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RNS Number : 8761K Hansa Investment Company Limited 09 December 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THE COMBINATION TO WHICH THIS ANNOUNCEMENT RELATES IS NOT SUBJECT TO THE UK
CITY CODE ON TAKEOVERS AND MERGERS.
FOR IMMEDIATE RELEASE
9 DECEMBER 2025
RECOMMENDED ALL-SHARE COMBINATION
OF
OCEAN WILSONS HOLDINGS LIMITED
AND
HANSA INVESTMENT COMPANY LIMITED
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 28 July 2025, the boards of Ocean Wilsons Holdings Limited ("Ocean
Wilsons") and Hansa Investment Company Limited ("Hansa") announced that they
had agreed the terms of a recommended all-share combination of Ocean Wilsons
and Hansa, pursuant to which Hansa would acquire the entire issued and to be
issued share capital of Ocean Wilsons (the "Combination") by means of a
court-sanctioned scheme of arrangement of Ocean Wilsons under section 99 of
the Bermuda Companies Act (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document") was published on 14 August 2025.
On 12 September 2025, Ocean Wilsons announced that, at the Court Meeting held
earlier that day, the requisite majority of Scheme Shareholders voted to
approve the Scheme. On the same day, Hansa announced that the Hansa
Resolutions had been approved by the requisite majority of Hansa Voting
Shareholders at the Hansa General Meeting.
On 23 September 2025, Ocean Wilsons announced that the Court Sanction Hearing
had been adjourned, by order of the Court, for the purpose of affording
Arnhold LLC additional time to present its objection to the sanctioning of the
Scheme by the Court.
On 4 November 2025, Ocean Wilsons announced that the adjourned Court Sanction
Hearing, which had commenced on 30 October 2025 as scheduled, concluded on 3
November 2025.
On 3 December 2025, Ocean Wilsons announced that the Court had delivered its
judgment sanctioning the Scheme. On 4 December 2025, Ocean Wilsons announced
that the Court had issued the sealed Court Order sanctioning the Scheme. In
that same announcement, Ocean Wilsons set out an updated expected timetable of
principal events for the implementation of the Combination.
Scheme becomes Effective
Ocean Wilsons and Hansa are now pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies in Bermuda
today: (i) all of the Conditions have now been satisfied or, where applicable,
waived; (ii) the Scheme has become Effective in accordance with its terms; and
(iii) pursuant to the Scheme, the entire issued and to be issued share capital
of Ocean Wilsons has been acquired by Hansa.
Jonathan Davie, Chair of Hansa, commented:
"The Board of Hansa is delighted that the Combination with Ocean Wilsons has
now been completed, creating a Combined Group which is expected to deliver a
variety of benefits to its shareholders, including a simplified structure,
greater scale, improved liquidity in the shares and a lower management fee
rate. Hansa now looks ahead to the next chapter for the Combined Group, the
deployment of capital in order to deliver long-term sustainable shareholder
value and the implementation of the capital allocation policy which the Board
believes will provide greater liquidity and enhance shareholder returns."
Caroline Foulger, Chair of Ocean Wilsons, commented:
"We are pleased to announce the completion of the Combination which ensures a
more efficient and liquid vehicle for the benefit of the shareholders of both
Ocean Wilsons and Hansa. This is the culmination of a year of transformation
for Ocean Wilsons, following on from the disposal of Wilson Sons and
subsequent tender offer earlier this year. We anticipate the Combination
delivering further value to shareholders over the long term as the Combined
Group builds on its c. £900 million portfolio of diversified, global
investment funds, direct equities and private assets."
Settlement of consideration
Each Scheme Shareholder (other than the Ocean Wilsons DI Custodian) who was on
the Ocean Wilsons Ordinary Share Register at the Scheme Record Time (being
6.00 p.m. (Bermuda time) on 8 December 2025) will be entitled to receive
1.4925 New Hansa Share Units (each comprising one voting New Hansa Ordinary
Share and two non-voting New Hansa 'A' Ordinary Shares) for each Scheme Share
held in the form of certificated New Hansa Shares.
