REG - Hansa Investment Co Hansa Invest-HANA Ocean Wilsons Hldgs - Possible Combination

Ocean Wilsons HoldingsAnnouncement

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RNS Number : 0818N  Hansa Investment Company Limited  17 June 2025

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

 

THE POSSIBLE COMBINATION TO WHICH THIS ANNOUNCEMENT RELATES IS NOT SUBJECT TO
THE UK CITY CODE ON TAKEOVERS AND MERGERS. THERE CAN BE NO CERTAINTY THAT
FINAL TERMS IN RESPECT OF THE POSSIBLE COMBINATION WILL BE AGREED OR THAT THE
POSSIBLE COMBINATION WILL OTHERWISE BE CONSUMMATED.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

17 June 2025

 

JOINT STATEMENT REGARDING A POSSIBLE COMBINATION
OF
HANSA INVESTMENT COMPANY LIMITED
AND
OCEAN WILSONS HOLDINGS LIMITED

Summary

 

The boards of directors (each a "Board") of Hansa Investment Company Limited
("Hansa") and Ocean Wilsons Holdings Limited ("Ocean Wilsons") are pleased to
announce that they have reached preliminary agreement on the key terms of a
possible all-share combination of Hansa and Ocean Wilsons, under which Hansa
would acquire the entire issued and to be issued share capital of Ocean
Wilsons (the "Possible Combination").

 

Under the terms of the Possible Combination, Ocean Wilsons shareholders would
be entitled to receive voting ordinary shares and non-voting 'A' ordinary
shares in Hansa, on the basis of an exchange ratio to be determined by
reference to the relative valuation of Hansa's and Ocean Wilsons' adjusted net
assets.

 

Background to and strategic rationale for the Possible Combination

 

The Boards of Hansa and Ocean Wilsons believe that the Possible Combination
represents a compelling long-term opportunity for shareholders by combining
two companies with complementary portfolios to create an investment company
with total net assets of in excess of £900 million under a simplified group
structure (the "Combined Group"). The Possible Combination would bring
together Hansa and Ocean Wilsons to create a differentiated investment company
of meaningful scale with a diversified, global portfolio of investment funds,
direct equities and private assets, which the Boards of Hansa and Ocean
Wilsons believe would create a strong platform for long-term value creation.
Shareholders of the Combined Group would be able to realise the benefits and
synergies of greater scale, including through a reduced blended management fee
rate.

 

Ocean Wilsons is an investment holding company, which holds an actively
managed diversified portfolio of international investments. Until recently,
Ocean Wilsons also owned a majority interest in Wilson Sons S.A. ("Wilson
Sons"). Hansa is one of the oldest investment companies in the UK market and
invests in a diversified, global portfolio of investment funds, direct
equities and private assets. Hansa has held a strategic stake in Ocean Wilsons
for over 66 years, which has delivered attractive total returns to Hansa
shareholders during this time.

 

The Board of Ocean Wilsons has been actively engaged in assessing strategic
options to maximise shareholder value following the successful sale of its 56%
interest in Wilson Sons to MSC Mediterranean Shipping Company S.A., which
completed on 4 June 2025. Alongside its commitment to return a portion of the
proceeds of the sale of Wilson Sons through a tender offer for up to 7,072,608
Ocean Wilsons shares (the "Tender Offer"), as separately announced today, the
Independent Ocean Wilsons Directors (as defined below) have concluded that the
Possible Combination is in the best long-term interests of Ocean Wilsons and
its shareholders who are seeking to continue to gain exposure to its
diversified portfolio of global public and private investments.

 

The Board of Hansa has, following the disposal of Wilsons Sons, given
consideration to its options regarding its strategic position in Ocean Wilsons
and has concluded that the Possible Combination presents an attractive
proposition for shareholders, allowing Hansa to fully recognise the underlying
value of its holding in Ocean Wilsons and simplify its investment proposition
which will focus solely on offering global exposure to a diversified portfolio
of public and private investments.

