REG - Ocean Wilsons Hldgs - Half-year Report
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RNS Number : 2546B Ocean Wilsons Holdings Ltd 30 September 2025
Ocean Wilsons Holdings Limited
Interim results for the period ended 30 June 2025
About Ocean Wilsons Holdings Limited
Ocean Wilsons Holdings Limited ("Ocean Wilsons" or "the Company") is a
Bermuda-based investment holding company, dual-listed on the London Stock
Exchange and the Bermuda Stock Exchange. Our principal asset, Ocean Wilsons
(Investments) Limited ("OWIL"), is an actively managed investment fund with a
global, diversified portfolio designed to deliver sustainable long-term
returns.
Data Highlights
KEY DATA (in US$ millions)
6 months ended 6 months ended Change
30 June 2025 30 June 2024
Profit from continuing operations 10.4 8.4 +2.0 +23.8%
Gain on sale of discontinued operations 224.4 n/a n/a n/a
Investment portfolio net return 14.7 10.6 +4.1 +38.7%
Net cash inflow/(outflow) from continuing operations 543.6 (28.8) +572.4 n/a
At 30 June At 31 December 2024 Change
2025
Investment portfolio assets 340.9 325.9 +15.0 +4.6%
Net assets 944.2 839.4 +104.8 +12.5%
SHARE DATA
6 months ended 6 months ended Change
30 June 2025 30 June 2024
Dividend declared per share (USD) 181 cents 85 cents +96 cents +112.9%
Earnings per share (USD) 785.0 cents 71.1 cents +713.9 cents +1,004.1%
Earnings per share from continuing operations (USD) 29.4 cents 23.8 cents +5.6 cents +23.5%
12 months ended
31 December 2024
Earnings per share (USD) 202.7 cents
At 30 June At 31 December 2024 Change
2025
Share price (GBP) 15.00 13.00 +2.00 +15.4%
Chair's Statement
The year 2025 so far has been a period of considerable change and reflection
for Ocean Wilsons.
The sale of the Company's 56% interest in Wilson Sons S.A. was completed on 4
June which realised net cash proceeds of US$594m to the Company.
Subsequently, on 17 June, the Company announced a share buyback, via a Tender
Offer, for 20% of the issued share capital. The Tender Offer completed on 23
July at 1543p per share, returning £109m to shareholders. Our largest
shareholders chose not to participate, thereby enhancing the capital available
to those other shareholders who did. This balanced some shareholders' desire
for liquidity with the major shareholders' continued support for the Company's
strategy of long-term investment.
On 28 July, the Company announced a proposed all-share merger with Hansa
Investment Company Limited ("HICL"), structured on the basis of relative
contributions of the fair value of net assets. On 12 September, of the
Company's shareholders who were eligible to vote on the proposed merger, 80.5%
by shares held and 76.6% by number of shareholders voted in favour, thereby
approving the proposed merger by the required thresholds.
As part of the approval process set out in the Scheme Document, the Court
Sanction hearing was held on 22 September. Following representations from
counsel on behalf of Arnhold LLC, the Court approved a delay to the hearing
until 30 October. The delay affords Arnhold additional time to present its
objection to the sanctioning of the Scheme by the Court. The Board respects
the Court's decision and notes the clear shareholder support for the merger
and the shareholder approval obtained thereon. We continue to work towards the
timely completion of the transaction and will provide further updates in due
course.
This Interim Report marks the first interim report since the completion of the
Wilson Sons sale on 4 June and covers the performance of the Company for the
six months ended 30 June 2025. It reflects both the proceeds from that
transaction and the performance of OWIL which delivered a 5.1% return in the
first half of 2025. Equity markets in North America experienced significant
swings during the period reflecting shifting geopolitical dynamics, trade
policy uncertainty, and changing expectations for interest rates. Against this
backdrop, the portfolio's blend of listed equities and private equity holdings
provided both resilience and participation in the recovery, underscoring the
benefit of our diversified, long-term investment approach. The portfolio
continues to be managed with an emphasis on capital growth, diversification,
and disciplined risk management, consistent with the Company's philosophy of
patient capital.
Investment Manager's Report
Market Backdrop
After moving sideways in the first three months of the year, global equity
markets suffered a jolt at the start of April, falling sharply on Trump's
announcement of significant "reciprocal" tariffs, before staging a recovery as
these were delayed or otherwise renegotiated in a way that persuaded investors
their impact would not be as great as initially feared. From mid-April, equity
markets gained strongly, while dollar weakness has continued to be a notable
theme.
Notably, equity market performance has broadened out, with European equities
outperforming US equities, and emerging markets outperforming developed
markets. Enthusiasm over developments in AI suffered a setback in the first
few months of the year, although the sector strengthened in the second quarter
as data around usage were very strong, driving AI infrastructure spend.
The investment portfolio returned 5.1% gross and 4.6% net over the first half
of the year, ahead of the 3.7% return of the inflation-based performance
benchmark (US CPI Urban Consumers NSA + 3%).
