REG - Ocean Wilsons Hldgs - Preliminary results for the year ended 31 Dec 2024
20/03/2025 08:00
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RNS Number : 3529B Ocean Wilsons Holdings Ltd 20 March 2025
Ocean Wilsons Holdings Limited
Preliminary results for the year ended 31 December 2024
STRATEGIC REPORT
About Ocean Wilsons Holdings Limited
Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda
investment holding company which, through its subsidiaries, holds a portfolio
of international investments and operates a maritime services company in
Brazil. The Company is listed on both the London Stock Exchange and the
Bermuda Stock Exchange.
Principal Activities
The Company's principal activities are currently the management of a diverse
global investment portfolio and the provision of maritime and logistics
services in Brazil.
Ocean Wilsons has two operating subsidiaries: Ocean Wilsons (Investments)
Limited ("OWIL") and Wilson Sons S.A. ("Wilson Sons") (together with the
Company and their subsidiaries, the "Group").
In October 2024, the Company agreed to sell its entire interest in Wilson
Sons, with completion of this transaction expected in Q2 or Q3 of 2025,
subject to regulatory approvals and other closing conditions.
Following its announcement of the transaction, the Board undertook an
extensive consultation exercise with shareholders regarding its use of net
proceeds from the transaction. Having considered the feedback from that
exercise, the Company announced on 20 March 2025 that it intends to return a
portion of those net proceeds to shareholders by way of a tender offer for up
to 7,072,608 ordinary shares of 20 pence each in the capital of the Company
representing 20% of the issued share capital of the Company.
The tender offer has been sized on the basis that it is the largest
practicable that the Company is currently able to undertake while ensuring
that the Company does not become a "close company" for the purposes of the UK
Income and Corporation Taxes Act 1988.
The Board expects to launch the tender offer as soon as reasonably practicable
following completion of the transaction, at which point the detailed terms of
the tender offer, including its structure, terms and pricing, will also be
provided to shareholders.
The Board continues to consider a range of strategic options in relation to
its use of the net proceeds of the transaction remaining after completion of
the tender offer and expects to make a further announcement in due course.
Objective
The Company's objective is, and will continue to be post the completion of the
sale of Wilson Sons, to focus on long-term value creation through its
investment holdings, leveraging our long-standing investment market
relationships and through detailed insights and analysis.
Data Highlights
Key Data at 31 December (In US$ millions)
2024 2023 Change
Profit after tax $119.1 $103.1 +15.5%
Investment portfolio net return $16.9 $25.8 -34.5%
Investment portfolio assets $325.9 $310.9 +4.8%
Net assets $839.4 $815.8 +2.9%
Net debt $336.1 $479.1 -29.8%
Net cash inflow from operating activities $185.3 $128.7 +44.0%
Share Data at 31 December
2024 2023 Change
Share price GBP 13.00 GBP 12.00 +8.3%
Earnings per share USD 202.7 cents USD 189.6 cents +6.9%
Dividend paid per share USD 85 cents USD 70 cents +21.4%
Proposed dividend per share for 2025 USD 122 cents +43.5%
The Chair's Statement
I am pleased to present the 2024 Annual Report for Ocean Wilsons. 2024 was a
pivotal year for the Company as we took significant steps to reshape the
business. The Board remains focused on prudent capital allocation and
optimising outcomes for our shareholders in the years ahead.
Sale of Wilson Sons
A defining event of the year was the announcement in October 2024 that we had
agreed to sell our entire interest in Wilson Sons to SAS Shipping Agencies
Services Sàrl, a wholly owned subsidiary of MSC Mediterranean Shipping
Company SA, for BRL17.50 per share. This decision reflects the ongoing
consolidation trend in the global port operations industry, where larger
players are driving market efficiencies. While Wilson Sons has continued to
generate strong revenues and earnings, we firmly believe that this sale
represents a compelling opportunity to realise value for our shareholders
while positioning Ocean Wilsons for the future.
Until the completion of the transaction, Ocean Wilsons continues to benefit
from Wilson Sons' financial performance, including dividend distributions,
which are returned to shareholders through our dividend policy. We remain
confident in the contribution of Wilson Sons to our overall financial strength
until completion of the disposal.
Use of Proceeds and Shareholder Consultation
Following extensive consultation with shareholders on the optimal use of
proceeds from the Wilson Sons sale, the Board announced on 20 March 2025 its
intention to initiate a tender offer for up to 20% of the Company's
outstanding shares. The detailed terms of the tender offer, including pricing
and structure, will be finalised and announced to shareholders as soon as
reasonably practicable following the closing of the Wilson Sons transaction.
This return of capital has been sized so as to balance our commitment to
delivering shareholder returns while ensuring that the Company does not become
a "close company" for the purposes of the UK Income and Corporation Taxes Act
1988.
The use of the remaining proceeds from the sale are still under consideration
and the Board is actively engaged in assessing various strategic
opportunities. We are committed to ensuring that these funds are deployed in a
manner that aligns with our overall business strategy and responds to the
shareholder feedback we received in our consultation process. The market will
be updated as our plans evolve in the coming months.
Investment Portfolio Performance and Market Outlook
Our investment portfolio subsidiary, OWIL, delivered a net return of 5.3% in
2024. While this was a solid performance, particularly in the context of
broader market conditions, the return aligns with the expected volatility that
is likely to increase in 2025 given the initial experience and the anticipated
policies under the Trump administration. Despite near-term uncertainties, OWIL
remains well-positioned with a strategy focused on diversified, high-quality
investments that support steady and sustainable growth.
Commitment to Future Growth and Shareholder Returns
Looking ahead, our primary focus remains on delivering sustainable financial
performance and ensuring effective capital management. We are committed to:
· Returning capital to shareholders - through the planned tender
offer and distribution of the regular dividends from Wilson Sons, while
maintaining financial flexibility.
· Strategic capital deployment - ensuring that the remaining
proceeds from the Wilson Sons sale are utilised in a manner that aligns with
our corporate objectives and which provides appropriate shareholder returns.
· Maintaining a robust investment portfolio - OWIL remains
well-positioned to navigate market volatility while continuing to generate
positive returns.
The Board remains confident in the strength of Ocean Wilsons' investment
approach and is fully committed to executing initiatives that support
sustainable performance and shareholder value creation. We appreciate the
continued support of our investors and look forward to the opportunities that
lie ahead as we enter this new phase for the Company.
We have proudly invested in Wilson Sons for over 80 years, and I would like to
extend our deep appreciation to the Wilson Sons board, management, and
employees for their enduring partnership. They have consistently delivered
strong operational results and provided vital support throughout Ocean
Wilsons' strategic review and subsequent due diligence processes. Their
professionalism, commitment, and willingness to facilitate the transaction,
including assistance with the regulatory filing requirements, has been
invaluable. We leave Wilson Sons with immense gratitude for their many
contributions to our Company's history, growth, and reputation and wish them
every future success.
Caroline Foulger
Chair
19 March 2025
Business Review
Investment Manager Report
The past year was a familiar story as the US continued to dominate global
equity markets. Against the backdrop of robust growth and falling inflation,
interest rates in the US started to decline. Markets continued to be led by
the Magnificent 7 technology companies - Apple, Microsoft, Alphabet, Amazon,
Nvidia, Meta and Tesla - while much of the rest of the world struggled with
stagnant, or declining, economic growth. This was partly due to the increasing
importance of geopolitics, with wars continuing in Ukraine and the Middle
East, and the shift in Europe away from mainstream political parties to more
far right and left-wing parties. The most significant event was the
re-election of Donald Trump as US President in November. Trump promised an
America First policy agenda and while much of the detail will take some time
to emerge, it is clear that he intends to be more aggressive in his trade
dealings with both America's allies and enemies and to seek to cut taxes,
regulation and immigration at home.
Against this backdrop, the investment portfolio had a gross return of 6.5% and
a net return of 5.3%, while the portfolio's absolute benchmark (US CPI Urban
Consumers NSA + 3% p.a.), which is inflation based, returned 5.9%. The
portfolio performance was ahead of a 60:40 composite of the equal weighted
equity index and global treasuries, which rose 1.4% during the year.
Cumulative Portfolio Returns
2024 2023 3 years 5 years
p.a. p.a.
OWIL (Gross) 6.5% 10.1% 0.3% 5.6%
OWIL (Net)* 5.3% 8.9% (0.8%) 4.4%
Performance Benchmark 5.9% 6.4% 7.2% 7.2%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Mkt Cap) 8.2% 14.9% 0.5% 4.6%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Equal Weighted) 1.4% 7.0% (3.5%) 0.8%
MSCI ACWI + FM NR US$ (Mkt Cap) 17.5% 22.2% 5.4% 10.0%
MSCI ACWI + FM NR US$ (Equal Weighted) 5.4% 8.9% (1.7%) 3.3%
MSCI Emerging Markets NR US$ 7.5% 9.8% (1.9%) 1.7%
Bloomberg Global Treasury TR US$ (Unhedged) (3.6%) 4.2% (6.1%) (3.2%)
JPM Cash US 3 Month TR US$ 6.3% 4.8% 3.8% 2.6%
* Net of management and performance fees. No performance fees were earned in
2024 and 2023 as the high-water mark was not exceeded.
Portfolio Commentary
It has now been over a decade since the investment strategy was changed in
2014 to provide investors with a balanced portfolio of global assets that
combines exposure to both public and private equities, and a more defensive
portion added to the portfolio in 2016 that is invested in assets that provide
diversified returns, resulting in an increase of the monetary value of the
portfolio of US$76.9 million from US$249.0 million to US$325.9 million with
US$56.2 million paid out in dividends.
Public Equity and Directional Hedge Funds
The portfolio's public equity and directional hedge funds segment include
long-only funds and directional funds. In 2024, the US market and the
technology sector continued to be the primary contributors to the portfolio's
performance. Public equity funds returned 11.4%, while directional hedge funds
returned 12.2%. Both these returns are strongly ahead of the MSCI ACWI Equal
Weighted Index that gained 5.4% over the year. We believe this index gives a
better indication of wider market performance as it does not have the
distorting effect of the massive weights in the Magnificent 7 stocks, which
now comprise almost a quarter of the MSCI World market-cap weighted index.
With the continued dominance of the Magnificent 7 which drove the US and
global stock markets, it is perhaps unsurprising that Polar Capital Global
Technology gained 31.0% over the year. The manager of the Polar fund is very
bullish about artificial intelligence (AI) and has a significant majority of
the portfolio invested in companies that should be beneficiaries of it.
Despite having a large position in the Magnificent 7, the fund is still
underweight these companies compared to its index. NVIDIA was the standout
performer as demand for top quality semiconductors remained strong throughout
the year. Broadcom and Marvell, both chipmakers, also performed strongly after
they announced positive results with Marvell announcing that it had expanded
its strategic relationship with Amazon.
Several of the portfolio's directional hedge funds performed much better this
year, benefitting from the higher volatility compared to 2023. Armistice
Capital gained 16.1% over the year with the fund's positioning in the
healthcare sector being the biggest contributor. The fund predominantly
invests in the healthcare sector which often has significant pricing
inefficiencies that the manager is able to exploit by going both long and
short. For much of the last three years the sector has been out of favour with
investors mainly because long duration assets become less attractive when
interest rates are higher but also due to the Inflation Reduction Act in the
US.
Several changes were made to the portfolio over the year. Helikon Long Short
Equity Fund was opportunistically added in August and has returned 21.1%
since. The fund is a concentrated, value-driven, predominantly European
strategy that focuses on exploiting pricing dislocations. A position in IAG,
the parent company of British Airways, Iberia, Vueling and Aer Lingus, was one
of the fund's strongest performers. Passenger numbers continued to grow and
the cost of capital declined following a significant deleveraging exercise.
The dividend was also reinstated for the first time since the COVID pandemic
which buoyed investor sentiment.
We also added two new positions in Japan with Arcus Japan Fund and Alma Eikoh
Japan Large Cap Equity Fund. The funds are very different to each other with
Arcus having more of a deep value focus while Alma has a slight growth bias
and is more benchmark conscious meaning we think they blend together well.
iShares Expanded Tech Sector ETF was added to maintain our exposure to the
Magnificent 7 and technology sector as our active managers are naturally
underweight these companies.
Private Markets
The portfolio's private market strategy was reviewed, formalised and changed
in 2014 when the focus shifted from emerging markets to a select number of
developed markets, large-cap buyout managers. Since then, investments in
middle-market and venture capital managers have been added to the portfolio
with a focus on committing to multiple vintages from fewer managers.
Key to our more recent success has been our ability to invest with the top
tier of private market managers. This access is crucial to generating strong
returns in private markets with the long-term nature of our capital, the
stability of our structure and the depth of our relationships giving us
several strategic advantages that many other investors do not have. We have
adopted a core/satellite approach whereby we have concentrated our investment
in a small number of best-in-class core managers and then supplemented them
with a few specialist managers in areas such as venture capital and
healthcare.
The performance of the pre-and post-2014 investments has dramatically diverged
over the last decade with the post-2014 investments significantly
outperforming the pre-2014 funds. The total private market strategy has
returned 75.6% since the change in 2014, with the pre-2014 investments
returning 7.5% and the post-2014 funds gaining 217.0% making it by far the
best performing part of the investment portfolio. The performance of the newer
funds has been particularly impressive and has outperformed even the
market-cap weighted public indices over three, five and ten years. The value
of the pre-2014 investments has been slowly reducing as positions are sold
with them now comprising just 10.2% of the total investment portfolio.
Overall, the private assets help to smooth out portfolio returns since they
tend not to react as dramatically to market events as the public assets do. It
was notable that the private assets outperformed during 2022, being down only
1.6% while public markets fell 18.4%, and thus they moderated the overall
portfolio's decline that year.
Over the past year private markets have remained subdued compared to public
markets as exiting investments remained challenging. The portfolio's private
market investments were overall close to flat in 2024 while the post-2014
investments returned 6.7% and the pre-2014 investments lost 10.9%. The
dramatic difference demonstrates a key trait of the market this year where the
best companies have continued to grow and transact while the middle and lower
quality businesses have stagnated.
2024 2023 3 years 5 years Since 2014
p.a. p.a.
Private Equity Performance
New Private Equity (Post 2014) 6.7% 6.3% 4.4% 15.1% 217.0%
Old Private Equity (Pre 2014) (10.9%) 0.2% (5.6%) (2.1%) 7.5%
2024 was a quiet year for new private market commitments as most managers
slowed their pace of capital deployment as buying conditions remained
challenging. Two commitments were made during the year: Gryphon VI Top-Up
Co-Investment and EQT BPEA Private Equity Asia IX. The Gryphon fund is
designed to extend the investing capacity of Gryphon VI, a 2022 commitment,
which targets middle market buyouts in the US. This a particularly attractive
area as there is an abundance of companies that would benefit from additional
capital to quickly consolidate their industry and expand. This additional
commitment is a way of putting more capital to work in an attractive area of
the market at very favourable fees.
