Hansa Investment Company Ltd
Half-Year Report
30 October 2025
The power of investing differently
We are globally diversified, multi-asset class investors who seek to identify compelling investment opportunities in long funds, hedge funds, direct global equities and private assets. We operate without being constrained by benchmarks, but instead seek to conservatively grow capital over time through investing in a blend of best-in-class public and private equities balanced by more defensive all-weather investments.
Long-term, not short-term
In an investment world that is increasingly short-term in nature and momentum driven, we seek to invest for the longer term, playing to our multi-generational roots.
Access to the world’s elite, best-in-class managers
Our long-term outlook, combined with our desire to form lasting multi-year relationships, makes us an attractive partner to many of the world’s elite funds, many of which are unavailable to retail investors.
Dare to be different
Rather than seeking to replicate indices, we look to identify those areas of the market that offer attractive upside, with careful consideration of risks that may incur a permanent impairment of capital, even if this means being unconventional. Importantly, we are nimble and act quickly when needed, priding ourselves on being flexible and independently-minded, as illustrated by our investment in Ocean Wilsons Holdings Limited.
Operating outside the bureaucracies of a large institution
By virtue of being a smaller, dedicated fund management group with significant internal investment, we share an alignment of interest and, importantly, are not driven by asset gathering for the sake of profit maximisation.
To see more: www.hansaicl.com
Financial Summary
| As at 30 September 2025 | Ordinary shares | ‘A’ non-voting ordinary shares |
| NAV per share 405.4p | Share price 260.0p | Share price 254.0p |
| Total assets £486.4m | Discount 35.9% | Discount 37.3% |
Chairman’s Report
Dear Shareholder
Shareholder Returns
The past six months has shown an increase in Hansa Investment Company Limited’s (“Hansa”, HICL, “the Company”) Net Asset Value (NAV) from 384.2p at 31 March 2025 to 405.4p at 30 September 2025.
There has been a reduction in the discount from 38.8% to 35.9% for the Ordinary shares and from 43.5% to 37.3% for the ‘A’ Ordinary shares.
More details about our results can be found in our Portfolio Manager’s detailed review of markets and portfolio performance further on.
Strategy
With the support of the Board, Alec Letchfield and his team at Hansa Capital Partners (“the Manager”) have continued with their strategy of diversification, both as to geographic spread and investment styles with a strong emphasis on retaining investment in best-in-class managers whilst continuing to be on the lookout for new opportunities. The Manager continues to keep turnover to a minimum whilst trying to avoid overreacting to the present volatile environment.
Possible Combination between the Company and Ocean Wilsons Holdings Limited
For those readers unfamiliar with the background to the Possible Combination of the two companies, I draw your attention to my last Chairman’s statement, published as part of the Company’s Annual Report on 15 July 2025. Since that statement, significant progress has been made with the proposed Combination with Ocean Wilsons Holdings Limited (“Ocean Wilsons”).
On 28 July 2025, it was announced that the Company and Ocean Wilsons had agreed the terms of a recommended all-share combination of the two companies, pursuant to which Hansa would acquire the entire issued share capital of Ocean Wilsons (the “Combination”) by way of a court-sanctioned scheme of arrangement of Ocean Wilsons under the Bermuda Companies Act (the “Scheme”). A Prospectus and Circular were published on 14 August 2025 with the Circular including the notice of a General Meeting for Hansa held on 12 September 2025. Ocean Wilsons published a Circular and notified its shareholders of a Court Meeting to approve the Scheme which was also held on the same day as Hansa’s meeting.
On 12 September 2025, Ocean Wilsons announced that the requisite majority of Scheme Shareholders voted to approve the Scheme. Hansa announced that, at its General Meeting, the resolutions had also all passed by a significant majority.
As part of the approval process for the Scheme, as set out in the Circular published by Ocean Wilsons on 14 August 2025, the Court Sanction Hearing was held on 22 September 2025. Had the Scheme been sanctioned by the Court on this date, the Scheme would have completed before our Half-Year end. However, following representations made by counsel on behalf of a shareholder of Ocean Wilsons, the Court approved a delay to the Hearing until 30 October 2025. The delay provides the shareholder additional time to present its objections to the approval of the Scheme by the Court.
At the time of writing, the board and shareholders of both companies now await the outcome of the Bermudan Court’s decision when it reconvenes at the end of October. The Board continues to work towards the timely completion of the Combination. While the scheme is not able to progress until it is sanctioned by the Court, both Companies intend to proceed as quickly as practicable once this hurdle is cleared.
