On 23 May 2021 the Company's principal operating subsidiary, Wilson Sons Limited (“WSL”) made the following announcement to the Brazilian and Luxembourg Stock Exchanges.
Rio de Janeiro, 23 May 2021 – Wilson Sons Limited (B3: WSON33) (“WSL”, “Wilson Sons” or “Group”), informs that at the meeting held on 21 May 2021, Wilson Sons' Board of Directors approved that the necessary preparatory acts and measures be adopted to submit to its shareholders in due course a proposal for the Group's corporate restructuring (“Proposed Restructuring”), which will consist of the Wilson Sons' merger into its controlled subsidiary, Wilson Sons Holdings Brasil S.A. (“WS S.A.”), a corporation established under the laws of the Federative Republic of Brazil, as well as the listing of WS S.A. on the Novo Mercado segment of the Brazilian Stock Exchange (“B3 S.A. – Brasil, Bolsa, Balcão” or “B3”), subject to the approval of the shareholders of WSL and WS S.A., the Bermudian Ministry of Finance, B3 and the Brazilian Securities and Exchange Commission (“CVM”). The Proposed Restructuring is intended to simplify and optimise the Group's corporate structure, increase stock liquidity and facilitate the Wilson Sons' access to capital markets.
Should the Proposed Restructuring be deliberated and approved by the shareholders of WSL and WS S.A., Wilson Sons, its shares, and consequently the Brazilian Depositary Receipts (“BDRs”) programme sponsored by Wilson Sons will cease to exist, and in replacement, all WSL shareholders and former BDR holders will receive WS S.A. shares to be listed on B3's Novo Mercado segment, in principle at the ratio of 1 (one) BDR sponsored by Wilson Sons to 1 (one) share issued by WS S.A.
As a preparatory act for the Proposed Restructuring and as also approved by the Wilson Sons' Board of Directors on 21 May 2021, WS S.A. shall apply for a category A registration with the CVM and the listing of its shares on B3's Novo Mercado segment, noting that the listing request on B3's Novo Mercado will be conditioned to the approval of the Proposed Restructuring.
Upon completion of the Proposed Restructuring the outstanding shares of WS S.A. will be directly owned by all WSL shareholders and former BDR holders, and WS S.A. will continue to be controlled by the Ocean Wilsons Holdings Limited group (“OWHL Group”).'
Wilson Sons estimates that the Proposed Restructuring will be completed in approximately 180 days, counting from the present date. Completion of the Proposed Restructuring is contingent upon corporate and regulatory approvals, including, without limitation, approvals from the CVM and B3.
Wilson Sons will keep its shareholders and the overall market informed on the development of such Proposed Restructuring, in compliance with the provisions of CVM Instruction No. 358, of 3 January 2002, as amended.
On Monday, 24 May 2021 at 14:00 BRT (13:00 in New York and 18:00 in London), Wilson Sons will hold a conference call to present an overview of the Proposed Restructuring.
The Company has been in discussions with Wilson Sons regarding the Proposed Restructuring and is supportive of it. The Proposed Restructuring is not anticipated to have a significant impact on the Company, nor its interest in Wilson Sons.