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LONDON - Hansa Investment Company Limited and Ocean Wilsons Holdings Limited announced on Monday they have agreed to an all-share combination that will create an investment company with total net assets exceeding £900 million. Under the terms of the court-sanctioned scheme of arrangement, Hansa will acquire Ocean Wilsons’ entire issued share capital.
Ocean Wilsons shareholders will receive 1.4925 new Hansa share units for each Ocean Wilsons share they own, with each unit comprising one voting Hansa ordinary share and two non-voting Hansa ’A’ ordinary shares. The exchange ratio was determined on a formula asset value basis.
Following completion, existing Ocean Wilsons shareholders will hold approximately 41.40 percent of the combined group, while Hansa shareholders will retain 58.60 percent of both the voting and non-voting share capital.
The boards of both companies believe the combination will create a differentiated investment company with a diversified global portfolio of investment funds, direct equities, and private assets. The combined entity will continue to be named Hansa Investment Company Limited and maintain Hansa’s existing listing as a closed-ended investment fund.
"This combination will bring together two businesses with a similar approach to investing and will enable shareholders to benefit from an enlarged investment portfolio, enhanced liquidity and greater cost efficiencies," said Jonathan Davie, Chair of Hansa.
The combined group will implement a new tiered management fee structure with lower rates than currently paid by either company, resulting in significant cost savings. Additionally, a new capital allocation policy will prioritize share buybacks over dividends, with plans to repurchase between 2-4 percent of issued share capital annually.
Hansa has held a strategic stake in Ocean Wilsons for over 66 years. The transaction follows Ocean Wilsons’ recent sale of its approximately 56 percent interest in Wilson Sons, which completed on June 4, 2025.
The transaction is subject to approval by shareholders of both companies and is expected to become effective in September 2025. The boards of both companies have unanimously recommended that shareholders vote in favor of the combination.
The announcement was based on a press release statement from the companies.
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