Prospects
I do not need to remind shareholders what a volatile time we feel we are living in. Despite this, financial markets seem to be taking all this in their stride with many stock markets at or near their all time highs. The number of equity investment managers in the West who think their domestic markets are either fully or partially overvalued is at an all time high. Despite this, they remain fully invested. I assume this means there are a number of managers who will hit the sell button pretty quickly and in some size should markets start to underperform. On the positive side there is a vast amount of money on the sidelines in money market funds and the market also has support from potential further interest rate reductions. Any reductions will of course give some much needed support to governments struggling with very high outstanding debt problems.
The interesting performer in recent times continues to be the gold price which has been strongly supported by Central Bank buying in the recent past. It will be interesting to see if this has continued as the gold price heads for $4,300 per oz at the time of writing.
All in all a challenging time for investors. Nonetheless, I would note that the natural diversification in a multi-asset fund such as ours positions us well for the current environment and I remain confident that Alec Letchfield and his team will continue to find suitable risk-adjusted opportunities for shareholders.
Capital allocation, share buyback and dividend policies
As I summarised in Hansa’s year-end report, the Board has given active consideration to its future policies for capital allocation, share buybacks and dividends. As I previously outlined in my statement, as well as in the Prospectus and Circular documents relating to the Combination, the Board has proposed a Capital Allocation policy that: (i) prioritises annual share buybacks of between 2% and 4% of its shares; and (ii) pay dividends only to the extent required to ensure that the new combined company is not treated as a non-mainstream pooled investment.
The Company will not announce any interim dividends ahead of the decision of the Bermudan Court regarding the Combination. The Board will assess the Company’s options should the Combination not proceed.
It is worth noting that the Company has had an unusually high level of dividend income during the current financial year. Of the £13.8m received during the first six months, £12.6m was received from Ocean Wilsons. We do not anticipate any dividends from Ocean Wilsons in the future now that it has sold its investment in Wilson Sons. Similarly, the Company has experienced increased, transaction-based, expenses relating to the Combination. The majority of those costs are not recurring.
FATCA/CRS
As you will have seen in many of my previous statements, as a Bermudan incorporated Investment Company, HICL is required to comply with Bermuda’s specific laws relating to FATCA and CRS annual filings. For the Company to be compliant with these rules, it must have a record of each direct certificated shareholder’s tax residency verified by the individual shareholder themselves. In a continuing effort to comply with these regulations, the Company has started using its powers, within the Amended and Restated Byelaws of the Company adopted on 2 August 2024, to require shareholders to supply it with the relevant information. Accordingly, several notices have been served to shareholders who are missing self-certification data. If you have received such notification, it is imperative you contact the Company’s Registrar without delay.
Asset reunification
The Company is pleased to report further success with its asset reunification project being undertaken in conjunction with Georgeson. Following Georgeson’s work, several shareholders have been reunited with their shareholdings and unclaimed dividends. Georgeson has also advised the Board of a number of shareholders they have been unable to trace. The Board has considered those untraceable shareholders for their eligibility to the Company’s share forfeiture process, which sells the shares of untraceable shareholders in the market returning the sales proceeds to the Company. This benefits existing shareholders by returning dormant shares to the free-float in the market, assisting liquidity, returning the net sale proceeds to the Company and, importantly, improves compliance with FATCA/CRS legislation. The Company’s Bye-Laws specify how the process works. For a shareholding to be eligible for forfeiture, there are two key tests to consider during the period of the past six years. Either, that the shareholder has not claimed a dividend during the six-year period, despite at least three having become payable. Or, that the shareholder has been uncontactable for at least two calendar years, including the most recent two years of the six year period.
In accordance with the Company’s Bye-Laws, final notices have been sent to the last known contact addresses of shareholders holding a total of 392,745 shares across both share classes with an approximate value, including unclaimed dividends, of £1.3m. If the relevant shareholders do not respond by the end of the notification period, those shares will be sold in the market during December 2025 and the proceeds returned to the Company. As previously reported, during the year to 31 March 2025, the Company received £76,000 through this process following the sale of 27,525 of shares across both share classes.
If you have received such a notice, it is imperative you contact Georgeson or the Company’s Registrar ahead of the deadline. Contact details for both can be found towards the end of the report.
Shareholder event
We had planned to hold a shareholder event in London at the end of September 2025 but this was postponed due to the timings of the implementation of the Scheme. The event has been rescheduled for 25 November 2025. Despite the delay in the Scheme, we can confirm that this event will go ahead as planned allowing the Board to present an update to shareholders and expand on our future plans for the Company post-Combination. As with previous events, this will be a hybrid event allowing both in-person and online attendance. Attendees, whether online or at the meeting will have the opportunity to ask questions.
Details will be published in the near future.
Jonathan Davie
Chairman
29 October 2025