In respect of the Ocean Wilsons DI Custodian's holding of Scheme Shares at the
Scheme Record Time, the Hansa DI Custodian will receive the certificated New
Hansa Shares to the exclusion of the Ocean Wilsons DI Custodian and Hansa
shall procure that the Hansa DI Depositary issues New Hansa Depositary
Interests representing such certificated New Hansa Shares to the CREST
accounts of those Ocean Wilsons Depositary Interest Holders on the Ocean
Wilsons DI Register at the Scheme Record Time (being 6.00 p.m. (Bermuda time)
on 8 December 2025).
As set out in the Scheme Document, entitlements will be rounded down to the
nearest whole number of New Hansa Share Units and the remaining fractional
entitlements will be aggregated and sold in the market following Completion,
with proceeds over £5 per Ocean Wilsons Shareholder being sent to the
relevant Ocean Wilsons Shareholder.
As the New Hansa Share Units are not themselves admitted to CREST as a
standalone instrument, separate CREST ratios are required for this corporate
action and are as follows:
• entitlement to New Hansa Ordinary Shares per one Ocean
Wilsons Share: 1.4925; and
• entitlement to New Hansa 'A' Ordinary Shares per one
Ocean Wilsons Share: 2.9850.
Ocean Wilsons Shareholders should note that whilst CREST is required to
include a ratio for the New Hansa 'A' Ordinary Share corporate action, this
ratio is not reflective of how the entitlement to New Hansa 'A' Ordinary
Shares is calculated under the Scheme. Under the Scheme, Ocean Wilsons
Shareholders will receive two New Hansa 'A' Ordinary Shares for every whole
New Hansa Ordinary Share received following the application of the New Hansa
Ordinary Share ratio of 1.4925. In some cases, this doubling of the Ocean
Wilsons Shareholder's entitlement to New Hansa Ordinary Shares will result in
a difference of one New Hansa 'A' Ordinary Share, when compared with the
straightforward application of the CREST New Hansa 'A' Ordinary Share ratio of
2.9850. Ocean Wilsons Shareholders should note that any additional entitlement
to New Hansa 'A' Ordinary Shares generated through the straightforward
application of the CREST New Hansa 'A' Ordinary Share ratio of 2.9850 will be
aggregated as part of the treatment of fractional entitlements, sold in the
market and Ocean Wilsons Shareholders will receive any proceeds above £5 per
Ocean Wilsons Shareholder.
Further details on the settlement of consideration to which each Ocean Wilsons
Shareholder is entitled are set out in the Scheme Document.
Admission of New Hansa Shares
Applications have been made to the FCA and the London Stock Exchange in
relation to: (i) the admission of the 28,264,460 New Hansa Ordinary Shares to
the "closed-ended investment funds" category of the Official List; (ii) the
admission of the 56,528,920 New Hansa 'A' Ordinary Shares to the "non-equity
shares and non-voting equity shares" category of the Official List; and (iii)
the admission of the New Hansa Shares to trading on the London Stock
Exchange's Main Market, each of which is expected to take place by 8.00 a.m.
(London time) on 10 December 2025.
Suspension and cancellation of listing and trading of Ocean Wilsons Shares
The suspension of Ocean Wilsons' listing on the Official List and trading in
Ocean Wilsons Shares on the Main Market of the London Stock Exchange took
effect from 7.30 a.m. (London time) today, 9 December 2025. The suspension of
Ocean Wilsons' listing, and the trading of Ocean Wilsons Shares, on the
Bermuda Stock Exchange ("BSX") also took effect by 7.30 a.m. (London time)
today.
Applications have also been made for: (i) the de-listing of Ocean Wilsons
Shares from the Official List; (ii) the cancellation of the admission to
trading of Ocean Wilsons Shares on the Main Market of the London Stock
Exchange; and (iii) the de-listing and cancellation of trading of Ocean
Wilsons Shares on the BSX.
