REG - Ocean Wilsons Hldgs - Results of Tender Offer and Strike Price

Ocean Wilsons HoldingsAnnouncement

21/07/2025 08:00

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RNS Number : 7569R  Ocean Wilsons Holdings Ltd  21 July 2025

21 July 2025

 

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

 

FOR IMMEDIATE RELEASE

 

Ocean Wilsons Holdings Limited

 

("Ocean Wilsons" or the "Company")

 

Tender Offer Strike Price and Results of Tender Offer

 

Further to Ocean Wilsons' announcement on 17 June 2025 regarding the launch of
the Tender Offer, the Company is today pleased to announce:

 

·      the results of the Tender Offer, which was set out in a
shareholder circular published by the Company on 17 June 2025 (the "Circular")
and closed at 1.00 p.m. on 18 July 2025; and

 

·      the purchase of 7,072,608 Shares, representing 20 per cent. of
the issued share capital of the Company as at 13 June 2025 (being the latest
practicable date prior to publication of the Circular, the "Latest Practicable
Date"), to be completed at a price of 1,543 pence per Share (the "Strike
Price") for a total cost of approximately £109 million.

 

Capitalised terms not otherwise defined in this announcement shall have the
meaning given to them in the Circular.

 

The results of the Tender Offer are as follows:

 

·      9,020,700 Shares were tendered by Qualifying Shareholders at the
Strike Price (or as Strike Price Tenders) which was determined to be the
Minimum Price. Following the scaling-down arrangements described below and
subject to the remaining conditions described in Section 2.1 of Part III
(Details of the Tender Offer) of the Circular being satisfied, 7,072,608 of
those Shares will be purchased on 23 July 2025 at the Strike Price of 1,543
pence per Share.

 

·      The number of Shares being purchased represents 20 per cent. of
the issued share capital of the Company as at the Latest Practicable Date.

 

·      The Strike Price represents:

o  a premium of 11.9 per cent. to the three-month volume weighted average
price of 1,378 pence per Share as at the Latest Practicable Date; and

o  a premium of 3.9 per cent. to the closing price of 1,485 pence per Share
on the Latest Practicable Date.

 

The Tender Offer was oversubscribed, with the aggregate number of Shares
validly tendered by Qualifying Shareholders at the Strike Price (or as Strike
Price Tenders) exceeding 7,072,608 Shares. In line with the procedures set out
in the Circular, not all of such Shares validly tendered will be accepted and
purchased, and tenders will be accepted (or, as the case may be, rejected) in
the following order:

 

·      all Shares validly tendered at the Strike Price (or as Strike
Price Tenders) up to the Guaranteed Entitlement for each relevant holding of
Shares will be accepted and purchased in full;

 

·      in relation to Shareholders who hold fewer than 100 Shares in
total directly on the Register (and have validly tendered their entire holding
of Shares at the Strike Price), the Shares validly tendered by such
Shareholders at the Strike Price (or as Strike Price Tenders) in excess of
their Guaranteed Entitlement ("excess Shares") will be accepted and purchased
in full at the Strike Price;

 

·      in relation to other Shareholders, the Shares validly tendered by
such Shareholders at the Strike Price (or as Strike Price Tenders) in excess
of their Guaranteed Entitlement ("excess Shares") will be scaled down to
approximately 73 per cent. of the number of excess Shares (rounded down to the
nearest whole Share), with the scaled down number of excess Shares accepted
and purchased at the Strike Price; and

 

·     all Shares tendered at a price higher than the Strike Price will be
rejected and will not be purchased in the Tender Offer, and the Guaranteed
Entitlement arrangements will not apply to such Shares.

 

Further information on the scaling down arrangements that apply is contained
in Sections 2.15 and 2.16 of Part III (Details of the Tender Offer) of the
Circular.

 

As set out in the Circular, it is expected that the Tender Offer will become
unconditional on 23 July 2025 and, following the Tender Offer becoming
unconditional, the Company will make an announcement to that effect through a
Regulatory Information Service. Shareholders will be notified in due course
about the level of their shareholdings in the Company following completion of
the Tender Offer.

 

It is anticipated that the proceeds payable to Qualifying Shareholders for an
accepted tender relating to certificated Ordinary Shares will be despatched as
a cheque by not later than 25 July 2025, and that the proceeds payable to
Qualifying Shareholders for an accepted tender relating to uncertificated
Depositary Interests will be paid via a CREST payment made in favour of the
tendering Qualifying Shareholder's payment bank on 25 July 2025.

 

As set out in the Circular, the Shares will be purchased from Shareholders by
Peel Hunt pursuant to the Tender Offer and the Company will subsequently
purchase such Shares from Peel Hunt pursuant to the Option Agreement.
Following such purchase, the Company intends to cancel such Shares, reducing
its issued share capital from 35,363,040 Shares to 28,290,432 Shares.

 

Expected timetable

 

Each of the times and dates set out in the timetable below and throughout this
announcement are indicative only, and may be subject to change, in which event
details of the new times and dates will be notified to Shareholders by
announcement through a Regulatory Information Service.

 

 Unconditional Date for the Tender Offer and purchase of Shares under the        23 July 2025
 Tender Offer
 CREST accounts credited with unsuccessfully tendered uncertificated Depositary  Not later than 24 July 2025
 Interests
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated  25 July 2025
 Depositary Interests
 Despatch of cheques in respect of Tender Offer proceeds for certificated        Not later than 25 July 2025
 Ordinary Shares
 Return of share certificates in respect of unsuccessful tenders of              8 August 2025
 certificated Ordinary Shares
 Despatch of balance share certificates in respect of unsold Ordinary Shares in  8 August 2025
 certificated form

 

About Ocean Wilsons

 

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

 

LEI: 213800U1K395G8PK4I21

 

 

FOR FURTHER INFORMATION PLEASE CONTACT

 

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

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

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

 

IMPORTANT NOTICES

 

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Shares or other
securities.

 

The full terms and conditions of the Tender Offer are set out in the Circular,
which Shareholders are advised to read in full.

 

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

 

This announcement may contain, or have incorporated by reference into it,
'forward-looking statements' with respect to certain of the Company's plans
and its goals and expectations relating to its future financial condition,
performance, results, strategy and objectives.

 

These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements reflect Ocean
Wilsons' current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions
relating to Ocean Wilsons' business, results of operations, financial
position, liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date they are made.

 

Other than in accordance with its legal or regulatory obligations (including
as may be required by the Bermuda Companies Act, the UK Listing Rules, MAR,
the Prospectus Regulation Rules, the Disclosure Guidance and Transparency
Rules and FSMA (as appropriate)), Ocean Wilsons is not under any obligation
and Ocean Wilsons expressly disclaims any intention or obligation (to the
maximum extent permitted by law) to update any forward-looking statements,
whether as a result of new information, future events or otherwise. Recipients
of this announcement and the Circular are therefore cautioned not to put undue
reliance on forward-looking statements.

 

 

ENDS

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