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Hansa InvestmentAnnouncement

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RNS Number : 2059Z  Hansa Investment Company Limited  12 September 2025

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

 

FOR IMMEDIATE RELEASE

 

LEI: 213800RS2PWJXS2QDF66

 

12 September 2025

 

 

HANSA INVESTMENT COMPANY LIMITED

RESULT OF GENERAL MEETING

 

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

 

Hansa held a General Meeting earlier today in connection with the proposed
Combination and is pleased to announce that all the resolutions set out in the
Notice of General Meeting were passed by the requisite majority on a poll.
Full details of the resolutions passed are set out in the notice of the
General Meeting contained on pages 31 and 32 of the circular to shareholders
published by Hansa on 14 August 2025 (the "Hansa Circular").

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meaning as set out in the Hansa Circular and all references to
times in this announcement are to London time unless otherwise stated.

 

The details of the proxy votes lodged are set out below:

 

 Resolution                                                                       Votes For          %       Votes Against           %      Votes Total                            Withheld
 1. That the authorised share capital be increased to 80,000,000 Ordinary             21,917,470     97.67%          521,727         2.33%                22,439,197                              0
 Shares and 160,000,000 'A' Ordinary Shares
 2. That the proposed investment policy be adopted                                    21,914,970     97.69%          519,042         2.31%                22,434,012                       5,185
 3. That conditional on Completion, the maximum aggregate fees to be paid to          21,891,958     97.58%          542,899         2.42%                22,434,857                       4,340
 the Directors be increased to US$900,000 per annum
 4. That conditional on Completion, and in substitution for all previously            22,028,130     98.19%          406,727         1.81%                22,434,857                       4,340
 granted buyback authorities, the Company be permitted to make market purchases
 of up to 10,232,842 Ordinary Shares (or, if less, 14.99% of the number of
 Ordinary Shares in issue as at Admission)
 5. That conditional on Completion, and in substitution for all previously            22,030,815     98.20%          404,042         1.80%                22,434,857                       4,340
 granted buyback authorities, the Company be permitted to make market purchases
 of up to 20,465,685 'A' Ordinary Shares (or if less 14.99% of the number of
 'A' Ordinary Shares in issue as at Admission)
 6. That conditional on and with effect from Completion the amended Bye-laws be       21,904,970     97.69%          519,042         2.31%                22,424,012                     15,185
 adopted as the Bye-laws of the Company

 

Expected Timetable

 

The Prospectus and Hansa Circular contain an expected timetable of principal
events relating to the Combination. The Ocean Wilsons Scheme Sanction Court
Hearing is currently scheduled to commence on 22 September 2025 and an updated
expected timetable is set out in the Appendix to this announcement.

 

 

FOR FURTHER INFORMATION PLEASE CONTACT

 

Enquiries

 

 Hansa                                                via Winterflood
 Jonathan Davie

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

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

 

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

 

 

APPENDIX

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

The following indicative timetable is based on Hansa's current expected dates
for the implementation of the Scheme and is subject to change.

 

 

 Event                                                                        2025
 The following dates and times associated with the Scheme are indicative only
 and subject to change and will depend on, among other things, the date on
 which the Conditions to the Scheme are satisfied or, if capable of waiver,
 waived, and the date on which the Court sanctions the Scheme. Ocean Wilsons
 will give adequate notice of any changes to these dates and times, when known,
 by issuing an announcement through a Regulatory Information Service, with such
 announcement being made available on Ocean Wilsons' website at
 www.oceanwilsons.bm/investors (http://www.oceanwilsons.bm/investors) .
 Scheme Court Sanction Hearing                                                expected to commence on 22 September subject to the satisfaction (or, if
                                                                              applicable, waiver) of the relevant conditions and, in any event, prior to the
                                                                              Long-stop Date (the date on which the Court Sanction Hearing concludes being
                                                                              "D")
 Effective Date of the Scheme                                                 D+2*
 Issue of New Hansa Shares                                                    by 8 a.m. (London time) on D+3*
 Admission of and commencement of dealings in New Hansa Shares on the London  by 8 a.m. (London time) on D+3*
 Stock Exchange
 CREST accounts of former Ocean Wilsons Depositary Interest Holders credited  as soon as possible after 8 a.m. (London time) on D+3*, but not later than 14
 with New Hansa Depositary Interests                                          days after the Effective Date
 New Hansa Depositary Interests issued by the Hansa DI Depositary to former   as soon as possible after 8 a.m. (London time) on D+3*, but not later than 14
 Ocean Wilsons Depositary Interest Holders                                    days after the Effective Date
 Latest date for despatch of share certificates to Ocean Wilsons Ordinary     within 14 days after the Effective Date
 Shareholders in respect of New Hansa Shares to be issued
 Long-stop Date                                                               31 December

_____________

Note: Each of the times and dates in the above expected timetable may be
extended or brought forward. If any of the above times and/or dates change,
the revised time(s) and/or date(s) will be notified to Hansa Shareholders by
an announcement through a Regulatory Information Service.

*All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling
the number of indicated Business Days immediately after date D, as indicated
above.

ENDS

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