2nd Apr 2007 17:20
Ocean Wilsons Holdings Ld02 April 2007 For immediate release 2 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN PART I OCEAN WILSONS HOLDINGS LIMITED Proposed initial public offering of Wilson Sons Limited ("WS"), grant of optionsunder new long term incentive plan and notice of special general meeting Summary (S) Proposed initial public offering of WS, the owner of the Group'sBrazilian Business, which the Board believes provides an opportunity to enhancethe value of the Brazilian Business and realise value for the Company'sshareholders (S) IPO creates two distinct business arms for the Company: a majorityshareholding in WS, a newly listed company owning the Brazilian Business, andthe management of a portfolio of international investments (S) Primary and secondary offering of WS Shares to be listed onLuxembourg Stock Exchange and traded on Euro MTF market and offer of shares inthe form of Brazilian Depositary Receipts to be listed and traded on Sao PauloStock Exchange (S) The Company shall hold not less than 51% of WS immediately followingthe IPO (S) Price to be determined following a "book building" process to setthe Offer Price for WS Shares towards the end of April 2007 (S) Proceeds received by the Company from disposal of WS Shares in thesecondary offering to be used to fund the Group's ongoing investment business (S) Circular in connection with proposed initial public offering of WSposted to shareholders today (S) Special General Meeting to be held on 19 April 2007 Introduction The initial public offering of WS, the holding company of the Company'sBrazilian Business on the Luxembourg Stock Exchange and the Sao Paulo StockExchange (BOVESPA), is currently scheduled to take place towards the end ofApril 2007. In the meantime, due to the potential significance to the Company ofthe proposed initial public offering, the Company is seeking prior approval ofshareholders at a Special General Meeting. Benefits of the IPO The Company's long-stated objective has been to create long term value forShareholders by establishing strong positions in a range of sectors in theBrazilian and other Latin American markets. While the Brazilian Business is wellpositioned to focus on its current operations, to invest in its futuredevelopment and to pursue exciting opportunities for future growth, the Boardbelieves that the IPO should benefit both the Brazilian Business and the Companyby • creating more visibility for the Brazilian Business; • permitting separate ownership of the Brazilian Business and the investments and other assets of the Company; • unlocking value in the Brazilian Business for the Company; and • improving access to capital to fund accelerated growth of the Brazilian Business. The current demand for infrastructure assets world-wide, the high growthpotential of the Brazilian Business and the currently favourable marketconditions have led the Board to decide that it is now appropriate to realisesome of the value of the Brazilian Business, whilst preserving an ongoingcontrolling interest. The Board has also concluded that this can best beachieved through the IPO. The Board believes that the proposed IPO provides an opportunity to enhance thevalue of the Brazilian Business, which will be better recognised through WShaving its own listing. At the same time the IPO will permit the Company torealise value for Shareholders through the sale of a minority interest in WS. Structure of IPO The IPO, as currently proposed, will comprise an offering by WS and the Companyof (i) BDRs to public and institutional investors in Brazil pursuant to anoffering registered in Brazil; and (ii) WS Shares and BDRs to qualifiedinstitutional buyers in the United States and to institutional and otherqualifying investors outside the United States and Brazil. The offering of BDRs will be registered with the Brazilian Securities Commissionand the BDRs will be listed and traded on BOVESPA. The WS Shares will also belisted on the official list of the Luxembourg Stock Exchange and traded on theEuro MTF market, the exchange regulated market operated by the Luxembourg StockExchange. The Brazilian public offering of BDRs and the global institutional offering ofWS Shares and BDRs outside Brazil will be underwritten. Both the Brazilianpublic offering and the global institutional offering will be "book built", withprospective investors being invited to submit bids for a specified number ofBDRs or WS Shares at various specified prices. It is currently envisaged thatthe last date for submitting bids in the "book build" will be towards the end ofApril 2007. The final decision whether to proceed and, if so, as to the Offer Price, thenumber of WS Shares and BDRs to be issued pursuant to the IPO and the number ofWS Shares to be sold by OWHL will be made by the Board and the WS Boardfollowing the "book build" process. These decisions will take into account,amongst other matters, the number of and level of demand for WS Shares and BDRsand the