RECOMMENDED ALL-SHARE COMBINATION
OF
OCEAN WILSONS HOLDINGS LIMITED
AND
HANSA INVESTMENT COMPANY LIMITED
FAVOURABLE JUDGMENT ON 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“) by means of a court-sanctioned scheme of arrangement of Ocean Wilsons under section 99 of the Bermuda Companies Act (the “Scheme“).
The circular in relation to the Scheme (the “Scheme Document“) was published on 14 August 2025. 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. 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 23 September 2025, Ocean Wilsons announced that the Court Sanction Hearing had been adjourned, by order of the Court, for the purpose of affording Arnhold LLC (“Arnhold“) additional time to present its objection to the sanctioning of the Scheme by the Court (the “23 September Announcement“)).
On 31 October 2025, Ocean Wilsons announced that the adjourned Court Sanction Hearing, which had commenced on 30 October 2025 as scheduled, would continue through to 3 November 2025 because of adverse weather conditions resulting from the proximity of Hurricane Melissa to Bermuda (the “31 October Announcement“).
On 4 November 2025, Ocean Wilsons announced that the Court Sanction Hearing concluded on 3 November 2025 and that the Court had confirmed its intention to hand down judgment as to the sanctioning of the Scheme as soon as possible.
Favourable judgment on Court Sanction Hearing
Ocean Wilsons is pleased to announce that the Court delivered its judgment yesterday sanctioning the Scheme.
Ocean Wilsons will now take steps to submit the final Court Order to the Court for sealing. The Scheme can only become effective when a copy of the sealed Court Order has been delivered to the Registrar of Companies and, as such, Ocean Wilsons can only move forward to completion of the Combination once the sealed Court Order has been issued.
The Ocean Wilsons Independent Committee will continue to work towards completion of the Combination as expeditiously as possible for the benefit of Ocean Wilsons Shareholders.
Ocean Wilsons will make further announcements in due course as appropriate.
Expected timetable
An updated expected timetable of principal events for the implementation of the Combination will be published once the sealed Court Order has been issued. As set out in the 31 October Announcement, the relevant times and dates set out in the 23 September Announcement (and in the Expected Timetable of Principal Events in the Scheme Document) no longer apply.