 

The Possible Combination has the support of the long-term, strategic
shareholders of both Hansa and Ocean Wilsons.

 

Key benefits of the Possible Combination

 

The key benefits of the Possible Combination for shareholders of Hansa and
Ocean Wilsons are expected to include:

 

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

 

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

 

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

 

·      Liquidity: The scale of the Combined Group is expected to improve
secondary market liquidity for both groups of shareholders.

 

·      Simplification of the group structure: The Possible Combination
would create a single investment company, building upon Hansa's existing
significant shareholding in Ocean Wilsons and allowing the value of the
combined portfolio to be fully reflected in the net asset value of the
Combined Group.

 

·      Cost efficiencies: The fixed costs of running an investment
company will be spread over a larger asset base, thereby reducing the
aggregate costs ultimately borne by both sets of shareholders.

 

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

 

·      Lower ongoing charges: A combination of the cost efficiencies and
the lower blended management fee rate will result in a lower ongoing charges
ratio which will be materially more competitive than the current respective
ongoing charges ratios.

 

·      Capital allocation policy: The Combined Group will introduce a
new capital allocation policy which is expected to enhance returns over time,
principally through the implementation of on-market share buybacks of between
2% and 4% of its issued share capital (which may include both voting ordinary
shares and non-voting A ordinary shares).

 

Chair of Hansa, Jonathan Davie commented:

 

"The Possible Combination would represent a significant milestone in Hansa's
long history. Hansa first invested in Ocean Wilsons in 1958, and over the
period since its initial investment, Ocean Wilsons has delivered attractive
total returns for Hansa shareholders. The sale of Wilson Sons has provided the
opportunity for the Possible Combination which, if it were to proceed, would
enable Hansa to generate an uplift in the carrying value of Ocean Wilsons by
reporting it at net asset value, and create a simplified investment
proposition for Hansa shareholders with increased scale that we believe will
broaden the appeal of Hansa."

 

Chair of Ocean Wilsons, Caroline Foulger commented:

 

"Having assessed the strategic options available to us to maximise shareholder
value, the independent directors of Ocean Wilsons have concluded that the
Possible Combination with Hansa is in the best long-term interests of Ocean
Wilsons and its shareholders who are seeking to continue to gain exposure to
its diversified portfolio of global public and private investments. We are
excited by the Possible Combination which will create a differentiated
investment company with a diversified, global portfolio."

 

Key terms of the Possible Combination

 

The Boards of Hansa and Ocean Wilsons have preliminarily agreed the following
key terms of the Possible Combination:

 

Transaction structure

 

·      The Possible Combination would be effected by way of a scheme of
arrangement under Bermudian law (the "Scheme"), requiring a simple majority in
number representing at least 75% by value of Ocean Wilsons shareholders
present and voting to vote in favour of the Scheme. Ocean Wilsons shares
already owned by Hansa would not be capable of being voted in relation to the
Scheme.

 

Exchange ratio

 

·      Under the terms of the Scheme, Ocean Wilsons shareholders would
be entitled to receive, in exchange for their Ocean Wilsons shares, new Hansa
shares, which will be issued in units comprising one Hansa voting ordinary
share and two Hansa non-voting 'A' ordinary shares ("Hansa Share Units"),
being the same ratio in which Hansa's shares are currently issued.

 

·      The exchange ratio upon which new Hansa Share Units will be
issued will be determined on a formula asset value ("FAV")-for-FAV basis.

