RNS Number : 3529B
Ocean Wilsons Holdings Ltd
20 March 2025
Ocean Wilsons Holdings Limited
Preliminary results for the year ended 31 December 2024
STRATEGIC REPORT
About Ocean Wilsons Holdings Limited
Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, holds a portfolio of international investments and operates a maritime services company in Brazil. The Company is listed on both the London Stock Exchange and the Bermuda Stock Exchange.
Principal Activities
The Company's principal activities are currently the management of a diverse global investment portfolio and the provision of maritime and logistics services in Brazil.
Ocean Wilsons has two operating subsidiaries: Ocean Wilsons (Investments) Limited ("OWIL") and Wilson Sons S.A. ("Wilson Sons") (together with the Company and their subsidiaries, the "Group").
In October 2024, the Company agreed to sell its entire interest in Wilson Sons, with completion of this transaction expected in Q2 or Q3 of 2025, subject to regulatory approvals and other closing conditions.
Following its announcement of the transaction, the Board undertook an extensive consultation exercise with shareholders regarding its use of net proceeds from the transaction. Having considered the feedback from that exercise, the Company announced on 20 March 2025 that it intends to return a portion of those net proceeds to shareholders by way of a tender offer for up to 7,072,608 ordinary shares of 20 pence each in the capital of the Company representing 20% of the issued share capital of the Company.
The tender offer has been sized on the basis that it is the largest practicable that the Company is currently able to undertake while ensuring that the Company does not become a "close company" for the purposes of the UK Income and Corporation Taxes Act 1988.
The Board expects to launch the tender offer as soon as reasonably practicable following completion of the transaction, at which point the detailed terms of the tender offer, including its structure, terms and pricing, will also be provided to shareholders.
The Board continues to consider a range of strategic options in relation to its use of the net proceeds of the transaction remaining after completion of the tender offer and expects to make a further announcement in due course.
Objective
The Company's objective is, and will continue to be post the completion of the sale of Wilson Sons, to focus on long-term value creation through its investment holdings, leveraging our long-standing investment market relationships and through detailed insights and analysis.
Data Highlights
Key Data at 31 December (In US$ millions)
2024
2023
Change
Profit after tax
$119.1
$103.1
+15.5%
Investment portfolio net return
$16.9
$25.8
-34.5%
Investment portfolio assets
$325.9
$310.9
+4.8%
Net assets
$839.4
$815.8
+2.9%
Net debt
$336.1
$479.1
-29.8%
Net cash inflow from operating activities
$185.3
$128.7
+44.0%
Share Data at 31 December
2024
2023
Change
Share price
GBP 13.00
GBP 12.00
+8.3%
Earnings per share
USD 202.7 cents
USD 189.6 cents
+6.9%
Dividend paid per share
USD 85 cents
USD 70 cents
+21.4%
Proposed dividend per share for 2025
USD 122 cents
+43.5%
The Chair's Statement
I am pleased to present the 2024 Annual Report for Ocean Wilsons. 2024 was a pivotal year for the Company as we took significant steps to reshape the business. The Board remains focused on prudent capital allocation and optimising outcomes for our shareholders in the years ahead.
Sale of Wilson Sons
A defining event of the year was the announcement in October 2024 that we had agreed to sell our entire interest in Wilson Sons to SAS Shipping Agencies Services Sàrl, a wholly owned subsidiary of MSC Mediterranean Shipping Company SA, for BRL17.50 per share. This decision reflects the ongoing consolidation trend in the global port operations industry, where larger players are driving market efficiencies. While Wilson Sons has continued to generate strong revenues and earnings, we firmly believe that this sale represents a compelling opportunity to realise value for our shareholders while positioning Ocean Wilsons for the future.
Until the completion of the transaction, Ocean Wilsons continues to benefit from Wilson Sons' financial performance, including dividend distributions, which are returned to shareholders through our dividend policy. We remain confident in the contribution of Wilson Sons to our overall financial strength until completion of the disposal.
Use of Proceeds and Shareholder Consultation
Following extensive consultation with shareholders on the optimal use of proceeds from the Wilson Sons sale, the Board announced on 20 March 2025 its intention to initiate a tender offer for up to 20% of the Company's outstanding shares. The detailed terms of the tender offer, including pricing and structure, will be finalised and announced to shareholders as soon as reasonably practicable following the closing of the Wilson Sons transaction. This return of capital has been sized so as to balance our commitment to delivering shareholder returns while ensuring that the Company does not become a "close company" for the purposes of the UK Income and Corporation Taxes Act 1988.
The use of the remaining proceeds from the sale are still under consideration and the Board is actively engaged in assessing various strategic opportunities. We are committed to ensuring that these funds are deployed in a manner that aligns with our overall business strategy and responds to the shareholder feedback we received in our consultation process. The market will be updated as our plans evolve in the coming months.
Investment Portfolio Performance and Market Outlook
Our investment portfolio subsidiary, OWIL, delivered a net return of 5.3% in 2024. While this was a solid performance, particularly in the context of broader market conditions, the return aligns with the expected volatility that is likely to increase in 2025 given the initial experience and the anticipated policies under the Trump administration. Despite near-term uncertainties, OWIL remains well-positioned with a strategy focused on diversified, high-quality investments that support steady and sustainable growth.
Commitment to Future Growth and Shareholder Returns
Looking ahead, our primary focus remains on delivering sustainable financial performance and ensuring effective capital management. We are committed to:
· Returning capital to shareholders - through the planned tender offer and distribution of the regular dividends from Wilson Sons, while maintaining financial flexibility.
· Strategic capital deployment - ensuring that the remaining proceeds from the Wilson Sons sale are utilised in a manner that aligns with our corporate objectives and which provides appropriate shareholder returns.
· Maintaining a robust investment portfolio - OWIL remains well-positioned to navigate market volatility while continuing to generate positive returns.
The Board remains confident in the strength of Ocean Wilsons' investment approach and is fully committed to executing initiatives that support sustainable performance and shareholder value creation. We appreciate the continued support of our investors and look forward to the opportunities that lie ahead as we enter this new phase for the Company.
We have proudly invested in Wilson Sons for over 80 years, and I would like to extend our deep appreciation to the Wilson Sons board, management, and employees for their enduring partnership. They have consistently delivered strong operational results and provided vital support throughout Ocean Wilsons' strategic review and subsequent due diligence processes. Their professionalism, commitment, and willingness to facilitate the transaction, including assistance with the regulatory filing requirements, has been invaluable. We leave Wilson Sons with immense gratitude for their many contributions to our Company's history, growth, and reputation and wish them every future success.
Caroline Foulger
Chair
19 March 2025
Business Review
Investment Manager Report
The past year was a familiar story as the US continued to dominate global equity markets. Against the backdrop of robust growth and falling inflation, interest rates in the US started to decline. Markets continued to be led by the Magnificent 7 technology companies - Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta and Tesla - while much of the rest of the world struggled with stagnant, or declining, economic growth. This was partly due to the increasing importance of geopolitics, with wars continuing in Ukraine and the Middle East, and the shift in Europe away from mainstream political parties to more far right and left-wing parties. The most significant event was the re-election of Donald Trump as US President in November. Trump promised an America First policy agenda and while much of the detail will take some time to emerge, it is clear that he intends to be more aggressive in his trade dealings with both America's allies and enemies and to seek to cut taxes, regulation and immigration at home.
Against this backdrop, the investment portfolio had a gross return of 6.5% and a net return of 5.3%, while the portfolio's absolute benchmark (US CPI Urban Consumers NSA + 3% p.a.), which is inflation based, returned 5.9%. The portfolio performance was ahead of a 60:40 composite of the equal weighted equity index and global treasuries, which rose 1.4% during the year.
Cumulative Portfolio Returns
2024
2023
3 years p.a.
5 years p.a.
OWIL (Gross)
6.5%
10.1%
0.3%
5.6%
OWIL (Net)*
5.3%
8.9%
(0.8%)
4.4%
Performance Benchmark
5.9%
6.4%
7.2%
7.2%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Mkt Cap)
8.2%
14.9%
0.5%
4.6%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Equal Weighted)
1.4%
7.0%
(3.5%)
0.8%
MSCI ACWI + FM NR US$ (Mkt Cap)
17.5%
22.2%
5.4%
10.0%
MSCI ACWI + FM NR US$ (Equal Weighted)
5.4%
8.9%
(1.7%)
3.3%
MSCI Emerging Markets NR US$
7.5%
9.8%
(1.9%)
1.7%
Bloomberg Global Treasury TR US$ (Unhedged)
(3.6%)
4.2%
(6.1%)
(3.2%)
JPM Cash US 3 Month TR US$
6.3%
4.8%
3.8%
2.6%
* Net of management and performance fees. No performance fees were earned in 2024 and 2023 as the high-water mark was not exceeded.
Portfolio Commentary
It has now been over a decade since the investment strategy was changed in 2014 to provide investors with a balanced portfolio of global assets that combines exposure to both public and private equities, and a more defensive portion added to the portfolio in 2016 that is invested in assets that provide diversified returns, resulting in an increase of the monetary value of the portfolio of US$76.9 million from US$249.0 million to US$325.9 million with US$56.2 million paid out in dividends.
Public Equity and Directional Hedge Funds
The portfolio's public equity and directional hedge funds segment include long-only funds and directional funds. In 2024, the US market and the technology sector continued to be the primary contributors to the portfolio's performance. Public equity funds returned 11.4%, while directional hedge funds returned 12.2%. Both these returns are strongly ahead of the MSCI ACWI Equal Weighted Index that gained 5.4% over the year. We believe this index gives a better indication of wider market performance as it does not have the distorting effect of the massive weights in the Magnificent 7 stocks, which now comprise almost a quarter of the MSCI World market-cap weighted index.
With the continued dominance of the Magnificent 7 which drove the US and global stock markets, it is perhaps unsurprising that Polar Capital Global Technology gained 31.0% over the year. The manager of the Polar fund is very bullish about artificial intelligence (AI) and has a significant majority of the portfolio invested in companies that should be beneficiaries of it. Despite having a large position in the Magnificent 7, the fund is still underweight these companies compared to its index. NVIDIA was the standout performer as demand for top quality semiconductors remained strong throughout the year. Broadcom and Marvell, both chipmakers, also performed strongly after they announced positive results with Marvell announcing that it had expanded its strategic relationship with Amazon.
Several of the portfolio's directional hedge funds performed much better this year, benefitting from the higher volatility compared to 2023. Armistice Capital gained 16.1% over the year with the fund's positioning in the healthcare sector being the biggest contributor. The fund predominantly invests in the healthcare sector which often has significant pricing inefficiencies that the manager is able to exploit by going both long and short. For much of the last three years the sector has been out of favour with investors mainly because long duration assets become less attractive when interest rates are higher but also due to the Inflation Reduction Act in the US.
Several changes were made to the portfolio over the year. Helikon Long Short Equity Fund was opportunistically added in August and has returned 21.1% since. The fund is a concentrated, value-driven, predominantly European strategy that focuses on exploiting pricing dislocations. A position in IAG, the parent company of British Airways, Iberia, Vueling and Aer Lingus, was one of the fund's strongest performers. Passenger numbers continued to grow and the cost of capital declined following a significant deleveraging exercise. The dividend was also reinstated for the first time since the COVID pandemic which buoyed investor sentiment.
We also added two new positions in Japan with Arcus Japan Fund and Alma Eikoh Japan Large Cap Equity Fund. The funds are very different to each other with Arcus having more of a deep value focus while Alma has a slight growth bias and is more benchmark conscious meaning we think they blend together well. iShares Expanded Tech Sector ETF was added to maintain our exposure to the Magnificent 7 and technology sector as our active managers are naturally underweight these companies.
Private Markets
The portfolio's private market strategy was reviewed, formalised and changed in 2014 when the focus shifted from emerging markets to a select number of developed markets, large-cap buyout managers. Since then, investments in middle-market and venture capital managers have been added to the portfolio with a focus on committing to multiple vintages from fewer managers.
Key to our more recent success has been our ability to invest with the top tier of private market managers. This access is crucial to generating strong returns in private markets with the long-term nature of our capital, the stability of our structure and the depth of our relationships giving us several strategic advantages that many other investors do not have. We have adopted a core/satellite approach whereby we have concentrated our investment in a small number of best-in-class core managers and then supplemented them with a few specialist managers in areas such as venture capital and healthcare.
The performance of the pre-and post-2014 investments has dramatically diverged over the last decade with the post-2014 investments significantly outperforming the pre-2014 funds. The total private market strategy has returned 75.6% since the change in 2014, with the pre-2014 investments returning 7.5% and the post-2014 funds gaining 217.0% making it by far the best performing part of the investment portfolio. The performance of the newer funds has been particularly impressive and has outperformed even the market-cap weighted public indices over three, five and ten years. The value of the pre-2014 investments has been slowly reducing as positions are sold with them now comprising just 10.2% of the total investment portfolio. Overall, the private assets help to smooth out portfolio returns since they tend not to react as dramatically to market events as the public assets do. It was notable that the private assets outperformed during 2022, being down only 1.6% while public markets fell 18.4%, and thus they moderated the overall portfolio's decline that year.
Over the past year private markets have remained subdued compared to public markets as exiting investments remained challenging. The portfolio's private market investments were overall close to flat in 2024 while the post-2014 investments returned 6.7% and the pre-2014 investments lost 10.9%. The dramatic difference demonstrates a key trait of the market this year where the best companies have continued to grow and transact while the middle and lower quality businesses have stagnated.
2024
2023
3 years p.a.
