Ocean Wilsons Holdings Limited (LON:OCN) has provided an update on Q2 2025 net asset value performance and key developments for the Company’s financial year ending 31 December 2025.
NAV performance
As at market close on 30 June 2025, the Company’s investment portfolio was valued at US$340.9 million which represents US$9.64 (£7.03) per Ocean Wilsons share. Including US$603.3 million of cash held prior to completion of the Tender Offer (as defined below), this results in an implied NAV of US$944.2 million (£689.1 million) and an implied NAV per Ocean Wilsons share of US$26.70 (£19.48).
Ocean Wilson’s investment portfolio returned 6.2% in dollar terms for the second quarter, resulting in a year-to-date performance of 5.1%. This performance reflects the Company’s disciplined long-term investment approach, which has delivered attractive returns for shareholders historically, in a challenging macroeconomic environment marked by trade uncertainties and ongoing geopolitical tensions.
Completion of sale of Wilson Sons
On 4 June 2025, the Company completed the sale of its entire 56% interest in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl, a wholly-owned subsidiary of MSC Mediterranean Shipping Company S.A., generating net cash proceeds of US$594 million. The Disposal represented a major milestone for Ocean Wilsons and significantly strengthened the Company’s balance sheet and liquidity position.
Final dividend payment from Wilson Sons
On 18 July 2025, the Company paid a dividend of US$0.59 per share (43 pence per share) to shareholders on the register at the close of business on 27 June 2025. This dividend represented the final distribution received from Wilson Sons in respect of its 2025 financial year and, following the Disposal, will be the last dividend received by the Company and distributed to its shareholders from that holding.
Successful completion of Tender Offer
In connection with the Disposal, the Board of Ocean Wilsons evaluated the best ways to deliver value to shareholders. Following an extensive consultation exercise with shareholders and having considered the resulting feedback, the Company launched a tender offer to return a proportion of the net cash proceeds from the Disposal to shareholders through the repurchase of up to 7,072,608 shares, representing 20% of the issued share capital of the Company, being the largest permissible amount that the Company would be able to acquire whilst ensuring that it did not become a “close company” for the purposes of the UK Corporation Tax Act 2010, in accordance with its bye laws.
The Tender Offer was oversubscribed, with 7,072,608 shares repurchased on 23 July 2025 at a strike price of 1,543 pence per share, for a total consideration of £109.1 million.
Proposed Merger with Hansa
On 28 July 2025, the Boards of Ocean Wilsons and Hansa announced a proposed all-share merger of the two entities to be effected by means of a scheme of arrangement between Ocean Wilsons and its shareholders. The Independent Committee of Ocean Wilsons believes that combining with Hansa will create a larger, stronger company which will benefit from meaningful scale and cost efficiencies and will be well placed to deliver long-term, sustainable shareholder value.
Under the terms of the Combination, and subject to shareholder approval at a meeting convened by the Company to take place on 12 September 2025, each eligible Ocean Wilsons shareholder will be entitled to receive – for each Ocean Wilsons share – 1.4925 new Hansa share units (each comprising one voting Hansa ordinary share and two non-voting Hansa ‘A’ ordinary shares).
The Combination, which represents a merger of the two investment portfolios of Ocean Wilsons and Hansa, is to be implemented on a basis which reflects the respective contributions of shareholders of Ocean Wilsons and Hansa to that combined investment portfolio. Therefore, in order to determine the Exchange Ratio, the respective NAVs of each company as at 30 June 2025 were adjusted to arrive at a formula asset value:
· The key adjustments to Ocean Wilsons’ NAV reflected the cost of the recently completed cash Tender Offer and a write-down on a tax asset, the recovery of which is uncertain, and transaction costs.
· The key adjustments to Hansa’s NAV reflected the difference in the value of Hansa’s holding in Ocean Wilsons at FAV over its carrying value at the share price, and transaction costs.
The Independent Committees of both companies unanimously recommend the Combination to their shareholders, citing benefits including increased scale, enhanced market liquidity and operational efficiencies. The Combination will create a differentiated investment company of meaningful scale, with total net assets in excess of £900 million, and a diversified, global portfolio of investment funds, direct equities and private assets, establishing what the Boards of Hansa and Ocean Wilsons believe will be a strong platform for long-term value creation.
The Combination is expected to complete in late September 2025.
Should the Combination not proceed
Should the Combination not proceed, the Directors will give consideration to the ongoing strategy of the Company and how the balance of the net proceeds of the sale of Wilson Sons will be invested. It may be necessary for the Directors to take appropriate steps in relation to the Company’s listing. In particular, under the UK Listing Rules, it is expected that the Company may cease being eligible for the “equity shares (commercial companies)” listing category and, to remain listed, may be required to transfer to the “closed-ended investment funds” listing category. Pending that transfer, the existing listing of the Company’s shares may be suspended. Such a transfer would require shareholders to approve a resolution with a 75% majority, and there can be no guarantee that such approval would be obtained.
In addition, should the Combination not proceed, the Company’s capital allocation policy would likely be constrained as a result of both the limited scope for further share buybacks in light of restrictions under the UK “close company” regime and the loss of cashflows from the Wilson Sons business to fund future dividends.
If implemented, the Combination may resolve both of these immediate considerations: the Combined Group would retain Hansa’s existing listed status as a closed-ended investment fund under the UK Listing Rules and the proposed capital allocation policy of the Combined Group, pursuant to which it intends to undertake share repurchases of 2% to 4% of its share capital each year, is expected to enhance shareholder returns over the long term. This is in addition to the benefits of scale, diversification and liquidity that would be enjoyed by the Combined Group. Accordingly, the Ocean Wilsons Independent Committee unanimously recommends that Ocean Wilsons shareholders vote in favour of the Scheme at the Court Meeting.
The Ocean Wilsons Independent Committee stresses to shareholders the importance of voting in relation to the Combination. Accordingly, shareholders are encouraged to complete and return the form of proxy or form of direction (as applicable) sent to them along with the scheme document at the earliest opportunity.
Further details regarding the proposed Combination, including a presentation and a FAQ document, have been uploaded to the Ocean Wilsons website for shareholders and can be accessed here: www.oceanwilsons.bm/investors.