The commitment to the EQT BPEA fund is the portfolio's third commitment to
this manager who specialises in pan-Asian large-cap buyouts. China clearly
looms large in this region but the manager has been concerned about the
economic and political backdrop in the country for some time and so has
pivoted to investing more in India and Japan in the more recent funds. We
expect this to continue in this new fund but the manager retains capacity to
invest in China were it to become more attractive in the future.
Defensive Positioning
The defensive silo of the portfolio comprises non-directional hedge funds and
bond funds, engineered to exhibit lower correlation to equity markets and
deliver less volatile performance. This silo was established in June 2016 so
has been through the difficult conditions seen during COVID and 2022 and has
now returned a strong 52.9% since inception. This compares very favourably
with the negative performance of bonds during this time, as the Bloomberg
Global Treasury Index has returned -9.2% over the same period.
Over the past year the defensive silo returned 4.1%. In recent years, this
segment has primarily consisted of non-directional hedge funds, as bonds were
less appealing amid the prolonged period of extremely low yields over the past
decade. However, the higher yields now available has made investing in shorter
duration bonds a more attractive prospect with the portfolio's bond exposure
therefore being increased.
Three new positions were added in the defensive segment during the year with
the most significant being CQS Credit Multi Asset Fund. This fund is a global
credit fund with a bias towards sub-investment grade credit. Investment grade
credit spreads over government bonds have been incredibly tight making
sub-investment grade credit more attractive given its higher yield. This is
riskier, with the default risk perceived to be higher, but the manager
believes that they are able to select investments which give an attractive
risk-adjusted return. John Street Systematic Fund and Winton Trend Fund were
two systematic funds that were added to replace GAM Systematic Core Macro.
Systematic funds typically outperform during periods of strong trends (up or
down), but they struggled at times during 2024 on account of short periods of
significant volatility such as the sharp moves in Japan in August and in US
bond markets in early October.
Looking Forward
We have been unashamedly bullish of equity markets, and in particular the US
stock market, for many years now, ensuring that we remain fully invested and
our US positioning is up to weight as it becomes an ever-larger slice of
global indices. This has served us well with equities beating most other asset
classes and the unique blend of innovation, technology, and rejuvenation when
challenges are met, helping keep the US at the top of the performance league
tables.
We continue to maintain our weighting in the US, believing that its structural
advantages will continue to warrant a premium and superior performance over
other markets, albeit acknowledging that Trump's policies will
cause volatility in markets which has the potential to spill over to lower
growth should this uncertainty impact confidence. Elsewhere, we have been
modestly diversifying through additions in the emerging markets and Japan
in particular. Partly this represents the fact that there are many
high-quality companies sitting elsewhere in the world but also the cheaper
valuations on offer within these markets. More controversially, however, it
reflects the high valuations within the US market. Despite the drivers for
such a shift remaining in place for the medium to longer term, we feel that
the likely impact of Trump's policies in the short term make it appropriate to
pause this transition for the time being.
Risks remain in markets, US economic policy and geopolitical uncertainties
chief among them. The coming years look set to be eventful ones which will
require careful monitoring and positioning. We feel particularly well placed
to actively manage such a backdrop with our long-term investment horizon and
our strong relationships with world-class managers who have negotiated many
such challenging periods helping us to navigate a path through markets.
Hanseatic Asset Management LBG
March 2025
Investment Portfolio Allocations
Sector Exposure % of NAV
Information Technology 25.2%
Health Care 13.4%
Financials 13.1%
Industrials 12.1%
Consumer Discretionary 11.2%
Diversified 9.7%
Communications Services 3.9%
Materials 3.5%
Consumer Staples 3.3%
Real Estate 1.9%
Energy 1.1%
Cash/Liquidity Funds 1.1%
Utilities 0.5%
Total 100%
Geographic Exposure % of NAV
North America 54.7%
Asia Pacific ex Japan 11.7%
Diversified 9.7%
Developed Europe ex UK 8.9%
Japan 4.4%
UK 3.7%
Latin America 3.2%
Middle East & Africa 2.0%
Cash/Liquidity Funds 1.1%
Emerging Europe 0.6%
Total 100%
Investment Portfolio Components
Asset Class Allocation % of NAV
Public Equity 31.0%
Directional Hedge Funds 22.2%
Public Equity and Directional Hedge Funds 53.2%
New Private Equity (Post 2014) 25.8%
Old Private Equity (Pre 2014) 10.2%
Private Markets 36.0%
Non-Directional Hedge Funds 5.5%
Bonds 4.2%
Cash and Liquidity Funds 1.1%
Defensive Positioning 10.8%
Total 100%
Public Equity and Directional Hedge Funds Market value % of Component % of NAV
US$000
iShares Core S&P 500 UCITS ETF 24,358 14.1% 7.5%
Findlay Park American Fund 17,890 10.3% 5.5%
BlackRock Strategic Equity Hedge Fund 17,194 9.9% 5.3%
Select Equity Offshore, Ltd 13,572 7.8% 4.2%
BA Beutel Goodman US Value Fund 10,552 6.1% 3.2%
Remaining Holdings 89,964 51.8% 27.5%
Total 173,530 100.0% 53.2%
Private Markets Market value % of Component % of NAV
US$000
NG Capital Partners II, LP 5,750 4.9% 1.8%
KKR Americas XII 4,845 4.1% 1.5%
Silver Lake Partners IV, LP 4,563 3.9% 1.4%
TA Associates XIII-A, LP 4,091 3.5% 1.3%
Stepstone Global Partners VI, LP 4,034 3.5% 1.2%
Remaining Holdings 93,953 80.1% 28.8%
Total 117,236 100.0% 36.0%
Defensive Positioning Market value % of Component % of NAV
US$000
Selwood AM - Liquid Credit Strategy 4,387 12.4% 1.3%
Global Event Partners Ltd 4,065 11.6% 1.2%
BioPharma Credit PLC 3,325 9.5% 1.0%
Apollo Total Return Fund 2,817 8.0% 0.9%
MKP Opportunity Offshore Fund, Ltd 2,817 8.0% 0.9%
Remaining Holdings 17,731 50.5% 5.5%
Total 35,142 100.0% 10.8%
Investment Portfolio at 31 December 2024
Holding Market Value US$000 % of NAV Primary Focus
iShares Core S&P 500 UCITS ETF 24,358 7.5 US Equities - Long Only
Findlay Park American Fund 17,890 5.5 US Equities - Long Only
BlackRock Strategic Equity Hedge Fund 17,194 5.3 Europe Equities - Hedge
Select Equity Offshore, Ltd 13,572 4.2 US Equities - Long Only
BA Beutel Goodman US Value Fund 10,552 3.2 US Equities - Long Only
Pershing Square Holdings Ltd 8,220 2.5 US Equities - Long Only
Polar Capital Global Insurance Fund 7,090 2.2 Financials Equities - Long Only
Schroder ISF Global Recovery 6,963 2.1 Global Equities - Long Only
Polar Capital Global Technology Fund 6,518 2.0 Technology Equities - Long Only
Schroder ISF Asian Total Return Fund 6,509 2.0 Asia ex-Japan Equities - Long Only
Top 10 Holdings 118,866 36.5
iShares Expanded Tech Sector ETF 6,063 1.9 Technology Equities - Long Only
Armistice Capital Offshore Fund Ltd 5,903 1.8 US Equities - Hedge
NTAsian Discovery Fund 5,764 1.8 Asia ex-Japan Equities - Long Only
NG Capital Partners II, LP 5,750 1.8 Private Assets - Latin America
KKR Americas XII 4,845 1.5 Private Assets - North America
Helikon Long Short Equity Fund ICAV 4,713 1.4 Europe Equities - Long Short
Silver Lake Partners IV, LP 4,563 1.4 Private Assets - Global Technology
Simplex Value Up Trust 4,450 1.4 Japan Equities - Long Only
RA Capital International Healthcare Fund 4,410 1.3 Healthcare Equities - Long Short
Selwood AM - Liquid Credit Strategy 4,387 1.3 Market Neutral - Global Bonds
Top 20 Holdings 169,714 52.1
TA Associates XIII-A, LP 4,091 1.3 Private Assets - Global Growth
Global Event Partners Ltd 4,065 1.2 Market Neutral - Event-Driven
Stepstone Global Partners VI, LP 4,034 1.2 Private Assets - US Venture Capital
Navegar I, LP 4,030 1.2 Private Assets - Asia
iShares Core MSCI Europe UCITS ETF 3,944 1.2 Europe Equities - Long Only
TA Associates XIV-B, LP 3,906 1.2 Private Assets - Global Growth
BPEA Private Equity Fund VII, L.P. 3,526 1.1 Private Assets - Asia
Silver Lake Partners VI, LP 3,451 1.1 Private Assets - Global Technology
Reverence Capital Partners Opportunities Fund II 3,441 1.1 Private Assets - Financials
Worldwide Healthcare Trust PLC 3,386 1.0 Healthcare Equities - Long Only
Top 30 Holdings 207,588 63.7
Remaining Holdings 115,048 35.3
Cash and cash equivalents 3,272 1.0
TOTAL 325,908 100.0
Wilson Sons Management Report
The Wilson Sons 2024 Earnings Report was released on 19 March 2025 and is
available at www.wilsonsons.com.br (http://www.wilsonsons.com.br) /ir. In the
report, Mr Fernando Salek, CEO of Wilson Sons, stated:
Wilson Sons' net revenues for the year increased 11.3% to US$541.8 million
(2023: US$486.6 million) driven by exceptional performance from the container
terminal and towage operations.
Container terminal revenues grew 19.1% to US$205.4 million (2023: US$172.5
million) driven by strong growth in both transhipment and gateway volumes, as
well as higher revenues from ancillary services and improved cost efficiency.
Aggregate volumes increased 28.8% to an all-time high, propelled by record
performance at both terminals.
Towage revenues increased 7.2% to US$262.2 million (2023: US$244.7 million)
driven by higher volumes, an improved mix and gains from ad-hoc services.
Volume growth was 3.3% and was primarily due to a greater number of ships
carrying iron ore and grains. Revenues from special operations rose 26.9%
driven by increased services to LNG terminals and offshore energy assets, as
well as higher ocean towage activity. In 2024, our fleet was further
strengthened with the addition of two in-house-built 90-tonne bollard pull
tugboats, WS Dorado and WS Onix.
Offshore support vessel revenues were US$126.1 million, a 14.3% increase over
the previous year (2023: US$110.3 million) as a result of new contracts and
renewals.
Workplace safety for the twelve months ended 31 December 2024 recorded 0.29
lost-time accidents per million hours worked, consistently outperforming the
world-class benchmark of 0.50. Our unwavering commitment to safety and
employee well-being is the cornerstone of our operations.
KPIs 2024 2023 Change
Towage
Number of harbour manoeuvres 58,993 57,107 3.3%
Offshore support bases
Number of vessel turnarounds 1,048 1,080 (3.0%)
Number of operating days 8,050 7,371 9.2%
Container terminals - aggregated volumes
Exports - full containers 337.5 306.0 10.3%
Imports - full containers 155.9 131.2 18.8%
Cabotage - full containers 138.5 128.4 7.9%
Inland Navigation - full containers 26.9 26.3 2.3%
Transshipment - full containers 388.3 168.5 130.4%
Empty containers 323.5 303.8 6.5%
Total Volume 1,370.6 1,064.2 28.8%
Financial Report
As part of our strategic review, the Company has agreed to sell its interest
in Wilson Sons. Consequently and in accordance with IFRS 5 "Non-current Assets
Held for Sale and Discontinued Operations", the results of Wilson Sons are
reported as discontinued operations in the Statement of Profit and Loss and
Other Comprehensive Income, and the related assets and liabilities are
classified as held for sale on the Statement of Financial Position. Note 5 to
the consolidated financial statements provides details on the profit and other
comprehensive income from discontinued operations and on the assets and
liabilities held for sale.
Profit
Profit for the year of US$119.1 million (2023: US$103.1 million) was US$16.0
million higher than the prior year. The increase in profit is attributed to
Wilson Sons' results, detailed in the section on Profit from Discontinued
Operations, offset by lower investment portfolio returns and increased
operating expenses.
Profit from Continuing Operations (OWIL and Corporate)
Profit from continuing operations of US$11.2 million (2023: US$21.7 million)
was US$10.5 million lower than the prior year, principally due to lower
investment portfolio returns. Returns on the investment portfolio were a gain
of US$20.5 million (2023: gain of US$29.1 million) and comprised realised
gains of US$13.5 million (2023: US$9.1 million), earnings of US$13.4 million
(2023: US$2.0 million) and unrealised losses of US$6.4 million (2023:
unrealised gains of US$18.0 million).
Investment portfolio expenses increased US$0.2 million to US$3.5 million
(2023: US$3.3 million), driven by increased management fees, which remain at
1% of the funds under management, with the growth of the portfolio assets.
Corporate expenses increased US$1.3 million which is directly related to legal
costs associated with the strategic review and resulting transaction to sell
the Company's stake in Wilson Sons.
Profit from Discontinued Operations (Maritime Services)
Profit from discontinued operations of US$107.9 million (2023: US$81.4
million) was US$26.5 million higher than the prior year. These results were
driven by an 11.3% increase in revenues to US$541.8 million (2023: US$486.6
million) from improved operating performance across the container terminal,
towage, offshore base, shipyard and shipping agency businesses.
Operating expenses from discontinued operations increased 7.8% due to higher
business volumes and inflationary adjustments to employee expenses as well as
higher provisions for performance related bonuses. Depreciation and
amortisation expenses decreased US$16.5 million as none was recorded in the
last quarter of the year, following the classification of the related assets
as held for sale which are not depreciated or amortised. There was a gain on
disposal of property, plant and equipment of US$10.3 million (2023: US$1.7
million) as a result of the sale of a property that was no longer required for
operations.
The Company is taxed on its maritime services operations in Brazil at a
combined rate of 34% (2023: 34%). The tax expense of US$54.7 million (2023:
US$27.6 million) represents an effective tax rate for the year of 34% (2023:
25%), the increase in effective tax rate being mainly driven by the impact of
exchange differences.
Exchange Rates
The Group reports in USD and has revenues, costs, assets and liabilities in
both BRL and USD. Therefore, movements in the USD/BRL exchange rate influence
the Group's results either positively or negatively from year to year. During
2024 the BRL depreciated 27.9% against the USD from R$4.84 at 1 January 2024
to R$6.19 at the year end. In 2023 the BRL appreciated 7.3% against the USD
from R$5.22 at 1 January 2023 to R$4.84 at the year end. The foreign exchange
losses on monetary items in the maritime services segment were US$1.2 million
in 2024, compared to a gain of US$0.3 million in 2023.
Profit for the year
The profit for the year attributable to the equity holders of the Company was
US$71.7 million (2023: US$67.0 million), including US$11.2 million (2023: US$
21.7 million) generated from continuing operations and US$60.5 million (2023:
US$ 45.4 million) generated from discontinued operations. The profit
attributable to the non-controlling interests was US$47.4 million (2023:
US$36.0 million), all generated from discontinued operations.
