NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

15 August 2025

Ocean Wilsons Holdings Limited

("Ocean Wilsons" or the "Company")

Q2 2025 Business Update

Investment portfolio returned 6.2% for the second quarter (5.1% year-to-date)

 despite challenging macroeconomic environment

Ocean Wilsons Independent Committee recommends that shareholders vote in

favour of the combination with Hansa

Ocean Wilsons Holdings Limited (LSE: OCN) today provides an update on Q2 2025 net asset value ("NAV") performance and key developments for the Company's financial year ending 31 December 2025.

NAV performance

As at market close on 30 June 2025, the Company's investment portfolio was valued at US$340.9 million which represents US$9.64 (£7.03) per Ocean Wilsons share. Including US$603.3 million of cash held prior to completion of the Tender Offer (as defined below), this results in an implied NAV of US$944.2 million (£689.1 million) and an implied NAV per Ocean Wilsons share of US$26.70 (£19.48).

Ocean Wilson's investment portfolio returned 6.2% in dollar terms for the second quarter, resulting in a year-to-date performance of 5.1%. This performance reflects the Company's disciplined long-term investment approach, which has delivered attractive returns for shareholders historically, in a challenging macroeconomic environment marked by trade uncertainties and ongoing geopolitical tensions.

Completion of sale of Wilson Sons

On 4 June 2025, the Company completed the sale of its entire 56% interest in Wilson Sons S.A. ("Wilson Sons") to SAS Shipping Agencies Services Sàrl, a wholly-owned subsidiary of MSC Mediterranean Shipping Company S.A., generating net cash proceeds of US$594 million (the "Disposal"). The Disposal represented a major milestone for Ocean Wilsons and significantly strengthened the Company's balance sheet and liquidity position.

Final dividend payment from Wilson Sons

On 18 July 2025, the Company paid a dividend of US$0.59 per share (43 pence per share) to shareholders on the register at the close of business on 27 June 2025. This dividend represented the final distribution received from Wilson Sons in respect of its 2025 financial year and, following the Disposal, will be the last dividend received by the Company and distributed to its shareholders from that holding.

Successful completion of Tender Offer

In connection with the Disposal, the Board of Ocean Wilsons evaluated the best ways to deliver value to shareholders. Following an extensive consultation exercise with shareholders and having considered the resulting feedback, the Company launched a tender offer to return a proportion of the net cash proceeds from the Disposal to shareholders through the repurchase of up to 7,072,608 shares, representing 20% of the issued share capital of the Company (the "Tender Offer"), being the largest permissible amount that the Company would be able to acquire whilst ensuring that it did not become a "close company" for the purposes of the UK Corporation Tax Act 2010, in accordance with its bye laws.

The Tender Offer was oversubscribed, with 7,072,608 shares repurchased on 23 July 2025 at a strike price of 1,543 pence per share, for a total consideration of £109.1 million.

Proposed Merger with Hansa

On 28 July 2025, the Boards of Ocean Wilsons and Hansa announced a proposed all-share merger of the two entities (the "Combination") to be effected by means of a scheme of arrangement between Ocean Wilsons and its shareholders (the "Scheme"). The Independent Committee of Ocean Wilsons believes that combining with Hansa will create a larger, stronger company which will benefit from meaningful scale and cost efficiencies and will be well placed to deliver long-term, sustainable shareholder value.

Under the terms of the Combination, and subject to shareholder approval at a meeting convened by the Company to take place on 12 September 2025 (the "Court Meeting"), each eligible Ocean Wilsons shareholder will be entitled to receive - for each Ocean Wilsons share - 1.4925 new Hansa share units (each comprising one voting Hansa ordinary share and two non-voting Hansa 'A' ordinary shares) (the "Exchange Ratio").

The Combination, which represents a merger of the two investment portfolios of Ocean Wilsons and Hansa, is to be implemented on a basis which reflects the respective contributions of shareholders of Ocean Wilsons and Hansa to that combined investment portfolio. Therefore, in order to determine the Exchange Ratio, the respective NAVs of each company as at 30 June 2025 were adjusted to arrive at a formula asset value ("FAV"):

·      The key adjustments to Ocean Wilsons' NAV reflected the cost of the recently completed cash Tender Offer and a write-down on a tax asset, the recovery of which is uncertain, and transaction costs.

·      The key adjustments to Hansa's NAV reflected the difference in the value of Hansa's holding in Ocean Wilsons at FAV over its carrying value at the share price, and transaction costs.

The Independent Committees of both companies unanimously recommend the Combination to their shareholders, citing benefits including increased scale, enhanced market liquidity and operational efficiencies. The Combination will create a differentiated investment company of meaningful scale, with total net assets in excess of £900 million, and a diversified, global portfolio of investment funds, direct equities and private assets, establishing what the Boards of Hansa and Ocean Wilsons believe will be a strong platform for long-term value creation.

The Combination is expected to complete in late September 2025.

