Ocean Wilsons Holdings Limited
(“Ocean Wilsons” or the “Company”)
Proposed return of up to £123 million to Shareholders by way of Tender Offer for up to 7,072,608 Shares
Further to the Company’s announcement on 4 June 2025, the Company is pleased to announce the proposed return of value to its shareholders (“Shareholders“) by way of a tender offer for up to 7,072,608 ordinary shares of 20 pence each in the capital of the Company (including the depositary interests representing such ordinary shares) (“Shares“), representing 20 per cent. of the issued share capital of the Company (the “Tender Offer“).
Shareholders are being invited to tender some or all of their Shares for purchase on the terms and subject to the conditions set out in a shareholder circular (the “Circular“) to be published today.
Shareholders may decide not to participate in the Tender Offer for a number of reasons, including their view of the potential for the value of the Company to increase in the future. In this regard, Shareholders’ attention is drawn to the announcement made by the Company today regarding a potential all-share combination of the Company and Hansa Investment Company Limited by way of an acquisition of the entire issued share capital of the Company pursuant to a Bermudan scheme of arrangement.
Key elements of the Tender Offer
The Tender Offer would return value to Shareholders through the acquisition by the Company of up to 7,072,608 Shares (representing 20 per cent. of the issued share capital of the Company).
The Company has received irrevocable undertakings not to tender any Shares under the Tender Offer from its major, long-term Shareholders, Hansa Investment Company Limited, Victualia Limited Partnership and Christopher Townsend. Accordingly, the Tender Offer is effectively being made in respect of approximately 40.3 per cent. of the Shares held by the Company’s remaining Shareholders.
- The price at which Shares are purchased under the Tender Offer will be set by way of a “reverse Dutch auction” whereby Qualifying Shareholders will be able to tender some or all of their Shares in the following ways:
- at whatever price is ultimately determined under the terms of the Tender Offer to be the Strike Price (as defined below), without selecting one of the specified prices;
- at one of the five specified prices within the range of 1,543 pence per Share to 1,736 pence per Share (the “Price Range“); or
- at different prices within the range of the specified prices.
- The Price Range represents (i) a premium of 11.9 per cent. to 25.9 per cent. to the three-month volume weighted average price of 1,378 pence per Share as at 13 June 2025 (the “Latest Practicable Date“) and (ii) a premium of 3.9 per cent. to 16.9 per cent. to the closing price of 1,485 pence per Share on the Latest Practicable Date.
- All successfully tendered Shares will be acquired at a single price (the “Strike Price“), as set out in the Circular.
Shareholders will have the option to tender more than their respective pro rata proportion of Shares, subject to the scaling-down arrangements described in the Circular.
The Tender Offer will open on 18 June 2025 and will close at 1.00 p.m. on 18 July 2025, unless such dates are altered by means of an announcement through a Regulatory Information Service.
The Strike Price in pence per Share to be paid to Qualifying Shareholders who have successfully tendered their Shares will be announced promptly once it has been determined, which is expected to be on 21 July 2025.
The Tender Offer consideration is expected to be despatched to Qualifying Shareholders who have successfully tendered their Shares by 25 July 2025.
A summary of the key terms of the Tender Offer is included later in this announcement.
Benefits of the Tender Offer
The benefits of the Tender Offer are that:
- it provides Shareholders with access to meaningful near-term liquidity;
- it is available to all Qualifying Shareholders regardless of the size of their holdings;
- Qualifying Shareholders have a choice as to whether (and to what extent) they participate in the Tender Offer or not, such that:
- it provides Qualifying Shareholders who wish to reduce their holdings of Shares with an opportunity to do so at a market-driven price at a premium to the current Share price, and with the option to tender more than their respective pro rata proportion of Shares, subject to the scaling-down arrangements described in the Circular; and
- Qualifying Shareholders who wish to retain their current investment in Shares are not required to participate in the Tender Offer;
- as opposed to a Share buyback programme, the Tender Offer will enable a material sum of cash to be returned to Shareholders swiftly in a single transaction; and
- for UK resident individual shareholders, the Tender Offer should generally be taxed at capital gains rates.
The Tender Offer will result in Shares being repurchased and cancelled at a discount to the Company’s current net asset value per Share. It will therefore be accretive to the Company’s net asset value per Share.
Circular
The Circular, containing the full terms and conditions of the Tender Offer and instructions to Qualifying Shareholders on how to tender their Shares should they wish to do, will be sent to Shareholders today.
The Circular will also be available on the Company’s website at https://www.oceanwilsons.bm/investors. Copies of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Tender Offer is not subject to Shareholder approval.
This summary should be read in conjunction with the full text of this announcement and the Circular.
Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Appendix to this announcement and the Circular.
The person responsible for arranging the release of this announcement on behalf of Ocean Wilsons is Leslie Rans, Chief Operating and Financial Officer.
About Ocean Wilsons
Ocean Wilsons is a Bermuda investment holding company listed on both the London Stock Exchange and the Bermuda Stock Exchange. Ocean Wilsons’ active business comprises Ocean Wilsons (Investments) Limited, an entity that holds an actively managed diversified portfolio of international investments.