REG - Ocean Wilsons Hldgs - Court Sanction Hearing Update

Ocean Wilsons HoldingsAnnouncement

19/09/2025 15:15

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RNS Number : 1147A  Ocean Wilsons Holdings Ltd  19 September 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

 

 

19 September 2025

 

RECOMMENDED ALL-SHARE COMBINATION

OF

OCEAN WILSONS HOLDINGS LIMITED

AND

HANSA INVESTMENT COMPANY LIMITED

 

COURT SANCTION HEARING UPDATE

 

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 will acquire the entire issued and to be
issued share capital of Ocean Wilsons (the "Combination"). The Combination is
to be effected by means of a court-sanctioned scheme of arrangement of Ocean
Wilsons under section 99 of the Bermuda Companies Act (the "Scheme").

 

On 14 August 2025, Ocean Wilsons published a circular in relation to the
Scheme (the "Scheme Document"). Capitalised terms used in this announcement
shall, unless otherwise defined, have the same meaning as set out in the
Scheme Document.

 

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 - full details of the resolution passed at the Court
Meeting are set out in the notice of the Court Meeting (Part IX of the Scheme
Document).

 

Arnhold LLC ("Arnhold") has notified Ocean Wilsons that it intends to appear
at the Court Sanction Hearing, which is listed for 22 September 2025, and
object to the sanctioning of the Scheme. This follows the Court Meeting at
which Scheme Shareholders voted overwhelmingly in favour of the Combination.
Further, Arnhold has invited Ocean Wilsons to agree to adjourn the Court
Sanction Hearing by a period of approximately four weeks in order that it may
have time to prepare its grounds for objection.

 

As previously stated, the Ocean Wilsons Independent Committee has engaged
constructively with Arnhold over several months regarding the concerns Arnhold
had expressed publicly with regard to the Combination. When Arnhold raised its
intention to request an adjournment to the Court Sanction Hearing, the Ocean
Wilsons Independent Committee engaged with Arnhold proactively to understand
if there was any substantive basis underlying its request for this given the
successful shareholder vote, which exceeded the statutory requirements for a
vote of this nature. The Ocean Wilsons Independent Committee was clear it
would be open to considering any such basis if it considered it to be in the
interests of Scheme Shareholders to do so.

 

At this time no such basis has been provided and, consequently, the Ocean
Wilsons Independent Committee sees no reason why the Court Sanction Hearing
should be delayed to the detriment of Scheme Shareholders. Ocean Wilsons'
counsel will convey Ocean Wilsons' position in this respect to the Court at
the Court Sanction Hearing.

 

Ocean Wilsons will make further announcements as appropriate following the
Court Sanction Hearing on 22 September 2025.

 

 

FOR FURTHER INFORMATION PLEASE CONTACT:

 

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

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

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

 

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

 

Important Notices

 

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

 

Application of the Takeover Code

 

Ocean Wilsons is incorporated and has its registered office in Bermuda and, as
a result, is not subject to the Takeover Code. Accordingly, the Takeover Code
does not apply to the Combination or the Scheme, nor are the Combination or
the Scheme subject to the jurisdiction of, or being regulated by, the UK Panel
on Takeovers and Mergers (the "Panel").

 

Ocean Wilsons has incorporated certain takeover-related provisions into its
bye-laws but these do not provide Ocean Wilsons Shareholders with the full
protections offered by the Takeover Code and enforcement of such provisions
are the responsibility of Ocean Wilsons, not the Panel. Accordingly, Ocean
Wilsons Shareholders are reminded that the Panel does not have responsibility,
in relation to Ocean Wilsons and the Combination, for ensuring compliance with
the Takeover Code and will not be able to answer shareholders' queries.

 

However, Ocean Wilsons and Hansa have 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.

 

Disclosure requirements

 

Ocean Wilsons is a Bermudian company and is therefore not subject to the
Takeover Code. Accordingly, Ocean Wilsons Shareholders are not obliged to make
an Opening Position Disclosure or dealing disclosures (as applicable) under
the provisions of the Takeover Code. However, market participants are
requested to make disclosures of "dealings" as if Rule 8 of the Takeover Code
applied to the Combination and as if Ocean Wilsons were in an "offer period"
under the Takeover Code. Ocean Wilsons Shareholders and persons considering
the acquisition or disposal of any interest in Ocean Wilsons Shares are
reminded that they are subject to the applicable regulatory rules regarding
transactions in Ocean Wilsons Shares.

 

Disclosures made in relation to relevant securities of Ocean Wilsons should be
released via a Regulatory Information Service using the headline "Document re:
Ocean Wilsons" and should not, for the avoidance of doubt, be e-mailed to the
Panel. The headline "Form 8/8.3" should not be used. Ocean Wilsons' website
contains the form of disclosure requested which is substantially in the form
that would be required to make disclosures of dealings if Ocean Wilsons were
subject to the Takeover Code. If you are in any doubt as to whether or not you
should disclose dealings, you should contact an independent financial adviser
authorised by the FCA under the FSMA (or, if you are resident in a
jurisdiction other than the UK, a financial adviser authorised under the laws
of such jurisdiction). The guidance set out below follows the requirements of
Rule 8 of the Takeover Code.

 

Any person who is, or becomes, "interested" (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of an "offeree" or of
any "securities exchange offeror", is requested to make a "Dealing Disclosure"
if the person deals in any "relevant securities" of that "offeree" or of any
"securities exchange offeror". A "Dealing Disclosure" should contain details
of the "dealing" concerned and of the person's interests and short positions
in, and rights to subscribe for, any "relevant securities" of (i) Ocean
Wilsons and (ii) any "securities exchange offeror", save to the extent that
these details have previously been disclosed. Such "Dealing Disclosure" should
be made by no later than 3:30 p.m. (London time) on the "business day"
following the date of the relevant transaction.

 

If two or more persons to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Ocean Wilsons
or a "securities exchange offeror", they should be regarded to be a single
person for these purposes.

 

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
"securities". In particular, a person will be treated as having an "interest"
by virtue of the ownership and control of "securities", or by virtue of any
option in respect of, or derivative reference to, "securities".

 

Terms in quotation marks are defined in the Takeover Code, which can be found
on the Panel's website. If you are in any doubt as to whether or not you
should disclose a "dealing" by reference to the above, you should contact an
independent financial adviser authorised by the FCA under the FSMA.

 

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 jurisdiction, 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 proposed
to be 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.

 

In accordance with normal practice for companies such as Hansa and Ocean
Wilsons and pursuant to Rule 14e-5(b) of the US Exchange Act, Hansa or its
nominees, or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, shares or other securities
of Ocean Wilsons outside of the US, other than pursuant to the Combination,
until the date on which the Combination and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase will be
disclosed as required in the UK and Bermuda, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

 

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 will advise 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 consider the fairness of the Scheme to Scheme
Shareholders, at which hearing all such Scheme Shareholders are entitled to
attend in person or through representation and with respect to which
notification has been 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) Hansa and Ocean Wilsons may be unable to complete the
Combination because, among other reasons, conditions to Completion may not be
satisfied or waived, or either party may be entitled to terminate the
Combination; (ii) uncertainty as to the timing of Completion; (iii)
uncertainty as to the long-term value of the New Hansa Shares to be issued to
Ocean Wilsons Shareholders in connection with the Combination; (iv) the
ability of the Ocean Wilsons Independent Committee and the Hansa Independent
Committee to withdraw their respective recommendations relating to the
Combination; and (v) 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 (and any information
incorporated by reference therein) 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.

 

 

 

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