Cash Flows
Net cash inflow from operating activities for the period at US$185.3 million
was US$56.6 million higher than prior year (2023: US$128.7 million). Capital
expenditure for the year at US$55.8 million was US$10.5 million lower than the
prior year (2023: US$66.3 million).
The Group drew down new bank loans of US$39.5 million (2023: US$53.3 million)
to finance capital expenditure, while making principal repayments of US$69.3
million (2023: US$61.1 million). Dividends of US$30.1 million were paid to
shareholders of Ocean Wilsons (2023: US$24.8 million).
Viability Statement
In accordance with the UK Corporate Governance Code, the Directors have
assessed the viability of the Group over a three-year period to 31 December
2027, taking into account the current position and the potential impact of the
principal risks and uncertainties. Based on this assessment, the Directors
confirm that they have a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall due over the
period to 31 December 2027.
Whilst the Directors have no reason to believe the Company will not be viable
over a longer period, given the uncertainties involved in longer term
forecasting and the current global dislocation, the Directors have determined
that a three-year period to 31 December 2027 is an appropriate period over
which to provide its viability statement. The three-year period also aligns
with the rolling three-year investment portfolio performance benchmark.
In making the assessment, the Directors have considered a number of factors
that affect the Group, including the principal risks and mitigating factors.
The Directors also took into account that the Group has two distinctly
separate operating segments and that there is no recourse between them. While
the Company has agreed to sell its interest in Wilson Sons, the Directors
assessed the viability of the segment assuming continuing operations.
Wilson Sons Limited
The assessment considered that the Wilson Sons business model has proven to be
strong in the long term with a range of businesses that have consistently
demonstrated their ability to trade positively. Operational activities are
funded by cash generated from operations while borrowings are used to finance
capital expenditure. The Wilson Sons borrowings are generally long-term with
defined repayment schedules over different periods of up to 21 years. There is
no recourse from Wilson Sons to the rest of the Group in respect of these
borrowings. Wilson Sons is not reliant on one customer; no single customer
constituted 10% or more of its revenue or accounts receivable in 2024 or 2023.
Ocean Wilsons (Investments) Limited
In making the assessment for the investment portfolio, the Board has
considered matters such as the potential for significant stock market
volatility and significant reduction in the liquidity of the portfolio. The
investment portfolio and cash under management at 31 December 2024 was
US$325.9 million with outstanding capital commitments of US$43.8 million and
no debt. At 31 December 2024, the investment portfolio had US$3.3 million in
cash and cash equivalents and daily liquidity of US$121.9 million. This
available liquidity covers 286% of the capital commitments in the remote
chance that there was a need to fund all of the commitments at one time.
The Directors' assessment is that if severe but plausible downside scenarios
were to crystallise, many of the individual risks disclosed would be likely to
be confined to one of either Wilson Sons or Ocean Wilsons (Investments)
Limited. The risk is to the Group's net asset valuation rather than to the
viability of the Group.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
Note 2024 2023
Continuing operations
Investment portfolio returns 6 20,463 29,120
Investment portfolio expenses 6 (3,527) (3,278)
Corporate expenses 7 (5,629) (4,267)
Finance income 665 205
Finance costs (156) (10)
Foreign exchange losses on monetary items (634) (80)
Profit for the year from continuing operations 11,182 21,690
Discontinued operations
Profit for the year from discontinued operations 5 107,938 81,382
Profit for the year from discontinued operations 107,938 81,382
Total profit for the year 119,120 103,072
Other comprehensive income
Other comprehensive income from continuing operations - -
Other comprehensive (loss)/income from discontinued operations 5 (28,386) 8,863
Other comprehensive (loss)/income for the year (28,386) 8,863
Total comprehensive income for the year 90,734 111,935
Profit for the year attributable to:
Equity holders of the Company from continuing operations 11,182 21,690
Equity holders of the Company from discontinued operations 60,496 45,358
Equity holders of the Company 71,678 67,048
Non-controlling interests from continuing operations - -
Non-controlling interests from discontinued operations 47,442 36,024
Non-controlling interests 47,442 36,024
119,120 103,072
Total comprehensive income for the year attributable to:
Equity holders of the Company from continuing operations 11,182 21,690
Equity holders of the Company from discontinued operations 44,505 50,369
Equity holders of the Company 55,687 72,059
Non-controlling interests from continuing operations - -
Non-controlling interests from discontinued operations 35,047 39,876
Non-controlling interests 35,047 39,876
90,734 111,935
Earnings per share
Basic and diluted from continuing operations 27 31.6c 61.3c
Basic and diluted from discontinued operations 27 171.1c 128.3c
Basic and diluted 202.7c 189.6c
The accompanying notes are an integral part of these consolidated financial
statements.
Consolidated Statement of Financial Position
At 31 December 2024
(Expressed in thousands of US Dollars)
Note 2024 2023
Current assets
Cash and cash equivalents 9 38,847 69,367
Accrued income and investment portfolio receivables 357 361
Investment portfolio assets 6 322,636 309,158
Recoverable taxes 8 - 47,708
Trade receivables 10 - 65,694
Other current assets 11 - 12,920
Inventories 12 - 18,171
Assets within disposal group held for sale 5 1,100,920 -
1,462,760 523,379
Non-current assets
Other receivables 10 - 13,041
Other non-current assets 11 - 5,792
Recoverable taxes 8 - 20,680
Investment in joint ventures and associates 13 - 96,084
Deferred tax assets 8 - 22,827
Property, plant and equipment 14 - 614,099
Right-of-use assets 15 - 198,508
Other intangible assets 16 - 13,858
Goodwill 17 - 13,597
- 998,486
Total assets 1,462,760 1,521,865
Current liabilities
Trade and other payables 18 (633) (71,768)
Bank loans 19 - (70,856)
Tax liabilities 8 - (10,831)
Lease liabilities 15 - (28,783)
Liabilities within disposal group held for sale 5 (622,738) -
(623,371) (182,238)
Non-current liabilities
Bank loans 19 - (253,345)
Deferred tax liabilities 8 - (65,596)
Lease liabilities 15 - (195,503)
Provisions for legal claims 21 - (7,322)
Post-employment benefits 20 - (2,047)
- (523,813)
Total liabilities (623,371) (706,051)
Capital and reserves
Share capital 23 11,390 11,390
Retained earnings 719,236 676,817
Translation reserve (102,757) (86,703)
Equity attributable to equity holders of the Company 627,869 601,504
Non-controlling interests 25 211,520 214,310
Total equity 839,389 815,814
The accompanying notes are an integral part of these consolidated financial
statements.
Signed on behalf of the Board
F. Beck A. Berzins
Director
Director
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
Share capital Retained earnings Translation reserve Attributable to equity holders of the Company Non-controlling interests Total equity
Balance at 1 January 2023 11,390 634,910 (91,692) 554,608 199,518 754,126
Profit for the year - continuing operations - 21,690 - 21,690 - 21,690
Profit for the year - discontinued operations - 45,358 - 45,358 36,024 81,382
Other comprehensive income - discontinued operations - 22 4,989 5,011 3,852 8,863
Total comprehensive income for the year - 67,070 4,989 72,059 39,876 111,935
Dividends paid to equity holders of the Company - (24,754) - (24,754) - (24,754)
Dividends paid to non-controlling interests - discontinued operations - - - - (25,248) (25,248)
Equity transactions in subsidiary - discontinued operations - (409) - (409) 164 (245)
Balance at 31 December 2023 11,390 676,817 (86,703) 601,504 214,310 815,814
Balance at 1 January 2024 11,390 676,817 (86,703) 601,504 214,310 815,814
Profit for the year - continuing operations - 11,182 - 11,182 - 11,182
Profit for the year - discontinued operations - 60,496 - 60,496 47,442 107,938
Other comprehensive income - discontinued operations - 63 (16,054) (15,991) (12,395) (28,386)
Total comprehensive income for the year - 71,741 (16,054) 55,687 35,047 90,734
Dividends paid to equity holders of the Company - (30,059) - (30,059) - (30,059)
Dividends paid to non-controlling interests - discontinued operations - - - - (38,505) (38,505)
Equity transactions in subsidiary - discontinued operations - 737 - 737 668 1,405
Balance at 31 December 2024 11,390 719,236 (102,757) 627,869 211,520 839,389
The accompanying notes are an integral part of these consolidated financial
statements.
Translation reserve
The translation reserve arises from exchange differences on the translation of
operations with a functional currency other than US Dollars.
Amounts in the consolidated statement of changes in equity are stated net of
tax where applicable.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
Note 2024 2023
OPERATING ACTIVITIES
Continuing operations
Profit for the year 11,182 21,690
Adjustment for:
Returns on investment portfolio 6 (20,463) (29,120)
Finance income (665) (205)
Foreign exchange losses on monetary items 634 80
Changes in:
Other current and non-current assets 4 1,827
Trade and other payables 18 (442) 253
Net cash outflow from operating activities - continuing operations (9,750) (5,475)
Net cash inflow from operating activities - discontinued operations 5 195,096 134,210
Net cash inflow from operating activities 185,346 128,735
INVESTING ACTIVITIES
Continuing operations
Interest income 665 205
Income from financial assets 6 13,406 2,022
Purchase of investment portfolio assets 6 (60,541) (42,674)
Proceeds on disposal of investment portfolio assets 6 54,120 33,545
Net cash inflow/(outflow) from investing activities - continuing operations 7,650 (6,902)
Net cash outflow from investing activities - discontinued operations 5 (36,573) (64,237)
Net cash outflow from investing activities (28,923) (71,139)
FINANCING ACTIVITIES
Continuing operations
Dividends paid to equity holders of the Company 26 (30,059) (24,754)
Net cash outflow from financing activities - continuing operations (30,059) (24,754)
Net cash outflow from financing activities - discontinued operations 5 (78,212) (43,775)
Net cash outflow from financing activities (108,271) (68,529)
Cash and cash equivalents at beginning of year 69,367 77,873
Cash and cash equivalents at beginning of year - continuing operations 21,167 77,873
Cash and cash equivalents at beginning of year - discontinued operations 48,200 -
Total net cash outflow - continuing operations (32,159) (37,131)
Total net cash inflow - discontinued operations 80,311 26,198
Total net decrease in cash and cash equivalents 48,152 (10,933)
Dividends received from subsidiary - continuing operations 50,473 30,602
Dividends paid to parent company - discontinued operations (50,473) (30,602)
Net dividend received and paid within the Group - -
Effect of foreign exchange rate changes - continuing operations (634) (79)
Effect of foreign exchange rate changes - discontinued operations 1,478 2,506
Total effect of foreign exchange rate changes 844 2,427
Total cash and cash equivalents at end of year 118,363 69,367
Cash and cash equivalents at end of year - discontinued operations 79,516 -
Cash and cash equivalents at end of year - continuing operations 38,847 69,367
The accompanying notes are an integral part of these consolidated financial
statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
1 General Information
Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda
investment holding company which, through its subsidiaries, operates a
maritime services company in Brazil and holds a portfolio of international
investments. The Company is incorporated in Bermuda under the Companies Act
1981 and the Ocean Wilsons Holdings Limited Act, 1991. The Company's
registered office is Clarendon House, 2 Church Street, Hamilton, Bermuda.
These consolidated financial statements comprise the Company and its
subsidiaries (the "Group").
These consolidated financial statements were approved by the Board on 19 March
2025.
2 Material accounting policies and critical accounting
judgements
Basis of accounting
These consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRSs") and are presented in US
Dollars, which is the Company's functional currency. All amounts have been
rounded to the nearest thousand, unless otherwise indicated.
These consolidated financial statements have been prepared on the historical
cost basis, except for the revaluation of financial instruments and defined
health benefit plan liabilities that are measured at fair value.
Basis of consolidation
These consolidated financial statements incorporate the financial statements
of the Company and entities controlled by the Group. The Group controls an
entity when it is exposed to, or has the rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases. The financial
statements of subsidiaries are prepared in accordance with the accounting
policies set out in note 2. All intra-group transactions and balances are
eliminated on consolidation.
Non-controlling interests consist of the amount of those interests at the date
of the original business combination and the non-controlling interests' share
of changes in equity since the date of the combination. Where a change in
percentage of interests in a controlled entity does not result in a change of
control, the difference between the consideration paid for the additional
interest and the book value of the net assets in the subsidiary at the time of
the transaction is taken directly to equity. When the Group loses control over
a subsidiary, it derecognises the assets and liabilities of the subsidiary,
and any related non-controlling interests and other components of equity. Any
resulting gain or loss is recognised in profit or loss. Any interest retained
in the former subsidiary is measured at fair value when control is lost.
Foreign currency
The functional currency of each entity of the Group is established as the
currency of the primary economic environment in which it operates.
Transactions other than those in the functional currency of the entity are
translated at the exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the exchange rate at the reporting
date. Non-monetary items that are measured based on historical cost in a
foreign currency are translated at the exchange rate at the date of the
transaction. Exchange differences arising on the settlement and on the
translation of monetary items are included in profit or loss for the period.
On consolidation, the statement of profit or loss and comprehensive income of
entities with a functional currency other than US Dollars are translated into
US Dollars, at the average exchange rates for the period. Statement of
financial position items are translated into US Dollars at the exchange rate
at the reporting date. Exchange differences arising on consolidation of
entities with functional currencies other than US Dollars are recognised in
other comprehensive income and accumulated in the translation reserve, less
the translation difference allocated to non-controlling interest.
Discontinued operations
A discontinued operation is a component of the Group that has either been
disposed of or been classified as held for sale and that represents a separate
major line of business of which the operations and cash flows can be clearly
distinguished from the rest of the Group.
When a component of the Group is classified as discontinued operations, the
comparative consolidated statement of profit or loss and other comprehensive
income, the comparative consolidated statement of changes in equity and the
comparative consolidated statement of cash flows are re-presented as if the
operation had been discontinued from the start of the comparative period.
Disposal group, assets and liabilities held for sale
A disposal group is a group composed of assets to be disposed of together in a
single transaction and of liabilities directly associated with those assets
that will be transferred in the transaction. Assets and liabilities of a
disposal group are classified as held for sale if their carrying amount will
be recovered principally through a sale transaction rather than through
continuing use. When a disposal group is classified as held for sale, the
comparative consolidated statement of financial position is not re-presented.
A disposal group is measured at the lower of its carrying amount and fair
value less costs to sell. An impairment loss for any write‑down of the
disposal group to fair value less costs to sell is recognised in profit and
loss. Any subsequent increase in fair value less costs to sell of the disposal
group is recognised as a gain in profit and loss, but not in excess of the
cumulative impairment loss that has been previously recognised.
Non-current assets part of a disposal group classified as held for sale are no
longer depreciated or amortised. Interest and other expenses attributable to
the liabilities of a disposal group classified as held for sale continue to be
recognised.
Joint ventures and associates
A joint venture is a contractual agreement where the Group has joint control
and has rights to the net assets of the contractual arrangement, rather than
being entitled to specific assets and liabilities arising from the agreement.
