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BERMUDA - Hansa Investment Company Limited and Ocean Wilsons Holdings Limited announced Thursday the publication of key documents related to their previously agreed all-share combination, advancing the merger process announced on July 28.
The companies have published a prospectus, circular, and scheme document outlining details of the recommended combination through which Hansa will acquire Ocean Wilsons’ entire issued and to-be-issued share capital via a court-sanctioned scheme of arrangement under Bermudian law.
The prospectus, approved by the Financial Conduct Authority, contains information regarding the admission of new Hansa shares to the London Stock Exchange. The circular provides Hansa shareholders with details about the combination and convenes a general meeting to seek approval for necessary resolutions.
Implementation of the merger requires approval from Hansa voting shareholders for several measures, including increasing authorized share capital, amending investment policy, and raising the limit on aggregate director fees from $600,000 to $900,000 to accommodate the enlarged board.
The Hansa general meeting is scheduled for September 12 at the Hamilton Princess Hotel in Bermuda. The Hansa Independent Committee, advised by Winterflood on financial terms, has unanimously recommended that shareholders vote in favor of the resolutions.
The combination is expected to become effective in late September, subject to court sanction and satisfaction of conditions. Following completion, new Hansa shares will be issued and admitted to trading on the London Stock Exchange.
The transaction is not subject to the UK City Code on Takeovers and Mergers as Ocean Wilsons is incorporated in Bermuda, though the companies have agreed to certain takeover-related provisions.
This article is based on a press release statement from the companies.
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