 

·      The respective FAVs of Ocean Wilsons and Hansa will be calculated
(in GBP) by reference to the net asset value ("NAV") of Ocean Wilsons and
Hansa, respectively, as at 30 June 2025, subject to certain customary
adjustments including:

 

o  to the extent that valuations as at 30 June 2025 are not available for any
private capital investments in either company's portfolio, such investments
will be valued by reference to the latest available valuation information as
at the latest practicable date prior to the agreement and announcement of
definitive terms in respect of the Proposed Combination, as adjusted for any
distributions received, or any capital contributions made, in respect of the
relevant private capital investment between the applicable investment
valuation date and 30 June 2025;

 

o  that the value of Hansa's investment in Ocean Wilsons will be determined
as the Ocean Wilsons FAV per share multiplied by the number of Ocean Wilsons
shares held by Hansa as at 30 June 2025;

 

o  for the cash cost incurred by Ocean Wilsons in connection with the Tender
Offer (including related transaction costs);

 

o  for any dividends declared or paid by Ocean Wilsons or Hansa to or for the
benefit only of their respective shareholders prior to completion of the
Possible Combination;

 

o  for the costs and expenses accrued as at 30 June 2025, or expected to be
incurred, by Ocean Wilsons and Hansa in connection with the Possible
Combination; and

 

o  to convert any amounts denominated in any currency other than GBP into GBP
using the applicable foreign exchange rates as at 30 June 2025.

 

Conditions

 

·      The Possible Combination is expected to be conditional on
approval by the requisite majorities of Ocean Wilsons shareholders of the
Scheme, as well as customary matters relating to the implementation of the
Scheme.

 

·      In addition, the Possible Combination is expected to be
conditional on the approval by the requisite majority of holders of Hansa
voting ordinary shares present and voting of resolutions to authorise the
issue of Hansa shares to Ocean Wilsons shareholders and to amend Hansa's
existing investment policy so as to permit the acquisition of further Ocean
Wilsons shares in connection with the Possible Combination, as well as on
customary matters relating to the admission to listing and trading of the new
Hansa shares.

 

Combined Group structure, governance and strategy

 

·      It is proposed that, on completion of the Possible Combination,
Andrey Berzins and Christopher Townsend, existing directors of Ocean Wilsons,
will join the Board of Hansa.

 

·      Following completion of the Possible Combination, Hanseatic Asset
Management LBG ("HAML") will act as alternative investment fund manager and
portfolio manager to the Combined Group. Hansa Capital Partners LLP will be
appointed as investment adviser to HAML and, in addition, will provide
administrative services to the Combined Group.

 

·      The investment management fee payable by the Combined Group to
HAML will be based on a tiered fee structure chargeable at 0.8% of Hansa's NAV
up to £500 million and 0.7% thereafter, as compared to the existing
management fee of 1.0% currently payable by each of Hansa and Ocean Wilsons
under their respective investment management arrangements, and eliminates the
additional performance fee that forms part of Ocean Wilsons' existing
management fee arrangements.

 

·      It is expected that the Combined Group will maintain Hansa's
existing investment strategy of investing in a diversified portfolio of global
assets that combines exposure to a public and private equities. In due course,
it is anticipated that the corporate structure of the Combined Group will be
simplified and that the investment portfolios of Hansa and Ocean Wilsons will
be consolidated under a single legal entity.

 

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

 

·      On completion of the Possible Combination, the Combined Group
would adopt a new capital allocation policy which will provide that: (i)
dividends will be paid only to the extent necessary to ensure that the
Combined Group is not treated as a non-mainstream pooled investment; and (ii)
in each financial year and in normal market conditions, the Combined Group
intends to repurchase between 2% and 4% of its issued share capital (which may
include both voting ordinary shares and non-voting A ordinary shares). The
Boards of Hansa and Ocean Wilsons consider the proposed capital allocation
policy, which will prioritise share repurchases over dividends, to be a more
efficient approach to capital allocation which will be accretive to
shareholder returns compared with returning value to shareholders by way of
dividends.

