its
terms and Hansa publicly confirms that it does not intend to proceed with the
Combination or to implement the Combination by way of a new, revised or
replacement Scheme or a Takeover Offer or otherwise;

(D)        the Scheme has not become effective by 6.00 p.m. (London
time) on the Long-stop Date (or such later time or date as agreed between
Hansa and Ocean Wilsons, with the approval of the Court if and to the extent
required); or

(E)        the date on which any competing offer for the entire issued
and to be issued share capital of Ocean Wilsons is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective.

Part C - Ocean Wilsons Shareholders' letters of intent

The following holders or controllers of Ocean Wilsons Shares have given
non-binding letters of intent to vote in favour of the Scheme at the Court
Meeting:

 Name of Ocean Wilsons Shareholder                     Number of Ocean Wilsons Shares in respect of which letter of intent is given  Percentage of Ocean Wilsons issued share capital  Percentage of Scheme Shares
 City of London Investment Management Company Limited  302,879                                                                       1.07%                                             1.60%
 Unicorn Asset Management Limited                      608,000                                                                       2.15%                                             3.21%
 TOTAL                                                 910,879                                                                       3.22%                                             4.81%

 

(b)        Irrevocable undertakings from members of the Hansa
Independent Committee and Hansa Shareholders

            The following Hansa Voting Shareholders have given
irrevocable undertakings to vote in favour of the Hansa Resolutions at the
Hansa General Meeting:

Part A - Hansa Independent Committee members' irrevocable undertakings

 Name of Hansa Independent Committee member  Number of Hansa Ordinary Shares in respect of which undertaking is given  Percentage of Hansa issued voting share capital
 Jonathan Davie                              45,000                                                                    0.11%
 Simona Heidempergher                        6,400                                                                     0.02%
 TOTAL                                       51,400                                                                    0.13%

 

The irrevocable undertakings given by the members of the Hansa Independent
Committee will cease to be binding on the earlier of the following
occurrences:

(A)        the Scheme Document is not sent to Ocean Wilsons
Shareholders within 28 days (or such longer period as Ocean Wilsons and Hansa
may agree) after the date of this announcement;

(B)        Hansa announces that it does not intend to proceed with the
Combination and no new, revised or replacement Scheme is announced by Hansa at
the same time;

(C)        the Scheme lapses or is withdrawn in accordance with its
terms and Hansa publicly confirms that it does not intend to proceed with the
Combination or to implement the Combination by way of a new, revised or
replacement Scheme or a Takeover Offer or otherwise;

(D)        the Scheme has not become effective by 6.00 p.m. (London
time) on the Long-stop Date (or such later time or date as agreed between
Hansa and Ocean Wilsons, with the approval of the Court if and to the extent
required); or

(E)        the date on which any competing offer for the entire issued
and to be issued share capital of Ocean Wilsons is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective.

Part B - other Hansa Shareholders' irrevocable undertakings

 Name of Hansa Shareholder  Number of Hansa Ordinary Shares in respect of which undertaking is given  Percentage of Hansa issued voting share capital
 Victualia                  10,347,125                                                                25.87%
 Nomolas                    10,347,125                                                                25.87%
 William Salomon            808,970                                                                   2.02%
 TOTAL                      21,503,220                                                                53.76%

 

The irrevocable undertakings given by these Hansa Shareholders will cease to
be binding on the earlier of the following occurrences:

(A)        the Scheme Document is not sent to Ocean Wilsons
Shareholders within 28 days (or such longer period as Ocean Wilsons and Hansa
may agree) after the date of this announcement;

(B)        Hansa announces that it does not intend to proceed with the
Combination and no new, revised or replacement Scheme is announced by Hansa at
the same time;

(C)        the Scheme lapses or is withdrawn in accordance with its
terms and Hansa publicly confirms that it does not intend to proceed with the
Combination or to implement the Combination by way of a new, revised or
replacement Scheme or a Takeover Offer or otherwise;

(D)        the Scheme has not become effective by 6.00 p.m. (London
time) on the Long-stop Date (or such later time or date as agreed between
Hansa and Ocean Wilsons, with the approval of the Court if and to the extent
required); or

(E)        the date on which any competing offer for the entire issued
and to be issued share capital of Ocean Wilsons is declared wholly
unconditional or, if proceeding by way of a scheme of arrangement, becomes
effective.

