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Hansa Investment Company Limited held a General Meeting on 12 September 2025, where shareholders passed all resolutions related to its proposed all-share combination to acquire Ocean Wilsons Holdings Limited. These resolutions included increasing authorised share capital to 80,000,000 Ordinary Shares and 160,000,000 'A' Ordinary Shares (97.67% for) and increasing the maximum aggregate annual Director fees to US$900,000 (97.58% for). The Ocean Wilsons Scheme Sanction Court Hearing is scheduled to commence on 22 September 2025.
| Date | 12 Sept 2025 |
| Time | 16:23:02 |
| Category | AGMs and other meetings |
| ID | 2059Z |
THE COMBINATION TO WHICH THIS ANNOUNCEMENT RELATES IS NOT SUBJECT TO THE UK CITY CODE ON TAKEOVERS AND MERGERS.
FOR IMMEDIATE RELEASE
LEI: 213800RS2PWJXS2QDF66
12 September 2025
HANSA INVESTMENT COMPANY LIMITED
RESULT OF GENERAL MEETING
On 28 July 2025, the boards of Hansa Investment Company Limited ("Hansa") and Ocean Wilsons Holdings Limited ("Ocean Wilsons") announced that they had agreed the terms of a recommended all-share combination of Hansa and Ocean Wilsons, pursuant to which Hansa will acquire the entire issued and to be issued share capital of Ocean Wilsons (the "Combination"). The Combination is to be effected by means of a court-sanctioned scheme of arrangement of Ocean Wilsons under section 99 of the Bermuda Companies Act.
Hansa held a General Meeting earlier today in connection with the proposed Combination and is pleased to announce that all the resolutions set out in the Notice of General Meeting were passed by the requisite majority on a poll. Full details of the resolutions passed are set out in the notice of the General Meeting contained on pages 31 and 32 of the circular to shareholders published by Hansa on 14 August 2025 (the "Hansa Circular").
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as set out in the Hansa Circular and all references to times in this announcement are to London time unless otherwise stated.
The details of the proxy votes lodged are set out below:
|
Resolution |
Votes For |
% |
Votes Against |
% |
Votes Total |
Withheld |
|
1. That the authorised share capital be increased to 80,000,000 Ordinary Shares and 160,000,000 'A' Ordinary Shares |
21,917,470 |
97.67% |
521,727 |
2.33% |
22,439,197 |
0 |
|
2. That the proposed investment policy be adopted |
21,914,970 |
97.69% |
519,042 |
2.31% |
22,434,012 |
5,185 |
|
3. That conditional on Completion, the maximum aggregate fees to be paid to the Directors be increased to US$900,000 per annum |
21,891,958 |
97.58% |
542,899 |
2.42% |
22,434,857 |
4,340 |
|
4. That conditional on Completion, and in substitution for all previously granted buyback authorities, the Company be permitted to make market purchases of up to 10,232,842 Ordinary Shares (or, if less, 14.99% of the number of Ordinary Shares in issue as at Admission) |
22,028,130 |
98.19% |
406,727 |
1.81% |
22,434,857 |
4,340 |
|
5. That conditional on Completion, and in substitution for all previously granted buyback authorities, the Company be permitted to make market purchases of up to 20,465,685 'A' Ordinary Shares (or if less 14.99% of the number of 'A' Ordinary Shares in issue as at Admission) |
22,030,815 |
98.20% |
404,042 |
1.80% |
22,434,857 |
4,340 |
|
6. That conditional on and with effect from Completion the amended Bye-laws be adopted as the Bye-laws of the Company |
21,904,970 |
97.69% |
519,042 |
2.31% |
22,424,012 |
15,185 |
Expected Timetable
The Prospectus and Hansa Circular contain an expected timetable of principal events relating to the Combination. The Ocean Wilsons Scheme Sanction Court Hearing is currently scheduled to commence on 22 September 2025 and an updated expected timetable is set out in the Appendix to this announcement.
FOR FURTHER INFORMATION PLEASE CONTACT
Enquiries
|
Hansa |
via Winterflood |
|
Jonathan Davie |
|
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|
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Winterflood - Financial adviser and broker to Hansa |
+44 (0) 20 3100 0000 |
|
Neil Langford |
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|
Rose Ramsden |
|
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Sophia Bechev |
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Burson Buchanan - PR adviser to Hansa |
+44 (0) 20 7466 5000 |
|
Charles Ryland |
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Henry Wilson |
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Dentons UK and Middle East LLP is acting as legal adviser to Hansa as to English law, and Conyers Dill & Pearman Limited is acting as legal adviser to Hansa as to Bermudian law, in each case in connection with the Combination.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Hansa's current expected dates for the implementation of the Scheme and is subject to change.
|
Event |
2025 |
|
The following dates and times associated with the Scheme are indicative only and subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Ocean Wilsons will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Ocean Wilsons' website at www.oceanwilsons.bm/investors. |
|
|
Scheme Court Sanction Hearing |
expected to commence on 22 September subject to the satisfaction (or, if applicable, waiver) of the relevant conditions and, in any event, prior to the Long-stop Date (the date on which the Court Sanction Hearing concludes being "D") |
|
Effective Date of the Scheme |
D+2* |
|
Issue of New Hansa Shares |
by 8 a.m. (London time) on D+3* |
|
Admission of and commencement of dealings in New Hansa Shares on the London Stock Exchange |
by 8 a.m. (London time) on D+3* |
|
CREST accounts of former Ocean Wilsons Depositary Interest Holders credited with New Hansa Depositary Interests |
as soon as possible after 8 a.m. (London time) on D+3*, but not later than 14 days after the Effective Date |
|
New Hansa Depositary Interests issued by the Hansa DI Depositary to former Ocean Wilsons Depositary Interest Holders |
as soon as possible after 8 a.m. (London time) on D+3*, but not later than 14 days after the Effective Date |
|
Latest date for despatch of share certificates to Ocean Wilsons Ordinary Shareholders in respect of New Hansa Shares to be issued |
within 14 days after the Effective Date |
|
Long-stop Date |
31 December |
_____________
Note: Each of the times and dates in the above expected timetable may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Hansa Shareholders by an announcement through a Regulatory Information Service.
*All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling the number of indicated Business Days immediately after date D, as indicated above.
ENDS