The boards of directors of Hansa Investment Company and Ocean Wilsons Holdings have reached preliminary agreement on the key terms of a possible all-share combination of Hansa and Ocean Wilsons, under which Hansa would acquire the entire issued and to be issued share capital of Ocean Wilsons. Hansa has held a strategic stake in Ocean Wilsons for over 66 years.
Ocean Wilsons shareholders would be entitled to receive a combination of voting ordinary shares and non-voting ‘A’ ordinary shares in Hansa (in the ratio of one voting and two non-voting shares), on the basis of an exchange ratio to be determined by reference to the relative valuation of Hansa’s and Ocean Wilsons’ adjusted net assets. The valuation date for this would be 30 June 2025.
Ocean Wilsons has been assessing strategic options to maximise shareholder value following the sale of its 56% interest in Wilson Sons, which completed on 4 June 2025. Some of the proceeds of that are being returned to investors through a tender offer for up to 7,072,608 Ocean Wilsons shares.
It helps that the investment portfolios of the two companies are complementary. Clearly, the combined vehicle will be larger, more liquid, and more efficient. In addition, a new reduced fee rate and tiered management fee structure is being proposed. The new fee would be 0.8% of Hansa’s NAV up to £500m and 0.7% thereafter. That compares to 1% of NAV for both Hansa and Ocean Wilsons, currently.
Andrey Berzins and Christopher Townsend, existing directors of Ocean Wilsons, will join the board of Hansa.
Hansa has received indications of support from 53.76% in aggregate of the holders of its voting ordinary shares. Ocean Wilsons has received indications of support from 32.58% in aggregate of its shareholders who will be able to vote on the scheme (being all shareholders other than Hansa).
The enlarged vehicle will implement a policy of on-market share buybacks of between 2% and 4% of its issued share capital (which may include both voting ordinary shares and non-voting A ordinary shares). As before, dividends will be paid only to the extent necessary to ensure that the combined group is not treated as a non-mainstream pooled investment.
[QD comment, James Carthew: Hansa’s track record of discount control is pretty appalling. Currently, the A shares trade on a 44.1% discount and the voting shares 38.9%. Enfranchising the non-voting A shares would go a long way to fixing that, but it will not happen. These buyback commitments look like a drop in the Ocean – pun intended.]
HAN / HANA : Hansa plans combination with Ocean Wilsons