Appendix 4

Definitions

The following definitions apply throughout this announcement, unless the
context otherwise requires:

 Admission                                  admission of the New Hansa Ordinary Shares to the closed-ended investment
                                            funds category of the Official List and the New Hansa 'A' Ordinary Shares to
                                            the non-equity shares and non-voting equity shares category of the Official
                                            List and, in each case, to trading on the Main Market
 Authorisations                             regulatory authorisations, orders, recognitions, grants, consents, clearances,
                                            confirmations, certificates, licences, permissions or approvals, in each case
                                            of a Third Party
 Bermuda Companies Act                      the Companies Act 1981 of Bermuda, as amended
 Blocking Law                               (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
                                            (or any law or regulation implementing such Regulation in any member state of
                                            the European Union); or (ii) any provision of Council Regulation (EC) No
                                            2271/1996 of 22 November 1996, as it forms part of domestic law of the United
                                            Kingdom by virtue of the European Union (Withdrawal) Act 2018
 Board                                      the board of directors of Ocean Wilsons, Hansa and/or the Combined Group (as
                                            the context requires)
 Business Day                               a day (other than a Saturday or a Sunday) on which banks are open for general
                                            banking business in the United Kingdom and Bermuda
 Code Committee                             the committee established pursuant to the Implementation Agreement, comprising
                                            two representatives of each of Hansa and Ocean Wilsons
 Code Expert                                the independent expert appointed as such pursuant to the Implementation
                                            Agreement
 Combination                                the proposed all-share combination of Hansa and Ocean Wilsons to be effected
                                            by means of the Scheme on the terms and subject to the conditions set out in
                                            this announcement
 Combined Group                             following Completion, the combined Ocean Wilsons Group and Hansa
 Combined Group NAV                         the aggregate net asset value of the Combined Group
 Conditions                                 the conditions to the implementation of the Combination, as set out in
                                            Appendix 1 to this announcement and to be set out in the Scheme Document
 Confidentiality Agreement                  the confidentiality agreement dated 31 March 2025 between Hansa and Ocean
                                            Wilsons as described in paragraph 11 of this announcement
 Court                                      the Supreme Court of Bermuda
 Court Meeting                              the meeting to be convened at the direction of the Court pursuant to section
                                            99(1) of the Bermuda Companies Act in order for Scheme Shareholders to
                                            consider, and if thought fit approve, the Scheme, notice of which is to be set
                                            out in the Scheme Document (including, where the context requires, any
                                            adjournment, postponement or reconvention thereof)
 Court Order                                the order of the Court sanctioning the Scheme
 Court Sanction Hearing                     the hearing by the Court of the application to sanction the Scheme under
                                            section 99 of the Bermuda Companies Act
 CREST                                      the system for the paperless settlement of trades in securities and the
                                            holding of uncertificated securities operated by Euroclear
 Disclosed                                  a)   in respect of Ocean Wilsons, information disclosed by or on behalf of
                                            Ocean Wilsons: (i) in the annual report and accounts of the Ocean Wilsons
                                            Group for the financial year ended 31 December 2024; and (ii) in this
                                            announcement; and