Portfolio Commentary
Public Equity and Directional Hedge Funds
The investment portfolio's strongest performance was in the public equity and
directional hedge funds. The best returns came from outside the US, with
European, Japanese and Emerging Market holdings being particularly strong. In
Europe, Helikon Long Short Equity Fund has performed exceptionally well,
gaining 60.7%, benefiting from names in in the materials, financials and
utilities sectors. The manager has been very successful in identifying unique
situations that have been accretive, such as a Polish utility company and a
Greek bank. In Japan, where large cap growth stocks have performed well, Arcus
Japan, Alma Eikoh Japan Large Cap and Simplex Value Up returned 10.2%, 13.0%
and 14.5%, respectively. Within Emerging Markets, BlackRock Frontiers (+13.5%)
and Redwheel Next Generation Emerging Markets (+14.5%) performed well.
Private Markets
While private equity has lagged public markets in the last couple of years,
there have been some significant valuation gains this year, especially in the
newer investments. Within Europe there was good performance from Five Arrows
and PAI, while one of the older venture capital fund-of-funds, Stepstone
Global Partners IV, made another distribution in March 2025 and now has a net
multiple of 3x. One new commitment was made to KKR North America XIV in the
first half of the year. This fund will continue the manager's successful
strategy of acquiring controlling stakes in upper middle market and large cap
US companies.
Defensive Positioning
The portfolio's defensive silo delivered positive returns in the first half of
the year. With higher yields now than a few years ago, there was solid
performance from many of the fixed income positions. BioPharma Credit and
Lazard Convertible Global gained 7.3% and 8.8%, respectively, while the credit
funds Apollo Total Return and CQS Credit Multi Asset both gained about 3%.
Within the hedge fund space, Global Event Partners did well with a 7.0%
return, and Nephila Iron Catastrophe Fund, a specialist strategy investing in
catastrophe bonds, gained 4.4%, reflecting an extremely strong pricing
environment. Systematic trend-following funds have had a difficult couple of
years, and the market volatility early this year caused them to struggle
further, although they have begun to pick up in recent months. However,
Schroder GAIA BlueTrend, Winton Trend and John Street Systematic all detracted
from performance over the first half of this year.
Looking Forward
Although we didn't anticipate the specifics of the tariff announcements, we
were not surprised that his actions caused significant market volatility.
However, we held our nerve by remaining invested, playing to our long-term
strengths. Resisting capitulating at precisely the wrong point served us well,
as markets recovered once the tariffs were delayed or renegotiated. There
remains a question as to whether there will be further tariff announcements,
and if the tariffs ultimately cause a downturn or, worse, a recession.
Fortunately, the US economy is starting from a position of strength albeit
time will tell if this is enough to ward off any negative market fallout.
Portfolios need to be managed very carefully in this backdrop and a tried and
tested process is essential. No longer are we underpinned by the rising tide
of falling inflation, low rates and abundant liquidity. Instead, we need to
contend with a world where the geopolitical situation has become increasingly
unstable. Nonetheless, we are blessed by the length of our investment horizon
and not being required to mindlessly track indices. Diversification will be
key in such a backdrop, something which we are well placed to apply at Hansa
given our expertise across geographies, sectors and asset classes.
Investment Portfolio Returns
30 June 2025 30 June 2024 3 Years 5 Years
p.a. p.a.
OWIL Gross return 5.1% 3.9% 7.3% 7.7%
OWIL Net return* 4.6% 3.3% 6.2% 6.5%
Performance Benchmark** 3.7% 3.9% 5.9% 7.6%
60:40 MSCI ACWI and Bloomberg Global Treasury 9.1% 4.5% 10.6% 6.9%
MSCI ACWI + FM NR US$ 10.1% 11.3% 17.3% 13.6%
Bloomberg Global Treasury TR US$ (Unhedged) 7.5% (4.9%) (2.5%) 3.1%
MSCI Emerging Markets NR US$ 15.3% 7.5% 6.8% 7.6%
* Net of management and performance fees.
** The OWIL Performance Benchmark is an absolute benchmark of US CPI Urban
Consumers NSA +3% p.a.
