Hansa Investment Company Limited

Transaction in Own Shares • Sep 12, 2025

National Storage Mechanism | Additional information

RNS Number : 2059Z

Hansa Investment Company Limited

12 September 2025

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
Winterflood - Financial adviser and broker to Hansa	+44 (0) 20 3100 0000
Neil Langford
Rose Ramsden
Sophia Bechev
Burson Buchanan - PR adviser to Hansa	+44 (0) 20 7466 5000
Charles Ryland
Henry Wilson

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

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