                                            b)   in respect of Hansa, information disclosed by or on behalf of Hansa:
                                            (i) in the annual report and accounts of Hansa for the financial year ended 31
                                            March 2025; and (ii) in this announcement
 Effective                                  in the context of the Combination, the Scheme having become effective pursuant
                                            to its terms
 Effective Date or Completion               the date on which the Scheme becomes effective in accordance with its terms
 Euroclear                                  Euroclear UK & Ireland International Limited
 Exchange Ratio                             1.4925 New Hansa Share Units for every 1 Ocean Wilsons Share and, where the
                                            terms of the Combination allow, any subsequent adjustment thereof
 Excluded Shares                            any Ocean Wilsons Ordinary Shares which are: (i) registered in the name of or
                                            beneficially owned by Hansa (and/or any nominee of Hansa); or (ii) held in
                                            treasury, in each case, at any relevant date or time as the context permits
 FAV                                        formula asset value
 FCA                                        the Financial Conduct Authority
 Forms of Direction                         as the context requires, the forms of direction for use in connection with the
                                            Court Meeting, which will accompany the Scheme Document and/or the forms of
                                            direction for use in connection with the Hansa General Meeting, which will
                                            accompany the Hansa Circular, as applicable
 Forms of Proxy                             as the context requires, the forms of proxy for use in connection with the
                                            Court Meeting, which will accompany the Scheme Document and/or the forms of
                                            proxy for use in connection with the Hansa General Meeting, which will
                                            accompany the Hansa Circular, as applicable
 FSMA                                       the Financial Services and Markets Act 2000, as amended
 HAML                                       Hanseatic Asset Management LBG
 Hansa                                      Hansa Investment Company Limited
 Hansa 'A' Ordinary Shares                  the non-voting 'A' ordinary shares of 1 pence each in the capital of Hansa
 Hansa Board                                the board of directors of Hansa
 Hansa Capital Partners                     Hansa Capital Partners LLP
 Hansa Circular                             the circular relating to approval of the Combination to be sent by Hansa to
                                            Hansa Shareholders summarising the background to and reasons for the
                                            Combination, which will include a notice convening the Hansa General Meeting
 Hansa Depositary Interests                 the depositary interests relating to Hansa Ordinary Shares and Hansa 'A'
                                            Ordinary Shares, each representing a unit of beneficial ownership in one Hansa
                                            Ordinary Share or one Hansa 'A' Ordinary Share (as applicable), registered in
                                            the name of Computershare Company Nominees Limited, which are held and capable
                                            of being traded within CREST
 Hansa Depositary Interest Holders          the holders of Hansa Depositary Interests
 Hansa Directors                            the directors of Hansa from time to time
 Hansa Equalising Dividend                  has the meaning given to it in the Summary
 Hansa FAV                                  the FAV of Hansa as determined in accordance with paragraph 13 of this
                                            announcement
 Hansa General Meeting                      the general meeting of Hansa (including any adjournment thereof) to be
                                            convened for the purpose of considering, and if thought fit approving, the
                                            Hansa Resolutions, notice of which will be sent to Hansa Shareholders
 Hansa Independent Committee                the committee of the board of directors of Hansa comprising all of the Hansa
                                            Directors, save for William Salomon, and constituted for the purposes of
                                            considering the Combination
 Hansa NAV                                  the aggregate net asset value of Hansa
 Hansa Ordinary Shares                      the ordinary shares of 1 pence each in the capital of Hansa
 Hansa Prospectus                           the prospectus to be produced by Hansa in respect of the New Hansa Shares and
                                            sent (or otherwise made publicly available) to Hansa Shareholders and Ocean
                                            Wilsons Shareholders (other than those in Restricted Jurisdictions) at the
                                            same time and on the same date as the Hansa Circular and the Scheme Document
 Hansa Resolutions                          the ordinary shareholder resolutions of Hansa needed to approve, effect and
                                            implement the Combination, being resolutions to: (i) amend Hansa's investment
                                            policy so as to permit the acquisition of further Ocean Wilsons Shares in
                                            connection with the Combination; (ii) increase the limit in bye-law 44.1 of
                                            the Hansa bye-laws on the aggregate fees which may be paid to the Combined