An associate is an entity in which the Group has significant influence, but
not control or joint control, over the financial and operating policies.
Investments in joint ventures and associates are accounted for using the
equity method and are initially recognised at cost. The Group's share in the
profit or loss and other comprehensive income of the joint ventures and
associates is included in these consolidated financial statements, until the
date that significant influence or joint control ceases.
Sales of services
Revenue derived from sales of services is measured based on the consideration
specified in a contract with a customer for goods and services provided in the
normal course of business, net of trade discounts and sales related taxes, and
is recognised when the performance obligation towards the customer is
satisfied.
Typically, revenue from providing agency and logistics services is recognised
when the agreed services have been performed and revenue from providing towage
services, vessel turnarounds, container movement and associated services is
recognised on the date that the services have been performed. Revenue related
to services and construction contracts is recognised throughout the period of
the project when the work in proportion to the stage of completion of the
transaction contracted has been performed.
The timing of when performance obligations are satisfied by type of revenue
derived from sales of service is as follows:
Performance obligation Timing of revenue recognition
Towage and ship agency services At a point in time
Port Terminals At a point in time
Logistics At a point in time
Shipyard Over time
There are no significant judgements in the determination of when performance
obligations are satisfied.
Employee charges and benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid if the Group has
a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated
reliably.
Defined contribution plan
Obligations for contributions to defined contribution plans are expensed as
the related service is provided. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in future payments is
available.
Defined health benefit plans
The Group's net obligation regarding defined health benefit plans is
calculated separately for each plan by estimating the amount of future benefit
that employees receive in return for their service in the current period and
prior periods. That health benefit is discounted to determine its present
value. The calculation of the liability of the defined health benefit plan is
performed annually by a qualified actuary using the projected unit credit
method. Remeasurements of the net defined health benefit obligation, which
include actuarial gains and losses, are immediately recognised in other
comprehensive income.
The Group determines the net interest expense on the net defined benefit
liabilities for the period by multiplying them by the discount rate used to
measure the defined health benefit obligations. Defined health benefit
liabilities for the period take into account any changes during the period due
to the payment of contributions and benefits. Net interest and other expenses
related to defined health benefit plans are recognised in profit or loss. When
the benefits of a health plan are changed, the portion of the change in
benefits relating to past services rendered by employees is recognised
immediately in profit or loss. The Group recognised gains and losses on the
settlement of a defined health benefit plan when settlement occurs.
Termination benefits
Termination benefits are recognised as an expense when the Group can no longer
withdraw the offer of such benefits. If payments are settled after 12 months
from the reporting date, then they are discounted to their present values.
Finance income and finance costs
Interest income or expense is recognised in profit or loss using the effective
interest method.
Taxation
Tax expense comprises current and deferred tax. It is recognised in profit or
loss except to the extent that it relates to items recognised directly in
equity or in other comprehensive income, in which case the tax is also
recognised directly in equity or in other comprehensive income.
Current tax is based on taxable profit for the year. Taxable profit differs
from profit as reported in the consolidated statement of profit or loss and
other comprehensive income because it excludes or includes items of income or
expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group's current tax expense is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is generally
recognised for all taxable temporary differences except for when the Group is
able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future.
Deferred tax is not recognised if the temporary difference arises from
goodwill or from the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss.
Deferred tax assets are recognised for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that
future taxable profits will be available against which they can be used. The
carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
the related tax benefit will be realised. Prior reductions are reversed when
the probability of future taxable profits improves.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
is recognised, based on tax rates and tax laws that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax reflects the tax consequences that would follow from the manner
in which the Group expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities.
The Group offsets current tax assets against current tax liabilities when
these items are in the same entity and relate to taxes levied by the same
taxation authority and the taxation authority permits the Group to make or
receive a single net payment.
Financial instruments
Recognition and initial measurement
Trade and other receivables are initially recognised when they are originated.
All other financial assets and financial liabilities are initially recognised
when the Group becomes a party to the contractual provisions of the
instruments. Trade and other receivables are initially measured at the
transaction price which reflects fair value. All other financial assets and
financial liabilities are initially measured at fair value plus transaction
costs that are directly attributable to their acquisition or issue.
Classification and subsequent measurement
Management determines the classification of its financial instruments at the
time of initial recognition. The classification depends on the purpose for
which the financial instruments were acquired or issued, their characteristics
and the Group's designation of such instruments.
Financial assets are classified as measured at amortised cost if they are not
designated as at fair value through profit and loss and if they are held
within a business model whose objective is to hold assets to collect
contractual cash flows and if the contractual terms give rise on specified
dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding. These assets are subsequently measured at
amortised cost using the effective interest method, reduced by any impairment
losses. Interest income, foreign exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on derecognition is recognised
in profit or loss.
Financial assets are classified as measured at fair value through profit and
loss if they are not classified as measured at amortised cost, or if they are
designated as such by management on initial recognition. Financial assets held
for trading are classified as measured at fair value through profit and loss.
These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income, are recognised in profit or loss.
The Group makes an assessment of the objective of the business model in which
a financial asset is held at a portfolio level because this best reflects the
way the business is managed and information is provided to management. The
information considered includes the stated policies and objectives for the
portfolio, how the performance of the portfolio is evaluated and reported to
the Group's management, and the risks that affect the performance of the
business model and how those risks are managed. In assessing whether the
contractual cash flows are solely payments of principal and interest, the
Group considers the contractual terms of the instrument, including assessing
whether the financial asset contains a contractual term that could change the
timing or amount of contractual cash flows such that it would not meet this
condition.
Financial liabilities are classified as at fair value through profit and loss
when the financial liability is either held for trading or it is designated as
such by management on initial recognition. Financial liabilities that are not
classified as at fair value through profit and loss are classified as other
financial liabilities and are subsequently measured at amortised cost using
the effective interest method. Interest expense and foreign exchange gains and
losses are recognised in profit or loss. Any gain or loss on derecognition is
also recognised in profit or loss.
The classification the Group applies to each of its significant categories of
financial instruments is as follows:
Financial instruments Classification
Cash and cash equivalents At fair value through profit and loss
Investment portfolio assets At fair value through profit and loss
Trade and other receivables Amortised cost
Trade and other payables Other financial liabilities
Bank loans Other financial liabilities
Cash and cash equivalents comprise cash on hand and short-term investments
that are highly liquid, readily convertible to known amounts of cash without
being subject to material risk of changes in value, and not kept within a
managed investment portfolio as part of a broader investment strategy.
Derecognition
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire or when it transfers the rights to receive
the contractual cash flows in a transaction in which the Group either
substantially transfers all of the risks and rewards of ownership of the
financial asset or in which the Group neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain
control of the financial asset.
The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled or expire. The Group also derecognises a financial
liability when its terms are modified and the cash flows of the modified
liability are substantially different, in which case a new financial liability
based on the modified terms is recognised at fair value.
Impairment of financial assets
The Group considers a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the
outstanding contractual amounts. A financial asset is written off when there
is no reasonable expectation of recovering the contractual cash flows and
impairment losses are recognised in profit and loss. If, in a subsequent
period, an event causes the amount of impairment loss to decrease, the
decrease in impairment loss is reversed through profit and loss.
Inventories
Inventories are measured at the lower of cost and net realisable value. Cost
comprises direct materials, and where applicable, direct labour costs and
those overheads that have been incurred in bringing the inventories to their
present location and condition. Net realisable value represents the estimated
selling price less all estimated costs of completion and costs to be incurred
in marketing, selling and distribution.
Property, plant and equipment
Property, plant and equipment are measured at cost, which includes capitalised
borrowing costs, less accumulated depreciation and any accumulated impairment
losses. Subsequent expenditure is recognised only when it is probable that the
future economic benefits associated with the expenditure will flow to the
Group.
Depreciation is calculated to write off the cost less the estimated residual
value of items of property, plant and equipment, other than land or assets
under construction, over their estimated useful lives, using the straight-line
method. Land is not depreciated, and assets under construction are not
depreciated until they are transferred to the appropriate category of
property, plant and equipment when the assets are ready for intended use.
Depreciation is recognised in profit or loss.
The estimated useful life of the different categories of property, plant and
equipment are as follows:
Category Useful life
Buildings 25 to 35 years
Leasehold Improvements 5 to 52 years(1)
Floating Craft 25 years
Vehicles 5 to 10 years
Plant and Equipment 10 to 20 years
(1) shorter of the rental period or the useful life of the underlying asset
The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period with the effect of any changes in
estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected to arise from the continued use of
the asset. The gain or loss arising on disposal or retirement of property,
plant and equipment is determined as the difference between the sales proceeds
and the carrying amount of the asset and is recognised in profit or loss.
Lease arrangements
At inception of a contract, the Group assesses whether it is a lease or
contains a lease component, which it is if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for
consideration.
At the lease commencement date, the Group recognises a right-of-use asset and
a lease liability. The right-of-use asset is measured at cost, which comprises
the initial amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs to dismantle and remove the underlying asset, less any
incentives received.
The lease liability is initially measured at the present value of the lease
payments unpaid at the commencement date using the interest rate implicit in
the lease, or, if that rate cannot be readily determined, the Group's
incremental borrowing rate. Generally, the Group applies the incremental
borrowing rate. For a portfolio of leases with similar characteristics, lease
liabilities are discounted using a single discount rate.
Lease payments included in the measurement of the lease liability comprises
fixed payments, variable payments based on an index or rate, amounts expected
to be payable under a residual value guarantee, and payments arising from
options reasonably certain to be exercised. Variable lease payments not
related to an index or rate are recognised in profit or loss as incurred.
Right-of-use assets are depreciated using the straight-line method, from the
lease commencement date to the earlier of the end of their useful life or the
end of the lease term, over their expected useful lives, on the same basis as
owned assets except when there is no reasonable certainty that the Group will
obtain ownership by the end of the lease term, in which case the right-of-use
asset will be fully depreciated over the shorter of the lease term and its
useful life. Right-of-use assets are reduced by impairment losses, if any, and
adjusted for remeasurements of the lease liability.
The term of contracts and average discount rate of the different category of
lease arrangements are as follows:
Category Term of contracts Average discount rate
Operational facilities 5 to 77 years 9.05%
Floating craft 2 to 5 years 10.08%
Buildings 1 to 6 years 11.28%
Vehicles, plant and equipment 1 to 7 years 18.60%
Subsequent to the initial measurement, the carrying amount of the liability is
reduced to reflect the lease payments made and increased to reflect the
interest payable. If there is a change in the expected cash flows arising from
and index or rate, the lease liability is recalculated. If the modification is
related to a change in the amounts to be paid, the discount rate is not
revised. Otherwise, if a modification is made to a lease, the Group revises
the discount rate as if a new lease arrangement had been made.
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases and leases of low-value assets. The Group
recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
Intangible assets
Intangible assets that are acquired by the Group and have finite useful lives
are measured at cost less accumulated amortisation and any accumulated
impairment losses. Subsequent expenditure is recognised only when it is
probable that the future economic benefits associated with the expenditure
will flow to the Group.
Amortisation is calculated to write off the cost less the estimated residual
values of intangible assets, using the straight-line method. Amortisation is
recognised in profit or loss.
The estimated useful life of the different category of intangible assets are
as follows:
Category Useful life
Computer software 5 years
Concession rights 30 to 33 years
The estimated useful life, residual values and amortisation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
An intangible asset is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. The gain
or loss arising on disposal or retirement of an intangible asset is determined
as the difference between the sales proceeds and the carrying amount of the
asset and is recognised in profit or loss.
Goodwill
Goodwill arising on an acquisition of a business is measured at cost as
established at the date of acquisition of the business less accumulated
impairment losses. Goodwill is not amortised.
Impairment of non-financial assets
The carrying amounts of the Group's non-financial assets, other than
inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists, then the asset's recoverable amount is estimated. Goodwill
is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of
assets that generate cash inflows from continuing use that are largely
independent of the cash inflows of other assets or cash-generating units
(CGUs). Goodwill acquired in a business combination is allocated to groups of
CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a CGU is the greater of its value in use
and its fair value less costs to sell. In assessing value in use, the
estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or a CGU
exceeds its recoverable amount. Impairment losses are recognised in profit or
loss. Impairment losses recognised in respect of CGUs are allocated first to
reduce the carrying amount of any goodwill allocated to the CGU, and then to
reduce the carrying amounts of the other assets in the CGU on a pro rata
basis.
An impairment loss in respect of goodwill is not reversed. For other assets,
an impairment loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
Provisions
Provisions are recognised when the Group has a present obligation as a result
of a past event, it is probable that an outflow of economic benefits will be
required to settle that obligation and a reliable estimate can be made of the
amount of the obligation. The amount recognised as a provision is the best
estimate of the expenditure required to settle the present obligation at the
end of the reporting period taking into account the risks and uncertainties
surrounding the obligation.
Use of judgements, estimates and assumptions
The preparation of these consolidated financial statements requires management
to make judgements, estimates and assumptions that affect the application of
the Group's accounting policies and the reported amounts of assets,
liabilities, income, and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
In the process of applying the Group's accounting policies, the following
judgements, estimates, and assumptions made by management have the most
significant effect on the amounts recognised in these consolidated financial
statements:
- Provisions for tax, labour, and civil risks - Judgement
Provisions for legal cases are made when the Group's management, together with
their legal advisors, consider the probable outcome is a financial settlement
against the Group. Provisions are measured at management's best estimate of
the expenditure required to settle the obligation based upon legal advice
received, prior experience and management's best knowledge of the relevant
facts and circumstances.
- Valuation of unquoted investments - Judgements, estimates and
assumptions
The fair value of financial assets that are not traded in an active market is
determined using valuation techniques. The Group uses a variety of methods and
makes assumptions that are based on market conditions existing at each
reporting date. Valuation techniques used include the use of comparable recent
arm's length transactions, reference to other instruments that are
substantially the same, discounted cash flow analysis, option pricing models
and other valuation techniques commonly used by market participants making the
maximum use of market inputs and relying as little as possible on
entity-specific inputs.
Changes in material accounting policies
A number of new or amended standards are effective for annual periods
beginning on or after 1 January 2024, but none have a significant impact on
the preparation of the consolidated financial statements of the Group.
Standards issued but not yet effective
Several new or amended standards are effective for annual periods beginning
after 1 January 2024 with early adoption permitted. The Group has elected to
not adopt early the following new or amended standards and is assessing their
impact on the preparation of its consolidated financial statements.
