REG - Ocean Wilsons Hldgs - Interim Business Update

Ocean Wilsons HoldingsAnnouncement

15/08/2025 07:00

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RNS Number : 5034V  Ocean Wilsons Holdings Ltd  15 August 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.

 

FOR IMMEDIATE RELEASE

 

15 August 2025

 

Ocean Wilsons Holdings Limited

 

("Ocean Wilsons" or the "Company")

 

Q2 2025 Business Update

 

Investment portfolio returned 6.2% for the second quarter (5.1% year-to-date)

 despite challenging macroeconomic environment

 

Ocean Wilsons Independent Committee recommends that shareholders vote in

favour of the combination with Hansa

 

Ocean Wilsons Holdings Limited (LSE: OCN) today provides an update on Q2 2025
net asset value ("NAV") performance and key developments for the Company's
financial year ending 31 December 2025.

 

NAV performance

 

As at market close on 30 June 2025, the Company's investment portfolio was
valued at US$340.9 million which represents US$9.64 (£7.03) per Ocean
Wilsons share. Including US$603.3 million of cash held prior to completion of
the Tender Offer (as defined below), this results in an implied NAV of
US$944.2 million (£689.1 million) and an implied NAV per Ocean Wilsons share
of US$26.70 (£19.48).

 

Ocean Wilson's investment portfolio returned 6.2% in dollar terms for the
second quarter, resulting in a year-to-date performance of 5.1%. This
performance reflects the Company's disciplined long-term investment approach,
which has delivered attractive returns for shareholders historically, in a
challenging macroeconomic environment marked by trade uncertainties and
ongoing geopolitical tensions.

 

Completion of sale of Wilson Sons

 

On 4 June 2025, the Company completed the sale of its entire 56% interest in
Wilson Sons S.A. ("Wilson Sons") to SAS Shipping Agencies Services Sàrl, a
wholly-owned subsidiary of MSC Mediterranean Shipping Company S.A., generating
net cash proceeds of US$594 million (the "Disposal"). The Disposal represented
a major milestone for Ocean Wilsons and significantly strengthened the
Company's balance sheet and liquidity position.

 

Final dividend payment from Wilson Sons

 

On 18 July 2025, the Company paid a dividend of US$0.59 per share (43 pence
per share) to shareholders on the register at the close of business on 27 June
2025. This dividend represented the final distribution received from Wilson
Sons in respect of its 2025 financial year and, following the Disposal, will
be the last dividend received by the Company and distributed to its
shareholders from that holding.

 

Successful completion of Tender Offer

 

In connection with the Disposal, the Board of Ocean Wilsons evaluated the best
ways to deliver value to shareholders. Following an extensive consultation
exercise with shareholders and having considered the resulting feedback, the
Company launched a tender offer to return a proportion of the net cash
proceeds from the Disposal to shareholders through the repurchase of up to
7,072,608 shares, representing 20% of the issued share capital of the Company
(the "Tender Offer"), being the largest permissible amount that the Company
would be able to acquire whilst ensuring that it did not become a "close
company" for the purposes of the UK Corporation Tax Act 2010, in accordance
with its bye laws.

 

The Tender Offer was oversubscribed, with 7,072,608 shares repurchased on 23
July 2025 at a strike price of 1,543 pence per share, for a total
consideration of £109.1 million.

 

Proposed Merger with Hansa

 

On 28 July 2025, the Boards of Ocean Wilsons and Hansa announced a proposed
all-share merger of the two entities (the "Combination") to be effected by
means of a scheme of arrangement between Ocean Wilsons and its shareholders
(the "Scheme"). The Independent Committee of Ocean Wilsons believes that
combining with Hansa will create a larger, stronger company which will benefit
from meaningful scale and cost efficiencies and will be well placed to deliver
long-term, sustainable shareholder value.

 

Under the terms of the Combination, and subject to shareholder approval at a
meeting convened by the Company to take place on 12 September 2025 (the "Court
Meeting"), each eligible Ocean Wilsons shareholder will be entitled to receive
- for each Ocean Wilsons share - 1.4925 new Hansa share units (each comprising
one voting Hansa ordinary share and two non-voting Hansa 'A' ordinary shares)
(the "Exchange Ratio").