5 years p.a.
Since 2014
Private Equity Performance
New Private Equity (Post 2014)
6.7%
6.3%
4.4%
15.1%
217.0%
Old Private Equity (Pre 2014)
(10.9%)
0.2%
(5.6%)
(2.1%)
7.5%
2024 was a quiet year for new private market commitments as most managers slowed their pace of capital deployment as buying conditions remained challenging. Two commitments were made during the year: Gryphon VI Top-Up Co-Investment and EQT BPEA Private Equity Asia IX. The Gryphon fund is designed to extend the investing capacity of Gryphon VI, a 2022 commitment, which targets middle market buyouts in the US. This a particularly attractive area as there is an abundance of companies that would benefit from additional capital to quickly consolidate their industry and expand. This additional commitment is a way of putting more capital to work in an attractive area of the market at very favourable fees.
The commitment to the EQT BPEA fund is the portfolio's third commitment to this manager who specialises in pan-Asian large-cap buyouts. China clearly looms large in this region but the manager has been concerned about the economic and political backdrop in the country for some time and so has pivoted to investing more in India and Japan in the more recent funds. We expect this to continue in this new fund but the manager retains capacity to invest in China were it to become more attractive in the future.
Defensive Positioning
The defensive silo of the portfolio comprises non-directional hedge funds and bond funds, engineered to exhibit lower correlation to equity markets and deliver less volatile performance. This silo was established in June 2016 so has been through the difficult conditions seen during COVID and 2022 and has now returned a strong 52.9% since inception. This compares very favourably with the negative performance of bonds during this time, as the Bloomberg Global Treasury Index has returned -9.2% over the same period.
Over the past year the defensive silo returned 4.1%. In recent years, this segment has primarily consisted of non-directional hedge funds, as bonds were less appealing amid the prolonged period of extremely low yields over the past decade. However, the higher yields now available has made investing in shorter duration bonds a more attractive prospect with the portfolio's bond exposure therefore being increased.
Three new positions were added in the defensive segment during the year with the most significant being CQS Credit Multi Asset Fund. This fund is a global credit fund with a bias towards sub-investment grade credit. Investment grade credit spreads over government bonds have been incredibly tight making sub-investment grade credit more attractive given its higher yield. This is riskier, with the default risk perceived to be higher, but the manager believes that they are able to select investments which give an attractive risk-adjusted return. John Street Systematic Fund and Winton Trend Fund were two systematic funds that were added to replace GAM Systematic Core Macro. Systematic funds typically outperform during periods of strong trends (up or down), but they struggled at times during 2024 on account of short periods of significant volatility such as the sharp moves in Japan in August and in US bond markets in early October.
Looking Forward
We have been unashamedly bullish of equity markets, and in particular the US stock market, for many years now, ensuring that we remain fully invested and our US positioning is up to weight as it becomes an ever-larger slice of global indices. This has served us well with equities beating most other asset classes and the unique blend of innovation, technology, and rejuvenation when challenges are met, helping keep the US at the top of the performance league tables.
We continue to maintain our weighting in the US, believing that its structural advantages will continue to warrant a premium and superior performance over other markets, albeit acknowledging that Trump's policies will cause volatility in markets which has the potential to spill over to lower growth should this uncertainty impact confidence. Elsewhere, we have been modestly diversifying through additions in the emerging markets and Japan in particular. Partly this represents the fact that there are many high-quality companies sitting elsewhere in the world but also the cheaper valuations on offer within these markets. More controversially, however, it reflects the high valuations within the US market. Despite the drivers for such a shift remaining in place for the medium to longer term, we feel that the likely impact of Trump's policies in the short term make it appropriate to pause this transition for the time being.
Risks remain in markets, US economic policy and geopolitical uncertainties chief among them. The coming years look set to be eventful ones which will require careful monitoring and positioning. We feel particularly well placed to actively manage such a backdrop with our long-term investment horizon and our strong relationships with world-class managers who have negotiated many such challenging periods helping us to navigate a path through markets.
Hanseatic Asset Management LBG
March 2025
Investment Portfolio Allocations
Sector Exposure
% of NAV
Information Technology
25.2%
Health Care
13.4%
Financials
13.1%
Industrials
12.1%
Consumer Discretionary
11.2%
Diversified
9.7%
Communications Services
3.9%
Materials
3.5%
Consumer Staples
3.3%
Real Estate
1.9%
Energy
1.1%
Cash/Liquidity Funds
1.1%
Utilities
0.5%
Total
100%
Geographic Exposure
% of NAV
North America
54.7%
Asia Pacific ex Japan
11.7%
Diversified
9.7%
Developed Europe ex UK
8.9%
Japan
4.4%
UK
3.7%
Latin America
3.2%
Middle East & Africa
2.0%
Cash/Liquidity Funds
1.1%
Emerging Europe
0.6%
Total
100%
Investment Portfolio Components
Asset Class Allocation
% of NAV
Public Equity
31.0%
Directional Hedge Funds
22.2%
Public Equity and Directional Hedge Funds
53.2%
New Private Equity (Post 2014)
25.8%
Old Private Equity (Pre 2014)
10.2%
Private Markets
36.0%
Non-Directional Hedge Funds
5.5%
Bonds
4.2%
Cash and Liquidity Funds
1.1%
Defensive Positioning
10.8%
Total
100%
Public Equity and Directional Hedge Funds
Market value US$000
% of Component
% of NAV
iShares Core S&P 500 UCITS ETF
24,358
14.1%
7.5%
Findlay Park American Fund
17,890
10.3%
5.5%
BlackRock Strategic Equity Hedge Fund
17,194
9.9%
5.3%
Select Equity Offshore, Ltd
13,572
7.8%
4.2%
BA Beutel Goodman US Value Fund
10,552
6.1%
3.2%
Remaining Holdings
89,964
51.8%
27.5%
Total
173,530
100.0%
53.2%
Private Markets
Market value US$000
% of Component
% of NAV
NG Capital Partners II, LP
5,750
4.9%
1.8%
KKR Americas XII
4,845
4.1%
1.5%
Silver Lake Partners IV, LP
4,563
3.9%
1.4%
TA Associates XIII-A, LP
4,091
3.5%
1.3%
Stepstone Global Partners VI, LP
4,034
3.5%
1.2%
Remaining Holdings
93,953
80.1%
28.8%
Total
117,236
100.0%
36.0%
Defensive Positioning
Market value US$000
% of Component
% of NAV
Selwood AM - Liquid Credit Strategy
4,387
12.4%
1.3%
Global Event Partners Ltd
4,065
11.6%
1.2%
BioPharma Credit PLC
3,325
9.5%
1.0%
Apollo Total Return Fund
2,817
8.0%
0.9%
MKP Opportunity Offshore Fund, Ltd
2,817
8.0%
0.9%
Remaining Holdings
17,731
50.5%
5.5%
Total
35,142
100.0%
10.8%
Investment Portfolio at 31 December 2024
Holding
Market Value US$000
% of NAV
Primary Focus
iShares Core S&P 500 UCITS ETF
24,358
7.5
US Equities - Long Only
Findlay Park American Fund
17,890
5.5
US Equities - Long Only
BlackRock Strategic Equity Hedge Fund
17,194
5.3
Europe Equities - Hedge
Select Equity Offshore, Ltd
13,572
4.2
US Equities - Long Only
BA Beutel Goodman US Value Fund
10,552
3.2
US Equities - Long Only
Pershing Square Holdings Ltd
8,220
2.5
US Equities - Long Only
Polar Capital Global Insurance Fund
7,090
2.2
Financials Equities - Long Only
Schroder ISF Global Recovery
6,963
2.1
Global Equities - Long Only
Polar Capital Global Technology Fund
6,518
2.0
Technology Equities - Long Only
Schroder ISF Asian Total Return Fund
6,509
2.0
Asia ex-Japan Equities - Long Only
Top 10 Holdings
118,866
36.5
iShares Expanded Tech Sector ETF
6,063
1.9
Technology Equities - Long Only
Armistice Capital Offshore Fund Ltd
5,903
1.8
US Equities - Hedge
NTAsian Discovery Fund
5,764
1.8
Asia ex-Japan Equities - Long Only
NG Capital Partners II, LP
5,750
1.8
Private Assets - Latin America
KKR Americas XII
4,845
1.5
Private Assets - North America
Helikon Long Short Equity Fund ICAV
4,713
1.4
Europe Equities - Long Short
Silver Lake Partners IV, LP
4,563
1.4
Private Assets - Global Technology
Simplex Value Up Trust
4,450
1.4
Japan Equities - Long Only
RA Capital International Healthcare Fund
4,410
1.3
Healthcare Equities - Long Short
Selwood AM - Liquid Credit Strategy
4,387
1.3
Market Neutral - Global Bonds
Top 20 Holdings
169,714
52.1
TA Associates XIII-A, LP
4,091
1.3
Private Assets - Global Growth
Global Event Partners Ltd
4,065
1.2
Market Neutral - Event-Driven
Stepstone Global Partners VI, LP
4,034
1.2
Private Assets - US Venture Capital
Navegar I, LP
4,030
1.2
Private Assets - Asia
iShares Core MSCI Europe UCITS ETF
3,944
1.2
Europe Equities - Long Only
TA Associates XIV-B, LP
3,906
1.2
Private Assets - Global Growth
BPEA Private Equity Fund VII, L.P.
3,526
1.1
Private Assets - Asia
Silver Lake Partners VI, LP
3,451
1.1
Private Assets - Global Technology
Reverence Capital Partners Opportunities Fund II
3,441
1.1
Private Assets - Financials
Worldwide Healthcare Trust PLC
3,386
1.0
Healthcare Equities - Long Only
Top 30 Holdings
207,588
63.7
Remaining Holdings
115,048
35.3
Cash and cash equivalents
3,272
1.0
TOTAL
325,908
100.0
Wilson Sons Management Report
The Wilson Sons 2024 Earnings Report was released on 19 March 2025 and is available at www.wilsonsons.com.br/ir. In the report, Mr Fernando Salek, CEO of Wilson Sons, stated:
Wilson Sons' net revenues for the year increased 11.3% to US$541.8 million (2023: US$486.6 million) driven by exceptional performance from the container terminal and towage operations.
Container terminal revenues grew 19.1% to US$205.4 million (2023: US$172.5 million) driven by strong growth in both transhipment and gateway volumes, as well as higher revenues from ancillary services and improved cost efficiency. Aggregate volumes increased 28.8% to an all-time high, propelled by record performance at both terminals.
Towage revenues increased 7.2% to US$262.2 million (2023: US$244.7 million) driven by higher volumes, an improved mix and gains from ad-hoc services. Volume growth was 3.3% and was primarily due to a greater number of ships carrying iron ore and grains. Revenues from special operations rose 26.9% driven by increased services to LNG terminals and offshore energy assets, as well as higher ocean towage activity. In 2024, our fleet was further strengthened with the addition of two in-house-built 90-tonne bollard pull tugboats, WS Dorado and WS Onix.
Offshore support vessel revenues were US$126.1 million, a 14.3% increase over the previous year (2023: US$110.3 million) as a result of new contracts and renewals.
Workplace safety for the twelve months ended 31 December 2024 recorded 0.29 lost-time accidents per million hours worked, consistently outperforming the world-class benchmark of 0.50. Our unwavering commitment to safety and employee well-being is the cornerstone of our operations.
KPIs
2024
2023
Change
Towage
Number of harbour manoeuvres
58,993
57,107
3.3%
Offshore support bases
Number of vessel turnarounds
1,048
1,080
(3.0%)
Number of operating days
8,050
7,371
9.2%
Container terminals - aggregated volumes
Exports - full containers
337.5
306.0
10.3%
Imports - full containers
155.9
131.2
18.8%
Cabotage - full containers
138.5
128.4
7.9%
Inland Navigation - full containers
26.9
26.3
2.3%
Transshipment - full containers
388.3
168.5
130.4%
Empty containers
323.5
303.8
6.5%
Total Volume
1,370.6
1,064.2
28.8%
Financial Report
As part of our strategic review, the Company has agreed to sell its interest in Wilson Sons. Consequently and in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", the results of Wilson Sons are reported as discontinued operations in the Statement of Profit and Loss and Other Comprehensive Income, and the related assets and liabilities are classified as held for sale on the Statement of Financial Position. Note 5 to the consolidated financial statements provides details on the profit and other comprehensive income from discontinued operations and on the assets and liabilities held for sale.
Profit
Profit for the year of US$119.1 million (2023: US$103.1 million) was US$16.0 million higher than the prior year. The increase in profit is attributed to Wilson Sons' results, detailed in the section on Profit from Discontinued Operations, offset by lower investment portfolio returns and increased operating expenses.
Profit from Continuing Operations (OWIL and Corporate)
Profit from continuing operations of US$11.2 million (2023: US$21.7 million) was US$10.5 million lower than the prior year, principally due to lower investment portfolio returns. Returns on the investment portfolio were a gain of US$20.5 million (2023: gain of US$29.1 million) and comprised realised gains of US$13.5 million (2023: US$9.1 million), earnings of US$13.4 million (2023: US$2.0 million) and unrealised losses of US$6.4 million (2023: unrealised gains of US$18.0 million).
Investment portfolio expenses increased US$0.2 million to US$3.5 million (2023: US$3.3 million), driven by increased management fees, which remain at 1% of the funds under management, with the growth of the portfolio assets. Corporate expenses increased US$1.3 million which is directly related to legal costs associated with the strategic review and resulting transaction to sell the Company's stake in Wilson Sons.