It is expected that: (i) the de-listing of Ocean Wilsons Shares from the
Official List and cancellation of admission to trading of Ocean Wilsons Shares
on the Main Market will take effect from 8.00 a.m. (London time) on 10
December 2025; and (ii) the de-listing and cancellation of trading of Ocean
Wilsons Shares on the BSX will take effect by no later than 8.00 a.m. (London
time) on 10 December 2025.
Further announcements will be made when appropriate.
Changes to the Ocean Wilsons Board
As the Scheme has now become Effective, Ocean Wilsons duly announces that
Caroline Foulger has tendered her resignation from the Ocean Wilsons Board.
Fiona Beck will also step down from the Ocean Wilsons Board following a short
transitional period ending on 31 March 2026.
Changes to the Hansa Board
As the Scheme has now become Effective, Hansa duly announces that Andrey
Berzins and Christopher Townsend have been appointed to the Hansa Board as
non-executive directors with immediate effect. Further details relating to
Andrey Berzins and Christopher Townsend are set out in Part 9 of the
Prospectus published by Hansa, which is available on Ocean Wilsons' website at
www.oceanwilsons.bm/investors (http://www.oceanwilsons.bm/investors) and
Hansa's website at www.hansaicl.com (http://www.hansaicl.com) .
Other
Full details of the Combination are set out in the Scheme Document, which is
also available on Ocean Wilsons' website at www.oceanwilsons.bm/investors
(http://www.oceanwilsons.bm/investors) and Hansa's website at www.hansaicl.com
(http://www.hansaicl.com) .
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.
FOR FURTHER INFORMATION PLEASE CONTACT
Ocean Wilsons Holdings Limited +1 (441) 295 1309
Leslie Rans
Peel Hunt LLP - Financial adviser and broker to Ocean Wilsons +44 (0) 20 7418 8900
Ed Allsopp
Charles Batten
Tom Graham
FTI Consulting - PR adviser to Ocean Wilsons +44 (0) 20 3727 1000
Ed Berry oceanwilsons@fticonsulting.com (mailto:oceanwilsons@fticonsulting.com)
Alex Le May
Alexander Davis
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
Slaughter and May is acting as legal adviser to Ocean Wilsons as to English
law, and Carey Olsen Bermuda Limited is acting as legal adviser to Ocean
Wilsons as to Bermudian law, in each case in connection with the Combination.
Dentons UK and Middle East LLP is acting as legal adviser to Hansa as to
English law, and Conyers Dill & Pearman Limited is acting as legal adviser
to Hansa as to Bermudian law, in each case in connection with the Combination.
Important Notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser and broker to
Ocean Wilsons and for no one else in connection with the matters referred to
in this announcement and will not be responsible to any person other than
Ocean Wilsons for providing the protections afforded to clients of Peel Hunt,
nor for providing advice in relation to the matters referred to herein.
Neither Peel Hunt nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.
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.
Application of the Takeover Code
Ocean Wilsons is incorporated and has its registered office in Bermuda and, as
a result, is not subject to the Takeover Code. Accordingly, the Takeover Code
did not apply to the Combination or the Scheme, nor were the Combination or
the Scheme subject to the jurisdiction of, or regulated by, the UK Panel on
Takeovers and Mergers.
However, Ocean Wilsons and Hansa agreed certain matters regarding the
application of the Takeover Code to the Combination, and the terms of that
agreement are summarised in the Scheme Document.
Further Information
This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of any securities, or the solicitation of
any vote or approval in any jurisdiction, pursuant to the Combination or
otherwise nor will there be any sale, issuance, exchange or transfer of
securities of Hansa or Ocean Wilsons pursuant to the Combination or otherwise
in any jurisdiction in contravention of applicable law.
The Combination will be implemented solely pursuant to the terms of the Scheme
Document, which contains the full terms and conditions of the Combination.