objective of maintaining an orderly after-market in the WS Shares andBDRs on the Exchanges. The implied value of WS based on the OWHL Closing Share Price is equal toapproximately US$490m. The Offer Price will be determined following the "bookbuild" process, but in any event will not be less than a price (the "FloorPrice") that gives a minimum market capitalisation of WS at IPO equal to thisimplied value. The Board expects that the Offer Price will be set at a pricehigher than the Floor Price. Use of proceeds If the IPO proceeds, the Board intends to utilise the net cash proceeds receivedby the Company from the disposal of WS Shares to fund the Group's ongoinginvestment business. Strategy of the Group following the IPO If the IPO proceeds the Group's principal focus will be to continue to pursueits strategy of building shareholder value from growing internationalinvestments, of which WS is intended to remain a substantial part. The proceedsfrom the disposal of WS Shares as part of the IPO will be used to augment theinvestment portfolio. At the same time the Company will continue to explore waysin which it can maximise value for Shareholders which may include newinvestments or businesses or enhanced direct Shareholder participation in thetwo arms of the Group's business. Circular The Circular to shareholders in connection with the IPO will be posted toshareholders today. The Special General Meeting seeking shareholder approval forthese proposals will be held on 19 April 2007. The Circular will be available to the public for inspection at the UK ListingAuthority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel no. +44 (0)20 7066 1000, during normal business hours on any weekday(Saturdays, Sundays and public holidays excepted). This summary should be read in conjunction with Part II of this announcement,which includes further details regarding the proposed IPO of WS and the grant ofnew options under the new long-term incentive plan. Enquiries to: Keith Middleton, Ocean Wilsons Holdings Limited, +55 (21) 2126 4112 Sian Westerman, NM Rothschild & Sons Limited, +44 (0)20 7280 5000 N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is advising Ocean Wilsons HoldingsLimited and no one else in relation to the matters described in thisannouncement and accordingly will not be responsible to any person other thanOcean Wilsons Holdings Limited for providing the protections afforded to clientsof N M Rothschild & Sons Limited or for providing advice in relation to thematters described in this announcement. This announcement contains a number of forward-looking statements relating tothe financial condition, results of operations and business of the Group and ofthe WS Group and certain plans and objectives of the Board. These forwardlooking statements include any statements that are not historical facts. Forwardlooking statements are based on assumptions and assessments made by the Board inlight of its experience and its perception of historical trends, currentconsiderations, expected future developments and other factors it believesappropriate. They relate to events and trends that are subject to risks anduncertainties that could cause the actual results and financial position of theGroup and the WS Group to differ materially from the information presented in,or implied by, the relevant forward-looking statement. When used in thisdocument the words "proposed", "plan", "will", "may", "estimate", "project","intend", "aim", "anticipate", "believe", "expect", "should" , "could", "would"and similar expressions are intended to identify such forward-lookingstatements. Actual results may differ materially from those suggested by forward lookingstatements due to risks or uncertainties associated with the Group's and the WSGroup's expectations with respect to, but not limited to: (i) changes in thecompetitive and regulatory framework in which the Group or the WS Group operateand their respective abilities to respond to those changes and to implementsuccessfully their respective strategies; (ii) their growth and expansion; (iii)technological and market changes; (iv) exposures to market risks; (v) generaleconomic and political conditions in Brazil; (vi) the monetary and fiscalpolicies of Brazil; (vii) inflation, deflation, unanticipated turbulence of thefinancial markets in Brazil, the United Kingdom and globally; (viii) changes indomestic laws, regulations and taxes; and (ix) increased competition from othercompanies in the industry in which the Group or WS Group operate and theirability to retain their market share. For further discussions of factors that could cause the Group's or WS Group'sactual results to differ, please see the section entitled "Risk Factors" set outin Part II of the Circular. By their nature, certain market risk disclosures areonly estimates and could be materially different from what actually occurs inthe future. As a result, actual future gains or losses could materially differfrom those that have been estimated. These