Profit from Discontinued Operations (Maritime Services)
Profit from discontinued operations of US$107.9 million (2023: US$81.4 million) was US$26.5 million higher than the prior year. These results were driven by an 11.3% increase in revenues to US$541.8 million (2023: US$486.6 million) from improved operating performance across the container terminal, towage, offshore base, shipyard and shipping agency businesses.
Operating expenses from discontinued operations increased 7.8% due to higher business volumes and inflationary adjustments to employee expenses as well as higher provisions for performance related bonuses. Depreciation and amortisation expenses decreased US$16.5 million as none was recorded in the last quarter of the year, following the classification of the related assets as held for sale which are not depreciated or amortised. There was a gain on disposal of property, plant and equipment of US$10.3 million (2023: US$1.7 million) as a result of the sale of a property that was no longer required for operations.
The Company is taxed on its maritime services operations in Brazil at a combined rate of 34% (2023: 34%). The tax expense of US$54.7 million (2023: US$27.6 million) represents an effective tax rate for the year of 34% (2023: 25%), the increase in effective tax rate being mainly driven by the impact of exchange differences.
Exchange Rates
The Group reports in USD and has revenues, costs, assets and liabilities in both BRL and USD. Therefore, movements in the USD/BRL exchange rate influence the Group's results either positively or negatively from year to year. During 2024 the BRL depreciated 27.9% against the USD from R$4.84 at 1 January 2024 to R$6.19 at the year end. In 2023 the BRL appreciated 7.3% against the USD from R$5.22 at 1 January 2023 to R$4.84 at the year end. The foreign exchange losses on monetary items in the maritime services segment were US$1.2 million in 2024, compared to a gain of US$0.3 million in 2023.
Profit for the year
The profit for the year attributable to the equity holders of the Company was US$71.7 million (2023: US$67.0 million), including US$11.2 million (2023: US$ 21.7 million) generated from continuing operations and US$60.5 million (2023: US$ 45.4 million) generated from discontinued operations. The profit attributable to the non-controlling interests was US$47.4 million (2023: US$36.0 million), all generated from discontinued operations.
Cash Flows
Net cash inflow from operating activities for the period at US$185.3 million was US$56.6 million higher than prior year (2023: US$128.7 million). Capital expenditure for the year at US$55.8 million was US$10.5 million lower than the prior year (2023: US$66.3 million).
The Group drew down new bank loans of US$39.5 million (2023: US$53.3 million) to finance capital expenditure, while making principal repayments of US$69.3 million (2023: US$61.1 million). Dividends of US$30.1 million were paid to shareholders of Ocean Wilsons (2023: US$24.8 million).
Viability Statement
In accordance with the UK Corporate Governance Code, the Directors have assessed the viability of the Group over a three-year period to 31 December 2027, taking into account the current position and the potential impact of the principal risks and uncertainties. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period to 31 December 2027.
Whilst the Directors have no reason to believe the Company will not be viable over a longer period, given the uncertainties involved in longer term forecasting and the current global dislocation, the Directors have determined that a three-year period to 31 December 2027 is an appropriate period over which to provide its viability statement. The three-year period also aligns with the rolling three-year investment portfolio performance benchmark.
In making the assessment, the Directors have considered a number of factors that affect the Group, including the principal risks and mitigating factors. The Directors also took into account that the Group has two distinctly separate operating segments and that there is no recourse between them. While the Company has agreed to sell its interest in Wilson Sons, the Directors assessed the viability of the segment assuming continuing operations.
Wilson Sons Limited
The assessment considered that the Wilson Sons business model has proven to be strong in the long term with a range of businesses that have consistently demonstrated their ability to trade positively. Operational activities are funded by cash generated from operations while borrowings are used to finance capital expenditure. The Wilson Sons borrowings are generally long-term with defined repayment schedules over different periods of up to 21 years. There is no recourse from Wilson Sons to the rest of the Group in respect of these borrowings. Wilson Sons is not reliant on one customer; no single customer constituted 10% or more of its revenue or accounts receivable in 2024 or 2023.
Ocean Wilsons (Investments) Limited
In making the assessment for the investment portfolio, the Board has considered matters such as the potential for significant stock market volatility and significant reduction in the liquidity of the portfolio. The investment portfolio and cash under management at 31 December 2024 was US$325.9 million with outstanding capital commitments of US$43.8 million and no debt. At 31 December 2024, the investment portfolio had US$3.3 million in cash and cash equivalents and daily liquidity of US$121.9 million. This available liquidity covers 286% of the capital commitments in the remote chance that there was a need to fund all of the commitments at one time.
The Directors' assessment is that if severe but plausible downside scenarios were to crystallise, many of the individual risks disclosed would be likely to be confined to one of either Wilson Sons or Ocean Wilsons (Investments) Limited. The risk is to the Group's net asset valuation rather than to the viability of the Group.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
Note
2024
2023
Continuing operations
Investment portfolio returns
6
20,463
29,120
Investment portfolio expenses
6
(3,527)
(3,278)
Corporate expenses
7
(5,629)
(4,267)
Finance income
665
205
Finance costs
(156)
(10)
Foreign exchange losses on monetary items
(634)
(80)
Profit for the year from continuing operations
11,182
21,690
Discontinued operations
Profit for the year from discontinued operations
5
107,938
81,382
Profit for the year from discontinued operations
107,938
81,382
Total profit for the year
119,120
103,072
Other comprehensive income
Other comprehensive income from continuing operations
-
-
Other comprehensive (loss)/income from discontinued operations
5
(28,386)
8,863
Other comprehensive (loss)/income for the year
(28,386)
8,863
Total comprehensive income for the year
90,734
111,935
Profit for the year attributable to:
Equity holders of the Company from continuing operations
11,182
21,690
Equity holders of the Company from discontinued operations
60,496
45,358
Equity holders of the Company
71,678
67,048
Non-controlling interests from continuing operations
-
-
Non-controlling interests from discontinued operations
47,442
36,024
Non-controlling interests
47,442
36,024
119,120
103,072
Total comprehensive income for the year attributable to:
Equity holders of the Company from continuing operations
11,182
21,690
Equity holders of the Company from discontinued operations
44,505
50,369
Equity holders of the Company
55,687
72,059
Non-controlling interests from continuing operations
-
-
Non-controlling interests from discontinued operations
35,047
39,876
Non-controlling interests
35,047
39,876
90,734
111,935
Earnings per share
Basic and diluted from continuing operations
27
31.6c
61.3c
Basic and diluted from discontinued operations
27
171.1c
128.3c
Basic and diluted
202.7c
189.6c
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Financial Position
At 31 December 2024
(Expressed in thousands of US Dollars)
Note
2024
2023
Current assets
Cash and cash equivalents
9
38,847
69,367
Accrued income and investment portfolio receivables
357
361
Investment portfolio assets
6
322,636
309,158
Recoverable taxes
8
-
47,708
Trade receivables
10
-
65,694
Other current assets
11
-
12,920
Inventories
12
-
18,171
Assets within disposal group held for sale
5
1,100,920
-
1,462,760
523,379
Non-current assets
Other receivables
10
-
13,041
Other non-current assets
11
-
5,792
Recoverable taxes
8
-
20,680
Investment in joint ventures and associates
13
-
96,084
Deferred tax assets
8
-
22,827
Property, plant and equipment
14
-
614,099
Right-of-use assets
15
-
198,508
Other intangible assets
16
-
13,858
Goodwill
17
-
13,597
-
998,486
Total assets
1,462,760
1,521,865
Current liabilities
Trade and other payables
18
(633)
(71,768)
Bank loans
19
-
(70,856)
Tax liabilities
8
-
(10,831)
Lease liabilities
15
-
(28,783)
Liabilities within disposal group held for sale
5
(622,738)
-
(623,371)
(182,238)
Non-current liabilities
Bank loans
19
-
(253,345)
Deferred tax liabilities
8
-
(65,596)
Lease liabilities
15
-
(195,503)
Provisions for legal claims
21
-
(7,322)
Post-employment benefits
20
-
(2,047)
-
(523,813)
Total liabilities
(623,371)
(706,051)
Capital and reserves
Share capital
23
11,390
11,390
Retained earnings
719,236
676,817
Translation reserve
(102,757)
(86,703)
Equity attributable to equity holders of the Company
627,869
601,504
Non-controlling interests
25
211,520
214,310
Total equity
839,389
815,814
The accompanying notes are an integral part of these consolidated financial statements.
Signed on behalf of the Board
F. Beck A. Berzins
Director Director
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
Share capital
Retained earnings
Translation reserve
Attributable to equity holders of the Company
Non-controlling interests
Total equity
Balance at 1 January 2023
11,390
634,910
(91,692)
554,608
199,518
754,126
Profit for the year - continuing operations
-
21,690
-
21,690
-
21,690
Profit for the year - discontinued operations
-
45,358
-
45,358
36,024
81,382
Other comprehensive income - discontinued operations
-
22
4,989
5,011
3,852
8,863
Total comprehensive income for the year
-
67,070
4,989
72,059
39,876
111,935
Dividends paid to equity holders of the Company
-
(24,754)
-
(24,754)
-
(24,754)
Dividends paid to non-controlling interests - discontinued operations
-
-
-
-
(25,248)
(25,248)
Equity transactions in subsidiary - discontinued operations
-
(409)
-
(409)
164
(245)
Balance at 31 December 2023
11,390
676,817
(86,703)
601,504
214,310
815,814
Balance at 1 January 2024
11,390
676,817
(86,703)
601,504
214,310
815,814
Profit for the year - continuing operations
-
11,182
-
11,182
-
11,182
Profit for the year - discontinued operations
-
60,496
-
60,496
47,442
107,938
Other comprehensive income - discontinued operations
-
63
(16,054)
(15,991)
(12,395)
(28,386)
Total comprehensive income for the year
-
71,741
(16,054)
55,687
35,047
90,734
Dividends paid to equity holders of the Company
-
(30,059)
-
(30,059)
-
(30,059)
Dividends paid to non-controlling interests - discontinued operations
-
-
-
-
(38,505)
(38,505)
Equity transactions in subsidiary - discontinued operations
-
737
-
737
668
1,405
Balance at 31 December 2024
11,390
719,236
(102,757)
627,869
211,520
839,389
The accompanying notes are an integral part of these consolidated financial statements.
Translation reserve
The translation reserve arises from exchange differences on the translation of operations with a functional currency other than US Dollars.
Amounts in the consolidated statement of changes in equity are stated net of tax where applicable.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
Note
2024
2023
OPERATING ACTIVITIES
Continuing operations
Profit for the year
11,182
21,690
Adjustment for:
Returns on investment portfolio
6
(20,463)
(29,120)
Finance income
(665)
(205)
Foreign exchange losses on monetary items
634
80
Changes in:
Other current and non-current assets
4
1,827
Trade and other payables
18
(442)
253
Net cash outflow from operating activities - continuing operations
(9,750)
(5,475)
Net cash inflow from operating activities - discontinued operations
5
195,096
134,210
Net cash inflow from operating activities
185,346
128,735
INVESTING ACTIVITIES
Continuing operations
Interest income
665
205
Income from financial assets
6
13,406
2,022
Purchase of investment portfolio assets
6
(60,541)
(42,674)
Proceeds on disposal of investment portfolio assets
6
54,120
33,545
Net cash inflow/(outflow) from investing activities - continuing operations
7,650
(6,902)
Net cash outflow from investing activities - discontinued operations
5
(36,573)
(64,237)
Net cash outflow from investing activities
(28,923)
(71,139)
FINANCING ACTIVITIES
Continuing operations
Dividends paid to equity holders of the Company
26
(30,059)
(24,754)
Net cash outflow from financing activities - continuing operations
(30,059)
(24,754)
Net cash outflow from financing activities - discontinued operations
5
(78,212)
(43,775)
Net cash outflow from financing activities
(108,271)
(68,529)
Cash and cash equivalents at beginning of year
69,367
77,873
Cash and cash equivalents at beginning of year - continuing operations
21,167
77,873
Cash and cash equivalents at beginning of year - discontinued operations
48,200
-
Total net cash outflow - continuing operations
(32,159)
(37,131)
Total net cash inflow - discontinued operations
80,311
26,198
Total net decrease in cash and cash equivalents
48,152
(10,933)
Dividends received from subsidiary - continuing operations
50,473
30,602
Dividends paid to parent company - discontinued operations
(50,473)
(30,602)
Net dividend received and paid within the Group
-
-
Effect of foreign exchange rate changes - continuing operations
(634)
(79)
Effect of foreign exchange rate changes - discontinued operations
1,478
2,506
Total effect of foreign exchange rate changes
844
2,427
Total cash and cash equivalents at end of year
118,363
69,367
Cash and cash equivalents at end of year - discontinued operations
79,516
-
Cash and cash equivalents at end of year - continuing operations
38,847
69,367
The accompanying notes are an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
1 General Information
Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company is incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991. The Company's registered office is Clarendon House, 2 Church Street, Hamilton, Bermuda. These consolidated financial statements comprise the Company and its subsidiaries (the "Group").
These consolidated financial statements were approved by the Board on 19 March 2025.
2 Material accounting policies and critical accounting judgements
Basis of accounting
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") and are presented in US Dollars, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
These consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments and defined health benefit plan liabilities that are measured at fair value.
Basis of consolidation
These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. The financial statements of subsidiaries are prepared in accordance with the accounting policies set out in note 2. All intra-group transactions and balances are eliminated on consolidation.
Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination. Where a change in percentage of interests in a controlled entity does not result in a change of control, the difference between the consideration paid for the additional interest and the book value of the net assets in the subsidiary at the time of the transaction is taken directly to equity. When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
Foreign currency
The functional currency of each entity of the Group is established as the currency of the primary economic environment in which it operates. Transactions other than those in the functional currency of the entity are translated at the exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the settlement and on the translation of monetary items are included in profit or loss for the period.
On consolidation, the statement of profit or loss and comprehensive income of entities with a functional currency other than US Dollars are translated into US Dollars, at the average exchange rates for the period. Statement of financial position items are translated into US Dollars at the exchange rate at the reporting date. Exchange differences arising on consolidation of entities with functional currencies other than US Dollars are recognised in other comprehensive income and accumulated in the translation reserve, less the translation difference allocated to non-controlling interest.
Discontinued operations
A discontinued operation is a component of the Group that has either been disposed of or been classified as held for sale and that represents a separate major line of business of which the operations and cash flows can be clearly distinguished from the rest of the Group.
When a component of the Group is classified as discontinued operations, the comparative consolidated statement of profit or loss and other comprehensive income, the comparative consolidated statement of changes in equity and the comparative consolidated statement of cash flows are re-presented as if the operation had been discontinued from the start of the comparative period.
Disposal group, assets and liabilities held for sale
A disposal group is a group composed of assets to be disposed of together in a single transaction and of liabilities directly associated with those assets that will be transferred in the transaction. Assets and liabilities of a disposal group are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. When a disposal group is classified as held for sale, the comparative consolidated statement of financial position is not re-presented.
A disposal group is measured at the lower of its carrying amount and fair value less costs to sell. An impairment loss for any write‑down of the disposal group to fair value less costs to sell is recognised in profit and loss. Any subsequent increase in fair value less costs to sell of the disposal group is recognised as a gain in profit and loss, but not in excess of the cumulative impairment loss that has been previously recognised.
Non-current assets part of a disposal group classified as held for sale are no longer depreciated or amortised. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
Joint ventures and associates
A joint venture is a contractual agreement where the Group has joint control and has rights to the net assets of the contractual arrangement, rather than being entitled to specific assets and liabilities arising from the agreement. An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
Investments in joint ventures and associates are accounted for using the equity method and are initially recognised at cost. The Group's share in the profit or loss and other comprehensive income of the joint ventures and associates is included in these consolidated financial statements, until the date that significant influence or joint control ceases.
Sales of services
Revenue derived from sales of services is measured based on the consideration specified in a contract with a customer for goods and services provided in the normal course of business, net of trade discounts and sales related taxes, and is recognised when the performance obligation towards the customer is satisfied.
Typically, revenue from providing agency and logistics services is recognised when the agreed services have been performed and revenue from providing towage services, vessel turnarounds, container movement and associated services is recognised on the date that the services have been performed. Revenue related to services and construction contracts is recognised throughout the period of the project when the work in proportion to the stage of completion of the transaction contracted has been performed.
The timing of when performance obligations are satisfied by type of revenue derived from sales of service is as follows:
Performance obligation
Timing of revenue recognition
Towage and ship agency services
At a point in time
Port Terminals
At a point in time
Logistics
At a point in time
Shipyard
Over time
There are no significant judgements in the determination of when performance obligations are satisfied.
Employee charges and benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Defined contribution plan
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
Defined health benefit plans
The Group's net obligation regarding defined health benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees receive in return for their service in the current period and prior periods. That health benefit is discounted to determine its present value. The calculation of the liability of the defined health benefit plan is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined health benefit obligation, which include actuarial gains and losses, are immediately recognised in other comprehensive income.
The Group determines the net interest expense on the net defined benefit liabilities for the period by multiplying them by the discount rate used to measure the defined health benefit obligations. Defined health benefit liabilities for the period take into account any changes during the period due to the payment of contributions and benefits. Net interest and other expenses related to defined health benefit plans are recognised in profit or loss. When the benefits of a health plan are changed, the portion of the change in benefits relating to past services rendered by employees is recognised immediately in profit or loss. The Group recognised gains and losses on the settlement of a defined health benefit plan when settlement occurs.
Termination benefits
Termination benefits are recognised as an expense when the Group can no longer withdraw the offer of such benefits. If payments are settled after 12 months from the reporting date, then they are discounted to their present values.
Finance income and finance costs
Interest income or expense is recognised in profit or loss using the effective interest method.
Taxation
Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case the tax is also recognised directly in equity or in other comprehensive income.
Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of profit or loss and other comprehensive income because it excludes or includes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax expense is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is generally recognised for all taxable temporary differences except for when the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Prior reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is recognised, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The Group offsets current tax assets against current tax liabilities when these items are in the same entity and relate to taxes levied by the same taxation authority and the taxation authority permits the Group to make or receive a single net payment.
Financial instruments
Recognition and initial measurement
Trade and other receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instruments. Trade and other receivables are initially measured at the transaction price which reflects fair value. All other financial assets and financial liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue.
Classification and subsequent measurement
Management determines the classification of its financial instruments at the time of initial recognition. The classification depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Group's designation of such instruments.
Financial assets are classified as measured at amortised cost if they are not designated as at fair value through profit and loss and if they are held within a business model whose objective is to hold assets to collect contractual cash flows and if the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently measured at amortised cost using the effective interest method, reduced by any impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Financial assets are classified as measured at fair value through profit and loss if they are not classified as measured at amortised cost, or if they are designated as such by management on initial recognition. Financial assets held for trading are classified as measured at fair value through profit and loss. These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes the stated policies and objectives for the portfolio, how the performance of the portfolio is evaluated and reported to the Group's management, and the risks that affect the performance of the business model and how those risks are managed. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument, including assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.
Financial liabilities are classified as at fair value through profit and loss when the financial liability is either held for trading or it is designated as such by management on initial recognition. Financial liabilities that are not classified as at fair value through profit and loss are classified as other financial liabilities and are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
The classification the Group applies to each of its significant categories of financial instruments is as follows:
Financial instruments
Classification
Cash and cash equivalents
At fair value through profit and loss
Investment portfolio assets
At fair value through profit and loss
Trade and other receivables
Amortised cost
Trade and other payables
Other financial liabilities
Bank loans
Other financial liabilities
Cash and cash equivalents comprise cash on hand and short-term investments that are highly liquid, readily convertible to known amounts of cash without being subject to material risk of changes in value, and not kept within a managed investment portfolio as part of a broader investment strategy.
Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers the rights to receive the contractual cash flows in a transaction in which the Group either substantially transfers all of the risks and rewards of ownership of the financial asset or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
Impairment of financial assets
The Group considers a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and impairment losses are recognised in profit and loss. If, in a subsequent period, an event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.
Inventories
Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Property, plant and equipment
Property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is calculated to write off the cost less the estimated residual value of items of property, plant and equipment, other than land or assets under construction, over their estimated useful lives, using the straight-line method. Land is not depreciated, and assets under construction are not depreciated until they are transferred to the appropriate category of property, plant and equipment when the assets are ready for intended use. Depreciation is recognised in profit or loss.
The estimated useful life of the different categories of property, plant and equipment are as follows:
Category
Useful life
Buildings
25 to 35 years
Leasehold Improvements
5 to 52 years1
Floating Craft
25 years
Vehicles
5 to 10 years
Plant and Equipment
10 to 20 years
1shorter of the rental period or the useful life of the underlying asset
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on disposal or retirement of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Lease arrangements
At inception of a contract, the Group assesses whether it is a lease or contains a lease component, which it is if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any incentives received.
The lease liability is initially measured at the present value of the lease payments unpaid at the commencement date using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group applies the incremental borrowing rate. For a portfolio of leases with similar characteristics, lease liabilities are discounted using a single discount rate.
Lease payments included in the measurement of the lease liability comprises fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from options reasonably certain to be exercised. Variable lease payments not related to an index or rate are recognised in profit or loss as incurred.
Right-of-use assets are depreciated using the straight-line method, from the lease commencement date to the earlier of the end of their useful life or the end of the lease term, over their expected useful lives, on the same basis as owned assets except when there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, in which case the right-of-use asset will be fully depreciated over the shorter of the lease term and its useful life. Right-of-use assets are reduced by impairment losses, if any, and adjusted for remeasurements of the lease liability.
The term of contracts and average discount rate of the different category of lease arrangements are as follows:
Category
Term of contracts
Average discount rate
Operational facilities
5 to 77 years
9.05%
Floating craft
2 to 5 years
10.08%
Buildings
1 to 6 years
11.28%
Vehicles, plant and equipment
1 to 7 years
18.60%
Subsequent to the initial measurement, the carrying amount of the liability is reduced to reflect the lease payments made and increased to reflect the interest payable. If there is a change in the expected cash flows arising from and index or rate, the lease liability is recalculated. If the modification is related to a change in the amounts to be paid, the discount rate is not revised. Otherwise, if a modification is made to a lease, the Group revises the discount rate as if a new lease arrangement had been made.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Intangible assets
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Amortisation is calculated to write off the cost less the estimated residual values of intangible assets, using the straight-line method. Amortisation is recognised in profit or loss.
The estimated useful life of the different category of intangible assets are as follows:
Category
Useful life
Computer software
5 years
Concession rights
30 to 33 years
The estimated useful life, residual values and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An intangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on disposal or retirement of an intangible asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Goodwill
Goodwill arising on an acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment losses. Goodwill is not amortised.
Impairment of non-financial assets
The carrying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period taking into account the risks and uncertainties surrounding the obligation.
Use of judgements, estimates and assumptions
The preparation of these consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
In the process of applying the Group's accounting policies, the following judgements, estimates, and assumptions made by management have the most significant effect on the amounts recognised in these consolidated financial statements:
- Provisions for tax, labour, and civil risks - Judgement
Provisions for legal cases are made when the Group's management, together with their legal advisors, consider the probable outcome is a financial settlement against the Group. Provisions are measured at management's best estimate of the expenditure required to settle the obligation based upon legal advice received, prior experience and management's best knowledge of the relevant facts and circumstances.
- Valuation of unquoted investments - Judgements, estimates and assumptions
The fair value of financial assets that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques used include the use of comparable recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.
Changes in material accounting policies
A number of new or amended standards are effective for annual periods beginning on or after 1 January 2024, but none have a significant impact on the preparation of the consolidated financial statements of the Group.
Standards issued but not yet effective
Several new or amended standards are effective for annual periods beginning after 1 January 2024 with early adoption permitted. The Group has elected to not adopt early the following new or amended standards and is assessing their impact on the preparation of its consolidated financial statements.
- Amendments to IAS 21: Lack of Exchangeability, effective for periods beginning on or after 1 January 2025
- Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments, effective for period beginning on or after 1 January 2026
- IFRS 18: Presentation and Disclosure in Financial Statements, effective for period beginning on or after 1 January 2027
- IFRS 19: Subsidiaries without Public Accountability: Disclosures, effective for period beginning on or after 1 January 2027
3 Group composition
Ocean Wilsons has direct ownership in the following subsidiaries:
Place of incorporation
Ownership interest
Subsidiaries
and operation
Segment
2024
2023
Investments
Ocean Wilsons (Investments) Limited
Bermuda
Investments
100%
100%
Holdings
Ocean Wilsons Overseas Limited
Bermuda
Corporate
100%
100%
Ocean Wilsons Overseas Limited has direct ownership in the following subsidiary:
Place of incorporation
Ownership interest
Subsidiaries
and operation
Segment
2024
2023
Holdings
OW Overseas (Investments) Limited
United Kingdom
Corporate
100%
100%
OW Overseas (Investments) Limited ("OWOIL") has direct ownership in the following subsidiary:
Place of incorporation
Ownership interest
Subsidiaries
and operation
Segment
2024
2023
Holdings
Wilson Sons S.A.
Brazil
Maritime services
56.39%
56.52%
Following a strategic review of the Group's investments, the Board decided to have OWOIL sell its full ownership interest in Wilson Sons S.A., for which further details are presented in note 5.
The change in ownership interest in Wilson Sons S.A. from the year ended 31 December 2023 to 31 December 2024 is due to the exercise of share options in subsidiaries, for which the details are presented in note 24. The information on non-controlling interests is presented in note 25.
Wilson Sons S.A. has direct ownership in the following subsidiaries:
Place of incorporation
Ownership interest
Subsidiaries
and operation
Segment
2024
2023
Shipyard
Wilson Sons Estaleiros Ltda.
Brazil
Maritime services
100%
100%
Ship agency
Wilson Sons Shipping Services Ltda.
Brazil
Maritime services
100%
100%
Logistics
Wilson Sons Terminais e Logística Ltda.
Brazil
Maritime services
100%
100%
Allink Transportes Internacionais Ltda.
Brazil
Maritime services
50%
50%
Container terminal
Tecon Rio Grande S.A.
Brazil
Maritime services
100%
100%
Tecon Salvador S.A.
Brazil
Maritime services
100%
100%
Offshore support bases and towage
Wilson Sons Serviços Marítimos Ltda.
Brazil
Maritime services
100%
100%
4 Business and geographical segments
The Group has two reportable segments: maritime services and investments. These segments report their financial and operational data separately to the Board. The Board considers these segments separately when making business and investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and shipyard services in Brazil. The investments segment holds a portfolio of international investments and is a Bermuda based company. The corporate segment includes the holding subsidiaries and their related corporate costs.