 

Hansa and Ocean Wilsons Boards' views of the Possible Combination

 

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

 

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

 

The Independent Ocean Wilsons Directors, together with Ocean Wilsons'
financial adviser, have carefully evaluated the Possible Combination against
Ocean Wilsons' other strategic options following the sale of its interest in
Wilson Sons and have consulted with certain of Ocean Wilsons' major
shareholders. Separately, the Independent Hansa Directors, together with
Hansa's financial adviser, have carefully evaluated the Possible Combination.
While both the Independent Ocean Wilsons Directors and the Independent Hansa
Directors continue to have strong conviction in the prospects of each of their
respective companies on a standalone basis, they each recognise that the
Possible Combination provides an attractive opportunity for Ocean Wilsons
shareholders and Hansa shareholders to participate in the expected benefits of
the Possible Combination, as described above.

 

Accordingly, the Independent Ocean Wilsons Directors and, separately, the
Independent Hansa Directors have each concluded that, should the Possible
Combination proceed on the terms that have been preliminarily agreed between
the parties as of the date of this announcement, they would be minded to
recommend it unanimously to Ocean Wilsons shareholders and to Hansa
shareholders, respectively.

 

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

 

Shareholder support

 

William Salomon, who is directly interested in 2.02% of Hansa's voting
ordinary shares has provided to the Board of Hansa a written confirmation
that, should the Possible Combination proceed on the terms set out in this
announcement, he would be minded to support the Possible Combination by voting
the Hansa voting ordinary shares held by him in favour of any Hansa
shareholder resolutions relating to the Possible Combination.

 

Christopher Townsend, who is directly interested in 11.42% of Ocean Wilsons'
issued share capital and is indirectly interested in 25.87% of Hansa's voting
ordinary shares, through his wholly-owned investment vehicle Nomolas Limited,
has provided to the Boards of Hansa and Ocean Wilsons written confirmations
that, should the Possible Combination proceed on the terms set out in this
announcement, he would be minded to support the Possible Combination by voting
the Hansa voting ordinary shares and Ocean Wilsons shares, respectively, held
or controlled by him in favour of any Hansa and Ocean Wilsons shareholder
resolutions relating to the Possible Combination.

 

Victualia Limited Partnership (acting through its general partner Ansgar
Limited), an entity which is directly interested in 25.87% of Hansa's voting
ordinary shares and 12.54% of Ocean Wilsons' issued share capital, has
provided to the Boards of Hansa and Ocean Wilsons written confirmations that,
should the Possible Combination proceed on the terms set out in this
announcement, it would be minded to support the Possible Combination by voting
the Hansa voting ordinary shares and Ocean Wilsons shares, respectively, held
or controlled by it in favour of any Hansa and Ocean Wilsons shareholder
resolutions relating to the Possible Combination.

 

Accordingly, Hansa has received indications of support from 53.76% in
aggregate of the holders of its voting ordinary shares. Ocean Wilsons has
received indications of support from 32.58% in aggregate of its shareholders
who will be able to vote on the Scheme (being all shareholders other than
Hansa).

 

Important notes

 

The Possible Combination is subject to the satisfaction or waiver of a number
of customary pre-conditions, including, amongst other things, the completion
of mutual confirmatory due diligence to the satisfaction of Hansa and Ocean
Wilsons and the definitive agreement of terms in respect of the Possible
Combination. Accordingly, there can be no certainty that the Possible
Combination will proceed, nor as to its terms.

 

Any combination between Hansa and Ocean Wilsons would not be subject to the UK
City Code on Takeovers and Mergers (the "Code"). However, the Boards of Hansa
and Ocean Wilsons have preliminarily agreed a basis upon which the Possible
Combination will be conducted in accordance with certain provisions of the
Code, should it proceed. Further detail will be provided in due course.

 

 

Enquiries

 

 Hansa                                                      via Winterflood
 Jonathan Davie

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

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

 Ocean Wilsons                                              +1 (441) 295 1309
 Leslie Rans

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

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

 

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

 

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

Information on Hansa

 

Hansa is a Bermuda closed-ended investment company listed on the London Stock
Exchange. Hansa's investment objective is to grow Hansa's net assets over the
medium to long term by investing in a diversified and multi-strategy portfolio
comprising third-party funds, global equities and other international
financial securities. Hansa may invest in quoted and unquoted securities and
holds a strategic position in Ocean Wilsons which currently represents its
largest holding.

