23 September 2025
RECOMMENDED ALL-SHARE COMBINATION OF OCEAN WILSONS HOLDINGS LIMITED
AND HANSA INVESTMENT COMPANY LIMITED
ADJOURNMENT OF COURT SANCTION HEARING
On 28 July 2025, the boards of Ocean Wilsons Holdings Limited (“Ocean Wilsons“) and Hansa Investment Company Limited (“Hansa“) announced that they had 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 (the “Combination“). The Combination is to be effected by means of a court-sanctioned scheme of arrangement of Ocean Wilsons under section 99 of the Bermuda Companies Act (the “Scheme“).
On 14 August 2025, Ocean Wilsons published a circular in relation to the Scheme (the “Scheme Document“). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as set out in the Scheme Document.
On 12 September 2025, Ocean Wilsons announced that, at the Court Meeting held earlier that day, the requisite majority of Scheme Shareholders voted to approve the Scheme (the “12 September Announcement“). Full details of the resolution passed at the Court Meeting are set out in the notice of the Court Meeting (Part IX of the Scheme Document).
On 19 September 2025, Ocean Wilsons announced that Arnhold LLC (“Arnhold“) had notified Ocean Wilsons of its intention to appear at the Court Sanction Hearing and object to the sanctioning of the Scheme.
Adjournment of Court Sanction Hearing
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 the Company and Arnhold. The Ocean Wilsons Independent Committee does not see any merit in the objections to the Scheme raised by Arnhold to date, remains confident in the prospects of the Scheme being sanctioned by the Court and will continue to work towards Completion of the Combination as expeditiously as possible for the benefit of Ocean Wilsons Shareholders.
Expected timetable
An updated expected timetable of principal events for the implementation of the Combination is set out in the Appendix to this announcement and the relevant times and dates set out in the 12 September Announcement (and in the Expected Timetable of Principal Events in the Scheme Document) should be considered to be amended accordingly. If any of the key dates and/or times set out in the timetable change, the revised dates and/or times will be notified to Ocean Wilsons Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange and, separately, through the Bermuda Stock Exchange.