The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. The assets and liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The financial information by segment is as follows:
For the year ended 31 December 2024
Brazil - maritime services
Bermuda - investments
Corporate
Consolidated
Result
Returns on investment portfolio
-
20,463
-
20,463
Portfolio expenses
-
(3,527)
-
(3,527)
Corporate expenses
-
-
(5,629)
(5,629)
Finance income
-
-
665
665
Finance costs
-
-
(156)
(156)
Foreign exchange losses on monetary items
-
(90)
(544)
(634)
Profit/(loss) from continuing operations
-
16,846
(5,664)
11,182
Profit from discontinued operations
107,938
-
-
107,938
Profit/(loss) for the year
107,938
16,846
(5,664)
119,120
Financial position
Assets within disposal group held for sale
1,100,920
-
-
1,100,920
Other current assets
-
325,807
36,033
361,840
Segment assets
1,100,920
325,807
36,033
1,462,760
Liabilities within disposal group held for sale
(622,738)
-
-
(622,738)
Other current liabilities
-
(296)
(337)
(633)
Segment liabilities
(622,738)
(296)
(337)
(623,371)
Other information
Capital additions
55,784
-
-
55,784
Right-of-use assets additions
999
-
-
999
For the year ended 31 December 2023
Brazil - maritime services
Bermuda - investments
Corporate
Consolidated
Result
Returns on investment portfolio
-
29,120
-
29,120
Portfolio expenses
-
(3,278)
-
(3,278)
Corporate expenses
-
-
(4,267)
(4,267)
Finance income
-
-
205
205
Finance costs
-
-
(10)
(10)
Foreign exchange losses on monetary items
-
(19)
(61)
(80)
Profit/(loss) from continuing operations
-
25,823
(4,133)
21,690
Profit from discontinued operations
81,382
-
-
81,382
Profit/(loss) for the year
81,382
25,823
(4,133)
103,072
Financial position
Current assets
192,693
310,944
19,742
523,379
Investment in joint ventures and associates
96,084
-
-
96,084
Property, plant and equipment
614,099
-
-
614,099
Right-of-use assets
198,508
-
-
198,508
Other intangible assets
13,858
-
-
13,858
Goodwill
13,597
-
-
13,597
Other non-current assets
62,340
-
-
62,340
Segment assets
1,191,179
310,944
19,742
1,521,865
Segment liabilities
(704,976)
(779)
(296)
(706,051)
Other information
Capital additions
66,268
-
-
66,268
Right-of-use assets additions
3,534
-
-
3,534
5 Discontinued operations and disposal group held for sale
In October 2024, the Board committed to have OWOIL sell its full ownership interest in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl, in a single transaction for a cash consideration of R$17.50 per share of Wilson Sons S.A., totalling R$4.352 billion. The transaction is expected to complete in Q2 or Q3 of 2025 and is conditional on the receipt of applicable regulatory clearances and other closing conditions between signing and completion.
Accordingly, the results of Wilson Sons S.A., which represents the entire maritime services segment, have been presented as discontinued operations and its assets and liabilities have been classified as part of a disposal group held for sale. The comparative information for discontinued operations has been re-presented as if the operations had been discontinued from the start of the comparative period. The comparative information for the disposal group has not been re-presented.
At 31 December 2024, the expected proceeds minus cost to sell were US$675.4 million, compared to a carrying value of US$478.2 million for the assets and liabilities within the disposal group minus US$211.3 million for the non-controlling interests share, resulting in a net carrying value of US$266.9 million. Upon completion of the transaction, the Company will be subject to capital gain taxes in Brazil.
The profit and other comprehensive income from discontinued operations from the maritime services segment can be disaggregated as follows:
2024
2023
Sales of services
541,830
486,646
Raw materials and consumables used
(37,446)
(35,467)
Employee charges and benefits expenses
(147,199)
(142,025)
Other operating expenses
(124,191)
(109,049)
Depreciation and amortisation expenses
(55,254)
(71,768)
Gain on disposal of property, plant and equipment
10,266
1,713
Foreign exchange (losses)/gains on monetary items
(1,205)
326
Share of results of joint ventures and associates
2,565
6,447
Other income
10,367
7,593
Finance costs
(37,122)
(35,425)
Profit before tax from discontinued operations
162,611
108,991
Tax expense
(54,673)
(27,609)
Profit from discontinued operations
107,938
81,382
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Post-employment benefits remeasurement
111
32
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations
(28,497)
8,831
Other comprehensive (loss)/income from discontinued operations
(28,386)
8,863
Total comprehensive income from discontinued operations
79,552
90,245
The major classes of assets and liabilities from the maritime services segment part of the disposal group classified as held for sale are as follows:
2024
2023
Cash and cash equivalents
79,516
-
Trade and other receivables
70,174
-
Recoverable taxes
31,120
-
Inventories
18,558
-
Other assets
16,050
-
Investment in joint ventures and associates
97,777
-
Deferred tax assets
22,262
-
Property, plant and equipment
578,576
-
Right-of-use assets
161,917
-
Other intangible assets
11,908
-
Goodwill
13,062
-
Total assets held for sale
1,100,920
-
Trade and other payables
(69,869)
-
Bank loans
(276,708)
-
Tax liabilities
(9,499)
-
Deferred tax liabilities
(78,100)
-
Lease liabilities
(177,742)
-
Provisions for legal claims
(9,191)
-
Post-employment benefits
(1,629)
-
Total liabilities held for sale
(622,738)
-
The cash flows from discontinued operations from the maritime services segment can be disaggregated as follows:
2024
2023
Operating activities
Profit for the year
107,938
81,382
Adjustment for:
Depreciation and amortisation
55,254
71,768
Gain on disposal of property, plant and equipment
(10,266)
(1,713)
Provisions for legal claims
3,887
(2,326)
Share of results of joint ventures and associates
(2,565)
(6,447)
Other income
(10,367)
(7,593)
Finance costs
37,122
35,425
Foreign exchange losses/(gains) on monetary items
1,205
(326)
Share based payment expense in subsidiary
142
306
Post-employment benefits
177
185
Tax expense
54,673
27,609
Changes in:
Inventories
(387)
(592)
Trade and other receivables
8,561
(11,561)
Other assets
4,116
(4,795)
Trade and other payables
(1,770)
13,173
Interest paid
(30,710)
(32,385)
Taxes paid
(21,914)
(27,900)
Net cash inflow from operating activities
195,096
134,210
Investing activities
Income received from financial assets
5,792
7,593
Purchase of property, plant and equipment
(55,211)
(65,136)
Proceeds on disposal of property, plant and equipment
12,359
1,958
Purchase of intangible assets
(573)
(1,132)
Dividends received from joint ventures and associates
1,087
-
Investment in joint ventures and associates
(27)
(7,520)
Net cash used in investing activities
(36,573)
(64,237)
Financing activities
Dividends paid to non-controlling interests
(38,505)
(25,248)
Repayments of bank loans principal
(69,298)
(61,148)
Payments of lease liabilities
(11,212)
(10,087)
New bank loans drawn down
39,540
53,259
Shares repurchased in subsidiary
-
(2,338)
Issue of new shares in subsidiary under employee share option plan
1,263
1,787
Net cash used in financing activities
(78,212)
(43,775)
Cash and cash equivalents at beginning of year
48,200
50,098
Net increase in cash and cash equivalents
80,311
26,198
Dividends paid to parent company
(50,473)
(30,602)
Effect of foreign exchange rate changes
1,478
2,506
Cash and cash equivalents at end of year
79,516
48,200
6 Investment portfolio
The investment portfolio returns can be disaggregated as follows:
2024
2023
Earnings (net of expenses)
13,406
2,022
Realised gains
13,484
9,080
Unrealised (losses)/gains
(6,427)
18,018
Investment portfolio returns
20,463
29,120
The investment portfolio expenses can be disaggregated as follows:
2024
2023
Management fees
(3,220)
(2,996)
Investment portfolio operating expenses
(307)
(282)
Investment portfolio expenses
(3,527)
(3,278)
The movement in the investment portfolio assets is as follows:
2024
2023
Opening balance - 1 January
309,158
272,931
Purchases
60,541
42,674
Proceeds on disposal
(54,120)
(33,545)
Realised gains
13,484
9,080
Unrealised (losses)/gains
(6,427)
18,018
Closing balance - 31 December
322,636
309,158
During the year ended 31 December 2024, the classification of cash flows related to the investment portfolio have been updated to better represent the effect they have on the Group.
For the investment portfolio returns, this reclassification resulted in an increase in earnings (net of expenses) of US$11.3 million, a decrease in realised gains of US$9.0 million and a decrease in unrealised gains of US$2.3 million, with no net impact on the total investment portfolio returns for the year ended 31 December 2024. Prior year comparatives have not been adjusted.
For the investment portfolio assets, this reclassification resulted in an increase in purchases of US$0.2 million, an increase in proceeds on disposal of US$11.1 million, a decrease in realised gains of US$9.0 million and a decrease in unrealised losses of US$2.3 million, with no net impact on the investment portfolio assets for the year ended 31 December 2024. Prior year comparatives have not been adjusted.
The investment portfolio is held in the Bermuda - investments segment and presents the Group with opportunity for return through generated income and capital appreciation. It includes investments in listed equity securities, open ended funds, limited partnerships and other private equity funds.
The Investment Manager of the investment portfolio receives an investment management fee of 1% of the valuation of funds under management and an annual performance fee of 10% of the net investment return which exceeds the benchmark, provided that the high-water mark has been exceeded, and is capped at a maximum of 2% of the investment portfolio net asset value.
The investment portfolio performance is measured against a benchmark calculated by reference to the US CPI Urban Consumers index not seasonally adjusted plus 3% per annum over a rolling three-year period. The Board considers a three-year measurement period appropriate due to the investment mandate's long-term horizon, and an absolute return inflation-linked benchmark appropriately reflects the Group's investment objectives while having a linkage to economic factors. The performance benchmark was 5.9% for the year ended 31 December 2024 (2023: 6.4%).
At the end of the reporting period, the Group had entered into commitment agreements with respect to the investment portfolio for capital subscriptions. The classification of those commitments based on their expiry date is as follows:
2024
2023
Within one year
2,523
4,557
In the second to fifth year inclusive
7,205
4,621
After five years
34,035
44,585
Total commitment for capital subscriptions
43,763
53,763
The exact timing of capital calls made in respect of the above commitments are at the discretion of the manager of the underlying structure. If required, amounts expected to be settled within one year will be met from the realisation of liquid investment holdings. There may be situations when commitments may be extended by the manager of the underlying structure beyond the initial expiry date dependent upon the terms and condition of each individual structure.
Information about the Group's financial instruments valuation and exposure to financial risks is included in note 29.
7 Corporate expenses
Corporate expenses can be disaggregated as follows:
2024
2023
Operating expenses
(1,271)
(1,216)
Employee charges
(569)
(366)
Legal fees
(2,624)
(1,584)
Audit fees
(461)
(397)
Directors' fees
(704)
(704)
Total corporate expenses
(5,629)
(4,267)
8 Taxation
At the present time, no income, profit, capital or capital gains taxes are applicable to the Group's operations in Bermuda and accordingly, no expenses or provisions for such taxes have been recorded by the Group for its Bermuda operations. The Company has received an undertaking from the Bermuda government exempting it from all such taxes until 31 March 2035. During the year ended 31 December 2023, the Bermuda Corporate Income Tax Act of 2023 was enacted by the Bermuda government, which may supersede such exemptions. As the Company is currently not in scope for this new legislation, the exemptions provided by the Bermuda government undertaking still apply.
The operations in the maritime services segment are subject to Brazilian corporation tax and Brazilian social contribution tax calculated at respectively 25% and 9% (2023: 25% and 9%) of the taxable profit for the year. Upon completion of the transaction described in note 5, the Company will be subject to capital gain taxes in Brazil.
The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. Further details are presented in note 5.
Deferred tax
The deferred tax assets and liabilities recognised by the Group all arise from the maritime services segment, for which the assets and liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Deferred tax arising from
Tax depreciation
-
(39,933)
Foreign exchange variance on loans
-
1,105
Tax losses
-
8,581
Profit on construction contracts
-
14,426
Other timing differences
-
12,841
Retranslation of non-monetary items
-
(39,789)
Net deferred tax balance
-
(42,769)
Deferred tax assets
-
22,827
Deferred tax liabilities
-
(65,596)
At 31 December 2024, the Group had within the maritime services segment unused tax losses of US$24.2 million (2023: US$33.7 million) available for offset against future profits in the entity in which they arose. No deferred tax asset has been recognised (2023: US$4.4 million not recognised) due to the unpredictability of future profit streams.
Recoverable and payable taxes
The recoverable and payable taxes relate to Brazilian federal taxes, Brazilian sales and rendering of services taxes, Brazilian payroll taxes, Brazilian income tax, Brazilian social contributions, and judicial bonds related to these items. The assets and liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Recoverable taxes - current
-
47,708
Recoverable taxes - non-current
-
20,680
Total recoverable taxes
-
68,388
2024
2023
Taxes payable - current
-
(10,831)
Total taxes payable
-
(10,831)
9 Cash and cash equivalents
The composition of cash and cash equivalents is as follows:
2024
2023
Cash and bank deposits
4,197
19,799
Time deposits
34,650
19,920
Fixed income investments
-
29,648
Total cash and cash equivalents
38,847
69,367
Fixed income investments include an investment fund and an exchange traded fund both privately managed and including underlying investments that are highly liquid and readily convertible within the Brazil - maritime service segment. The assets of the maritime services segment, including cash and cash equivalents, have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
10 Trade and other receivables
Trade and other receivables arise from the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Current
Trade receivable for the sale of services
-
46,381
Unbilled trade receivables
-
20,936
Total gross current trade receivables
-
67,317
Allowance for expected credit loss
-
(1,623)
Trade receivables
-
65,694
Non-current
Receivables from related parties
-
11,494
Other receivables
-
1,547
Total other receivables
-
13,041
Total trade and other receivables
-
78,735
11 Other assets
Other assets arise from the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Prepayments
-
4,560
Insurance claim receivable
-
5,385
Employee advances
-
2,636
Other current assets
-
339
Total other current assets
-
12,920
Escrow deposits
-
3,101
Investments in maritime start-ups
-
2,691
Total other non-current assets
-
5,792
12 Inventories
Inventories arise from the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Operating materials
-
15,648
Raw materials for third party vessel construction
-
2,523
Total inventories
-
18,171
Inventories are presented net of provision for obsolescence amounting to US$0.5 million at 31 December 2023.