Investment Portfolio at 30 June 2025
Holding Market Value US$000 % of NAV Primary Focus
iShares Core S&P 500 UCITS ETF 34,465 10.1 US Equities - Long Only
BlackRock Strategic Equity Hedge Fund 18,186 5.3 Global Equities - Hedge
Findlay Park American Fund 16,235 4.8 US Equities - Long Only
Select Equity Offshore, Ltd 14,134 4.1 US Equities - Long Only
Helikon Long Short Equity Fund ICAV 9,436 2.8 Europe Equities - Long Short
Pershing Square Holdings Ltd 9,356 2.7 US Equities - Long Only
Schroder ISF Global Recovery 7,832 2.3 Global Equities - Long Only
Polar Capital Global Insurance Fund 7,740 2.3 Financials Equities - Long Only
Polar Capital Global Technology Fund 7,651 2.2 Technology Equities - Long Only
Schroder ISF Asian Total Return Fund 7,008 2.1 Asia ex-Japan Equities - Long Only
Top 10 Holdings 132,043 38.7
iShares Expanded Tech Sector ETF 6,673 2.0 Technology Equities - Long Only
BA Beutel Goodman US Value Fund 6,250 1.8 US Equities - Long Only
NTAsian Discovery Fund 5,958 1.7 Asia ex-Japan Equities - Long Only
NG Capital Partners II, LP 5,172 1.5 Private Assets - Latin America
Simplex Value Up Trust 5,097 1.5 Japan Equities - Long Only
Egerton Long-Short Fund 5,062 1.5 Global Equities - Hedge
iShares Core MSCI Europe UCITS ETF 4,858 1.4 Europe Equities - Long Only
KKR Americas XII 4,801 1.4 Private Assets - North America
Selwood AM - Liquid Credit Strategy 4,602 1.4 Market Neutral - Global Bonds
Global Event Partners Ltd 4,358 1.3 Market Neutral - Event-Driven
Top 20 Holdings 184,874 54.2
Navegar I, LP 4,263 1.3 Private Assets - Asia
TA Associates XIV-B, LP 4,105 1.2 Private Assets - Global Growth
Armistice Capital Offshore Fund Ltd 4,078 1.2 US Equities - Hedge
KKR North America Fund XIII, SCSp 4,076 1.2 Private Assets - US Venture Capital
RA Capital International Healthcare Fund 4,031 1.2 Healthcare Equities - Long Short
TA Associates XIII-A, LP 3,967 1.2 Private Assets - Global Growth
Stepstone VC Global Partners VI-B (strategic), LP 3,926 1.2 Private Assets - US Venture Capital
BPEA Private Equity Fund VII, L.P. 3,700 1.1 Private Assets - Asia
Worldwide Healthcare Trust PLC 3,531 1.0 Healthcare Equities - Long Only
Silver Lake Partners VI, LP 3,501 1.0 Private Assets - Global Technology
Top 30 Holdings 224,052 65.7
Remaining Holdings, Cash and Cash Equivalents 116,806 34.3
TOTAL 340,858 100.0
Financial Report
Following the Company's agreement in October 2024 to sell its full ownership
interest in Wilson Sons, and in accordance with IFRS 5 "Non-current Assets
Held for Sale and Discontinued Operations", the results of Wilson Sons were
reported as discontinued operations and its assets and liabilities were
classified as held for sale in the Company's 31 December 2024 Annual Report.
As the transaction was completed on 4 June 2025, the gain on the sale has been
included in the profit from discontinued operations as well as the results of
Wilson Sons until that date. Note 4 to the interim consolidated financial
statements provides details on the gain on sale, the profit and other
comprehensive income and cash flows from discontinued operations until the
date of the sale, and the assets and liabilities held for sale as at the date
of the sale.
Profit
The increase in total profit for the period of US$273.2 million to US$311.6
million (2024: US$38.4 million) was generated by the gain on sale of
discontinued operations of US$224.4 million, the increase in profit of
discontinued operations of US$46.8 million and the increase in profit of
continuing operations of US$2.0 million.
Profit from Continuing Operations (OWIL and Corporate)
The investment portfolio returns for the period increased by US$4.3 million to
US$16.6 million (2024: US$12.3 million) and comprised earnings of US$7.5
million (2024: US$0.1 million), realised gains of US$5.2 million (2024: US$6.4
million), and unrealised gains of US$3.9 million (2024: US$5.8 million).
Investment portfolio expenses increased US$0.2 million to US$1.9 million
(2024: US$1.7 million), in line with the growth of the portfolio assets and
performance fees of US$0.1 million being earned this period (2024: none).
Corporate expenses increased US$5.4 million to US$7.2 million (2024: US$1.8
million) which is entirely related to legal and professional fees associated
with the various strategic review transactions and the sale of the Company's
stake in Wilson Sons.
Finance income of US$2.3 million (2024: US$0.2 million) was generated on the
increased cash and cash equivalent balance, while foreign exchange gains of
US$0.6 million on monetary items represented an increase of US$1.2 million
from the foreign exchange losses on monetary items of US$0.6 million in the
comparative period.
This resulted in a profit for the period for continuing operations of US$10.4
million (2024: US$8.4 million) and US$2.0 million higher than the comparative
period.
Profit from Discontinued Operations (Wilson Sons)
Profit from discontinued operations of US$301.2 million (2024: US$30.0
million) was US$271.2 million higher than the prior period, as it includes the
gain on the sale of Wilson Sons of US$224.4 million (2024: none). The
remaining increase of US$46.9 million was generated by the operations of
Wilson Sons that returned a profit of US$76.9 million for the current period
until the sale on 4 June 2025, compared to a profit of US$30.0 million for the
six months ended 30 June 2024.