Should the Combination not proceed

Should the Combination not proceed, the Directors will give consideration to the ongoing strategy of the Company and how the balance of the net proceeds of the sale of Wilson Sons will be invested. It may be necessary for the Directors to take appropriate steps in relation to the Company's listing. In particular, under the UK Listing Rules, it is expected that the Company may cease being eligible for the "equity shares (commercial companies)" listing category and, to remain listed, may be required to transfer to the "closed-ended investment funds" listing category. Pending that transfer, the existing listing of the Company's shares may be suspended. Such a transfer would require shareholders to approve a resolution with a 75% majority, and there can be no guarantee that such approval would be obtained.

In addition, should the Combination not proceed, the Company's capital allocation policy would likely be constrained as a result of both the limited scope for further share buybacks in light of restrictions under the UK "close company" regime and the loss of cashflows from the Wilson Sons business to fund future dividends.

If implemented, the Combination may resolve both of these immediate considerations: the Combined Group would retain Hansa's existing listed status as a closed-ended investment fund under the UK Listing Rules and the proposed capital allocation policy of the Combined Group, pursuant to which it intends to undertake share repurchases of 2% to 4% of its share capital each year, is expected to enhance shareholder returns over the long term. This is in addition to the benefits of scale, diversification and liquidity that would be enjoyed by the Combined Group. Accordingly, the Ocean Wilsons Independent Committee unanimously recommends that Ocean Wilsons shareholders vote in favour of the Scheme at the Court Meeting.

The Ocean Wilsons Independent Committee stresses to shareholders the importance of voting in relation to the Combination. Accordingly, shareholders are encouraged to complete and return the form of proxy or form of direction (as applicable) sent to them along with the scheme document at the earliest opportunity.

Further details regarding the proposed Combination, including a presentation and a FAQ document, have been uploaded to the Ocean Wilsons website for shareholders and can be accessed here: www.oceanwilsons.bm/investors.

ENDS

About Ocean Wilsons

Ocean Wilsons is a Bermuda investment holding company listed on both the London Stock Exchange and the Bermuda Stock Exchange. Ocean Wilsons' active business comprises Ocean Wilsons (Investments) Limited, an entity that holds an actively managed diversified portfolio of international investments.

LEI: 213800U1K395G8PK4I21

FOR FURTHER INFORMATION PLEASE CONTACT:

Important Notices

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is  acting exclusively as financial adviser and broker to Ocean Wilsons and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Ocean Wilsons for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this announcement, or otherwise.

Further Information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Combination or otherwise nor will there be any sale, issuance, exchange or transfer of securities of Hansa or Ocean Wilsons pursuant to the Combination or otherwise in any jurisdiction in contravention of applicable law.

The Combination will be implemented solely pursuant to the terms of the circular to be sent to Ocean Wilsons shareholders in connection with the Scheme (the "Scheme Document"), which, together with the form of proxy or form of direction (as applicable) contained therein, will contain the full terms and conditions of the Combination including details of how to vote in respect of the Combination. Any decision by Ocean Wilsons shareholders in respect of, or other response to, the Combination (including any vote in respect of the resolution to approve the Scheme), should be made only on the basis of the information contained in the Scheme Document and the prospectus to be published by Hansa in connection with the Combination.

This announcement has been prepared for the purpose of complying with Bermudian and English law, the Market Abuse Regulation and the UK Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Bermuda.

The Combination will be subject to the applicable requirements of the London Stock Exchange, the Bermuda Stock Exchange and the FCA.

This announcement does not constitute a prospectus or prospectus exemption document for the purposes of Article 1(4) or (5) of the UK Prospectus Regulation.

Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), statements made regarding the Combination, and other information to be published by Ocean Wilsons, may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Ocean Wilsons' current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Ocean Wilsons' businesses, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Neither Ocean Wilsons, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, Ocean Wilsons is under no obligation, and Ocean Wilsons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes: (a) changes in the global political, economic, business and competitive environments and in market and regulatory forces; (b) changes in future exchange and interest rates; (c) changes in tax rates; (d) future business combinations or disposals; (e) changes in general economic and business conditions; (f) changes in the behaviour of other market participants; (g) weak, volatile or illiquid capital and/or credit markets; and (h) changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Additionally, the Combination is subject to risks and uncertainties, including: (i) Hansa and Ocean Wilsons may be unable to complete the Combination because, among other reasons, conditions to completion may not be satisfied or waived, or either party may be entitled to terminate the Combination; (ii) uncertainty as to the timing of Completion; (iii) the ability to obtain approval of the Combination by Ocean Wilsons shareholders or of the Hansa resolutions by Hansa shareholders; (iv) uncertainty as to the long-term value of the new Hansa shares to be issued to Ocean Wilsons shareholders in connection with the Combination; (v) the ability of the Independent Committees of each of Ocean Wilsons and Hansa to withdraw their respective recommendations relating to the Combination; and (vi) the outcome of any legal proceedings to the extent initiated against Hansa, Ocean Wilsons and others relating to the Combination, as well as the responses of Hansa and Ocean Wilsons to any of the aforementioned factors.

Neither Ocean Wilsons nor Hansa undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

No profit forecasts or estimates

No statement in this announcement (including any statement of estimated costs savings or synergies) is intended as a profit forecast or estimate for any period and no statement in this announcement should be intended to mean that earnings, earnings per share, net asset value or net asset value per share for Ocean Wilsons or the Combined Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share, net asset value or net asset value per share for Ocean Wilsons or Hansa, as appropriate.