13 Joint ventures and associates
Joint ventures and associates interests are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The Group, through the maritime services segment, holds the following interests in joint ventures and associates at the end of the reporting period:
Place of incorporation
Proportion of ownership
and operation
2024
2023
Joint ventures
Logistics
Porto Campinas Logística e Intermodal Ltda
Brazil
50%
50%
Offshore
Wilson Sons Ultratug Participações S.A.
Brazil
50%
50%
Atlantic Offshore S.A.
Panamá
50%
50%
Associates
Argonáutica Engenharia e Pesquisas S.A.
Brazil
32.32%
32.32%
The reconciliation of the joint ventures and associates results to the share of result of joint ventures and associates, presented as discontinued operations, is as follows:
2024
2023
Joint ventures reconciliation:
Total profit for the year
4,697
12,712
Participation
50%
50%
Share of profit for the year from joint ventures
2,349
6,356
Associates reconciliation:
Total profit for the year
667
281
Participation
32.32%
32.32%
Share of profit for the year for associates
216
91
Share of result of joint ventures and associates - discontinued operations
2,565
6,447
The reconciliation of the joint ventures and associates financial position to the investment in joint ventures and associates, presented as an asset held for sale within the maritime services segment disposal group, is as follows:
2024
2023
Joint ventures reconciliation:
Total net assets
204,605
204,655
Participation
50%
50%
Group's share of net assets of joint ventures
102,303
102,328
Associates reconciliation:
Total net assets
1,314
1,511
Participation
32.32%
32.32%
Group's share of net assets of associates
425
488
Adjustments for:
Goodwill and surplus generated on associate purchase
1,781
1,862
Cumulative elimination of profit on construction contracts
(6,732)
(8,594)
Total adjustments
(4,951)
(6,732)
Investment in joint ventures and associates - assets within disposal group held for sale
97,777
96,084
The movement in investment in joint ventures and associates is as follows:
2024
2023
Opening balance - 1 January
96,084
81,863
Share of result of joint ventures and associates
2,565
6,447
Dividends from joint ventures and associates
(281)
-
Elimination of profit on construction contracts
(28)
(81)
Share of other comprehensive income of joint ventures and associates
(590)
335
Capital increase
27
7,520
Reclassification as assets held for sale
(97,777)
-
Closing balance - 31 December
-
96,084
During the year ended 31 December 2024, the Group increased its invested capital in Porto Campinas Logística e Intermodal Ltda by US$0.03 million. During the year ended 31 December 2023, the Group increased its invested capital in Wilson Sons Ultratug Participações S.A. by US$7.5 million and in Porto Campinas Logística e Intermodal Ltda by US$0.04 million.
Guarantees
Wilson Sons Ultratug Participações S.A. has loans with the Brazilian Development Bank guaranteed by a lien on the financed supply vessels and by a corporate guarantee from its participants, proportionate to their ownership. The Group's subsidiary Wilson Sons S.A. is guaranteeing US$137.9 million (2023: US$155.3 million).
Wilson Sons Ultratug Participações S.A. has a loan with Banco do Brasil guaranteed by a pledge on the financed offshore support vessels, a letter of credit issued by Banco del Estado de Chile and its long-term contracts with Petrobras. The joint venture also has to maintain a cash reserve account until full repayment of the loan agreement amounting to US$1.8 million (2023: US$1.8 million).
Covenants and capital commitments
On 31 December 2024 and 2023, Wilson Sons Ultratug Participações S.A. was in compliance with all of its covenants' ratios related to its loans with the Brazilian Development Bank and with Banco do Brasil. There were no capital commitments for the joint ventures and associates as of 31 December 2024 and 2023.
14 Property, plant and equipment
Property, plant and equipment are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in property, plant and equipment is as follows:
Land, buildings and leasehold improvements
Floating Craft
Vehicles, plant and equipment
Assets under construction
Total
Cost
At 1 January 2023
294,535
576,891
211,985
14,391
1,097,802
Additions
12,096
12,547
16,662
23,831
65,136
Transfers
(27)
22,248
(1,284)
(20,937)
-
Transfers from intangible assets
25
-
8
-
33
Disposals
(511)
(75)
(1,985)
-
(2,571)
Exchange differences
14,238
-
13,664
-
27,902
At 1 January 2024
320,356
611,611
239,050
17,285
1,188,302
Additions
6,312
24,720
19,086
5,093
55,211
Transfers
829
22,204
(1,312)
(21,721)
-
Transfers from intangible assets
190
-
19
-
209
Disposals
(2,635)
(5,448)
(4,593)
-
(12,676)
Exchange differences
(44,966)
-
(43,493)
-
(88,459)
Reclassification as held for sale
(280,086)
(653,087)
(208,757)
(657)
(1,142,587)
At 31 December 2024
-
-
-
-
-
Accumulated depreciation
At 1 January 2023
93,168
288,328
126,677
-
508,173
Charge for the year - discontinued operations
9,330
33,647
12,489
-
55,466
Elimination on construction contracts
-
2
-
-
2
Disposals
(406)
(70)
(1,850)
-
(2,326)
Exchange differences
5,008
-
7,880
-
12,888
At 1 January 2024
107,100
321,907
145,196
-
574,203
Charge for the year- discontinued operations
7,268
26,794
8,927
-
42,989
Transfers
3
-
(3)
-
-
Elimination on construction contracts
-
42
-
-
42
Disposals
(1,150)
(5,268)
(4,165)
-
(10,583)
Exchange differences
(16,737)
-
(25,903)
-
(42,640)
Reclassification as held for sale
(96,484)
(343,475)
(124,052)
-
(564,011)
At 31 December 2024
-
-
-
-
-
Carrying Amount
At 31 December 2023
213,256
289,704
93,854
17,285
614,099
At 31 December 2024
-
-
-
-
-
The Group, within the maritime services segment only, has contractual commitments to suppliers for the acquisition and construction of property, plant and equipment amounting to US$20.4 million (2023: US$7.9 million).
15 Lease arrangements
Lease arrangements are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets and liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
Right-of-use assets
The movement in right-of-use assets is as follows:
Operational facilities
Floating craft
Buildings
Vehicles, plant and equipment
Total
Cost
At 1 January 2023
195,332
19,602
3,081
10,132
228,147
Additions
83
2,136
61
1,254
3,534
Contractual amendments
9,146
10,197
70
(93)
19,320
Terminated contracts
-
-
(368)
(763)
(1,131)
Exchange differences
14,839
706
229
417
16,191
At 1 January 2024
219,400
32,641
3,073
10,947
266,061
Additions
-
-
963
36
999
Contractual amendments
7,861
4,522
414
379
13,176
Terminated contracts
-
-
(517)
(357)
(874)
Exchange differences
(46,970)
(2,612)
(69)
(1,261)
(50,912)
Reclassification as held for sale
(180,291)
(34,551)
(3,864)
(9,744)
(228,450)
At 31 December 2024
-
-
-
-
-
Accumulated depreciation
At 1 January 2023
27,646
12,035
1,511
8,256
49,448
Charge for the year - discontinued operations
8,973
5,351
498
915
15,737
Terminated contracts
-
-
(326)
(651)
(977)
Exchange differences
2,300
492
198
355
3,345
At 1 January 2024
38,919
17,878
1,881
8,875
67,553
Charge for the year- discontinued operations
6,708
4,347
409
601
12,065
Terminated contracts
-
-
(460)
(293)
(753)
Exchange differences
(9,197)
(2,006)
(65)
(1,064)
(12,332)
Reclassification as held for sale
(36,430)
(20,219)
(1,765)
(8,119)
(66,533)
At 31 December 2024
-
-
-
-
-
Carrying Amount
At 31 December 2023
180,481
14,763
1,192
2,072
198,508
At 31 December 2024
-
-
-
-
-
Lease liabilities
The movement in lease liabilities is as follows:
2024
2023
Opening - 1 January
(224,286)
(196,176)
Additions
(999)
(3,534)
Termination of contracts
298
335
Contracts remeasurement
(13,176)
(19,320)
Principal amortisation
29,021
28,384
Interest - discontinued operations
(17,809)
(18,297)
Exchange differences
49,209
(15,678)
Reclassification as held for sale
177,742
Closing - 31 December
-
(224,286)
2024
2023
Operational facilities
-
(204,424)
Floating craft
-
(15,625)
Buildings
-
(1,984)
Vehicles, plant and equipment
-
(2,253)
Total
-
(224,286)
16 Other intangible assets
Other intangible assets are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in other intangible assets is as follows:
Computer software
Concession- rights
Total
Cost
At 1 January 2023
41,822
15,825
57,647
Additions
1,132
-
1,132
Transfers to property, plant and equipment
(33)
-
(33)
Disposals
(41)
-
(41)
Exchange differences
735
462
1,197
At 1 January 2024
43,615
16,287
59,902
Additions
573
-
573
Transfers to property, plant and equipment
(209)
-
(209)
Disposals
(77)
-
(77)
Exchange differences
(2,344)
(1,288)
(3,632)
Reclassification as held for sale
(41,558)
(14,999)
(56,557)
At 31 December 2024
-
-
-
Accumulated amortisation
At 1 January 2023
36,781
6,474
43,255
Charge for the year - discontinued operations
1,570
427
1,997
Disposals
(41)
-
(41)
Exchange differences
574
259
833
At 1 January 2024
38,884
7,160
46,044
Charge for the year - discontinued operations
976
317
1,293
Disposals
(77)
-
(77)
Exchange differences
(1,905)
(706)
(2,611)
Reclassification as held for sale
(37,878)
(6,771)
(44,649)
At 31 December 2024
-
-
-
Carrying amount
31 December 2023
4,731
9,127
13,858
At 31 December 2024
-
-
-
17 Goodwill
Goodwill is held within the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
Tecon Rio Grande
Tecon Salvador
Total
Carrying Value
At 1 January 2023
10,940
2,480
13,420
Exchange differences
177
-
177
At 1 January 2024
11,117
2,480
13,597
Exchange differences
(535)
-
(535)
Reclassification as held for sale
(10,582)
(2,480)
(13,062)
At 31 December 2024
-
-
-
18 Trade and other payables
The liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Trade payables and accruals
(633)
(44,179)
Other payables
-
(226)
Provisions for employee benefits
-
(25,279)
Deferred income
-
(2,084)
Total trade and other payables
(633)
(71,768)
19 Bank loans
Bank loans are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in bank loans is as follows:
2024
2023
Opening - 1 January
(324,201)
(321,891)
Additions
(39,540)
(53,259)
Principal amortisation
69,298
61,148
Interest amortisation
12,901
14,088
Accrued interest
(15,007)
(17,140)
Exchange difference
19,841
(7,147)
Reclassification as held for sale
276,708
-
Closing - 31 December
-
(324,201)
The terms and conditions, carrying value and fair value of the bank loans, held in the maritime services segment and classified as part of a disposal group held for sale, are as follows:
2024
2023
Lender
Currency
Annual interest rate %
Year of maturity
Carrying value
Fair value
Carrying value
Fair value
BNDES
linked to US Dollar
3.1%
2043
(135,580)
(135,580)
(135,411)
(135,411)
BNDES
linked to US Dollar
2.2%
2028
(14,115)
(14,115)
(17,796)
(17,796)
BNDES
linked to US Dollar
3.1%
2045
(8,136)
(8,136)
(2,787)
(2,787)
BNDES
Real
9.9%
2034
(39,524)
(39,524)
(53,537)
(53,537)
BNDES
Real
8.7%
2029
(3,482)
(3,482)
(5,356)
(5,356)
BNDES
Real
11.1%
2027
(275)
(275)
(481)
(481)
Banco do Brasil
linked to US Dollar
2.5%
2035
(54,280)
(54,280)
(60,193)
(60,193)
Bradesco
Real
-
-
-
-
(10,519)
(10,515)
Banco Santander
linked to US Dollar
-
-
-
-
(10,279)
(10,270)
Banco Santander
Real
13.1%
2025
(5,217)
(5,210)
(6,744)
(6,582)
CCB
Real
12.8%
2026
(11,562)
(11,568)
(21,098)
(20,976)
Itaú - NCE
linked to US Dollar
6.1%
2026
(4,537)
(4,537)
-
-
Total bank loans within liabilities held for sale
(276,708)
(276,707)
-
-
Total bank loans
-
-
(324,201)
(323,904)
Guarantees
The Group has pledged assets with a carrying amount of US$248.9 million (2023: US$262.4 million) to secure loans granted to the Group. The assets pledged and the loans granted are both exclusively within the maritime services segment.
Some of the loan agreements rely on corporate guarantees from the Group's subsidiary party to the agreement. For some agreements, the corporate guarantees are in addition to the assignment of receivables, a pledge of the respective financed tugboat or a lien over the logistics and port operations equipment financed.