This announcement has been prepared for the purpose of complying with
Bermudian and English law, the Market Abuse Regulation and the UK Listing
Rules and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom and Bermuda.
The Combination is subject to the jurisdiction of the Court and the applicable
requirements of the London Stock Exchange, the Bermuda Stock Exchange and the
FCA.
This announcement does not constitute a prospectus or prospectus exemption
document for the purposes of Article 1(4) or (5) of the UK Prospectus
Regulation.
Overseas shareholders
The availability of the Combination and/or the New Hansa Shares in, and the
release, publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom and Bermuda may be restricted by
applicable law. Persons who are not resident in the United Kingdom or Bermuda
or who are subject to other jurisdictions should inform themselves of, and
observe, any applicable legal or regulatory requirements or restrictions.
Unless otherwise determined by Hansa, and permitted by applicable law and
regulation, the Combination or the New Hansa Shares to be issued pursuant to
the Combination will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. Accordingly, copies of this announcement and all documents
relating to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents
relating to the Combination (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Combination, the New Hansa Shares and/or this
announcement to Ocean Wilsons Shareholders who are not resident in the United
Kingdom or Bermuda or the ability of those persons to hold such New Hansa
Shares may be affected by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom or Bermuda should inform themselves of, and observe, any
applicable legal and regulatory requirements. Ocean Wilsons Shareholders who
are in any doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay. Any failure
to comply with such restrictions may constitute a violation of the securities
laws of any such jurisdiction.
The New Hansa Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions, or otherwise permitted under
applicable securities laws of those jurisdictions.
Additional information for US investors
The Combination relates to the shares of a Bermudian company and is being
effected by means of a scheme of arrangement under Bermudian law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Combination is subject to the disclosure and procedural
requirements applicable to a scheme of arrangement involving a target company
incorporated in Bermuda and listed on the London Stock Exchange and applicable
to the issuance of buyer shares under Bermudian law, which differ from the
disclosure requirements of United States tender offer and proxy solicitation
rules.
The receipt of consideration by a US holder for the transfer of its Ocean
Wilsons Shares pursuant to the Scheme may have tax consequences in the US and
such consequences, if any, are not described herein. Each Ocean Wilsons
Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Combination applicable to
them, including under applicable United States state and local, as well as
overseas and other, tax laws.
This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Combination, passed upon the fairness of the Combination, or
passed upon the adequacy or accuracy of this announcement. Any representation
to the contrary is a criminal offence in the United States.
Financial information included in the Scheme Document and the Hansa Prospectus
has been or will have been prepared in accordance with accounting standards
applicable to companies such as Hansa and Ocean Wilsons that may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New Hansa Shares to be issued pursuant to the Scheme have not been and
will not be registered under the US Securities Act or any other relevant
securities laws of any state or territory or other jurisdiction in the United
States and may only be issued to persons resident in such state, district or
other jurisdiction pursuant to an exemption from the registration requirements
of the securities laws of such state, district or other jurisdiction. The New
Hansa Shares to be issued pursuant to the Combination will be issued pursuant
to the exemption from registration provided by Section 3(a)(10) under the US
Securities Act. Hansa has not been and will not be registered under the US
Investment Company Act and, accordingly, holders of New Hansa Shares will not
be entitled to the benefits of the US Investment Company Act.
For the purpose of qualifying for the exemption from the registration
requirements of the US Securities Act (as described above), Ocean Wilsons
through its counsel has advised the Court that the Court's sanctioning of the
Scheme will be relied upon by Hansa as an approval of the Scheme following a
hearing at which the Court may have considered the fairness of the Scheme to
Scheme Shareholders, at which hearing all such Scheme Shareholders were
entitled to attend in person or through representation and with respect to
which notification was given to all such Scheme Shareholders.