- Amendments to IAS 21: Lack of Exchangeability, effective for
periods beginning on or after 1 January 2025
- Amendments to IFRS 9 and IFRS 7: Classification and Measurement
of Financial Instruments, effective for period beginning on or after 1 January
2026
- IFRS 18: Presentation and Disclosure in Financial Statements,
effective for period beginning on or after 1 January 2027
- IFRS 19: Subsidiaries without Public Accountability:
Disclosures, effective for period beginning on or after 1 January 2027
3 Group composition
Ocean Wilsons has direct ownership in the following subsidiaries:
Place of incorporation Ownership interest
Subsidiaries and operation Segment 2024 2023
Investments
Ocean Wilsons (Investments) Limited Bermuda Investments 100% 100%
Holdings
Ocean Wilsons Overseas Limited Bermuda Corporate 100% 100%
Ocean Wilsons Overseas Limited has direct ownership in the following
subsidiary:
Place of incorporation Ownership interest
Subsidiaries and operation Segment 2024 2023
Holdings
OW Overseas (Investments) Limited United Kingdom Corporate 100% 100%
OW Overseas (Investments) Limited ("OWOIL") has direct ownership in the
following subsidiary:
Place of incorporation Ownership interest
Subsidiaries and operation Segment 2024 2023
Holdings
Wilson Sons S.A. Brazil Maritime services 56.39% 56.52%
Following a strategic review of the Group's investments, the Board decided to
have OWOIL sell its full ownership interest in Wilson Sons S.A., for which
further details are presented in note 5.
The change in ownership interest in Wilson Sons S.A. from the year ended 31
December 2023 to 31 December 2024 is due to the exercise of share options in
subsidiaries, for which the details are presented in note 24. The information
on non-controlling interests is presented in note 25.
Wilson Sons S.A. has direct ownership in the following subsidiaries:
Place of incorporation Ownership interest
Subsidiaries and operation Segment 2024 2023
Shipyard
Wilson Sons Estaleiros Ltda. Brazil Maritime services 100% 100%
Ship agency
Wilson Sons Shipping Services Ltda. Brazil Maritime services 100% 100%
Logistics
Wilson Sons Terminais e Logística Ltda. Brazil Maritime services 100% 100%
Allink Transportes Internacionais Ltda. Brazil Maritime services 50% 50%
Container terminal
Tecon Rio Grande S.A. Brazil Maritime services 100% 100%
Tecon Salvador S.A. Brazil Maritime services 100% 100%
Offshore support bases and towage
Wilson Sons Serviços Marítimos Ltda. Brazil Maritime services 100% 100%
4 Business and geographical segments
The Group has two reportable segments: maritime services and investments.
These segments report their financial and operational data separately to the
Board. The Board considers these segments separately when making business and
investment decisions. The maritime services segment provides towage and ship
agency, port terminals, offshore, logistics and shipyard services in Brazil.
The investments segment holds a portfolio of international investments and is
a Bermuda based company. The corporate segment includes the holding
subsidiaries and their related corporate costs.
The results of the maritime services segment have been presented as
discontinued operations for the current year and the comparative information
re-presented as if the operations had been discontinued from the start of the
comparative period. The assets and liabilities of the maritime services
segment have been classified as part of a disposal group held for sale for the
year ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
The financial information by segment is as follows:
For the year ended 31 December 2024 Brazil - maritime services Bermuda - investments Corporate Consolidated
Result
Returns on investment portfolio - 20,463 - 20,463
Portfolio expenses - (3,527) - (3,527)
Corporate expenses - - (5,629) (5,629)
Finance income - - 665 665
Finance costs - - (156) (156)
Foreign exchange losses on monetary items - (90) (544) (634)
Profit/(loss) from continuing operations - 16,846 (5,664) 11,182
Profit from discontinued operations 107,938 - - 107,938
Profit/(loss) for the year 107,938 16,846 (5,664) 119,120
Financial position
Assets within disposal group held for sale 1,100,920 - - 1,100,920
Other current assets - 325,807 36,033 361,840
Segment assets 1,100,920 325,807 36,033 1,462,760
Liabilities within disposal group held for sale (622,738) - - (622,738)
Other current liabilities - (296) (337) (633)
Segment liabilities (622,738) (296) (337) (623,371)
Other information
Capital additions 55,784 - - 55,784
Right-of-use assets additions 999 - - 999
For the year ended 31 December 2023 Brazil - maritime services Bermuda - investments Corporate Consolidated
Result
Returns on investment portfolio - 29,120 - 29,120
Portfolio expenses - (3,278) - (3,278)
Corporate expenses - - (4,267) (4,267)
Finance income - - 205 205
Finance costs - - (10) (10)
Foreign exchange losses on monetary items - (19) (61) (80)
Profit/(loss) from continuing operations - 25,823 (4,133) 21,690
Profit from discontinued operations 81,382 - - 81,382
Profit/(loss) for the year 81,382 25,823 (4,133) 103,072
Financial position
Current assets 192,693 310,944 19,742 523,379
Investment in joint ventures and associates 96,084 - - 96,084
Property, plant and equipment 614,099 - - 614,099
Right-of-use assets 198,508 - - 198,508
Other intangible assets 13,858 - - 13,858
Goodwill 13,597 - - 13,597
Other non-current assets 62,340 - - 62,340
Segment assets 1,191,179 310,944 19,742 1,521,865
Segment liabilities (704,976) (779) (296) (706,051)
Other information
Capital additions 66,268 - - 66,268
Right-of-use assets additions 3,534 - - 3,534
5 Discontinued operations and disposal group held for sale
In October 2024, the Board committed to have OWOIL sell its full ownership
interest in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl, in a
single transaction for a cash consideration of R$17.50 per share of Wilson
Sons S.A., totalling R$4.352 billion. The transaction is expected to complete
in Q2 or Q3 of 2025 and is conditional on the receipt of applicable regulatory
clearances and other closing conditions between signing and completion.
Accordingly, the results of Wilson Sons S.A., which represents the entire
maritime services segment, have been presented as discontinued operations and
its assets and liabilities have been classified as part of a disposal group
held for sale. The comparative information for discontinued operations has
been re-presented as if the operations had been discontinued from the start of
the comparative period. The comparative information for the disposal group has
not been re-presented.
At 31 December 2024, the expected proceeds minus cost to sell were US$675.4
million, compared to a carrying value of US$478.2 million for the assets and
liabilities within the disposal group minus US$211.3 million for the
non-controlling interests share, resulting in a net carrying value of US$266.9
million. Upon completion of the transaction, the Company will be subject to
capital gain taxes in Brazil.
The profit and other comprehensive income from discontinued operations from
the maritime services segment can be disaggregated as follows:
2024 2023
Sales of services 541,830 486,646
Raw materials and consumables used (37,446) (35,467)
Employee charges and benefits expenses (147,199) (142,025)
Other operating expenses (124,191) (109,049)
Depreciation and amortisation expenses (55,254) (71,768)
Gain on disposal of property, plant and equipment 10,266 1,713
Foreign exchange (losses)/gains on monetary items (1,205) 326
Share of results of joint ventures and associates 2,565 6,447
Other income 10,367 7,593
Finance costs (37,122) (35,425)
Profit before tax from discontinued operations 162,611 108,991
Tax expense (54,673) (27,609)
Profit from discontinued operations 107,938 81,382
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Post-employment benefits remeasurement 111 32
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations (28,497) 8,831
Other comprehensive (loss)/income from discontinued operations (28,386) 8,863
Total comprehensive income from discontinued operations 79,552 90,245
The major classes of assets and liabilities from the maritime services
segment part of the disposal group classified as held for sale are as follows:
2024 2023
Cash and cash equivalents 79,516 -
Trade and other receivables 70,174 -
Recoverable taxes 31,120 -
Inventories 18,558 -
Other assets 16,050 -
Investment in joint ventures and associates 97,777 -
Deferred tax assets 22,262 -
Property, plant and equipment 578,576 -
Right-of-use assets 161,917 -
Other intangible assets 11,908 -
Goodwill 13,062 -
Total assets held for sale 1,100,920 -
Trade and other payables (69,869) -
Bank loans (276,708) -
Tax liabilities (9,499) -
Deferred tax liabilities (78,100) -
Lease liabilities (177,742) -
Provisions for legal claims (9,191) -
Post-employment benefits (1,629) -
Total liabilities held for sale (622,738) -
The cash flows from discontinued operations from the maritime services segment
can be disaggregated as follows:
2024 2023
Operating activities
Profit for the year 107,938 81,382
Adjustment for:
Depreciation and amortisation 55,254 71,768
Gain on disposal of property, plant and equipment (10,266) (1,713)
Provisions for legal claims 3,887 (2,326)
Share of results of joint ventures and associates (2,565) (6,447)
Other income (10,367) (7,593)
Finance costs 37,122 35,425
Foreign exchange losses/(gains) on monetary items 1,205 (326)
Share based payment expense in subsidiary 142 306
Post-employment benefits 177 185
Tax expense 54,673 27,609
Changes in:
Inventories (387) (592)
Trade and other receivables 8,561 (11,561)
Other assets 4,116 (4,795)
Trade and other payables (1,770) 13,173
Interest paid (30,710) (32,385)
Taxes paid (21,914) (27,900)
Net cash inflow from operating activities 195,096 134,210
Investing activities
Income received from financial assets 5,792 7,593
Purchase of property, plant and equipment (55,211) (65,136)
Proceeds on disposal of property, plant and equipment 12,359 1,958
Purchase of intangible assets (573) (1,132)
Dividends received from joint ventures and associates 1,087 -
Investment in joint ventures and associates (27) (7,520)
Net cash used in investing activities (36,573) (64,237)
Financing activities
Dividends paid to non-controlling interests (38,505) (25,248)
Repayments of bank loans principal (69,298) (61,148)
Payments of lease liabilities (11,212) (10,087)
New bank loans drawn down 39,540 53,259
Shares repurchased in subsidiary - (2,338)
Issue of new shares in subsidiary under employee share option plan 1,263 1,787
Net cash used in financing activities (78,212) (43,775)
Cash and cash equivalents at beginning of year 48,200 50,098
Net increase in cash and cash equivalents 80,311 26,198
Dividends paid to parent company (50,473) (30,602)
Effect of foreign exchange rate changes 1,478 2,506
Cash and cash equivalents at end of year 79,516 48,200
6 Investment portfolio
The investment portfolio returns can be disaggregated as follows:
2024 2023
Earnings (net of expenses) 13,406 2,022
Realised gains 13,484 9,080
Unrealised (losses)/gains (6,427) 18,018
Investment portfolio returns 20,463 29,120
The investment portfolio expenses can be disaggregated as follows:
2024 2023
Management fees (3,220) (2,996)
Investment portfolio operating expenses (307) (282)
Investment portfolio expenses (3,527) (3,278)
The movement in the investment portfolio assets is as follows:
2024 2023
Opening balance - 1 January 309,158 272,931
Purchases 60,541 42,674
Proceeds on disposal (54,120) (33,545)
Realised gains 13,484 9,080
Unrealised (losses)/gains (6,427) 18,018
Closing balance - 31 December 322,636 309,158
During the year ended 31 December 2024, the classification of cash flows
related to the investment portfolio have been updated to better represent the
effect they have on the Group.
For the investment portfolio returns, this reclassification resulted in an
increase in earnings (net of expenses) of US$11.3 million, a decrease in
realised gains of US$9.0 million and a decrease in unrealised gains of US$2.3
million, with no net impact on the total investment portfolio returns for the
year ended 31 December 2024. Prior year comparatives have not been adjusted.
For the investment portfolio assets, this reclassification resulted in an
increase in purchases of US$0.2 million, an increase in proceeds on disposal
of US$11.1 million, a decrease in realised gains of US$9.0 million and a
decrease in unrealised losses of US$2.3 million, with no net impact on the
investment portfolio assets for the year ended 31 December 2024. Prior year
comparatives have not been adjusted.
The investment portfolio is held in the Bermuda - investments segment and
presents the Group with opportunity for return through generated income and
capital appreciation. It includes investments in listed equity securities,
open ended funds, limited partnerships and other private equity funds.
The Investment Manager of the investment portfolio receives an investment
management fee of 1% of the valuation of funds under management and an annual
performance fee of 10% of the net investment return which exceeds the
benchmark, provided that the high-water mark has been exceeded, and is capped
at a maximum of 2% of the investment portfolio net asset value.
The investment portfolio performance is measured against a benchmark
calculated by reference to the US CPI Urban Consumers index not seasonally
adjusted plus 3% per annum over a rolling three-year period. The Board
considers a three-year measurement period appropriate due to the investment
mandate's long-term horizon, and an absolute return inflation-linked benchmark
appropriately reflects the Group's investment objectives while having a
linkage to economic factors. The performance benchmark was 5.9% for the year
ended 31 December 2024 (2023: 6.4%).
At the end of the reporting period, the Group had entered into commitment
agreements with respect to the investment portfolio for capital subscriptions.
The classification of those commitments based on their expiry date is as
follows:
2024 2023
Within one year 2,523 4,557
In the second to fifth year inclusive 7,205 4,621
After five years 34,035 44,585
Total commitment for capital subscriptions 43,763 53,763
The exact timing of capital calls made in respect of the above commitments are
at the discretion of the manager of the underlying structure. If required,
amounts expected to be settled within one year will be met from the
realisation of liquid investment holdings. There may be situations when
commitments may be extended by the manager of the underlying structure beyond
the initial expiry date dependent upon the terms and condition of each
individual structure.
Information about the Group's financial instruments valuation and exposure to
financial risks is included in note 29.
7 Corporate expenses
Corporate expenses can be disaggregated as follows:
2024 2023
Operating expenses (1,271) (1,216)
Employee charges (569) (366)
Legal fees (2,624) (1,584)
Audit fees (461) (397)
Directors' fees (704) (704)
Total corporate expenses (5,629) (4,267)
8 Taxation
At the present time, no income, profit, capital or capital gains taxes are
applicable to the Group's operations in Bermuda and accordingly, no expenses
or provisions for such taxes have been recorded by the Group for its Bermuda
operations. The Company has received an undertaking from the Bermuda
government exempting it from all such taxes until 31 March 2035. During the
year ended 31 December 2023, the Bermuda Corporate Income Tax Act of 2023 was
enacted by the Bermuda government, which may supersede such exemptions. As the
Company is currently not in scope for this new legislation, the exemptions
provided by the Bermuda government undertaking still apply.
The operations in the maritime services segment are subject to Brazilian
corporation tax and Brazilian social contribution tax calculated at
respectively 25% and 9% (2023: 25% and 9%) of the taxable profit for the year.
Upon completion of the transaction described in note 5, the Company will be
subject to capital gain taxes in Brazil.
The results of the maritime services segment have been presented as
discontinued operations for the current year and the comparative information
re-presented as if the operations had been discontinued from the start of the
comparative period. Further details are presented in note 5.
Deferred tax
The deferred tax assets and liabilities recognised by the Group all arise from
the maritime services segment, for which the assets and liabilities have been
classified as part of a disposal group held for sale for the year ended 31
December 2024 and the comparative information has not been re-presented.
Further details are presented in note 5.
2024 2023
Deferred tax arising from
Tax depreciation - (39,933)
Foreign exchange variance on loans - 1,105
Tax losses - 8,581
Profit on construction contracts - 14,426
Other timing differences - 12,841
Retranslation of non-monetary items - (39,789)
Net deferred tax balance - (42,769)
Deferred tax assets - 22,827
Deferred tax liabilities - (65,596)
At 31 December 2024, the Group had within the maritime services segment unused
tax losses of US$24.2 million (2023: US$33.7 million) available for offset
against future profits in the entity in which they arose. No deferred tax
asset has been recognised (2023: US$4.4 million not recognised) due to the
unpredictability of future profit
streams.