Undrawn credit facilities
At 31 December 2024, the Group had US$81.9 million (2023: US$50.1 million) of undrawn borrowing facilities available in the maritime services segment in relation to tugs construction, dry-docking and repair of tugs.
Covenants
Loan agreements with a carrying value of US$72.1 million (2023: US$93.5 million) include obligations related to financial indicators that must be complied with annually, including EBITDA/Net operating revenue, EBITDA/Debt service, Equity/Total assets and Net debt/EBITDA. At 31 December 2024 and 2023, the Group was in compliance with all covenants related to its loan agreements.
20 Post-employment benefits
The Group operates a private medical insurance scheme for its employees in its Brazilian operations, which requires the eligible employees to pay fixed monthly contributions. The post-employment benefits liability relates to the potential increase in plan costs resulting from additional claims due to the expanded membership of the scheme.
The post-employment benefits liability is held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in the post-employment benefits liability is as follows:
2024
2023
Opening balance - 1 January
(2,047)
(1,737)
Current service cost
(7)
(8)
Interest expense
(161)
(168)
Contributions to the plan
(9)
(9)
Changes assumptions
203
(214)
Experience adjustments
(78)
231
Exchange differences
470
(142)
Reclassification as held for sale
1,629
-
Closing balance - 31 December
-
(2,047)
The calculation of the post-employment benefits liability involves actuarial assumptions that are based on market conditions. The principal actuarial assumptions, and the impact of a change (keeping the other assumptions constant) on the post-employment benefits liability valuation are as follows:
2024
2023
Annual interest rate
9.44%
8.66%
Estimated inflation rate in the long-term
3.00%
3.00%
Impact of 0.5% increase
155
235
Impact of 0.5% decrease
(181)
(270)
Medical cost trend rate
5.58%
5.58%
Impact of 0.5% increase
(187)
(286)
Impact of 0.5% decrease
162
234
21 Legal claims
In the normal course of its operations in Brazil, the Group is exposed to numerous local legal claims. The Group's policy is to vigorously contest those claims, many of which appear to have little substance or merit, and manage such claims through its legal counsel.
Labour claims - Claims involving payment of health risks, additional overtime and other allowances.
Tax cases - Claims involving government tax assessments when the Group considers it has a chance of successfully defending its position.
Civil - Claims involving indemnification for material damage, environmental and shipping claims and other contractual disputes.
Claims deemed probable and subject to reasonable estimation by management and its legal counsel are recorded as provisions, whereas claims deemed only reasonably possible are disclosed as contingent liabilities. Both provisions and contingent liabilities are subject to uncertainties around the timing and amount of possible cash outflows as the outcome is heavily dependent on court proceedings.
Provisions for legal claims are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in provision for legal claims is as follows:
Labour claims
Tax cases
Civil cases
Total
At 1 January 2024
(4,205)
(1,476)
(1,641)
(7,322)
Additional provisions - discontinued operations
(826)
(2,619)
(1,632)
(5,077)
Unused amounts reversed - discontinued operations
557
-
79
636
Utilisation of provisions
547
-
7
554
Exchange difference
854
634
530
2,018
Reclassification as held for sale
3,073
3,461
2,657
9,191
At 31 December 2024
-
-
-
-
The contingent liabilities at the end of each period are as follows:
Labour claims
Tax cases
Civil cases
Total
At 31 December 2023
(7,312)
(75,982)
(13,536)
(96,830)
At 31 December 2024
(9,041)
(59,133)
(4,164)
(72,338)
At 31 December 2024, other assets of US$2.2 million classified as part of a disposal group held for sale represent escrow deposits required by the Brazilian legal authorities as security to contest legal actions.
At 31 December 2023, other non-current assets of US$3.1 million represent escrow deposits required by the Brazilian legal authorities as security to contest legal actions.
22 Related party transactions
Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Transactions and outstanding balances between the Group and its related parties are as follows:
Revenues/(Expenses)
Receivable/(Payable)
2024
2023
2024
2023
Joint ventures and associates
Wilson, Sons Ultratug Participações S.A.1
1,603
964
6,459
11,437
Argonáutica Engenharia e Pesquisas S.A.2
(78)
(14)
(3)
(4)
Others
Hanseatic Asset Management LBG3,4
(3,220)
(2,996)
(276)
(759)
Hansa Capital Partners LLP5
(32)
(30)
-
-
1 Related party loans with Wilson, Sons Ultratug Participações S.A. (interest - 3.6% per year with no maturity date) and services provided by the Group.
2 Contract for the implementation of a port traffic monitoring and port traffic intelligence system.
3Mr William Salomon, a Company Director, is chair of Hanseatic Asset Management LBG, to which fees were paid for acting as Investment Manager of the Group's investment portfolio.
4Mr Christopher Townsend, a Company Director, is a director of Hanseatic Asset Management LBG, to which fees were paid for acting as Investment Manager of the Group's investment portfolio.
5 Mr Salomon is a senior partner of Hansa Capital Partners LLP. Office facilities charges were paid to Hansa Capital Partners LLP.
Mr Townsend is the investment director of Hansa Capital GmbH. During the year ended 31 December 2024, directors' fees of US$0.1 million were paid to Mr. C Townsend through Hansa Capital GmbH (2023: US$0.1 million).
Remuneration of key management personnel
The remuneration of the executive directors and other key management of the Group is as follows:
2024
2023
Short-term employee benefits1
(10,264)
(6,853)
Post-employment benefits
(60)
(70)
Share based payment expense
(141)
(306)
Total remuneration of key management personnel
(10,465)
(7,229)
Remuneration of key management personnel - continuing operations
(486)
(451)
Remuneration of key management personnel - discontinued operations
(9,979)
(6,778)
1Short-term employee benefits for key management personnel were re-presented to address inconsistencies in the presentation of the data that were contrary to the guidelines of the Brazilian Accounting Pronouncements Committee. The net result is an increase of US$1.8 million for the short-term employee benefits for key management personal for the year ended 31 December 2023, with no impact on the total amount presented in the consolidated financial statements.
23 Share capital
The number of Company's shares and corresponding share capital amounts are as follows:
2024
2023
Authorised
50,060,000 ordinary shares of 20p each (2023: 50,060,000 ordinary shares of 20p each)
16,119
16,119
Issued and fully paid
35,363,040 ordinary shares of 20p each (2023: 35,363,040 ordinary shares of 20p each)
11,390
11,390
The Company has one class of ordinary share which carries no right to fixed income.
Share capital is converted at the exchange rate prevailing at 31 December 2002, the date at which the Group's presentation currency changed from Sterling to US Dollars, being US$1.61 to £1.
24 Equity transactions in subsidiaries
Share options in subsidiary
On 8 January 2014, the shareholders of the Group's subsidiary Wilson Sons S.A. approved a share option plan which allowed for the grant of options to eligible participants, including an increase in the authorised capital of Wilson Sons S.A. through the creation of up to 26,465,562 new shares.
The options provide participants with the right to acquire shares in Wilson Sons S.A. at a predetermined fixed price, following a vesting period of 3 to 5 years, and expire 10 years from the grant date, or immediately on the resignation of the employee, whichever is earlier. Options lapse if not exercised by the employee within 6 months following retirement.
The movement in share options and related weighted average exercise prices ("WAEP") in Brazilian Real (R$) is as follows:
2024
2023
Number of shares
WAEP (R$)
Number of shares
WAEP (R$)
Opening balance - 1 January
3,747,000
7.90
5,427,600
7.12
Granted during the period
-
-
-
-
Exercised during the period
(989,000)
7.14
(1,680,600)
5.38
Expired during the period
(804,000)
8.66
-
-
Outstanding at 31 December
1,954,000
7.96
3,747,000
7.90
Exercisable at 31 December
949,000
7.23
1,047,000
5.93
The options outstanding at 31 December 2024 had an exercise price in the range of R$5.67 to R$8.66 (2023: R$5.67 to R$8.66) and a weighted-average contractual life of 5.3 years (2023: 6.1 years). The weighted average share price at the date of exercise for the year ended 31 December 2024 was R$16.28 (2023: R$10.06).
During the year ended 31 December 2024, 989,000 share options of the Group's subsidiary Wilson Sons S.A. were exercised (2023: 1,680,600), resulting in an increase in non-controlling interest of 0.13% (2023: 0.22%).
Share buyback in subsidiary
On 13 May 2022, the board of directors of the Group's subsidiary Wilson Sons S.A. approved a share buyback program which allows for the repurchase of the subsidiary's own common shares at market price for an 18-month period. During the year ended 31 December 2023, 1,150,500 shares of the Group's subsidiary Wilson Sons S.A. were repurchased at a weighted average share price of R$10.47, resulting in a decrease in non-controlling interest of 0.15%. No share buyback program was in place for the year ended 31 December 2024.
25 Non-controlling interests
The information on the Group's composition is presented in note 3. The non-controlling interests immaterial to the Group originate from the Brazil - maritime services segment and are presented together as Other. The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. Further details are presented in note 5.
The information related to non-controlling interests is as follows:
At and for the year ended 31 December 2024
Wilson Sons S.A.
Other
Total
Net assets attributable to non-controlling interest
211,281
239
211,520
From discontinued operations
Profit allocated to non-controlling interest
46,721
721
47,442
Other comprehensive income allocated to non-controlling interest
12,330
65
12,395
Dividends to non-controlling interest
37,996
509
38,505
At and for the year ended 31 December 2023
Wilson Sons S.A.
Other
Total
Net assets attributable to non-controlling interest
214,218
92
214,310
From discontinued operations
Profit allocated to non-controlling interest
34,899
1,125
36,024
Other comprehensive income allocated to non-controlling interest
3,855
(3)
3,852
Dividends to non-controlling interest
23,704
1,544
25,248
26 Dividends
The dividends declared and paid by the Company to its shareholders were as follows:
2024
2023
85c per share (2023: 70c per share)
30,059
24,754
After the reporting date, the dividends proposed by the Board but not recognised as liabilities were as follows:
2024
2023
122c per share (2023: 85c per share)
43,143
30,059
27 Earnings per share
The calculation of the basic and diluted earnings per share is as follows:
2024
2023
Profit for the year attributable to equity holders of the Company
From continuing operations
11,182
21,690
From discontinued operations
60,496
45,358
Weighted average number of ordinary shares
35,363,040
35,363,040
Earnings per share from continuing operations - basic and diluted
31.6c
61.3c
Earnings per share from discontinued operations - basic and diluted
171.1c
128.3c
Earnings per share - basic and diluted
202.7c
189.6c
The Company has no dilutive or potentially dilutive ordinary shares.
28 Capital risk management
The Group manages its capital to ensure that entities within it are viable and will be able to continue as a going concern. The Group has two distinctly separate operating segments, maritime services and investments, with no recourse between them, and the capital is managed in a manner that reflects that structure.
The capital structure of the maritime services segment consists of debt, long term in nature, which includes the borrowings disclosed in notes 5 and 19, the lease liabilities included in notes 5 and 15, working capital and cash and cash equivalents. Borrowings are made to fund capital projects and cash flow from these projects are used to meet repayments. Working capital is funded through cash generated by operating activities.
The capital structure of the investments segment consists of investment portfolio assets disclosed in note 6, working capital and cash and cash equivalents. The investments segment has no borrowings and uses the cash generated from investing activities to fund capital commitments.
The capital structure of the Group consists of the operating segments described above and of equity attributable to equity holders of the Company comprising issued capital, reserves and retained earnings disclosed in the consolidated statement of changes in equity.
There were no significant changes during the year relative to the Group policy relating to capital management. In October 2024, the Board committed to have OWOIL sell its full ownership interest in the maritime services segment, for which details are presented in note 5.
29 Financial instruments
The financial assets and financial liabilities of the maritime services segment have been classified as a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The carrying and fair value of financial instruments are as follows:
2024
2023
Carrying value
Fair value
Carrying value
Fair value
Financial assets
Cash and cash equivalents
38,847
38,847
69,367
69,367
Investment portfolio
322,636
322,636
309,158
309,158
Trade and other receivables
-
-
78,735
78,735
Financial assets within disposal group held for sale
Cash and cash equivalents
79,516
79,516
-
-
Trade and other receivables
70,174
70,174
-
-
Financial liabilities
Trade and other payables
(633)
(633)
(71,768)
(71,768)
Bank loans
-
-
(324,201)
(323,904)
Financial liabilities within disposal group held for sale
Trade and other payables
(69,869)
(69,869)
-
-
Bank loans
(276,708)
(276,707)
-
-
The carrying value of cash and cash equivalents, trade and other receivables, and trade and other payable is a reasonable approximation of their fair value.
The fair value of bank loans was established as their present value determined by future cash flows and interest rates applicable to instruments of similar nature, terms and risks or at market quotations of these securities.
The fair value of the investment portfolio assets are based on quoted market prices at the close of trading at the end of the period if traded in active markets and based on valuation techniques if not traded in active markets. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.
Fair value measurements recognised in the consolidated financial statements are grouped into levels based on the degree to which the fair value is observable.
Financial instruments whose values are based on quoted market prices in active markets are classified as Level 1. These include active listed equities.
Financial instruments that trade in markets that are not considered active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified as Level 2. These include open ended funds, certain private investments that are traded over the counter, and debt instruments.
Financial instruments that have significant unobservable inputs as they trade infrequently and are not quoted in an active market are classified as Level 3. These include investments in limited partnerships and other private equity funds which may be subject to restrictions on redemptions such as lock up periods, redemption gates and side pockets.