Exchange Rates
The Group reports in USD and prior to the sale of Wilson Sons had revenues,
costs, assets and liabilities in both BRL and USD. Therefore, movements in the
USD/BRL exchange rate influenced the Group's results either positively or
negatively from year to year. From 1 January 2025 to 4 June 2025, the BRL
appreciated 10% against the USD from R$6.30 to R$5.67, while in the six months
to 30 June 2024 the BRL depreciated 14.9% against the USD from R$4.84 at 1
January 2024 to R$5.56 at the period end.
Profit for the period
The profit for the period attributable to the equity holders of the Company
was US$277.6 million (2024: US$25.2 million), including US$10.4 million (2024:
US$ 8.4 million) generated from continuing operations and US$267.2 million
(2024: US$ 16.7 million) generated from discontinued operations, including the
gain on sale of Wilson Sons. The profit attributable to the non-controlling
interests was US$34.0 million (2024: US$13.3 million), entirely generated from
discontinued operations.
Cash Flows
Net cash inflow from continuing operations for the period of US$543.6 million
was US$572.4 million higher than prior year (2024: outflow of US$28.8
million), driven by the net consideration of US$594.2 million received for the
disposal of Wilson Sons during the current period.
Dividends of US$43.1 million were paid to shareholders of Ocean Wilsons (2024:
US$30.1 million), with an additional US$20.9 million declared during the
period and paid after the end of the period (2024: nil).
Other matters
Risk Management
The Board reported on the effectiveness of the systems of risk management and
internal controls of the Company in the Annual Report for the year ended 31
December 2024. A risk register detailing the principal risks can be found in
the Report of Directors of the 2024 Annual Report and Financial Statements
which are available on the Company website at www.oceanwilsons.bm
(http://www.oceanwilsons.bm) .
The Group managed its risks in a manner that reflected its structure of two
distinct businesses, with specific processes for identifying, evaluating and
managing key risks. Following the completion of the sale of Wilson Sons on 4
June 2024, the principal risks related to Wilson Sons are no longer
applicable. The Board notes that otherwise, there have been no substantive
changes to the risk assessment during the reporting period for continuing
operations.
Related party transactions
Related party transactions during the period are set out in note 9 of the
interim consolidated financial statements.
Going concern
The Group closely monitors and manages its liquidity risk. The Group has
considerable financial resources including US$616.3 million in cash and cash
equivalents and no borrowings. The investment portfolio has outstanding
commitments totalling US$43.4 million in respect of investment subscriptions,
including US$2.2 million expected to be called within one year, for which
details are provided in note 5 to the interim consolidated financial
statements. The timing of these commitments may be accelerated or delayed in
comparison with those indicated in note 5, however highly liquid investments
are held significantly in excess of those commitments.
The Group's business activities together with the factors likely to affect its
future development and performance are set out in the Chair's statement
together with the Investment Manager's report. Based on the Group's year to
date results and cash forecasts, the Directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operation for the foreseeable future.
Responsibility statement
The Directors confirm that this interim financial information has been
prepared in accordance with IAS 34 and that the interim management report
includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
· an indication of important events that have occurred during the
first six months and their impact on the set of interim consolidated financial
statements and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related party transactions in the first six months and
any material changes in the related party transactions described in the last
Annual Report.
Caroline Foulger
Chair
28 September 2025
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Interim Consolidated Statement of Profit or Loss and Other Comprehensive
Income
(Unaudited) For the 6 months ended 30 June 2025
(Expressed in thousands of US Dollars)
Note Unaudited 30 June 2025 Unaudited 30 June 2024
Continuing operations
Investment portfolio returns 5 16,639 12,308
Investment portfolio expenses 5 (1,921) (1,706)
Corporate expenses 6 (7,207) (1,823)
Finance income 8 2,291 243
Foreign exchange gains/(losses) on monetary items 607 (611)
Profit for the period from continuing operations 10,409 8,411
Discontinued operations
Profit of discontinued operations 4 76,864 30,016
Gain on sale of discontinued operations 4 224,350 -
Profit for the period from discontinued operations 301,214 30,016
Total profit for the period 311,623 38,427
Other comprehensive income
Other comprehensive income from continuing operations - -
Other comprehensive income/(loss) from discontinued operations 4 8,701 (16,764)
Other comprehensive income/(loss) for the period 8,701 (16,764)
Total comprehensive income for the period 320,324 21,663
Profit for the period attributable to:
Equity holders of the Company from continuing operations 10,409 8,411
Equity holders of the Company from discontinued operations 267,205 16,742
Equity holders of the Company 277,614 25,153
Non-controlling interests from continuing operations - -
Non-controlling interests from discontinued operations 34,009 13,274
Non-controlling interests 34,009 13,274
311,623 38,427
Total comprehensive income for the period attributable to:
Equity holders of the Company from continuing operations 10,409 8,411
Equity holders of the Company from discontinued operations 272,089 7,293
Equity holders of the Company 282,498 15,704
Non-controlling interests from continuing operations - -