                                            Group's directors from US$ 600,000 to US$ 900,000; and (iii) increase Hansa's
                                            authorised share capital to permit Hansa to allot the New Hansa Shares (and
                                            any amendments thereof)
 Hansa Shareholders                         holders of Hansa Ordinary Shares and Hansa 'A' Ordinary Shares
 Hansa Shares                               the allotted and issued Hansa Ordinary Shares and Hansa 'A' Ordinary Shares in
                                            the capital of Hansa
 Hansa Share Units                          one Hansa Ordinary Share and two Hansa 'A' Ordinary Shares
 Hansa Voting Shareholders                  the holders of Hansa Ordinary Shares and the holders of Hansa Depositary
                                            Interests representing underlying Hansa Ordinary Shares
 Implementation Agreement                   the agreement dated 27 July 2025 between Hansa and Ocean Wilsons relating to,
                                            among other things, the implementation of the Combination, as described in
                                            paragraph 11 of this announcement
 Investment Team                            HAML, as investment manager, and Hansa Capital Partners, as investment adviser
                                            to HAML
 London Stock Exchange                      London Stock Exchange plc or its successor
 Long-stop Date                             31 December 2025, or such later date as may be agreed in writing by Hansa and
                                            Ocean Wilsons (with the Code Committee's or Code Expert's consent (as
                                            applicable) and as the Court may approve (if such approval(s) are required))
 Main Market                                the Main Market of the London Stock Exchange
 New Hansa 'A' Ordinary Shares              the new Hansa 'A' Ordinary Shares proposed to be issued to Ocean Wilsons
                                            Shareholders in connection with the Combination
 New Hansa Ordinary Shares                  the new Hansa Ordinary Shares proposed to be issued to Ocean Wilsons
                                            Shareholders in connection with the Combination
 New Hansa Shares                           the New Hansa Ordinary Shares and the New Hansa 'A' Ordinary Shares
 New Hansa Share Units                      the unstapled units comprising one New Hansa Ordinary Share and two New Hansa
                                            'A' Ordinary Shares proposed to be issued to Ocean Wilsons Shareholders in
                                            connection with the Combination
 Nomolas                                    Nomolas Limited
 Ocean Wilsons                              Ocean Wilsons Holdings Limited
 Ocean Wilsons Board                        the board of directors of Ocean Wilsons
 Ocean Wilsons Depositary Interests         the depositary interests relating to Ocean Wilsons Ordinary Shares, each
                                            representing a unit of beneficial ownership in one Ocean Wilsons Ordinary
                                            Share, registered in the name of MUFG Corporate Markets Trustees (Nominees)
                                            Limited, which are held and capable of being traded within CREST
 Ocean Wilsons Depositary Interest Holders  the holders of Ocean Wilsons Depositary Interests
 Ocean Wilsons Directors                    the directors of Ocean Wilsons from time to time
 Ocean Wilsons Equalising Dividend          has the meaning given to it in the Summary
 Ocean Wilsons FAV                          the consolidated FAV of the Ocean Wilsons Group as determined in accordance
                                            with paragraph 13 of this announcement
 Ocean Wilsons Group                        Ocean Wilsons and its subsidiary undertakings and, where the context permits,
                                            each of them
 Ocean Wilsons Independent Committee        the committee of the board of directors of Ocean Wilsons comprising all of the
                                            Ocean Wilsons Directors, save for William Salomon and Christopher Townsend,
                                            and constituted for the purposes of considering the Combination
 Ocean Wilsons NAV                          the consolidated net asset value of the Ocean Wilsons Group
 Ocean Wilsons Ordinary Shares              the ordinary shares of 20 pence each in the capital of Ocean Wilsons
 Ocean Wilsons Ordinary Shareholders        the holders of Ocean Wilsons Ordinary Shares
 Ocean Wilsons Shares                       Ocean Wilsons Ordinary Shares and Ocean Wilsons Depositary Interests, unless
                                            the context requires otherwise
 Ocean Wilsons Shareholders                 Ocean Wilsons Ordinary Shareholders and Ocean Wilsons Depositary Interest
                                            Holders, unless the context requires otherwise
 Official List                              the Official List maintained by the FCA
 Opening Position Disclosure                has the same meaning as in Rule 8 of the Takeover Code
 Panel                                      the UK Panel on Takeovers and Mergers
 Registrar of Companies                     the Registrar of Companies in Bermuda or its successor from time to time
 Regulatory Information Service             any information service authorised from time to time by the FCA for the
                                            purpose of disseminating regulatory announcements
 Restricted Jurisdiction                    any jurisdiction where local laws or regulations may result in a significant
                                            risk of civil, regulatory or criminal exposure if information concerning the
                                            Combination is sent or made available to Ocean Wilsons Shareholders in that