 

The Combination, which represents a merger of the two investment portfolios of
Ocean Wilsons and Hansa, is to be implemented on a basis which reflects the
respective contributions of shareholders of Ocean Wilsons and Hansa to that
combined investment portfolio. Therefore, in order to determine the Exchange
Ratio, the respective NAVs of each company as at 30 June 2025 were adjusted to
arrive at a formula asset value ("FAV"):

 

·      The key adjustments to Ocean Wilsons' NAV reflected the cost of
the recently completed cash Tender Offer and a write-down on a tax asset, the
recovery of which is uncertain, and transaction costs.

 

·      The key adjustments to Hansa's NAV reflected the difference in
the value of Hansa's holding in Ocean Wilsons at FAV over its carrying value
at the share price, and transaction costs.

 

The Independent Committees of both companies unanimously recommend the
Combination to their shareholders, citing benefits including increased scale,
enhanced market liquidity and operational efficiencies. The Combination will
create a differentiated investment company of meaningful scale, with total net
assets in excess of £900 million, and a diversified, global portfolio of
investment funds, direct equities and private assets, establishing what the
Boards of Hansa and Ocean Wilsons believe will be a strong platform for
long-term value creation.

 

The Combination is expected to complete in late September 2025.

 

Should the Combination not proceed

 

Should the Combination not proceed, the Directors will give consideration to
the ongoing strategy of the Company and how the balance of the net proceeds of
the sale of Wilson Sons will be invested. It may be necessary for the
Directors to take appropriate steps in relation to the Company's listing. In
particular, under the UK Listing Rules, it is expected that the Company may
cease being eligible for the "equity shares (commercial companies)" listing
category and, to remain listed, may be required to transfer to the
"closed-ended investment funds" listing category. Pending that transfer, the
existing listing of the Company's shares may be suspended. Such a transfer
would require shareholders to approve a resolution with a 75% majority, and
there can be no guarantee that such approval would be obtained.

 

In addition, should the Combination not proceed, the Company's capital
allocation policy would likely be constrained as a result of both the limited
scope for further share buybacks in light of restrictions under the UK "close
company" regime and the loss of cashflows from the Wilson Sons business to
fund future dividends.

 

If implemented, the Combination may resolve both of these immediate
considerations: the Combined Group would retain Hansa's existing listed status
as a closed-ended investment fund under the UK Listing Rules and the proposed
capital allocation policy of the Combined Group, pursuant to which it intends
to undertake share repurchases of 2% to 4% of its share capital each year, is
expected to enhance shareholder returns over the long term. This is in
addition to the benefits of scale, diversification and liquidity that would be
enjoyed by the Combined Group. Accordingly, the Ocean Wilsons Independent
Committee unanimously recommends that Ocean Wilsons shareholders vote in
favour of the Scheme at the Court Meeting.

 

The Ocean Wilsons Independent Committee stresses to shareholders the
importance of voting in relation to the Combination. Accordingly, shareholders
are encouraged to complete and return the form of proxy or form of direction
(as applicable) sent to them along with the scheme document at the earliest
opportunity.

 

Further details regarding the proposed Combination, including a presentation
and a FAQ document, have been uploaded to the Ocean Wilsons website for
shareholders and can be accessed here: www.oceanwilsons.bm/investors
(http://www.oceanwilsons.bm/investors) .

 

 

ENDS

 

 

About 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.

 

LEI: 213800U1K395G8PK4I21

 

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

 

 

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.

 

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
circular to be sent to Ocean Wilsons shareholders in connection with the
Scheme (the "Scheme Document"), which, together with the form of proxy or form
of direction (as applicable) contained therein, will contain the full terms
and conditions of the Combination including details of how to vote in respect
of the Combination. Any decision by Ocean Wilsons shareholders in respect of,
or other response to, the Combination (including any vote in respect of the
resolution to approve the Scheme), should be made only on the basis of the
information contained in the Scheme Document and the prospectus to be
published by Hansa in connection with 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 will be subject to 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.

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 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 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 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 Ocean Wilsons, nor any of its 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 this 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, Ocean
Wilsons is under no obligation, 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) the
ability to obtain approval of the Combination by Ocean Wilsons shareholders or
of the Hansa resolutions by Hansa shareholders; (iv) uncertainty as to the
long-term value of the new Hansa shares to be issued to Ocean Wilsons
shareholders in connection with the Combination; (v) the ability of the
Independent Committees of each of Ocean Wilsons and Hansa to withdraw their
respective recommendations relating to the Combination; and (vi) 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
Ocean Wilsons or the Combined Group, 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
Ocean Wilsons or Hansa, as appropriate.

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