Non-controlling interests from discontinued operations 37,826 5,959
Non-controlling interests 37,826 5,959
320,324 21,663
Earnings per share
Basic and diluted from continuing operations 11 29.4c 23.8c
Basic and diluted from discontinued operations 11 755.6c 47.3c
Basic and diluted 785.0c 71.1c
Interim Consolidated Statement of Financial Position
(Unaudited) At 30 June 2025
(Expressed in thousands of US Dollars)
Note Unaudited 30 June 2025 Audited 31 December 2024
Current assets
Cash and cash equivalents 8 616,258 38,847
Accrued income 108 357
Investment portfolio assets 5 340,953 322,636
Prepaid tax 4 9,240 -
Assets within disposal group held for sale 4 - 1,100,920
Total assets 966,559 1,462,760
Current liabilities
Trade payables and accruals (1,447) (633)
Dividends payable 10 (20,864) -
Liabilities within disposal group held for sale 4 - (622,738)
Total liabilities (22,311) (623,371)
Capital and reserves
Share capital 11,390 11,390
Retained earnings 932,858 719,236
Translation reserve 4 - (102,757)
Equity attributable to equity holders of the Company 944,248 627,869
Non-controlling interests 4 - 211,520
Total equity 944,248 839,389
Signed on behalf of the Board
F. Beck A. Berzins
Director
Director
Interim Consolidated Statement of Changes in Equity
(Unaudited) For the 6 months ended 30 June 2025
(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 2024 11,390 676,817 (86,703) 601,504 214,310 815,814
Profit for the period - continuing operations - 8,411 - 8,411 - 8,411
Profit for the period - discontinued operations - 16,742 - 16,742 13,274 30,016
Other comprehensive loss - discontinued operations - - (9,449) (9,449) (7,315) (16,764)
Total comprehensive income/(loss) for the period - 25,153 (9,449) 15,704 5,959 21,663
Dividends to equity holders of the Company - (30,059) - (30,059) - (30,059)
Dividends to non-controlling interests - discontinued operations - - - - (17,686) (17,686)
Equity transactions in subsidiary - discontinued operations - 45 - 45 34 79
Balance at 30 June 2024 11,390 671,956 (96,152) 587,194 202,617 789,811
Balance at 1 January 2025 11,390 719,236 (102,757) 627,869 211,520 839,389
Profit for the period - continuing operations - 10,409 - 10,409 - 10,409
Profit for the period - discontinued operations - 267,205 - 267,205 34,009 301,214
Other comprehensive income - discontinued operations - - 4,884 4,884 3,817 8,701
Total comprehensive income for the period - 277,614 4,884 282,498 37,826 320,324
Disposal of subsidiary - discontinued operations - - 97,873 97,873 (222,538) (124,665)
Dividends to equity holders of the Company - (64,007) - (64,007) - (64,007)
Dividends to non-controlling interests - discontinued operations - - - - (26,820) (26,820)
Equity transactions in subsidiary - discontinued operations - 15 - 15 12 27
Balance at 30 June 2025 11,390 932,858 - 944,248 - 944,248
Amounts in the interim consolidated statement of changes in equity are stated
net of tax where applicable
Interim Consolidated Statement of Cash Flows
(Unaudited) For the 6 months ended 30 June 2025
(Expressed in thousands of US Dollars)
Note Unaudited 30 June 2025 Unaudited 30 June 2024
OPERATING ACTIVITIES
Continuing operations
Profit for the period 10,409 8,411
Adjustment for:
Investment portfolio returns 5 (16,639) (12,308)
Finance income (2,291) (243)
Foreign exchange (gains)/losses on monetary items (607) 611
Changes in:
Other current assets 249 (3,541)
Trade and other payables 814 213
Net cash outflow from operating activities - continuing operations (8,065) (6,857)
Net cash inflow from operating activities - discontinued operations 4 70,133 97,355
Net cash inflow from operating activities 62,068 90,498
INVESTING ACTIVITIES
Continuing operations
Finance income 2,291 243
Income from financial assets 5 7,475 119
Purchase of investment portfolio assets 5 (25,812) (20,346)
Proceeds on disposal of investment portfolio assets 5 16,659 28,077
Net consideration received from disposal of subsidiary 4 594,195 -
Net cash inflow from investing activities - continuing operations 594,808 8,093
Net cash outflow from investing activities - discontinued operations 4 (18,791) (23,569)
Net cash inflow/(outflow) from investing activities 576,017 (15,476)
FINANCING ACTIVITIES
Continuing operations
Dividends paid to equity holders of the Company 10 (43,143) (30,059)
Net cash outflow from financing activities - continuing operations (43,143) (30,059)
Net cash outflow from financing activities - discontinued operations 4 (37,730) (36,318)
Net cash outflow from financing activities (80,873) (66,377)
Cash and cash equivalents at beginning of period 118,363 69,367
Cash and cash equivalents - continuing operations 38,847 21,167
Cash and cash equivalents - discontinued operations 79,516 48,200
Total net increase in cash and cash equivalents 557,212 8,645
Total net cash increase/(decrease) - continuing operations 543,600 (28,823)
Total net cash increase - discontinued operations 13,612 37,468
Net movement within the Group - -
Dividends received from subsidiary - continuing operations 33,546 23,840
Dividends paid to parent company - discontinued operations (33,546) (23,840)
Total effect of foreign exchange rate changes 7,355 (11,829)
Effect of foreign exchange rate changes - continuing operations 265 (611)
Effect of foreign exchange rate changes - discontinued operations 7,090 (11,218)
Cash and cash equivalents disposed of through sale of subsidiary (66,672) -
Cash and cash equivalents disposed of - discontinued operations (66,672) -
Total cash and cash equivalents at end of period 616,258 66,183
Cash and cash equivalents - continuing operations 616,258 15,573
Cash and cash equivalents - discontinued operations - 50,610
Notes to the Interim Consolidated Financial Statements
(Unaudited) For the period ended 30 June 2025
(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 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 interim consolidated financial statements comprise the Company and its
subsidiaries (the "Group").