                                            jurisdiction or would result in a requirement to comply with any governmental
                                            or other consent or any registration, filing, or other formality which Ocean
                                            Wilsons regards as overly onerous
 Restricted Overseas Person                 Ocean Wilsons Shareholders resident in, or nationals or citizens of,
                                            Restricted Jurisdictions or who are nominees or custodians, trustees or
                                            guardians for, citizens, residents or nationals of such Restricted
                                            Jurisdictions
 Scheme                                     the proposed scheme of arrangement under section 99 of the Bermuda Companies
                                            Act between Ocean Wilsons and the Scheme Shareholders in connection with the
                                            Combination, with or subject to any modification, addition or condition
                                            approved or imposed by the Court and agreed by Ocean Wilsons and Hansa
 Scheme Document                            the document to be sent to Ocean Wilsons Shareholders containing, amongst
                                            other things, the Scheme and the notice convening the Court Meeting
 Scheme Shareholders                        holders of Scheme Shares
 Scheme Shares                              the Ocean Wilsons Ordinary Shares (including, for the avoidance of doubt,
                                            those Ocean Wilsons Ordinary Shares underlying the Ocean Wilsons Depositary
                                            Interests): (i) in issue at the date of the Scheme; and (ii) (if any) issued
                                            after the date of the Scheme and prior to the Voting Record Time, in each case
                                            (where the context requires), which remain in issue at the record time of the
                                            Scheme but excluding any Excluded Shares at any relevant date or time
 Significant Interest                       in relation to an undertaking, a direct or indirect interest of 20 per cent.
                                            or more of the total voting rights conferred by the equity share capital (as
                                            defined in section 548 of the UK Companies Act) of such undertaking
 Takeover Code                              the City Code on Takeovers and Mergers
 Third Party                                each of a government or governmental, quasi-governmental, supranational,
                                            statutory, regulatory, environmental or investigative body, court, trade
                                            agency, association, institution, any entity owned or controlled by any
                                            relevant government or state, or any other body or person whatsoever in any
                                            jurisdiction
 UK Companies Act                           the Companies Act 2006 of the UK, as amended
 UK Listing Rules                           means the rules and regulations made by the FCA pursuant to Part 6 of the
                                            United Kingdom Financial Services and Markets Act 2000 and contained in the
                                            FCA's publication of the same name, as amended
 United Kingdom or UK                       the United Kingdom of Great Britain and Northern Ireland
 United States or US                        the United States of America, its territories and possessions, any state of
                                            the United States of America, the District of Columbia and all other areas
                                            subject to its jurisdiction and any political sub-division thereof
 US Exchange Act                            the United States Securities Exchange Act of 1934, as amended
 US Investment Company Act                  the United States Investment Company Act of 1940, as amended
 US Securities Act                          the United States Securities Act of 1933, as amended
 Valuation Date                             30 June 2025 or, where the context requires, 4.30 p.m. (London time) on such
                                            date
 Victualia                                  Victualia Limited Partnership
 Voting Record Time                         the time and date specified in the Scheme Document by reference to which
                                            entitlement to vote at the Court Meeting will be determined, expected to be
                                            8:00 p.m. (London time) on the day which is two Business Days before the Court
                                            Meeting or, if the Court Meeting is adjourned, 8:00 p.m. (London time) on the
                                            day which is two Business Days before the date of such adjourned Court Meeting
 Wider Ocean Wilsons Group                  Ocean Wilsons and associated undertakings and any other body corporate,
                                            partnership, joint venture or person in which Ocean Wilsons and such
                                            undertakings (aggregating their interests) have a Significant Interest
 Wider Hansa Group                          Hansa and associated undertakings and any other body corporate, partnership,
                                            joint venture or person in which Hansa and all such undertakings (aggregating
                                            their interests) have a Significant Interest (other than any member of the
                                            Ocean Wilsons Group)
 Wilson Sons                                Wilson Sons S.A.

 

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