Announcement • Dec 09
Hansa Investment Company Limited (LSE:HAN) a fund managed by Hanseatic Asset Management LBG completed the acquisition of Ocean Wilsons Holdings Limited (LSE:OCN) from Christopher Townsend, Victualia Limited Partnership and others.
Hansa Investment Company Limited (LSE:HAN) a fund managed by Hanseatic Asset Management LBG reached preliminary agreement to acquire Ocean Wilsons Holdings Limited (LSE:OCN) from Christopher Townsend, Victualia Limited Partnership and others for approximately £250 million on June 17, 2025. Under the terms of the Scheme, Ocean Wilsons shareholders would be entitled to receive, in exchange for their Ocean Wilsons shares, new Hansa shares, which will be issued in units comprising one Hansa voting ordinary share and two Hansa non-voting 'A' ordinary shares ("Hansa Share Units"), being the same ratio in which Hansa's shares are currently issued. It is proposed that, on completion of the Possible Combination, Andrey Berzins and Christopher Townsend, existing directors of Ocean Wilsons, will join the Board of Hansa. Under the terms of the Scheme, Ocean Wilsons shareholders would be entitled to receive, in exchange for their Ocean Wilsons shares, new Hansa shares, which will be issued in units comprising one Hansa voting ordinary share and two Hansa non-voting 'A' ordinary shares ("Hansa Share Units"), being the same ratio in which Hansa's shares are currently issued. In addition, the Possible Combination is expected to be conditional on the approval by the requisite majority of holders of Hansa voting ordinary shares present and voting of resolutions to authorise the issue of Hansa shares to Ocean Wilsons shareholders and to amend Hansa's existing investment policy so as to permit the acquisition of further Ocean Wilsons shares in connection with the Possible Combination, as well as on customary matters relating to the admission to listing and trading of the new Hansa shares. The Possible Combination is subject to the satisfaction or waiver of a number of customary pre-conditions, including, amongst other things, the completion of mutual confirmatory due diligence to the satisfaction of Hansa and Ocean Wilsons and the definitive agreement of terms in respect of the Possible Combination. Accordingly, there can be no certainty that the Possible Combination will proceed, nor as to its terms. As of July 28, 2025, Hansa Investment Company Limited and Ocean Wilsons Holdings Limited are pleased to announce that they have agreed the terms of a recommended all-share combination of Ocean Wilsons and Hansa, pursuant to which Hansa will acquire the entire issued and to be issued share capital of Ocean Wilsons. Under the terms of the Combination, eligible Ocean Wilsons Shareholders will, in aggregate, receive approximately 28,264,460 New Hansa Share Units, comprising approximately 28,264,460 New Hansa Ordinary Shares and 56,528,920 New Hansa 'A' Ordinary Shares. Immediately following Completion, existing Ocean Wilsons Shareholders will hold approximately 41.40 per cent. and existing Hansa Shareholders will hold approximately 58.60 per cent., respectively, of both the issued voting share capital and the issued non-voting share capital of the Combined Group. As of September 12, 2025, Ocean Wilsons is pleased to announce that the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting. As of September 23, 2025 the Court Sanction Hearing commenced yesterday and has, by order of the Court, been adjourned for the purpose of affording Arnhold additional time to present its objection to the sanctioning of the Scheme by the Court. The Court has consequently ordered that the Court Sanction Hearing will take place on 30 and 31 October 2025, following exchange of evidence by Ocean Wilsons and Arnhold. As of October 31, 2025, due to the adverse weather conditions resulting from the proximity of Hurricane Melissa to Bermuda, the Court time available has been reduced and, as such, the Court Sanction Hearing will continue through to November 3, 2025. As of November 3, 2025, The Court has sanctioned hearing. The Court has confirmed that it intends to hand down judgment as to the sanctioning of the Scheme as soon as possible. On November 4, 2025, Ocean Wilsons announced that the Court Sanction Hearing concluded on November 3, 2025 and that the Court had confirmed its intention to hand down judgment as to the sanctioning of the Scheme as soon as possible. Ocean Wilsons is pleased to announce that the Court delivered its judgment yesterday sanctioning the Scheme. On December 3, 2025, Ocean Wilsons announced that the Court had delivered its judgment sanctioning the Scheme on December 2, 2025. Hansa notes the announcement today by Ocean Wilsons that the Court has issued the Court Order sanctioning the Scheme.
Winterflood Securities Limited acted as financial advisor to Hansa, Peel Hunt LLP acted as financial advisor to Ocean Wilsons, Dentons UK and Middle East LLP is acting as legal adviser to Hansa as to English law, and Conyers Dill & Pearman Limited is acting as legal adviser to Hansa as to Bermudian law, in each case in connection with the Possible Combination. Slaughter and May is acting as legal adviser to Ocean Wilsons as to English law, and Carey Olsen Bermuda Limited is acting as legal adviser to Ocean Wilsons as to Bermudian law, in each case in connection with the Possible Combination.
Hansa Investment Company Limited (LSE:HAN) a fund managed by Hanseatic Asset Management LBG completed the acquisition of Ocean Wilsons Holdings Limited (LSE:OCN) from Christopher Townsend, Victualia Limited Partnership and others on December 9, 2025.