Recoverable and payable taxes
The recoverable and payable taxes relate to Brazilian federal taxes, Brazilian
sales and rendering of services taxes, Brazilian payroll taxes, Brazilian
income tax, Brazilian social contributions, and judicial bonds related to
these items. The assets and liabilities of the maritime services segment have
been classified as part of a disposal group held for sale for the year ended
31 December 2024 and the comparative information has not been re-presented.
Further details are presented in note 5.
2024 2023
Recoverable taxes - current - 47,708
Recoverable taxes - non-current - 20,680
Total recoverable taxes - 68,388
2024 2023
Taxes payable - current - (10,831)
Total taxes payable - (10,831)
9 Cash and cash equivalents
The composition of cash and cash equivalents is as follows:
2024 2023
Cash and bank deposits 4,197 19,799
Time deposits 34,650 19,920
Fixed income investments - 29,648
Total cash and cash equivalents 38,847 69,367
Fixed income investments include an investment fund and an exchange traded
fund both privately managed and including underlying investments that are
highly liquid and readily convertible within the Brazil - maritime service
segment. The assets of the maritime services segment, including cash and cash
equivalents, have been classified as part of a disposal group held for sale
for the year ended 31 December 2024 and the comparative information has not
been re-presented. Further details are presented in note 5.
10 Trade and other receivables
Trade and other receivables arise from the maritime services segment, for
which the assets have been classified as part of a disposal group held for
sale for the year ended 31 December 2024 and the comparative information has
not been re-presented. Further details are presented in note 5.
2024 2023
Current
Trade receivable for the sale of services - 46,381
Unbilled trade receivables - 20,936
Total gross current trade receivables - 67,317
Allowance for expected credit loss - (1,623)
Trade receivables - 65,694
Non-current
Receivables from related parties - 11,494
Other receivables - 1,547
Total other receivables - 13,041
Total trade and other receivables - 78,735
11 Other assets
Other assets arise from the maritime services segment, for which the assets
have been classified as part of a disposal group held for sale for the year
ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
2024 2023
Prepayments - 4,560
Insurance claim receivable - 5,385
Employee advances - 2,636
Other current assets - 339
Total other current assets - 12,920
Escrow deposits - 3,101
Investments in maritime start-ups - 2,691
Total other non-current assets - 5,792
12 Inventories
Inventories arise from the maritime services segment, for which the assets
have been classified as part of a disposal group held for sale for the year
ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
2024 2023
Operating materials - 15,648
Raw materials for third party vessel construction - 2,523
Total inventories - 18,171
Inventories are presented net of provision for obsolescence amounting to
US$0.5 million at 31 December 2023.
13 Joint ventures and associates
Joint ventures and associates interests are held within the maritime services
segment, for which the results have been presented as discontinued operations
for the current year and the comparative information re-presented as if the
operations had been discontinued from the start of the comparative period, and
for which the assets have been classified as part of a disposal group held for
sale for the year ended 31 December 2024 and the comparative information has
not been re-presented. Further details are presented in note 5.
The Group, through the maritime services segment, holds the following
interests in joint ventures and associates at the end of the reporting period:
Place of incorporation Proportion of ownership
and operation 2024 2023
Joint ventures
Logistics
Porto Campinas Logística e Intermodal Ltda Brazil 50% 50%
Offshore
Wilson Sons Ultratug Participações S.A. Brazil 50% 50%
Atlantic Offshore S.A. Panamá 50% 50%
Associates
Argonáutica Engenharia e Pesquisas S.A. Brazil 32.32% 32.32%
The reconciliation of the joint ventures and associates results to the share
of result of joint ventures and associates, presented as discontinued
operations, is as follows:
2024 2023
Joint ventures reconciliation:
Total profit for the year 4,697 12,712
Participation 50% 50%
Share of profit for the year from joint ventures 2,349 6,356
Associates reconciliation:
Total profit for the year 667 281
Participation 32.32% 32.32%
Share of profit for the year for associates 216 91
Share of result of joint ventures and associates - discontinued operations 2,565 6,447
The reconciliation of the joint ventures and associates financial position to
the investment in joint ventures and associates, presented as an asset held
for sale within the maritime services segment disposal group, is as follows:
2024 2023
Joint ventures reconciliation:
Total net assets 204,605 204,655
Participation 50% 50%
Group's share of net assets of joint ventures 102,303 102,328
Associates reconciliation:
Total net assets 1,314 1,511
Participation 32.32% 32.32%
Group's share of net assets of associates 425 488
Adjustments for:
Goodwill and surplus generated on associate purchase 1,781 1,862
Cumulative elimination of profit on construction contracts (6,732) (8,594)
Total adjustments (4,951) (6,732)
Investment in joint ventures and associates - assets within disposal group 97,777 96,084
held for sale
The movement in investment in joint ventures and associates is as follows:
2024 2023
Opening balance - 1 January 96,084 81,863
Share of result of joint ventures and associates 2,565 6,447
Dividends from joint ventures and associates (281) -
Elimination of profit on construction contracts (28) (81)
Share of other comprehensive income of joint ventures and associates (590) 335
Capital increase 27 7,520
Reclassification as assets held for sale (97,777) -
Closing balance - 31 December - 96,084
During the year ended 31 December 2024, the Group increased its invested
capital in Porto Campinas Logística e Intermodal Ltda by US$0.03 million.
During the year ended 31 December 2023, the Group increased its invested
capital in Wilson Sons Ultratug Participações S.A. by US$7.5 million and in
Porto Campinas Logística e Intermodal Ltda by US$0.04 million.
Guarantees
Wilson Sons Ultratug Participações S.A. has loans with the Brazilian
Development Bank guaranteed by a lien on the financed supply vessels and by a
corporate guarantee from its participants, proportionate to their ownership.
The Group's subsidiary Wilson Sons S.A. is guaranteeing US$137.9 million
(2023: US$155.3 million).
Wilson Sons Ultratug Participações S.A. has a loan with Banco do Brasil
guaranteed by a pledge on the financed offshore support vessels, a letter of
credit issued by Banco del Estado de Chile and its long-term contracts with
Petrobras. The joint venture also has to maintain a cash reserve account until
full repayment of the loan agreement amounting to US$1.8 million (2023: US$1.8
million).
Covenants and capital commitments
On 31 December 2024 and 2023, Wilson Sons Ultratug Participações S.A. was in
compliance with all of its covenants' ratios related to its loans with the
Brazilian Development Bank and with Banco do Brasil. There were no capital
commitments for the joint ventures and associates as of 31 December 2024 and
2023.
14 Property, plant and equipment
Property, plant and equipment are held within the maritime services segment,
for which the results have been presented as discontinued operations for the
current year and the comparative information re-presented as if the operations
had been discontinued from the start of the comparative period, and for which
the assets have been classified as part of a disposal group held for sale for
the year ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
The movement in property, plant and equipment is as follows:
Land, buildings and leasehold improvements Floating Craft Vehicles, plant Assets under Total
and equipment construction
Cost
At 1 January 2023 294,535 576,891 211,985 14,391 1,097,802
Additions 12,096 12,547 16,662 23,831 65,136
Transfers (27) 22,248 (1,284) (20,937) -
Transfers from intangible assets 25 - 8 - 33
Disposals (511) (75) (1,985) - (2,571)
Exchange differences 14,238 - 13,664 - 27,902
At 1 January 2024 320,356 611,611 239,050 17,285 1,188,302
Additions 6,312 24,720 19,086 5,093 55,211
Transfers 829 22,204 (1,312) (21,721) -
Transfers from intangible assets 190 - 19 - 209
Disposals (2,635) (5,448) (4,593) - (12,676)
Exchange differences (44,966) - (43,493) - (88,459)
Reclassification as held for sale (280,086) (653,087) (208,757) (657) (1,142,587)
At 31 December 2024 - - - - -
Accumulated depreciation
At 1 January 2023 93,168 288,328 126,677 - 508,173
Charge for the year - discontinued operations 9,330 33,647 12,489 - 55,466
Elimination on construction contracts - 2 - - 2
Disposals (406) (70) (1,850) - (2,326)
Exchange differences 5,008 - 7,880 - 12,888
At 1 January 2024 107,100 321,907 145,196 - 574,203
Charge for the year - discontinued operations 7,268 26,794 8,927 - 42,989
Transfers 3 - (3) - -
Elimination on construction contracts - 42 - - 42
Disposals (1,150) (5,268) (4,165) - (10,583)
Exchange differences (16,737) - (25,903) - (42,640)
Reclassification as held for sale (96,484) (343,475) (124,052) - (564,011)
At 31 December 2024 - - - - -
Carrying Amount
At 31 December 2023 213,256 289,704 93,854 17,285 614,099
At 31 December 2024 - - - - -
The Group, within the maritime services segment only, has contractual
commitments to suppliers for the acquisition and construction of property,
plant and equipment amounting to US$20.4 million (2023: US$7.9 million).
15 Lease arrangements
Lease arrangements are held within the maritime services segment, for which
the results have been presented as discontinued operations for the current
year and the comparative information re-presented as if the operations had
been discontinued from the start of the comparative period, and for which the
assets and liabilities have been classified as part of a disposal group held
for sale for the year ended 31 December 2024 and the comparative information
has not been re-presented. Further details are presented in note 5.
Right-of-use assets
The movement in right-of-use assets is as follows:
Operational facilities Floating Buildings Vehicles, plant and equipment Total
craft
Cost
At 1 January 2023 195,332 19,602 3,081 10,132 228,147
Additions 83 2,136 61 1,254 3,534
Contractual amendments 9,146 10,197 70 (93) 19,320
Terminated contracts - - (368) (763) (1,131)
Exchange differences 14,839 706 229 417 16,191
At 1 January 2024 219,400 32,641 3,073 10,947 266,061
Additions - - 963 36 999
Contractual amendments 7,861 4,522 414 379 13,176
Terminated contracts - - (517) (357) (874)
Exchange differences (46,970) (2,612) (69) (1,261) (50,912)
Reclassification as held for sale (180,291) (34,551) (3,864) (9,744) (228,450)
At 31 December 2024 - - - - -
Accumulated depreciation
At 1 January 2023 27,646 12,035 1,511 8,256 49,448
Charge for the year - discontinued operations 8,973 5,351 498 915 15,737
Terminated contracts - - (326) (651) (977)
Exchange differences 2,300 492 198 355 3,345
At 1 January 2024 38,919 17,878 1,881 8,875 67,553
Charge for the year - discontinued operations 6,708 4,347 409 601 12,065
Terminated contracts - - (460) (293) (753)
Exchange differences (9,197) (2,006) (65) (1,064) (12,332)
Reclassification as held for sale (36,430) (20,219) (1,765) (8,119) (66,533)
At 31 December 2024 - - - - -
Carrying Amount
At 31 December 2023 180,481 14,763 1,192 2,072 198,508
At 31 December 2024 - - - - -
Lease liabilities
The movement in lease liabilities is as follows:
2024 2023
Opening - 1 January (224,286) (196,176)
Additions (999) (3,534)
Termination of contracts 298 335
Contracts remeasurement (13,176) (19,320)
Principal amortisation 29,021 28,384
Interest - discontinued operations (17,809) (18,297)
Exchange differences 49,209 (15,678)
Reclassification as held for sale 177,742
Closing - 31 December - (224,286)
2024 2023
Operational facilities - (204,424)
Floating craft - (15,625)
Buildings - (1,984)
Vehicles, plant and equipment - (2,253)
Total - (224,286)
16 Other intangible assets
Other intangible assets are held within the maritime services segment, for
which the results have been presented as discontinued operations for the
current year and the comparative information re-presented as if the operations
had been discontinued from the start of the comparative period, and for which
the assets have been classified as part of a disposal group held for sale for
the year ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
The movement in other intangible assets is as follows:
Computer software Concession- Total
rights
Cost
At 1 January 2023 41,822 15,825 57,647
Additions 1,132 - 1,132
Transfers to property, plant and equipment (33) - (33)
Disposals (41) - (41)
Exchange differences 735 462 1,197
At 1 January 2024 43,615 16,287 59,902
Additions 573 - 573
Transfers to property, plant and equipment (209) - (209)
Disposals (77) - (77)
Exchange differences (2,344) (1,288) (3,632)
Reclassification as held for sale (41,558) (14,999) (56,557)
At 31 December 2024 - - -
Accumulated amortisation
At 1 January 2023 36,781 6,474 43,255
Charge for the year - discontinued operations 1,570 427 1,997
Disposals (41) - (41)
Exchange differences 574 259 833
At 1 January 2024 38,884 7,160 46,044
Charge for the year - discontinued operations 976 317 1,293
Disposals (77) - (77)
Exchange differences (1,905) (706) (2,611)
Reclassification as held for sale (37,878) (6,771) (44,649)
At 31 December 2024 - - -
Carrying amount
31 December 2023 4,731 9,127 13,858
At 31 December 2024 - - -
17 Goodwill
Goodwill is held within the maritime services segment, for which the assets
have been classified as part of a disposal group held for sale for the year
ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
Tecon Tecon Total
Rio Grande Salvador
Carrying Value
At 1 January 2023 10,940 2,480 13,420
Exchange differences 177 - 177
At 1 January 2024 11,117 2,480 13,597
Exchange differences (535) - (535)
Reclassification as held for sale (10,582) (2,480) (13,062)
At 31 December 2024 - - -
18 Trade and other payables
The liabilities of the maritime services segment have been classified as part
of a disposal group held for sale for the year ended 31 December 2024 and the
comparative information has not been re-presented. Further details are
presented in note 5.
2024 2023
Trade payables and accruals (633) (44,179)
Other payables - (226)
Provisions for employee benefits - (25,279)
Deferred income - (2,084)
Total trade and other payables (633) (71,768)
19 Bank loans
Bank loans are held within the maritime services segment, for which the
results have been presented as discontinued operations for the current year
and the comparative information re-presented as if the operations had been
discontinued from the start of the comparative period, and for which the
liabilities have been classified as part of a disposal group held for sale for
the year ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
The movement in bank loans is as follows:
2024 2023
Opening - 1 January (324,201) (321,891)
Additions (39,540) (53,259)
Principal amortisation 69,298 61,148
Interest amortisation 12,901 14,088
Accrued interest (15,007) (17,140)
Exchange difference 19,841 (7,147)
Reclassification as held for sale 276,708 -
Closing - 31 December - (324,201)
The terms and conditions, carrying value and fair value of the bank loans,
held in the maritime services segment and classified as part of a disposal
group held for sale, are as follows:
2024 2023
Lender Currency Annual interest Year of maturity Carrying value Fair Carrying value Fair
rate % value value
BNDES linked to US Dollar 3.1% 2043 (135,580) (135,580) (135,411) (135,411)
BNDES linked to US Dollar 2.2% 2028 (14,115) (14,115) (17,796) (17,796)
BNDES linked to US Dollar 3.1% 2045 (8,136) (8,136) (2,787) (2,787)
BNDES Real 9.9% 2034 (39,524) (39,524) (53,537) (53,537)
BNDES Real 8.7% 2029 (3,482) (3,482) (5,356) (5,356)
BNDES Real 11.1% 2027 (275) (275) (481) (481)
Banco do Brasil linked to US Dollar 2.5% 2035 (54,280) (54,280) (60,193) (60,193)
Bradesco Real - - - - (10,519) (10,515)
Banco Santander linked to US Dollar - - - - (10,279) (10,270)
Banco Santander Real 13.1% 2025 (5,217) (5,210) (6,744) (6,582)
CCB Real 12.8% 2026 (11,562) (11,568) (21,098) (20,976)
Itaú - NCE linked to US Dollar 6.1% 2026 (4,537) (4,537) - -
Total bank loans within liabilities held for sale (276,708) (276,707) - -
Total bank loans - - (324,201) (323,904)
Guarantees
The Group has pledged assets with a carrying amount of US$248.9 million (2023:
US$262.4 million) to secure loans granted to the Group. The assets pledged and
the loans granted are both exclusively within the maritime services segment.
