Hansa Investment Company proposes all-share merger with Ocean Wilsons to create £900m trust

What are the terms and structure of the proposed £900 million Hansa–Ocean Wilsons merger agreement?

Hansa Investment Company Limited (LSE: HAN) and Ocean Wilsons Holdings Limited (LSE: OCN) announced on 17 June 2025 that they have reached preliminary agreement on a possible all-share merger. Under the proposed structure, Hansa would acquire the entire issued and to-be-issued share capital of Ocean Wilsons. The proposed combination would result in the creation of a diversified global investment vehicle with net assets exceeding £900 million.

Ocean Wilsons shareholders would receive newly issued Hansa share units—comprising one voting ordinary share and two non-voting ‘A’ ordinary shares—for each Ocean Wilsons share held. The exchange ratio will be based on a formula asset value (FAV) approach using each company’s adjusted net asset value (NAV) as of 30 June 2025. Hansa’s strategic investment in Ocean Wilsons, held for over 66 years, will be marked to fair value as part of this transaction.

Why is this merger happening now, and what strategic goals does it serve for both companies?

The proposed combination is driven by a post-divestment realignment following Ocean Wilsons’ sale of its 56% stake in Brazilian port operator Wilson Sons S.A. for USD 594 million to MSC Mediterranean Shipping Company, which closed on 4 June 2025. In parallel, Ocean Wilsons launched a capital return via a tender offer of up to 7.07 million shares.

For Ocean Wilsons shareholders, the merger offers continued exposure to a global, diversified portfolio of public equities, private capital, and investment funds. For Hansa Investment Company, the deal represents an opportunity to simplify its investment structure, consolidate its long-standing interest in Ocean Wilsons, and scale its NAV while streamlining management and governance frameworks.

The boards of both firms have described the deal as a “compelling long-term opportunity” that would create a differentiated, closed-ended investment trust with a competitive fee structure and enhanced appeal to institutional investors.

What are the expected operational and financial benefits of the proposed Hansa–Ocean Wilsons merger?

The merged entity would hold over £900 million in assets, benefiting from economies of scale that reduce operating costs and enhance portfolio liquidity. Under the new management structure, the investment management fee payable to Hanseatic Asset Management LBG would fall to 0.8% of NAV up to £500 million and 0.7% beyond that threshold. This compares to the current 1.0% fee and eliminates the performance fee currently applied to Ocean Wilsons’ assets.

Additionally, a new capital allocation policy will shift focus from dividends to on-market share buybacks of between 2% and 4% of issued share capital annually. This buyback strategy, which includes both voting and non-voting shares, is expected to be NAV-accretive and more tax-efficient. Dividends would be issued only when necessary to ensure the group is not treated as a non-mainstream pooled investment.

The simplified group structure is also intended to enhance the transparency and visibility of the combined portfolio, consolidating all assets under a single legal entity and maintaining Hansa’s current London Stock Exchange listing under Chapter 11 of the UK Listing Rules.

What shareholder support has been received for the proposed merger so far?

Early indicators suggest strong support from major shareholders of both companies. Hansa has received indications of support representing 53.76% of its voting ordinary shares. Ocean Wilsons has received commitments from 32.58% of its eligible shareholders—excluding Hansa itself, which will not vote on the scheme.

Key backers include William Salomon and Christopher Townsend, who collectively control significant interests in both entities directly and through affiliated vehicles like Nomolas Limited and Victualia Limited Partnership. All have provided written confirmations expressing intent to vote in favor of the necessary resolutions if the proposed terms proceed to a formal shareholder vote.

Independent committees have been formed at both companies to manage potential conflicts of interest and guide negotiations, with Salomon and Townsend recused from board-level decision-making in this context.

What conditions must be met before the Hansa–Ocean Wilsons combination can be finalized?

The transaction is structured as a scheme of arrangement under Bermudian law. For the deal to proceed, it must receive approval from a simple majority in number and at least 75% in value of Ocean Wilsons shareholders who vote on the scheme. Hansa shares already held in Ocean Wilsons will not be counted in this vote.

Further, Hansa shareholders must approve resolutions to amend the investment policy and authorize the issuance of new shares for the combination. Regulatory approvals, confirmatory due diligence, and final agreement on the exchange ratio terms must also be completed.

While not subject to the UK Takeover Code, the boards have voluntarily agreed to conduct the transaction in line with certain provisions of the Code. No specific timeline has been set, but industry watchers expect the tender offer, which closes on 18 July 2025, to be followed by final merger documents in late Q3 or early Q4.

How will investment strategy and governance evolve after the merger is complete?

On completion, the merged entity would be governed by a reconstituted Hansa board, with Ocean Wilsons directors Andrey Berzins and Christopher Townsend joining the existing team. Hanseatic Asset Management LBG would continue as portfolio manager and alternative investment fund manager. Hansa Capital Partners LLP would serve as investment adviser and administrator.

The strategic investment philosophy will retain Hansa’s global diversification approach across listed equities, private capital, and investment funds. While operational consolidation will streamline reporting and structure, no abrupt changes to the underlying portfolio construction are anticipated.

The new structure is expected to appeal to investors seeking a transparent, scalable vehicle with enhanced liquidity, NAV clarity, and long-term global exposure.

What broader trends in the investment trust sector does this proposed merger reflect?

The merger highlights several evolving dynamics in the UK investment trust sector: consolidation of overlapping vehicles, demand for fee compression, simplification of dual-holdings structures, and a preference for buybacks over dividends in capital return frameworks.

Analysts have increasingly pointed to investment trusts with narrow focus, performance-based fees, or deep share price discounts to NAV as candidates for consolidation. Hansa’s historical discount to NAV has fluctuated around 40%, but the proposed merger has already prompted a share price rally amid speculation that the merged entity will close that gap through enhanced scale and active capital management.

For institutional investors, this transaction is a case study in transforming legacy cross-holdings into a streamlined, modernized investment platform capable of attracting broader mandates.

Why the Hansa–Ocean Wilsons merger could become a model for future investment trust consolidations

The proposed all-share merger between Hansa Investment Company and Ocean Wilsons Holdings represents a landmark realignment in the UK-listed investment trust market. By consolidating a long-standing strategic relationship into a unified legal and operational structure, the combination reflects a shared commitment to cost efficiency, NAV transparency, and investor value creation.

While shareholder and regulatory approvals remain outstanding, early signals of institutional backing and aligned strategic intent suggest that this transaction—if finalized—could serve as a blueprint for future consolidations in the space.