REG - Ocean Wilsons Hldgs - Update on sale of interest in Wilson Sons S.A.

Ocean Wilsons HoldingsAnnouncement

20/03/2025 07:15

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RNS Number : 3848B  Ocean Wilsons Holdings Ltd  20 March 2025

20 March 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")

 

Update on sale of interest in Wilson Sons S.A. to SAS Shipping Agencies
Services Sàrl

 

Further to the Company's announcement on 21 October 2024 regarding the agreed
sale by its wholly-owned subsidiary, OW Overseas (Investments) Limited, of its
56% interest in Wilson Sons S.A. ("Wilson Sons") to SAS Shipping Agencies
Services Sàrl, a wholly-owned subsidiary of MSC Mediterranean Shipping
Company SA (the "Transaction"), the Company is pleased to provide an update on
the Transaction and the intended use of net proceeds arising from it.

 

Timing of the Transaction

 

As previously announced, completion of the Transaction is conditional on the
receipt of applicable regulatory clearances and other conditions precedent.
Good progress is being made towards the satisfaction of those regulatory
clearances and other conditions precedent, with the Brazilian Administrative
Council for Economic Defense having published its preliminary approval of the
Transaction on 18 March 2025. As a result, the Company now anticipates the
prospect of the Transaction completing in Q2 or Q3 2025, although this timing
is not certain and remains subject to the ongoing regulatory review process
and satisfaction or waiver of the remaining conditions precedent.

 

Use of net proceeds

 

Tender Offer

 

Following its announcement of the Transaction, the Board has undertaken an
extensive consultation exercise with shareholders regarding its application of
the net proceeds of the Transaction. Having considered the feedback from that
exercise, the Board confirms 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 (the "Shares"),
representing 20% of the issued share capital of the Company (the "Tender
Offer").

 

Should the Company's major, long-term shareholders, Hansa Investment Company
Limited ("HICL"), Victualia Limited Partnership and Christopher Townsend, who
together hold Shares representing 50.41% of the issued share capital of the
Company, not participate in the Tender Offer, the Tender Offer would
effectively be made in respect of approximately 40.3% of the Shares held by
the Company's remaining shareholders. The Board intends to enable shareholders
to tender more than their respective pro rata proportions of Shares as part of
the Tender Offer, subject to a customary scale-back mechanism to take account
of over-subscription.

 

The Tender Offer has been sized on the basis that it is the largest
practicable that the Company is currently able to undertake whilst 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.

 

Amendment to the Company's bye-laws

 

In order to facilitate the Tender Offer, the Board believes that it would be
advisable to make certain amendments to the Company's bye-laws. The Company's
bye-laws currently contain mandatory offer provisions (under bye-laws 171 to
182 (inclusive)) which may require a shareholder to make a mandatory offer for
the Company in the event that its shareholding percentage increases to 30% or
more, even if only passively by way of the Company repurchasing Shares from
other shareholders. As such, in light of the current shareholding in the
Company of its largest shareholder, HICL, these mandatory offer provisions
would require HICL to participate in the Tender Offer to ensure that its
shareholding does not increase to 30% or more, representing an effective
restriction on the size of return of value to other shareholders that the
Company is able to undertake at this time.

 

Accordingly, at its annual general meeting on 30 April 2025 (the "2025 AGM"),
the Board intends to propose to shareholders a resolution to approve certain
amendments to the Company's bye-laws to ensure that these provisions do not
require a shareholder to make a mandatory offer for the Company in
circumstances where that shareholder's percentage shareholding increases to
30% or more only as a result of the Company repurchasing Shares from other
shareholders. The proposed amendments to the bye-laws would therefore give the
Company the flexibility to implement the Tender Offer without requiring HICL
to participate, thereby maximising the return of value to other shareholders.

 

Further details of this resolution are set out in the notice of the 2025 AGM,
published as part of the Company's annual report in respect of the year ended
31 December 2024 on 20 March 2025.

 

Remaining net proceeds

 

The Board continues to consider a range of strategic options in relation to
its use of the rest of the net proceeds of the Transaction remaining after
completion of the Tender Offer. The Board expects to make a further
announcement as and when appropriate.

 

 

About Ocean Wilsons

 

Ocean Wilsons is a Bermuda investment holding company listed on both the
London Stock Exchange and the Bermuda Stock Exchange. The Group comprises two
primary investments, Ocean Wilsons (Investments) Limited, an entity that
holds an actively managed diversified portfolio of international investments,
and Wilson Sons.

 

LEI: 213800U1K395G8PK4I21

 

About Wilson Sons

 

Wilson Sons is listed on the B3 Brazilian stock exchange (B3 S.A. - Brasil,
Bolsa, Balcão) and is one of the largest providers of maritime services in
Brazil with activities including towage, container terminals, offshore oil and
gas support services, small vessel construction, logistics and ship agency.
Wilson Sons has a presence in most major ports in Brazil.

 

Wilson Sons is led by its CEO, Fernando Salek, and overseen by its board of
directors.

 

 

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) 207 418 8900
 Ed Allsopp
 Charles Batten
 Tom Graham

 

 

IMPORTANT NOTICES

 

No statement in this announcement is intended as a profit forecast and no
statement in this announcement should be interpreted to mean that the future
earnings per share, profits, margins or cash flows of Ocean Wilsons following
the Transaction will necessarily match or be greater than the historical
published earnings per share, profits, margins or cash flows of Ocean Wilsons.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect Ocean Wilsons' current 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.

 

You are advised to read this announcement in its entirety and the Company's
other disclosures (including, without limitation, its annual report in respect
of the year ended 31 December 2024) for a further discussion of the factors
that could affect the Group's future performance. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this announcement may not occur.

 

This announcement does not constitute and should not be construed as, an offer
to purchase or sell or issue securities, or otherwise constitute an
inducement, invitation, commitment, solicitation or recommendation to any
person to purchase, subscribe for, or otherwise acquire securities in Ocean
Wilsons, or constitute an inducement to enter into any investment activity in
any jurisdiction. Nothing contained in this announcement is intended to, nor
shall it, form the basis of, or be relied on in connection with, any contract
or commitment whatsoever and, in particular, must not be used in making any
investment decision.

 

The distribution of this announcement in or from certain jurisdictions may be
restricted or prohibited by the laws of any jurisdiction other than the UK.
Recipients of this announcement are required to inform themselves of, and
comply with, all restrictions or prohibitions in such other jurisdictions. Any
failure to comply with applicable requirements may constitute a violation of
the laws and/or regulations of such other jurisdictions.

 

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.

 

Save as required by the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the UK Listing Rules or by applicable law, each of Ocean
Wilsons, Peel Hunt and their respective affiliates and representatives
expressly disclaim any intention, obligation or undertaking to update, review
or revise any of the information or the conclusions contained herein,
including forward-looking or other statements contained in this announcement,
or to correct any inaccuracies which may become apparent whether as a result
of new information, future developments or otherwise.

 

 

ENDS

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