These interim consolidated financial statements were approved by the Board on
28 September 2025.
2 Material accounting policies and critical accounting
judgements
These interim consolidated financial statements have been prepared in
accordance with IAS 34 - Interim Financial Reporting and follow the same
accounting policies disclosed in the Company's 31 December 2024 annual report.
These interim consolidated financial statements do not include all the
information required in the annual report and should be read in conjunction
with the Company's 31 December 2024 annual report.
3 Business and geographical segments
The Group 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 was disposed of through a
transaction completed on 4 June 2025, for which further details are presented
in note 4. 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 financial information by segment is as follows:
For the period ended 30 June 2025 (unaudited) Brazil - maritime services Bermuda - investments Corporate Consolidated
Results
Investment portfolio returns - 16,639 - 16,639
Investment portfolio expenses - (1,921) - (1,921)
Corporate expenses - - (7,207) (7,207)
Finance income - - 2,291 2,291
Foreign exchange gains on monetary items - 93 514 607
Profit/(loss) from continuing operations - 14,811 (4,402) 10,409
Profit from discontinued operations 76,864 - - 76,864
Gain on sale of discontinued operations - - 224,350 224,350
Profit for the period 76,864 14,811 219,948 311,623
Financial position at 30 June 2025 (unaudited)
Segment assets - 340,711 625,848 966,559
Segment liabilities - (389) (21,922) (22,311)
For the period ended 30 June 2024 (unaudited) Brazil - maritime services Bermuda - investments Corporate Consolidated
Results
Investment portfolio returns - 12,308 - 12,308
Investment portfolio expenses - (1,706) - (1,706)
Corporate expenses - - (1,823) (1,823)
Finance income - - 243 243
Foreign exchange losses on monetary items - (19) (592) (611)
Profit/(loss) from continuing operations - 10,583 (2,172) 8,411
Profit from discontinued operations 30,016 - - 30,016
Profit/(loss) for the period 30,016 10,583 (2,172) 38,427
Financial position at 31 December 2024 (audited)
Segment assets 1,100,920 325,807 36,033 1,462,760
Segment liabilities (622,738) (296) (337) (623,371)
4 Discontinued operations
In October 2024, the Board of the Company committed to sell its full ownership
interest in Wilson Sons S.A. ("Wilson Sons") to SAS Shipping Agencies Services
Sàrl. The transaction was completed on 4 June 2025 for a cash consideration
of BRL 17.50 per share of Wilson Sons, totalling BRL 4.352 billion (US$767.6
million).
Accordingly, the assets and liabilities of Wilson Sons, which represents the
entire maritime services segment, have been classified as part of a disposal
group held for sale in the Company's 31 December 2024 annual report, and its
results have been presented as discontinued operations for the current and
comparative period.
The gain on sale of discontinued operations can be disaggregated as follows:
4 June 2025
Transaction total cash consideration 767,563
Brazilian capital gains tax (142,519)
Brokerage fees and currency hedging costs (30,849)
Net cash consideration received 594,195
Recognition of prepaid tax asset 8,898
Derecognition of assets and liabilities sold (503,408)
Derecognition of non-controlling interests 222,538
Reclassification of translation reserve (97,873)
Gain on sale of discontinued operations 224,350
On 4 June 2025, the Company paid BRL 808.0 million (US$142.5 million) in
Brazilian capital gains tax and of this amount, BRL 50.4 million (US$8.9
million) was deposited with the Brazilian courts and recognised as a prepaid
tax asset. The Company is contesting this portion of the tax payment,
asserting that it is not payable due to the impact of foreign exchange rate
fluctuations used in calculating the acquisition cost base of its investment
in Wilson Sons.
A formal claim has been filed with the Brazilian courts, and the Company is
being represented in this matter by the Brazilian law firm Pinheiro
Guimarães. The legal process is expected to take several years to be
resolved, which is typical for cases of this nature in Brazil.