Information on Ocean Wilsons

 

Ocean Wilsons is a Bermuda investment holding company listed on both the
London Stock Exchange and the Bermuda Stock Exchange. Ocean Wilsons' active
business comprises Ocean Wilsons (Investments) Limited, an entity that holds
an actively managed diversified portfolio of international investments.

Inside Information

 

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

Application of the Code

 

Ocean Wilsons has its registered office in Bermuda and, as a result, is not
subject to the Code. Accordingly, the Code would not apply to the Possible
Combination and the possible transaction set out in this Announcement is not
subject to the jurisdiction of, or being regulated by, the Takeover Panel.
However, the Boards of Hansa and Ocean Wilsons have preliminarily agreed a
basis upon which the Possible Combination will be conducted in accordance with
certain provisions of the Code, should it proceed.

Disclaimers

 

This announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments.

 

Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser and broker to Hansa and for no one else in connection with the matters
referred to in this announcement and will not be responsible to any person
other than Hansa for providing the protections afforded to clients of
Winterflood, nor for providing advice in relation to the matters referred to
herein. Neither Winterflood nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Winterflood in connection with the matters referred to in this
announcement, or otherwise.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and broker to
Ocean Wilsons and for no one else in connection with the matters referred to
in this announcement and will not be responsible to any person other than
Ocean Wilsons for providing the protections afforded to clients of Peel Hunt,
nor for providing advice in relation to the matters referred to herein.
Neither Peel Hunt nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

Overseas jurisdictions

 

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

 

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom and Bermuda may be restricted by
law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom or Bermuda should inform themselves about and
observe any applicable requirements.

Cautionary Note Regarding Forward-Looking Statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Possible Combination, and other
information to be published by Hansa and/or Ocean Wilsons, may include
statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements reflect Hansa
and Ocean Wilsons' current views with respect to future events and are subject
to risks relating to future events and other risks, uncertainties and
assumptions relating to Hansa and Ocean Wilsons' businesses, results of
operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.

Neither Hansa nor Ocean Wilsons, nor any of their respective associates or
directors, officers or advisers, provides any representation, aurrance or
guarantee that the occurrence of the events expressed or implied in any
forward-lookingstatements in their announcement will actually occur. Given
these risks and uncertainties, you are cautioned not to place any reliance on
these forward-looking statements.

 

Other than in accordance with their legal or regulatory obligations, neither
Hansa nor Ocean Wilsons is under any obligation, and Hansa and Ocean Wilsons
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

Sources of information

 

The estimated net asset value of the Combined Group has been calculated by
aggregating the net asset values of Hansa (excluding the value of its
investment in Ocean Wilsons) and Ocean Wilsons as at 31 March 2025, being
approximately £340.9 million and £579.8 million, respectively, having
accounted for the following adjustments:

 

·      Ocean Wilsons' final dividend of US$ 122 cents per share, paid on
28 May 2025;

·      Hansa's interim dividend of 0.8 pence per share, paid on 30 May
2025;

·      the net proceeds of approximately US$594 million received by
Ocean Wilsons in consideration for the sale of its interest in Wilsons Sons;

·      the assumed cost to Ocean Wilsons of the Tender Offer, assuming
the repurchase of 7,072,608 Ocean Wilsons shares at the middle of the Tender
Offer price range (i.e., share repurchases totaling approximately £116
million); and

·      Ocean Wilsons' interim dividend of US$ 59 cents per share,
payable on 18 July 2025.

 

For the purposes of the above calculations, any amounts in USD have been
converted to GBP using the Bloomberg BFIX exchange rate for 31 March 2025.

 

Certain figures included in this announcement have been subject to rounding
adjustments.

 

 

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