The Group considers the valuation techniques and inputs used in valuing these funds as part of its due diligence prior to investing to ensure they are reasonable and appropriate. Therefore, the net asset value ("NAV") of these funds may be used as an input into measuring their fair value. In measuring this fair value, the NAV of the funds is adjusted, if necessary, for other relevant factors known of the fund. In measuring fair value, consideration is also paid to any clearly identifiable transactions in the shares of the fund.
Depending on the nature and level of adjustments needed to the NAV and the level of trading in the fund, the Group classifies these funds as either Level 2 or Level 3. As observable prices are not available for these securities, the Group values these based on an estimate of their fair value. The Group obtains the fair value of their holdings from valuation statements provided by the managers of the invested funds. Where the valuation statement is not stated at the reporting date, the Group adjusts the most recently available valuation for any capital transactions made up to the reporting date. When considering whether the NAV of the underlying managed funds represent fair value, the Investment Manager considers the valuation techniques and inputs used by the managed funds in determining their NAV.
The underlying funds use a blend of methods to determine the value of their own NAV by valuing underlying investments using methodology consistent with the International Private Equity and Venture Capital Valuation Guidelines ('IPEV'). IPEV guidelines generally provides five ways to determine the fair market value of an investment: (i) binding offer on the company, (ii) transaction multiples, (iii) market multiples, (iv) net assets and (v) discounted cash flows. Such valuations are necessarily dependent upon the reasonableness of the valuations by the fund managers of the underlying investments. In the absence of contrary information, these values are relied upon.
The financial instruments recognised in the consolidated statement of financial position, by level of hierarchy, excluding financial instruments for which the carrying amount is a reasonable approximation of fair value, are as follows:
Level 1
Level 2
Level 3
Total
31 December 2024
Investment portfolio
53,879
151,521
117,236
322,636
Bank loans within disposal group held for sale
-
(276,708)
-
(276,708)
31 December 2023
Investment portfolio
34,058
156,829
118,271
309,158
Bank loans
-
(324,201)
-
(324,201)
During the year ended 31 December 2024, no financial instruments were transferred between levels.
During the year ended 31 December 2023, one open ended fund with a carrying value of US$5.3 million was transferred from Level 3 to Level 2 because alternative pricing sources supported by observable inputs became available.
The movement in Level 3 financial instruments for the year is as follows:
2024
2023
Balance at 1 January
118,271
120,366
Transfers from Level 3 to Level 2
-
(5,266)
Purchases
12,611
8,153
Proceeds on disposal
(1,305)
(8,314)
Realised (losses)/gains
(6,424)
3,943
Unrealised losses
(5,917)
(611)
Balance at 31 December
117,236
118,271
During the year ended 31 December 2024, the classification of cash flows related to the investment portfolio have been updated to better represent the effect they have on the Group.
For the investment portfolio assets classified as level 3, this reclassification resulted in an increase in purchases of US$0.2 million, an increase in proceeds on disposal of US$11.0 million, a decrease in realised gains of US$6.5 million and a decrease in unrealised gains of US$4.7 million, with no net impact on the investment portfolio assets classified as level 3 for the year ended 31 December 2024. Prior year comparatives have not been adjusted.
Investment in limited partnerships and private equity funds require a long-term commitment with no certainty of return. The Group's intention is to hold Level 3 investments to maturity. In the unlikely event that the Group is required to liquidate these investments, the proceeds received may be less than the carrying value due to their illiquid nature.
The sensitivity of the Level 3 investments to changes in fair value due to illiquidity and its impact on proceeds received, while all other variables are held constant, is as follows:
2024
2023
Decrease of 5%
(5,862)
(5,914)
Decrease of 10%
(11,724)
(11,827)
Decrease of 20%
(23,447)
(23,654)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group's credit risk is primarily attributable to its cash and cash equivalents, investments, and trade and other receivables. The amounts presented as trade and other receivables in the consolidated statement of financial position are shown net of allowances for credit loss.
Temporary cash surpluses are invested in time deposits, exchange funds, and fixed income investments, according to regulations approved by management. Credit risk is limited because the counterparties to those investments are regulated institutions or leading financial institutions with high credit ratings.
The level of credit risk associated with the investment portfolio is dependent upon the terms and conditions and the management of each of the investment vehicles. The Investment Manager evaluates the credit risk on trading investments prior to and during the investment period, and the Board reviews all investments at its regular meetings from reports prepared by the Investment Manager.
The Group has no significant concentration of credit risk for trade receivables as they consist of a large number of customers with no single customer representing more than 10% of the total trade receivables.
Allowance for expected credit losses for trade receivables
The Group recognises an allowance for expected credit losses based on an expected credit losses ("ECLs") model and a provision matrix, based on days past due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Group's historical observed default rates, and will be adjusted, when appropriate, to adjust the historical credit losses experience with forward-looking information.
The allowance for expected credit losses is as follows:
Current
1-30 days
31-90 days
91-180 days
More than 180 days
Total
31 December 2024
Expected credit loss rate within disposal group held for sale
0.09%
0.09%
3.79%
14.10%
62.94%
Receivables for services within disposal group held for sale
51,605
8,198
1,608
1,050
707
63,168
Allowance for expected credit losses within disposal group held for sale
(47)
(7)
(61)
(148)
(445)
(708)
31 December 2023
Expected credit loss rate
0.04%
0.04%
2.56%
19.63%
64.73%
Receivables for services
48,593
9,313
6,561
954
1,896
67,317
Allowance for expected credit losses
(17)
(3)
(168)
(187)
(1,248)
(1,623)
Foreign currency risk
The Brazil - maritime services segment operates principally in Brazil with a substantial proportion of its revenue, expenses, assets and liabilities denominated in Real, exposing the Group to exchange rate fluctuations. Purchases and sales of goods and services are denominated in Real and US Dollars. These transactions are subject to currency fluctuations between the time that the price of goods or services are settled and the actual payment date. For investing and financing cash flows, the resources and their application are monitored with the objective of matching the currency cash flows and due dates. For operating cash flows, the Group seeks to neutralise the currency risk by matching assets (receivables) and liabilities (payments).
Furthermore, the Group has contracted US Dollar denominated and Real denominated debt within the maritime services segment, and the related cash and cash equivalents balances are also US Dollar denominated and Real denominated. The Group seeks to generate an operating cash surplus in the same currency in which the debt service of each business is denominated.
The Bermuda - investments segment operates internationally and holds monetary assets denominated in currencies other than the US Dollar, the functional currency. Foreign currency risk arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.
The Group's policy is not to manage its exposure to foreign exchange movements in the investment portfolio by entering into any foreign exchange hedging transactions. Instead, when the Investment Manager formulates a view on the future direction of foreign exchange rates and the potential impact on the investment portfolio, the Investment Manager factors that into its portfolio allocation decisions.
The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities or foreign currency denominated monetary assets and monetary liabilities classified within a disposal group held for sale at the reporting date are as follows (presented in US Dollar):
Assets
Liabilities
2024
2023
2024
2023
Real
182,541
205,428
(395,239)
(461,336)
Sterling
11,539
13,575
(20)
(20)
Swiss Franc
-
1,983
-
-
Euro
20,140
15,747
-
-
Yen
5,059
4,948
-
-
Total foreign currency denominated monetary items
219,279
241,681
(395,259)
(461,356)
The Group is primarily exposed to unfavourable movements in the Real on its Brazilian monetary assets and liabilities held by US Dollar functional currency entities. The sensitivity analysis below refers to the position at the end of the reporting period and estimates the impacts of a Real devaluation against the US Dollar, considering three scenarios: a likely scenario (probable), a 25% devaluation scenario (possible) and a 50% devaluation scenario (remote). The Group uses the Brazilian Central Bank's "Focus" report to determine the probable scenario.
Currency
Amount (US$)
Probable scenario
Possible scenario (25%)
Remote scenario (50%)
31 December 2024
Projected exchange rate
6.00
7.50
9.00
Total assets
BRL
182,541
5,850
(31,827)
(56,947)
Total liabilities
BRL
(395,239)
(12,667)
68,914
123,301
Net impact
(6,817)
37,087
66,354
31 December 2023
Projected exchange rate
4.95
6.19
7.43
Total assets
BRL
205,428
(4,511)
(44,694)
(71,483)
Total liabilities
BRL
(461,336)
10,131
100,372
160,532
Net impact
5,620
55,678
89,049
The US Dollar/Brazilian Real exchange rate was 6.19 at 31 December 2024 (2023: 4.84).
Market price risk
By the nature of its activities, the Bermuda - investments segment's investments are exposed to market price fluctuations. However, the portfolio as a whole does not correlate directly to any Stock Exchange Index as it is invested in a diversified range of markets. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and consideration is given to hedging the portfolio against large market movements.
The sensitivity of the investment portfolio to changes in market prices and the impact on its fair value and returns at the end of the financial year, while all other variables are held constant, is as follows:
2024
2023
Decrease of 5%
(16,132)
(15,458)
Decrease of 10%
(32,264)
(30,916)
Decrease of 20%
(64,527)
(61,832)
Interest rate risk
Entities within the maritime services segment borrow funds at both fixed and floating interest rates. The Group is primarily exposed to unfavourable movements in the interest rate impacting its floating interest rate borrowings, which are partially being offset by the impact on its floating interest rates investments.
The sensitivity analysis below refers to the position at the end of the reporting period and estimates the impacts of unfavourable movement in the interest rates, considering three scenarios: a likely scenario (probable), a 25% increase in interest rates over the likely scenario (possible) and a 50% increase in interest rates over the likely scenario (remote). The net impact was obtained by assuming a 12-month period starting at the beginning of the period in which interest rates vary and all other variables are held constant. The Group uses the Brazilian Central Bank's "Focus" report to determine the probable scenario.
Risk
Amount (US$)
Probable scenario
Possible scenario (25%)
Remote scenario (50%)
31 December 2024
Borrowing
Brazilian Interbank Interest Rate
(16,779)
(107)
(247)
(382)
Borrowing
Brazilian Long-Term Interest Rate
(275)
-
(3)
(6)
Borrowing
Brazilian National Consumer Prices
(43,006)
-
(453)
(902)
Borrowing
N/A (fixed interest rates)
(216,648)
-
-
-
Investments
Brazilian Interbank Interest Rate
43,423
1,466
2,948
4,429
Net impact
1,359
2,245
3,139
31 December 2023
Borrowing
Brazilian Interbank Interest Rate
(38,361)
452
(265)
(967)
Borrowing
Brazilian Long-Term Interest Rate
(481)
-
(5)
(9)
Borrowing
Brazilian National Consumer Prices
(58,893)
-
(663)
(1,319)
Borrowing
N/A (fixed interest rates)
(226,466)
-
-
-
Investments
Brazilian Interbank Interest Rate
29,649
(765)
(183)
398
Net impact
(313)
(1,116)
(1,897)
Concentration risk
By the nature of its activities, the Bermuda - investments segment's investments are exposed to concentration of credit risk and market risk based on geographic exposure and sector exposure. The Investment Manager and the Board monitor the portfolio composition on a regular basis to ensure it remains invested in a diversified range of markets to limit the concentration of exposure by geography and by sector.
At 31 December 2024, the Group has identified concentration risk for the investment portfolio due to its geographic exposure of US$178.1 million or 55.2% in North America (2023: US$157.7 million or 51.0) and its sector exposure of US$82.0 million or 25.4% in information technology (2023: US$73.7 million or 23.8%). These exposures are based on the immediate investment into investment vehicles and may be further affected by specific allocation of assets within those vehicles.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in fulfilling obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The Group's approach in managing liquidity is to ensure that the Group always has sufficient liquidity to fulfil its obligations that expire and to meet the expected operational expenses, under normal and stressed conditions, to avoid damage to the reputation of the Group. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group expects to meet its other obligations from operating cash flows and proceeds of maturing financial assets.
The following table details the Group's remaining contractual maturity for its financial liabilities and financial liabilities within a disposal group held for sale, showing their undiscounted cash flows based on the earliest date on which the Group can be required to pay, including both interest and principal payments.
Weighted average effective interest rate%
Less than 12 months
1-5 years
5+ years
Total
31 December 2024
Trade payables and accruals
0.00%
(29,927)
-
-
(29,927)
Variable interest rate instruments
10.04%
(24,986)
(24,485)
(19,019)
(68,490)
Fixed interest rate instruments
2.95%
(39,699)
(104,520)
(81,278)
(225,497)
Lease liability
13.39%
(46,703)
(151,445)
(591,550)
(789,698)
Total contractual cash outflows
(141,315)
(280,450)
(691,847)
(1,113,612)
31 December 2023
Trade payables and accruals
0.00%
(44,179)
-
-
(44,179)
Variable interest rate instruments
11.06%
(26,595)
(50,002)
(33,384)
(109,981)
Fixed interest rate instruments
2.95%
(48,629)
(124,663)
(94,574)
(267,866)
Lease liability
13.07%
(30,196)
(95,752)
(382,424)
(508,372)
Total contractual cash outflows
(149,599)
(270,417)
(510,382)
(930,398)
Limitations of sensitivity analysis
The sensitivity information included in this note demonstrates the estimated impact of a change in a major input assumption while other assumptions remain unchanged. There are normally significant levels of correlation between the assumptions and other factors.
ENQUIRIES
Company Contact
Leslie Rans, CPA
1 (441) 295 1309
Media
David Haggie
Haggie Partners LLP
020 7562 4444
Brokers
Peel Hunt
Edward Allsopp/Charles Batten
020 7418 8900
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