The profit and other comprehensive income from discontinued operations from
the maritime services segment can be disaggregated as follows:
Unaudited for the period ended 4 June 2025 30 June 2024
Sales of services 220,573 262,363
Raw materials and consumables used (15,111) (18,216)
Employee charges and benefits expenses (58,968) (74,704)
Other operating expenses (47,042) (60,852)
Depreciation and amortisation expenses - (37,052)
Gain on disposal of property, plant and equipment 164 29
Foreign exchange losses on monetary items (702) (613)
Share of results of joint ventures and associates 768 103
Other income 5,841 4,701
Finance costs (13,620) (18,512)
Profit before tax from discontinued operations 91,903 57,247
Tax expense (15,039) (27,231)
Profit from discontinued operations 76,864 30,016
Other comprehensive income
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations 8,701 (16,764)
Other comprehensive income/(loss) from discontinued operations 8,701 (16,764)
Total comprehensive income from discontinued operations 85,565 13,252
The assets and liabilities as at the date of the sale and the assets and
liabilities part of the disposal group classified as held for sale at the
comparative period end are as follows:
Unaudited at Audited at 31 December 2024
4 June 2025
Cash and cash equivalents 66,672 79,516
Trade and other receivables 68,802 70,174
Recoverable taxes 26,684 31,120
Inventories 19,437 18,558
Other assets 41,195 16,050
Investment in joint ventures and associates 98,599 97,777
Deferred tax assets 22,581 22,262
Property, plant and equipment 616,372 578,576
Right-of-use assets 185,364 161,917
Other intangible assets 12,232 11,908
Goodwill 13,225 13,062
Total assets disposed of/held for sale 1,171,163 1,100,920
Trade and other payables (86,134) (69,869)
Bank loans (276,815) (276,708)
Tax liabilities (15,910) (9,499)
Deferred tax liabilities (76,938) (78,100)
Lease liabilities (199,843) (177,742)
Provisions for legal claims (10,274) (9,191)
Post-employment benefits (1,841) (1,629)
Total liabilities disposed of/held for sale (667,755) (622,738)
Net carrying value 503,408 478,182
The cash flows from discontinued operations from the maritime services segment
can be disaggregated as follows:
Unaudited for the period ended 4 June 2025 30 June 2024
Operating activities
Profit for the period 76,864 30,016
Adjustment for:
Depreciation and amortisation - 37,052
Gain on disposal of property, plant and equipment (164) (29)
Provisions for legal claims 1,083 896
Share of results of joint ventures and associates (768) (103)
Other income (5,841) (4,701)
Finance costs 13,620 18,512
Foreign exchange losses on monetary items 702 613
Share based payment expense in subsidiary 27 79
Tax expense 15,039 27,231
Changes in:
Inventories (879) 539
Trade and other receivables 1,372 1,002
Other assets (25,145) 330
Trade and other payables 16,265 10,442
Interest paid (11,894) (16,284)
Taxes paid (10,148) (8,240)
Net cash inflow from operating activities 70,133 97,355
Investing activities
Income received from financial assets 4,145 2,790
Purchase of property, plant and equipment (23,635) (26,334)
Proceeds on disposal of property, plant and equipment 437 122
Purchase of intangible assets (18) (147)
Dividends received from joint ventures and associates 280 -
Net cash used in investing activities (18,791) (23,569)
Financing activities
Dividends paid to non-controlling interests (26,820) (17,686)
Repayments of bank loans principal (24,401) (26,043)
Payments of lease liabilities (4,861) (5,656)
New bank loans drawn down 18,352 13,067
Net cash used in financing activities (37,730) (36,318)
Cash and cash equivalents at beginning of period 79,516 48,200
Net increase in cash and cash equivalents 13,612 37,468
Dividends paid to parent company (33,546) (23,840)
Effect of foreign exchange rate changes 7,090 (11,218)
Cash and cash equivalents at end of period 66,672 50,610
5 Investment portfolio
The investment portfolio returns can be disaggregated as follows:
Unaudited for the period ended 30 June 2025 30 June 2024
Earnings (net of expenses) 7,475 119
Realised gains 5,233 6,390
Unrealised gains 3,931 5,799
Investment portfolio returns 16,639 12,308
The investment portfolio expenses can be disaggregated as follows:
Unaudited for the period ended 30 June 2025 30 June 2024
Management fees (1,634) (1,581)
Performance fees (108) -
Investment portfolio operating expenses (179) (125)
Investment portfolio expenses (1,921) (1,706)
The movement in the investment portfolio assets is as follows:
Unaudited at 30 June 2025 Audited at 31 December 2024
Opening balance 322,636 309,158
Purchases 25,812 60,541
Proceeds on disposal (16,659) (54,120)
Realised gains 5,233 13,484
Unrealised gains/(losses) 3,931 (6,427)
Closing balance 340,953 322,636
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:
Unaudited at 30 June 2025 Audited at 31 December 2024
Within one year 2,210 2,523
In the second to fifth year inclusive 7,845 7,205
After five years 33,321 34,035
Total commitment for capital subscriptions 43,376 43,763
6 Corporate expenses
Corporate expenses can be disaggregated as follows:
Unaudited for the period ended 30 June 2025 30 June 2024
Operating expenses (676) (667)
Employee charges (318) (271)
Legal and professional fees (5,515) (233)
Audit fees (346) (300)
Directors' fees (352) (352)
Total corporate expenses (7,207) (1,823)
7 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 were subject to Brazilian
corporation tax and Brazilian social contribution tax calculated at
respectively 25% and 9% (2024: 25% and 9%) of the taxable profit for the
period.