Hansa and Ocean Wilsons are organised under the laws of Bermuda. Some or all
of the officers and directors of Hansa and Ocean Wilsons, respectively, are
residents of countries other than the United States. In addition, certain
assets of Hansa and Ocean Wilsons are located outside the United States. As a
result, it may be difficult for US shareholders of Ocean Wilsons to effect
service of process within the United States upon Hansa or Ocean Wilsons or
their respective officers or directors or to enforce against them a judgment
of a US court predicated upon the federal or state securities laws of the
United States. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment. It may not be
possible to sue Hansa or Ocean Wilsons or their respective officers or
directors in a non-US court for violations of the US securities laws.
Confirmations requested from all shareholders
Each Scheme Shareholder is requested to provide certain confirmations to
Hansa, as set out in the Shareholder Confirmation Letter, which has been made
available on Hansa's website at www.hansaicl.com and on Ocean Wilsons' website
at www.oceanwilsons.bm/investors. Details of these confirmations are set out
in paragraph 18 of Part II (Explanatory Statement) of the Scheme Document. The
completed Shareholder Confirmation Letter should be returned to Hansa by post
at Computershare Investor Services PLC, Corporate Actions Projects, Bristol,
BS99 6AH or by email at !UKALLDITeam2@computershare.co.uk.
Forward-Looking Statements
This announcement (including information incorporated by reference into this
announcement), statements made regarding the Combination, and other
information to be published by Hansa and/or Ocean Wilsons, may include
statements that are, or may be deemed to be, "forward-looking statements".
These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements reflect Hansa
and Ocean Wilsons' current views with respect to future events and are subject
to risks relating to future events and other risks, uncertainties and
assumptions relating to Hansa and Ocean Wilsons' businesses, results of
operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.
Neither Hansa nor Ocean Wilsons, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in their announcement will actually occur. Given
these risks and uncertainties, you are cautioned not to place any reliance on
these forward-looking statements.
Other than in accordance with their legal or regulatory obligations, neither
Hansa nor Ocean Wilsons is under any obligation, and Hansa and Ocean Wilsons
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
A non-exclusive list of the important factors that could cause actual results
to differ materially from those in such forward-looking statements includes:
(a) changes in the global political, economic, business and competitive
environments and in market and regulatory forces; (b) changes in future
exchange and interest rates; (c) changes in tax rates; (d) future business
combinations or disposals; (e) changes in general economic and business
conditions; (f) changes in the behaviour of other market participants; (g)
weak, volatile or illiquid capital and/or credit markets; and (h) changes in
laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Additionally, the Combination is subject to risks and uncertainties,
including: (i) uncertainty as to the long-term value of the New Hansa Shares
to be issued to Ocean Wilsons Shareholders in connection with the Combination;
and (ii) the outcome of any legal proceedings to the extent initiated against
Hansa, Ocean Wilsons and others relating to the Combination, as well as the
responses of Hansa and Ocean Wilsons to any of the aforementioned factors.
Neither Ocean Wilsons nor Hansa undertakes any obligation to update publicly
or revise any forward- looking statement, whether as a result of new
information, future developments or otherwise.
No profit forecasts or estimates
No statement in this announcement (including any statement of estimated costs
savings or synergies) is intended as a profit forecast or estimate for any
period and no statement in this announcement should be intended to mean that
earnings, earnings per share, net asset value or net asset value per share for
Hansa or Ocean Wilsons, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings,
earnings per share, net asset value or net asset value per share for Hansa or
Ocean Wilsons, as appropriate.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Ocean Wilsons' website at www.oceanwilsons.bm/investors and Hansa's website at
www.hansaicl.com by no later than 12.00 p.m. (London time) on the Business Day
following the date of publication of this announcement. For the avoidance of
doubt, neither these websites nor the contents of any websites accessible from
any hyperlinks are incorporated into or form part of this announcement.
You may request a hard copy of this announcement by calling the Shareholder
Helpline on +44 (0) 371 664 0391 between 9 a.m. and 5.30 p.m. (London time)
Monday to Friday (excluding English and Welsh public holidays) or by
submitting a request in writing to MUFG Corporate Markets, PXS 1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.
ENDS
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