REG - Ocean Wilsons Hldgs - Response to Arnhold LLC’s letter to shareholders

Ocean Wilsons HoldingsAnnouncement

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RNS Number : 2094X  Ocean Wilsons Holdings Ltd  29 August 2025

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

 

FOR IMMEDIATE RELEASE

 

29 August 2025

 

Ocean Wilsons Holdings Limited

 

("Ocean Wilsons" or the "Company")

 

Response to Arnhold LLC's letter to shareholders

 

Ocean Wilsons acknowledges the open letter dated 25 August 2025 addressed to
its shareholders that was published by Arnhold LLC on 26 August 2026 (the
"Open Letter"). The Company welcomes feedback from all shareholders and
continues to engage extensively with them as has long been its practice. The
Open Letter was published following substantial private engagement by Ocean
Wilsons with Arnhold LLC, and the topics raised in the letter were discussed
at length as part of this engagement. Given the public nature of the Open
Letter, the Ocean Wilsons Independent Committee wishes to respond in a similar
manner in order to address and correct a number of misleading and inaccurate
statements made by Arnhold LLC relating to the proposed combination between
Ocean Wilsons and Hansa Investment Company Limited ("Hansa") (the
"Combination").

 

The Company's response to the Open Letter is published on its website and can
be accessed via this link:
https://www.oceanwilsons.bm/investors/proposed-all-share-combination-hansa-investment-company-limited-and-ocean-wilsons
(https://www.oceanwilsons.bm/investors/proposed-all-share-combination-hansa-investment-company-limited-and-ocean-wilsons)

 

In addition to the Company's response to the Open letter, shareholders can
also access via the link above the Combination FAQs, the Combination
presentation as well as the key documents pertaining to the Combination such
as the Scheme Document and Form of Proxy.

 

ENDS

 

About Ocean Wilsons

 

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

 

LEI: 213800U1K395G8PK4I21

 

FOR FURTHER INFORMATION PLEASE CONTACT:

 

 Ocean Wilsons Holdings Limited                                 +1 (441) 295 1309

 Leslie Rans

 Peel Hunt LLP - Financial adviser and broker to Ocean Wilsons  +44 (0) 20 7418 8900

 Ed Allsopp

 Charles Batten

 Tom Graham

 FTI Consulting - PR adviser to Ocean Wilsons                   +44 (0) 20 3727 1000

 Ed Berry                                                       oceanwilsons@fticonsulting.com

 Alex Le May

 Alexander Davis

 

Important Notices

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is

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

 

Further Information

 

This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of any securities, or the solicitation of
any vote or approval in any jurisdiction, pursuant to the Combination or
otherwise nor will there be any sale, issuance, exchange or transfer of
securities of Hansa or Ocean Wilsons pursuant to the Combination or otherwise
in any jurisdiction in contravention of applicable law.

 

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

 

This announcement has been prepared for the purpose of complying with
Bermudian and English law, the Market Abuse Regulation and the UK Listing
Rules and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom and Bermuda.

 

The Combination will be subject to the applicable requirements of the London
Stock Exchange, the Bermuda Stock Exchange and the FCA.

 

This announcement does not constitute a prospectus or prospectus exemption
document for the purposes of Article 1(4) or (5) of the UK Prospectus
Regulation.

 

Forward-Looking Statements

 

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

 

Neither Ocean Wilsons, nor any of its associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Given these risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.

 

Other than in accordance with their legal or regulatory obligations, Ocean
Wilsons is under no obligation, and Ocean Wilsons expressly disclaim any
intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

 

A non-exclusive list of the important factors that could cause actual results
to differ materially from those in such forward-looking statements includes:
(a) changes in the global political, economic, business and competitive
environments and in market and regulatory forces; (b) changes in future
exchange and interest rates; (c) changes in tax rates; (d) future business
combinations or disposals; (e) changes in general economic and business
conditions; (f) changes in the behaviour of other market participants; (g)
weak, volatile or illiquid capital and/or credit markets; and (h) changes in
laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.

 

Additionally, the Combination is subject to risks and uncertainties,
including: (i) Hansa and Ocean Wilsons may be unable to complete the
Combination because, among other reasons, conditions to completion may not be
satisfied or waived, or either party may be entitled to terminate the
Combination; (ii) uncertainty as to the timing of Completion; (iii) the
ability to obtain approval of the Combination by Ocean Wilsons shareholders or
of the Hansa resolutions by Hansa shareholders; (iv) uncertainty as to the
long-term value of the new Hansa shares to be issued to Ocean Wilsons
shareholders in connection with the Combination; (v) the ability of the
Independent Committees of each of Ocean Wilsons and Hansa to withdraw their
respective recommendations relating to the Combination; and (vi) the outcome
of any legal proceedings to the extent initiated against Hansa, Ocean Wilsons
and others relating to the Combination, as well as the responses of Hansa and
Ocean Wilsons to any of the aforementioned factors.

 

Neither Ocean Wilsons nor Hansa undertakes any obligation to update publicly
or revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.

 

No profit forecasts or estimates

 

No statement in this announcement (including any statement of estimated costs
savings or synergies) is intended as a profit forecast or estimate for any
period and no statement in this announcement should be intended to mean that
earnings, earnings per share, net asset value or net asset value per share for
Ocean Wilsons or the Combined Group, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share, net asset value or net asset value per share for
Ocean Wilsons or Hansa, as appropriate.

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