8 Cash and cash equivalents
The composition of cash and cash equivalents is as follows:
Unaudited at 30 June 2025 Audited at 31 December 2024
Cash and bank deposits 2,325 4,197
Fixed deposits 21,000 34,650
Money market fund 592,933 -
Total cash and cash equivalents 616,258 38,847
9 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)
Unaudited at 30 June 2025 Unaudited at 30 June 2024 Unaudited at 30 June 2025 Audited at 31 December 2024
Joint ventures and associates
Wilson, Sons Ultratug Participações S.A.(1) 261 571 - 6,459
Argonáutica Engenharia e Pesquisas S.A.(2) (35) (25) - (3)
Others
Hanseatic Asset Management LBG(3,4) (1,742) (1,581) (280) (276)
Hansa Capital Partners LLP(5) (9) (32) - -
(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.
Remuneration of key management personnel
The remuneration of the executive directors and other key management of the
Group is as follows:
Unaudited for the period ended 30 June 2025 30 June 2024
Short-term employee benefits (3,328) (3,807)
Post-employment benefits (26) (32)
Share based payment expense (24) (79)
Total remuneration of key management personnel (3,378) (3,918)
Remuneration of key management personnel - continuing operations (259) (232)
Remuneration of key management personnel - discontinued operations (3,119) (3,686)
10 Dividends
The dividends declared and paid by the Company to its shareholders were as
follows:
Unaudited for the period ended 30 June 2025 30 June 2024
Dividends declared - 181c per share (2024: 85c per share) 64,007 30,059
Dividends paid - 122c per share (2024: 85c per share) 43,143 30,059
Dividends payable - 59c per share (2024: nil) 20,864 -
11 Earnings per share
The calculation of the basic and diluted earnings per share is as follows:
Unaudited for the period ended 30 June 2025 30 June 2024
Profit for the period attributable to equity holders of the Company
From continuing operations 10,409 8,411
From discontinued operations 267,205 16,742
Weighted average number of ordinary shares 35,363,040 35,363,040
Earnings per share from continuing operations - basic and diluted 29.4c 23.8c
Earnings per share from discontinued operations - basic and diluted 755.6c 47.3c
Earnings per share - basic and diluted 785.0c 71.1c
The Company has no dilutive or potentially dilutive ordinary shares.
12 Financial instruments
The carrying and fair value of financial instruments are as follows:
Unaudited 30 June 2025 Audited 31 December 2024
Carrying Fair Carrying Fair
value value value value
Financial assets
Cash and cash equivalents 616,258 616,258 38,847 38,847
Investment portfolio 340,953 340,953 322,636 322,636
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 (1,447) (1,447) (633) (633)
Financial liabilities within disposal group held for sale
Trade and other payables - - (69,869) (69,869)
Bank loans - - (276,708) (276,707)
The financial instruments recognised in the interim 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
30 June 2025 (unaudited)
Investment portfolio 67,330 156,299 117,324 340,953
31 December 2024 (audited)
Investment portfolio 53,879 151,521 117,236 322,636
Bank loans within disposal group held for sale - (276,708) - (276,708)
During the periods ended 30 June 2025 and 2024, no financial instruments were
transferred between levels.
The movement in Level 3 financial instruments for the period is as follows:
Unaudited at 30 June 2025 Audited at 31 December 2024
Opening balance 117,236 118,271
Purchases 6,200 12,611
Proceeds on disposal and repayments of capital (1,265) (1,305)
Realised losses - (6,424)
Unrealised losses (4,847) (5,917)
Closing balance 117,324 117,236
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:
Unaudited at 30 June 2025 Audited at 31 December 2024
Decrease of 5% (5,866) (5,862)
Decrease of 10% (11,732) (11,724)
Decrease of 20% (23,465) (23,447)
13 Subsequent events
On 17 June 2025, the Company announced it would launch a tender offer to
return capital to its shareholders through the repurchase of up to 20% of its
issued share capital (35,363,040 shares). The tender offer closed on 18 July
2025 and was fully subscribed, with 7,072,608 shares repurchased at a strike
price of 1,543 pence per share, for a total consideration of £109.1 million
(US$149.5 million). The tender offer became unconditional on 23 July
2025, after which the Company has 28,290,432 shares outstanding.
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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