Some of the loan agreements rely on corporate guarantees from the Group's
subsidiary party to the agreement. For some agreements, the corporate
guarantees are in addition to the assignment of receivables, a pledge of the
respective financed tugboat or a lien over the logistics and port operations
equipment financed.
Undrawn credit facilities
At 31 December 2024, the Group had US$81.9 million (2023: US$50.1 million) of
undrawn borrowing facilities available in the maritime services segment in
relation to tugs construction, dry-docking and repair of tugs.
Covenants
Loan agreements with a carrying value of US$72.1 million (2023: US$93.5
million) include obligations related to financial indicators that must be
complied with annually, including EBITDA/Net operating revenue, EBITDA/Debt
service, Equity/Total assets and Net debt/EBITDA. At 31 December 2024 and
2023, the Group was in compliance with all covenants related to its loan
agreements.
20 Post-employment benefits
The Group operates a private medical insurance scheme for its employees in its
Brazilian operations, which requires the eligible employees to pay fixed
monthly contributions. The post-employment benefits liability relates to the
potential increase in plan costs resulting from additional claims due to the
expanded membership of the scheme.
The post-employment benefits liability is held within the maritime services
segment, for which the results have been presented as discontinued operations
for the current year and the comparative information re-presented as if the
operations had been discontinued from the start of the comparative period, and
for which the liabilities have been classified as part of a disposal group
held for sale for the year ended 31 December 2024 and the comparative
information has not been re-presented. Further details are presented in note
5.
The movement in the post-employment benefits liability is as follows:
2024 2023
Opening balance - 1 January (2,047) (1,737)
Current service cost (7) (8)
Interest expense (161) (168)
Contributions to the plan (9) (9)
Changes assumptions 203 (214)
Experience adjustments (78) 231
Exchange differences 470 (142)
Reclassification as held for sale 1,629 -
Closing balance - 31 December - (2,047)
The calculation of the post-employment benefits liability involves actuarial
assumptions that are based on market conditions. The principal actuarial
assumptions, and the impact of a change (keeping the other assumptions
constant) on the post-employment benefits liability valuation are as follows:
2024 2023
Annual interest rate 9.44% 8.66%
Estimated inflation rate in the long-term 3.00% 3.00%
Impact of 0.5% increase 155 235
Impact of 0.5% decrease (181) (270)
Medical cost trend rate 5.58% 5.58%
Impact of 0.5% increase (187) (286)
Impact of 0.5% decrease 162 234
21 Legal claims
In the normal course of its operations in Brazil, the Group is exposed to
numerous local legal claims. The Group's policy is to vigorously contest those
claims, many of which appear to have little substance or merit, and manage
such claims through its legal counsel.
Labour claims - Claims involving payment of health risks, additional overtime
and other allowances.
Tax cases - Claims involving government tax assessments when the Group
considers it has a chance of successfully defending its position.
Civil - Claims involving indemnification for material damage, environmental
and shipping claims and other contractual disputes.
Claims deemed probable and subject to reasonable estimation by management and
its legal counsel are recorded as provisions, whereas claims deemed only
reasonably possible are disclosed as contingent liabilities. Both provisions
and contingent liabilities are subject to uncertainties around the timing and
amount of possible cash outflows as the outcome is heavily dependent on court
proceedings.
Provisions for legal claims are held within the maritime services segment, for
which the results have been presented as discontinued operations for the
current year and the comparative information re-presented as if the operations
had been discontinued from the start of the comparative period, and for which
the liabilities have been classified as part of a disposal group held for sale
for the year ended 31 December 2024 and the comparative information has not
been re-presented. Further details are presented in note 5.
The movement in provision for legal claims is as follows:
Labour claims Tax cases Civil cases Total
At 1 January 2024 (4,205) (1,476) (1,641) (7,322)
Additional provisions - discontinued operations (826) (2,619) (1,632) (5,077)
Unused amounts reversed - discontinued operations 557 - 79 636
Utilisation of provisions 547 - 7 554
Exchange difference 854 634 530 2,018
Reclassification as held for sale 3,073 3,461 2,657 9,191
At 31 December 2024 - - - -
The contingent liabilities at the end of each period are as follows:
Labour claims Tax cases Civil cases Total
At 31 December 2023 (7,312) (75,982) (13,536) (96,830)
At 31 December 2024 (9,041) (59,133) (4,164) (72,338)
At 31 December 2024, other assets of US$2.2 million classified as part of a
disposal group held for sale represent escrow deposits required by the
Brazilian legal authorities as security to contest legal actions.
At 31 December 2023, other non-current assets of US$3.1 million represent
escrow deposits required by the Brazilian legal authorities as security to
contest legal actions.
22 Related party transactions
Transactions between the Group and its subsidiaries have been eliminated on
consolidation and are not disclosed in this note. Transactions and outstanding
balances between the Group and its related parties are as follows:
Revenues/(Expenses) Receivable/(Payable)
2024 2023 2024 2023
Joint ventures and associates
Wilson, Sons Ultratug Participações S.A.(1) 1,603 964 6,459 11,437
Argonáutica Engenharia e Pesquisas S.A.(2) (78) (14) (3) (4)
Others
Hanseatic Asset Management LBG(3,4) (3,220) (2,996) (276) (759)
Hansa Capital Partners LLP(5) (32) (30) - -
(1) Related party loans with Wilson, Sons Ultratug Participações S.A.
(interest - 3.6% per year with no maturity date) and services provided by the
Group.
(2) Contract for the implementation of a port traffic monitoring and port
traffic intelligence system.
(3)Mr William Salomon, a Company Director, is chair of Hanseatic Asset
Management LBG, to which fees were paid for acting as Investment Manager of
the Group's investment portfolio.
(4)Mr Christopher Townsend, a Company Director, is a director of Hanseatic
Asset Management LBG, to which fees were paid for acting as Investment Manager
of the Group's investment portfolio.
(5) Mr Salomon is a senior partner of Hansa Capital Partners LLP. Office
facilities charges were paid to Hansa Capital Partners LLP.
Mr Townsend is the investment director of Hansa Capital GmbH. During the year
ended 31 December 2024, directors' fees of US$0.1 million were paid to Mr. C
Townsend through Hansa Capital GmbH (2023: US$0.1 million).
Remuneration of key management personnel
The remuneration of the executive directors and other key management of the
Group is as follows:
2024 2023
Short-term employee benefits(1) (10,264) (6,853)
Post-employment benefits (60) (70)
Share based payment expense (141) (306)
Total remuneration of key management personnel (10,465) (7,229)
Remuneration of key management personnel - continuing operations (486) (451)
Remuneration of key management personnel - discontinued operations (9,979) (6,778)
(1)Short-term employee benefits for key management personnel were re-presented
to address inconsistencies in the presentation of the data that were contrary
to the guidelines of the Brazilian Accounting Pronouncements Committee. The
net result is an increase of US$1.8 million for the short-term employee
benefits for key management personal for the year ended 31 December 2023, with
no impact on the total amount presented in the consolidated financial
statements.
23 Share capital
The number of Company's shares and corresponding share capital amounts are as
follows:
2024 2023
Authorised
50,060,000 ordinary shares of 20p each 16,119 16,119
(2023: 50,060,000 ordinary shares of 20p each)
Issued and fully paid
35,363,040 ordinary shares of 20p each 11,390 11,390
(2023: 35,363,040 ordinary shares of 20p each)
The Company has one class of ordinary share which carries no right to fixed
income.
Share capital is converted at the exchange rate prevailing at 31 December
2002, the date at which the Group's presentation currency changed from
Sterling to US Dollars, being US$1.61 to £1.
24 Equity transactions in subsidiaries
Share options in subsidiary
On 8 January 2014, the shareholders of the Group's subsidiary Wilson Sons S.A.
approved a share option plan which allowed for the grant of options to
eligible participants, including an increase in the authorised capital of
Wilson Sons S.A. through the creation of up to 26,465,562 new shares.
The options provide participants with the right to acquire shares in Wilson
Sons S.A. at a predetermined fixed price, following a vesting period of 3 to 5
years, and expire 10 years from the grant date, or immediately on the
resignation of the employee, whichever is earlier. Options lapse if not
exercised by the employee within 6 months following retirement.
The movement in share options and related weighted average exercise prices
("WAEP") in Brazilian Real (R$) is as follows:
2024 2023
Number of WAEP (R$) Number of shares WAEP (R$)
shares
Opening balance - 1 January 3,747,000 7.90 5,427,600 7.12
Granted during the period - - - -
Exercised during the period (989,000) 7.14 (1,680,600) 5.38
Expired during the period (804,000) 8.66 - -
Outstanding at 31 December 1,954,000 7.96 3,747,000 7.90
Exercisable at 31 December 949,000 7.23 1,047,000 5.93
The options outstanding at 31 December 2024 had an exercise price in the range
of R$5.67 to R$8.66 (2023: R$5.67 to R$8.66) and a weighted-average
contractual life of 5.3 years (2023: 6.1 years). The weighted average share
price at the date of exercise for the year ended 31 December 2024 was R$16.28
(2023: R$10.06).
During the year ended 31 December 2024, 989,000 share options of the Group's
subsidiary Wilson Sons S.A. were exercised (2023: 1,680,600), resulting in an
increase in non-controlling interest of 0.13% (2023: 0.22%).
Share buyback in subsidiary
On 13 May 2022, the board of directors of the Group's subsidiary Wilson Sons
S.A. approved a share buyback program which allows for the repurchase of the
subsidiary's own common shares at market price for an 18-month period. During
the year ended 31 December 2023, 1,150,500 shares of the Group's subsidiary
Wilson Sons S.A. were repurchased at a weighted average share price of
R$10.47, resulting in a decrease in non-controlling interest of 0.15%. No
share buyback program was in place for the year ended 31 December 2024.
25 Non-controlling interests
The information on the Group's composition is presented in note 3. The
non-controlling interests immaterial to the Group originate from the Brazil -
maritime services segment and are presented together as Other. The results of
the maritime services segment have been presented as discontinued operations
for the current year and the comparative information re-presented as if the
operations had been discontinued from the start of the comparative period.
Further details are presented in note 5.
The information related to non-controlling interests is as follows:
At and for the year ended 31 December 2024 Wilson Sons S.A. Other Total
Net assets attributable to non-controlling interest 211,281 239 211,520
From discontinued operations
Profit allocated to non-controlling interest 46,721 721 47,442
Other comprehensive income allocated to non-controlling interest 12,330 65 12,395
Dividends to non-controlling interest 37,996 509 38,505
At and for the year ended 31 December 2023 Wilson Sons S.A. Other Total
Net assets attributable to non-controlling interest 214,218 92 214,310
From discontinued operations
Profit allocated to non-controlling interest 34,899 1,125 36,024
Other comprehensive income allocated to non-controlling interest 3,855 (3) 3,852
Dividends to non-controlling interest 23,704 1,544 25,248
26 Dividends
The dividends declared and paid by the Company to its shareholders were as
follows:
2024 2023
85c per share (2023: 70c per share) 30,059 24,754
After the reporting date, the dividends proposed by the Board but not
recognised as liabilities were as follows:
2024 2023
122c per share (2023: 85c per share) 43,143 30,059
27 Earnings per share
The calculation of the basic and diluted earnings per share is as follows:
2024 2023
Profit for the year attributable to equity holders of the Company
From continuing operations 11,182 21,690
From discontinued operations 60,496 45,358
Weighted average number of ordinary shares 35,363,040 35,363,040
Earnings per share from continuing operations - basic and diluted 31.6c 61.3c
Earnings per share from discontinued operations - basic and diluted 171.1c 128.3c
Earnings per share - basic and diluted 202.7c 189.6c
The Company has no dilutive or potentially dilutive ordinary shares.
28 Capital risk management
The Group manages its capital to ensure that entities within it are viable and
will be able to continue as a going concern. The Group has two distinctly
separate operating segments, maritime services and investments, with no
recourse between them, and the capital is managed in a manner that reflects
that structure.
The capital structure of the maritime services segment consists of debt, long
term in nature, which includes the borrowings disclosed in notes 5 and 19, the
lease liabilities included in notes 5 and 15, working capital and cash and
cash equivalents. Borrowings are made to fund capital projects and cash flow
from these projects are used to meet repayments. Working capital is funded
through cash generated by operating activities.
The capital structure of the investments segment consists of investment
portfolio assets disclosed in note 6, working capital and cash and cash
equivalents. The investments segment has no borrowings and uses the cash
generated from investing activities to fund capital commitments.
The capital structure of the Group consists of the operating segments
described above and of equity attributable to equity holders of the Company
comprising issued capital, reserves and retained earnings disclosed in the
consolidated statement of changes in equity.
There were no significant changes during the year relative to the Group policy
relating to capital management. In October 2024, the Board committed to have
OWOIL sell its full ownership interest in the maritime services segment, for
which details are presented in note 5.
29 Financial instruments
The financial assets and financial liabilities of the maritime services
segment have been classified as a disposal group held for sale for the year
ended 31 December 2024 and the comparative information has not been
re-presented. Further details are presented in note 5.
The carrying and fair value of financial instruments are as follows:
2024 2023
Carrying Fair Carrying Fair
value value value value
Financial assets
Cash and cash equivalents 38,847 38,847 69,367 69,367
Investment portfolio 322,636 322,636 309,158 309,158
Trade and other receivables - - 78,735 78,735
Financial assets within disposal group held for sale
Cash and cash equivalents 79,516 79,516 - -
Trade and other receivables 70,174 70,174 - -
Financial liabilities
Trade and other payables (633) (633) (71,768) (71,768)
Bank loans - - (324,201) (323,904)
Financial liabilities within disposal group held for sale
Trade and other payables (69,869) (69,869) - -
Bank loans (276,708) (276,707) - -
The carrying value of cash and cash equivalents, trade and other receivables,
and trade and other payable is a reasonable approximation of their fair value.
