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Ocean Wilsons-Hansa merger now in effect

Caroline Foulger, chairwoman of Ocean Wilsons (File photograph)

The all-share combination of Ocean Wilsons Holdings Ltd and Hansa Investment Co Ltd has formally taken effect, after the delivery of a Bermuda court order to the Registrar of Companies on Monday.

The companies announced that all conditions for the scheme of arrangement had been satisfied or waived, clearing the way for Hansa to acquire the entire issued and to-be-issued share capital of Ocean Wilsons.

The merger had been approved by shareholders of both companies in September, but its finalisation was delayed while the Supreme Court considered an objection from Arnhold LLC. The court sanctioned the scheme on December 3.

Jonathan Davie, the chairman of Hansa, said the combination created “a simplified structure, greater scale, improved liquidity in the shares and a lower management fee rate”.

He added that the board now planned to focus on deploying capital “to deliver long-term sustainable shareholder value”.

Caroline Foulger, chairwoman of Ocean Wilsons, said completion of the merger marked the end of a major restructuring year for the company, following the disposal of Wilson Sons and a tender offer earlier in 2025.

She said the new vehicle was expected to deliver further value to shareholders “as the combined group builds on its £900 million (about $1.2 billion) portfolio of diversified, global investment funds, direct equities and private assets”.

Ocean Wilsons shareholders will receive 1.4925 new Hansa share units for each Ocean Wilsons share held at the scheme record time on Monday. Each unit comprises one voting ordinary share and two non-voting “A” ordinary shares. Fractional entitlements will be rounded down and aggregated for sale.

Jonathan Davie, chairman of Hansa (File photograph)

Hansa has applied for admission of the new shares to the Official List of the United Kingdom Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market, with admission expected today.

Ocean Wilsons shares were delisted on both the LSE and the Bermuda Stock Exchange.

With the scheme now effective, Ms Foulger has tendered her resignation from the Ocean Wilsons board.

Fiona Beck will remain director through a transition period ending March 31, 2026. Hansa has appointed Andrey Berzins and Christopher Townsend as non-executive directors.

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Published December 10, 2025 at 6:46 pm (Updated December 11, 2025 at 7:39 am)

Ocean Wilsons-Hansa merger now in effect

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