Ocean Wilsons Holdings agrees all-share merger with Hansa Investment

(Alliance News) - Ocean Wilsons Holdings Ltd on Monday said it has agreed the terms for an all-share merger with Hansa Investment Co Ltd that will see the combined firm take on Hansa's name and listing in London as a closed-ended investment fund.

Ocean Wilsons will delist its own shares from London and also from the Bermuda Stock Exchange. Ocean Wilsons currently is a constituent of the FTSE 250 index in London.

The combination was first announced by the two Bermuda-based investment companies back in June. They said it will create a company with "meaningful scale" at GBP900 million in net assets across investment funds, direct equities, and private markets.

Hanseatic Asset Management LBG will be alternative investment fund manager and portfolio manager for the combined company, with Hansa Capital Partners LLP as investment adviser and administrator.

Shareholders of Ocean Wilsons will received 1.4925 new Hansa share units for each Ocean Wilsons share. A Hansa share unit consists of one voting ordinary share and two non-voting A shares.

As a result, Ocean Wilsons shareholders will own 41.4% of the enlarged company and Hansa shareholders will have 58.6%.

Hansa has acceptances for the merger already from Ocean Wilsons shareholders representing 49.9% of its total shares.

In preparation for the combination, Ocean Wilsons recently sold its majority stake in Brazilian port operator Wilson Sons and also completed a tender offer worth GBP123 million, buying back 7.1 million shares, or 20% of its at 1,543 pence per share.

Ocean Wilsons were down 9.3% at 1,324.02p early Monday in London for a GBP376.7 million market capitalisation. Hansa's ordinary shares were up 3.3% at 284.00p. Its class A shares were up 4.1% at 267.54 pence. Hansa has a GBP325.0 million market cap.

By Tom Waite, Alliance News editor

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Hansa Inv.