REG - Ocean Wilsons Hldgs - Delisting and Cancellation of Trading

Mitsubishi UFJ FinancialAnnouncement

Wed 09:45

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RNS Number : 9987K  Ocean Wilsons Holdings Ltd  10 December 2025

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

 

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

 

FOR IMMEDIATE RELEASE

 

10 DECEMBER 2025

 

 

RECOMMENDED ALL-SHARE COMBINATION

OF

OCEAN WILSONS HOLDINGS LIMITED

AND

HANSA INVESTMENT COMPANY LIMITED

 

DE-LISTING AND CANCELLATION OF TRADING IN OCEAN WILSONS SHARES

 

Further to the announcements made by Ocean Wilsons Holdings Limited ("Ocean
Wilsons") on 4 December 2025 and 9 December 2025 regarding the sanction of the
Scheme by the Court and the Scheme becoming Effective respectively, Ocean
Wilsons today announces that, following applications on behalf of Ocean
Wilsons: (i) the Financial Conduct Authority ("FCA") has cancelled the listing
of Ocean Wilsons Shares on the Official List; (ii) the London Stock Exchange
("LSE") has cancelled the trading of Ocean Wilsons Shares on the LSE's Main
Market for listed securities; and (iii) the Bermuda Stock Exchange ("BSX") has
cancelled the listing and trading of Ocean Wilsons Shares on the BSX. Such
cancellations took effect from 8.00 a.m. (London time) today, 10 December 2025
(in relation to the cancellation of the listing of Ocean Wilsons Shares on the
Official List and the trading of Ocean Wilsons Shares on the Main Market) and
from 5.30 p.m. (Bermuda time) yesterday, 9 December 2025 (in relation to the
cancellation of the listing and trading of Ocean Wilsons Shares on the BSX).

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the scheme document published on 14
August 2025 in relation to the recommended all-share combination of Ocean
Wilsons and Hansa Investment Company Limited ("Hansa"), pursuant to which
Hansa acquired the entire issued and to be issued share capital of Ocean
Wilsons, which was effected by means of a court-sanctioned scheme of
arrangement under section 99 of the Bermuda Companies Act (the "Scheme
Document").

 

Full details of the Combination are set out in the Scheme Document, which is
available on Ocean Wilsons' website at www.oceanwilsons.bm/investors
(http://www.oceanwilsons.bm/investors) .

 

FOR FURTHER INFORMATION PLEASE CONTACT

 

 Ocean Wilsons Holdings Limited                                 +1 (441) 295 1309
 Leslie Rans

 Peel Hunt LLP - 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 (mailto:oceanwilsons@fticonsulting.com)
 Alex Le May
 Alexander Davis

 

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

 

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.

 

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
did not apply to the Combination or the Scheme, nor were the Combination or
the Scheme subject to the jurisdiction of, or regulated by, the UK Panel on
Takeovers and Mergers.

 

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

 

Further Information

 

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

 

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

 

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

 

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

 

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

 

 

 

 

Overseas shareholders

 

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

 

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

 

The 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 jurisdictions, or otherwise permitted under
applicable securities laws of those jurisdictions.

 

Additional information for US investors

 

The Combination relates to the shares of a Bermudian company and is being
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.

 

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

 

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

 

Financial information included in the 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, accordingly, holders of New Hansa Shares will not
be entitled to the benefits of the US Investment Company Act.

 

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

 

Hansa and Ocean Wilsons are organised under the laws of Bermuda. Some or all
of the officers and directors of Hansa and Ocean Wilsons, respectively, are
residents of countries other than the United States. In addition, certain
assets of Hansa and Ocean Wilsons are located outside the United States. As a
result, it may be difficult for US shareholders 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) uncertainty as to the long-term value of the New Hansa Shares
to be issued to Ocean Wilsons Shareholders in connection with the Combination;
and (ii) the outcome of any legal proceedings to the extent initiated against
Hansa, Ocean Wilsons and others relating to the Combination, as well as the
responses of Hansa and Ocean Wilsons to any of the aforementioned factors.

 

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

 

No profit forecasts or estimates

 

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

 

Publication on website and availability of hard copies

 

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

 

You may request a hard copy of this announcement by calling the Shareholder
Helpline on +44 (0) 371 664 0391 between 9 a.m. and 5.30 p.m. (London time)
Monday to Friday (excluding English and Welsh public holidays) or by
submitting a request in writing to MUFG Corporate Markets, PXS 1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.

 

 

 

ENDS

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