The fair value of bank loans was established as their present value determined
by future cash flows and interest rates applicable to instruments of similar
nature, terms and risks or at market quotations of these securities.
The fair value of the investment portfolio assets are based on quoted market
prices at the close of trading at the end of the period if traded in active
markets and based on valuation techniques if not traded in active markets.
These valuation techniques maximise the use of observable market data where it
is available and rely as little as possible on entity specific estimates.
Fair value measurements recognised in the consolidated financial statements
are grouped into levels based on the degree to which the fair value is
observable.
Financial instruments whose values are based on quoted market prices in active
markets are classified as Level 1. These include active listed equities.
Financial instruments that trade in markets that are not considered active but
are valued based on quoted market prices, dealer quotations or alternative
pricing sources supported by observable inputs are classified as Level 2.
These include open ended funds, certain private investments that are traded
over the counter, and debt instruments.
Financial instruments that have significant unobservable inputs as they trade
infrequently and are not quoted in an active market are classified as Level 3.
These include investments in limited partnerships and other private equity
funds which may be subject to restrictions on redemptions such as lock up
periods, redemption gates and side pockets.
The Group considers the valuation techniques and inputs used in valuing these
funds as part of its due diligence prior to investing to ensure they are
reasonable and appropriate. Therefore, the net asset value ("NAV") of these
funds may be used as an input into measuring their fair value. In measuring
this fair value, the NAV of the funds is adjusted, if necessary, for other
relevant factors known of the fund. In measuring fair value, consideration is
also paid to any clearly identifiable transactions in the shares of the fund.
Depending on the nature and level of adjustments needed to the NAV and the
level of trading in the fund, the Group classifies these funds as either Level
2 or Level 3. As observable prices are not available for these securities, the
Group values these based on an estimate of their fair value. The Group obtains
the fair value of their holdings from valuation statements provided by the
managers of the invested funds. Where the valuation statement is not stated at
the reporting date, the Group adjusts the most recently available valuation
for any capital transactions made up to the reporting date. When considering
whether the NAV of the underlying managed funds represent fair value, the
Investment Manager considers the valuation techniques and inputs used by the
managed funds in determining their NAV.
The underlying funds use a blend of methods to determine the value of their
own NAV by valuing underlying investments using methodology consistent with
the International Private Equity and Venture Capital Valuation Guidelines
('IPEV'). IPEV guidelines generally provides five ways to determine the fair
market value of an investment: (i) binding offer on the company, (ii)
transaction multiples, (iii) market multiples, (iv) net assets and (v)
discounted cash flows. Such valuations are necessarily dependent upon the
reasonableness of the valuations by the fund managers of the underlying
investments. In the absence of contrary information, these values are relied
upon.
The financial instruments recognised in the consolidated statement of
financial position, by level of hierarchy, excluding financial instruments for
which the carrying amount is a reasonable approximation of fair value, are as
follows:
Level 1 Level 2 Level 3 Total
31 December 2024
Investment portfolio 53,879 151,521 117,236 322,636
Bank loans within disposal group held for sale - (276,708) - (276,708)
31 December 2023
Investment portfolio 34,058 156,829 118,271 309,158
Bank loans - (324,201) - (324,201)
During the year ended 31 December 2024, no financial instruments were
transferred between levels.
During the year ended 31 December 2023, one open ended fund with a carrying
value of US$5.3 million was transferred from Level 3 to Level 2 because
alternative pricing sources supported by observable inputs became available.
The movement in Level 3 financial instruments for the year is as follows:
2024 2023
Balance at 1 January 118,271 120,366
Transfers from Level 3 to Level 2 - (5,266)
Purchases 12,611 8,153
Proceeds on disposal (1,305) (8,314)
Realised (losses)/gains (6,424) 3,943
Unrealised losses (5,917) (611)
Balance at 31 December 117,236 118,271
During the year ended 31 December 2024, the classification of cash flows
related to the investment portfolio have been updated to better represent the
effect they have on the Group.
For the investment portfolio assets classified as level 3, this
reclassification resulted in an increase in purchases of US$0.2 million, an
increase in proceeds on disposal of US$11.0 million, a decrease in realised
gains of US$6.5 million and a decrease in unrealised gains of US$4.7 million,
with no net impact on the investment portfolio assets classified as level 3
for the year ended 31 December 2024. Prior year comparatives have not been
adjusted.
Investment in limited partnerships and private equity funds require a
long-term commitment with no certainty of return. The Group's intention is to
hold Level 3 investments to maturity. In the unlikely event that the Group is
required to liquidate these investments, the proceeds received may be less
than the carrying value due to their illiquid nature.
The sensitivity of the Level 3 investments to changes in fair value due to
illiquidity and its impact on proceeds received, while all other variables are
held constant, is as follows:
2024 2023
Decrease of 5% (5,862) (5,914)
Decrease of 10% (11,724) (11,827)
Decrease of 20% (23,447) (23,654)
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in a financial loss to the Group. The
Group's credit risk is primarily attributable to its cash and cash
equivalents, investments, and trade and other receivables. The amounts
presented as trade and other receivables in the consolidated statement of
financial position are shown net of allowances for credit loss.
Temporary cash surpluses are invested in time deposits, exchange funds, and
fixed income investments, according to regulations approved by management.
Credit risk is limited because the counterparties to those investments are
regulated institutions or leading financial institutions with high credit
ratings.
The level of credit risk associated with the investment portfolio is dependent
upon the terms and conditions and the management of each of the investment
vehicles. The Investment Manager evaluates the credit risk on trading
investments prior to and during the investment period, and the Board reviews
all investments at its regular meetings from reports prepared by the
Investment Manager.
The Group has no significant concentration of credit risk for trade
receivables as they consist of a large number of customers with no single
customer representing more than 10% of the total trade receivables.
Allowance for expected credit losses for trade receivables
The Group recognises an allowance for expected credit losses based on an
expected credit losses ("ECLs") model and a provision matrix, based on days
past due for groupings of various customer segments that have similar loss
patterns. The provision matrix is initially based on the Group's historical
observed default rates, and will be adjusted, when appropriate, to adjust the
historical credit losses experience with forward-looking information.
The allowance for expected credit losses is as follows:
Current 1-30 days 31-90 days 91-180 days More than 180 days Total
31 December 2024
Expected credit loss rate within disposal group held for sale 0.09% 0.09% 3.79% 14.10% 62.94%
Receivables for services within disposal group held for sale 51,605 8,198 1,608 1,050 707 63,168
Allowance for expected credit losses within disposal group held for sale (47) (7) (61) (148) (445) (708)
31 December 2023
Expected credit loss rate 0.04% 0.04% 2.56% 19.63% 64.73%
Receivables for services 48,593 9,313 6,561 954 1,896 67,317
Allowance for expected credit losses (17) (3) (168) (187) (1,248) (1,623)
Foreign currency risk
The Brazil - maritime services segment operates principally in Brazil with a
substantial proportion of its revenue, expenses, assets and liabilities
denominated in Real, exposing the Group to exchange rate fluctuations.
Purchases and sales of goods and services are denominated in Real and US
Dollars. These transactions are subject to currency fluctuations between the
time that the price of goods or services are settled and the actual payment
date. For investing and financing cash flows, the resources and their
application are monitored with the objective of matching the currency cash
flows and due dates. For operating cash flows, the Group seeks to neutralise
the currency risk by matching assets (receivables) and liabilities (payments).
Furthermore, the Group has contracted US Dollar denominated and Real
denominated debt within the maritime services segment, and the related cash
and cash equivalents balances are also US Dollar denominated and Real
denominated. The Group seeks to generate an operating cash surplus in the same
currency in which the debt service of each business is denominated.
The Bermuda - investments segment operates internationally and holds monetary
assets denominated in currencies other than the US Dollar, the functional
currency. Foreign currency risk arises as the value of future transactions,
recognised monetary assets and monetary liabilities denominated in other
currencies fluctuate due to changes in foreign exchange rates.
The Group's policy is not to manage its exposure to foreign exchange movements
in the investment portfolio by entering into any foreign exchange hedging
transactions. Instead, when the Investment Manager formulates a view on the
future direction of foreign exchange rates and the potential impact on the
investment portfolio, the Investment Manager factors that into its portfolio
allocation decisions.
The carrying amount of the Group's foreign currency denominated monetary
assets and monetary liabilities or foreign currency denominated monetary
assets and monetary liabilities classified within a disposal group held for
sale at the reporting date are as follows (presented in US Dollar):
Assets Liabilities
2024 2023 2024 2023
Real 182,541 205,428 (395,239) (461,336)
Sterling 11,539 13,575 (20) (20)
Swiss Franc - 1,983 - -
Euro 20,140 15,747 - -
Yen 5,059 4,948 - -
Total foreign currency denominated monetary items 219,279 241,681 (395,259) (461,356)
The Group is primarily exposed to unfavourable movements in the Real on its
Brazilian monetary assets and liabilities held by US Dollar functional
currency entities. The sensitivity analysis below refers to the position at
the end of the reporting period and estimates the impacts of a Real
devaluation against the US Dollar, considering three scenarios: a likely
scenario (probable), a 25% devaluation scenario (possible) and a 50%
devaluation scenario (remote). The Group uses the Brazilian Central Bank's
"Focus" report to determine the probable scenario.
Currency Amount (US$) Probable scenario Possible scenario (25%) Remote scenario (50%)
31 December 2024
Projected exchange rate 6.00 7.50 9.00
Total assets BRL 182,541 5,850 (31,827) (56,947)
Total liabilities BRL (395,239) (12,667) 68,914 123,301
Net impact (6,817) 37,087 66,354
31 December 2023
Projected exchange rate 4.95 6.19 7.43
Total assets BRL 205,428 (4,511) (44,694) (71,483)
Total liabilities BRL (461,336) 10,131 100,372 160,532
Net impact 5,620 55,678 89,049
The US Dollar/Brazilian Real exchange rate was 6.19 at 31 December 2024 (2023:
4.84).
Market price risk
By the nature of its activities, the Bermuda - investments segment's
investments are exposed to market price fluctuations. However, the portfolio
as a whole does not correlate directly to any Stock Exchange Index as it is
invested in a diversified range of markets. The Investment Manager and the
Board monitor the portfolio valuation on a regular basis and consideration is
given to hedging the portfolio against large market movements.
The sensitivity of the investment portfolio to changes in market prices and
the impact on its fair value and returns at the end of the financial year,
while all other variables are held constant, is as follows:
2024 2023
Decrease of 5% (16,132) (15,458)
Decrease of 10% (32,264) (30,916)
Decrease of 20% (64,527) (61,832)
Interest rate risk
Entities within the maritime services segment borrow funds at both fixed and
floating interest rates. The Group is primarily exposed to unfavourable
movements in the interest rate impacting its floating interest rate
borrowings, which are partially being offset by the impact on its floating
interest rates investments.
The sensitivity analysis below refers to the position at the end of the
reporting period and estimates the impacts of unfavourable movement in the
interest rates, considering three scenarios: a likely scenario (probable), a
25% increase in interest rates over the likely scenario (possible) and a 50%
increase in interest rates over the likely scenario (remote). The net impact
was obtained by assuming a 12-month period starting at the beginning of the
period in which interest rates vary and all other variables are held constant.
The Group uses the Brazilian Central Bank's "Focus" report to determine the
probable scenario.
Risk Amount (US$) Probable scenario Possible scenario (25%) Remote scenario (50%)
31 December 2024
Borrowing Brazilian Interbank Interest Rate (16,779) (107) (247) (382)
Borrowing Brazilian Long-Term Interest Rate (275) - (3) (6)
Borrowing Brazilian National Consumer Prices (43,006) - (453) (902)
Borrowing N/A (fixed interest rates) (216,648) - - -
Investments Brazilian Interbank Interest Rate 43,423 1,466 2,948 4,429
Net impact 1,359 2,245 3,139
31 December 2023
Borrowing Brazilian Interbank Interest Rate (38,361) 452 (265) (967)
Borrowing Brazilian Long-Term Interest Rate (481) - (5) (9)
Borrowing Brazilian National Consumer Prices (58,893) - (663) (1,319)
Borrowing N/A (fixed interest rates) (226,466) - - -
Investments Brazilian Interbank Interest Rate 29,649 (765) (183) 398
Net impact (313) (1,116) (1,897)
Concentration risk
By the nature of its activities, the Bermuda - investments segment's
investments are exposed to concentration of credit risk and market risk based
on geographic exposure and sector exposure. The Investment Manager and the
Board monitor the portfolio composition on a regular basis to ensure it
remains invested in a diversified range of markets to limit the concentration
of exposure by geography and by sector.
At 31 December 2024, the Group has identified concentration risk for the
investment portfolio due to its geographic exposure of US$178.1 million or
55.2% in North America (2023: US$157.7 million or 51.0) and its sector
exposure of US$82.0 million or 25.4% in information technology (2023: US$73.7
million or 23.8%). These exposures are based on the immediate investment into
investment vehicles and may be further affected by specific allocation of
assets within those vehicles.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in
fulfilling obligations associated with its financial liabilities that are
settled with cash payments or other financial assets. The Group's approach in
managing liquidity is to ensure that the Group always has sufficient liquidity
to fulfil its obligations that expire and to meet the expected operational
expenses, under normal and stressed conditions, to avoid damage to the
reputation of the Group. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by
continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. The Group expects to
meet its other obligations from operating cash flows and proceeds of maturing
financial assets.
The following table details the Group's remaining contractual maturity for its
financial liabilities and financial liabilities within a disposal group held
for sale, showing their undiscounted cash flows based on the earliest date on
which the Group can be required to pay, including both interest and principal
payments.
Weighted average effective interest rate% Less than 12 months 1-5 years 5+ years Total
31 December 2024
Trade payables and accruals 0.00% (29,927) - - (29,927)
Variable interest rate instruments 10.04% (24,986) (24,485) (19,019) (68,490)
Fixed interest rate instruments 2.95% (39,699) (104,520) (81,278) (225,497)
Lease liability 13.39% (46,703) (151,445) (591,550) (789,698)
Total contractual cash outflows (141,315) (280,450) (691,847) (1,113,612)
31 December 2023
Trade payables and accruals 0.00% (44,179) - - (44,179)
Variable interest rate instruments 11.06% (26,595) (50,002) (33,384) (109,981)
Fixed interest rate instruments 2.95% (48,629) (124,663) (94,574) (267,866)
Lease liability 13.07% (30,196) (95,752) (382,424) (508,372)
Total contractual cash outflows (149,599) (270,417) (510,382) (930,398)
Limitations of sensitivity analysis
The sensitivity information included in this note demonstrates the estimated
impact of a change in a major input assumption while other assumptions remain
unchanged. There are normally significant levels of correlation between the
assumptions and other factors.
ENQUIRIES
Company Contact
Leslie Rans, CPA
1 (441) 295
1309
Media
David Haggie
Haggie Partners LLP
020 7562 4444
Brokers
Peel Hunt
Edward Allsopp/Charles Batten
020 7418 8900
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