forward-looking statements speak only as at the date of this announcement.Neither the Company nor any member of the Group undertakes any obligationpublicly to update or revise any of the forward-looking statements, whether as aresult of new information, future events or otherwise, save in respect of anyrequirement under applicable laws or regulations including under the ListingRules, the Disclosure Rules or the Prospectus Rules. This announcement is not an offer for sale, or a solicitation of offers topurchase, WS Shares or BDRs in any jurisdiction. No action has been taken thatwould permit a public offer of WS Shares or BDRs in any jurisdiction outside ofBrazil. In particular, no offer to the public of WS Shares or BDRs will be madein any Member State of the EEA or the United States. No prospectus will beprepared with any regulations made in implementation of the Prospectus Directive(2003/71/EC) and the WS Shares and BDRs have not been registered under theSecurities Act. The WS Shares and the BDRs may not be offered to the public inthe EEA, absent an exemption from the requirement to prepare a prospectus. This announcement and the information contained herein are not for publication,distribution or release in, or into, the United States, Canada, Australia orJapan. The WS Shares and BDRs have not been and will not be registered under theSecurities Act and may not be offered or sold (a) in the United States absentregistration or an applicable exemption from registration requirements under theSecurities Act, or (b) in any other jurisdiction in which such offer or sale isprohibited. This announcement shall not constitute an offer to sell nor thesolicitation of an offer to buy the WS Shares or BDRs. For immediate release 2 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN PART II OCEAN WILSONS HOLDINGS LIMITED Proposed initial public offering of Wilson Sons Limited ("WS"), grant of optionsunder new long term incentive plan and notice of special general meeting 1. Introduction On 12 February 2007, the Company announced that it was actively considering aninitial public offering of WS (formerly known as Ocean Wilsons Limited), theowner of the Brazilian Business. On 7 March 2007, the Company announced that adraft Prospectus had been filed with the Brazilian Securities Commission, anecessary pre-condition for any such public offering. Significant progress hasbeen made towards this objective and the Company today announced plans for aninitial public offering of WS (the "IPO"). The IPO is to be structured by way of a primary and secondary offering of WSShares to be listed on the official list of the Luxembourg Stock Exchange andtraded on the Euro MTF market and an offer of shares in the form of BrazilianDepositary Receipts ("BDRs"), to be listed and traded on the Sao Paulo StockExchange (Bolsa de Valores de Sao Paulo or "BOVESPA"). Pursuant to the IPO, theCompany will, in the secondary offering, be disposing of part of its existingholding of WS Shares. The result of the issue of new WS Shares and BDRs and thedisposal by the Company of part of its existing holding of WS Shares will be areduction in the Company's ownership of the share capital in WS from the current100 per cent. to a level which will depend on the final terms of the IPO butwhich will, in any event, be not less than 51 per cent. The IPO is intended as ameans of both increasing the autonomy of the Brazilian Business and realisingvalue for Shareholders. The IPO is currently scheduled to take place towards the end of April 2007. TheBoard will make the final decision as to whether or not to proceed with the IPO(and, if so, on what terms) having regard to, amongst other things, prevailingmarket conditions and expects to announce its decision, in any event, before theend of the month. In view of the amount of the proceeds from the Company's disposal of WS Sharesas part of the IPO and the dilution of the Company's interest in WS, the IPOwould constitute a Class 1 transaction and therefore requires the prior approvalof Shareholders under the UKLA Listing Rules. The Board also feels itappropriate to seek your approval of the grant of options under a new long termincentive plan for senior employees of the Company. The purpose of this documentis to explain (i) the background to, and reasons for, the proposed IPO; (ii) whythe Board considers the IPO to be in the best interests of Shareholders as awhole; and (iii) why the Directors are unanimously recommending that you vote infavour of the resolution to be proposed at the Special General Meeting whichwill approve the IPO and the proposed grant of options under the long termincentive plan. The formal notice convening the Special General Meeting is setout in the Annex at the end of this document. If the IPO proceeds, the Board intends to utilise the net cash proceeds receivedby the Company from the disposal of WS Shares to fund the Group's ongoinginvestment business. The Group would then have two distinct business arms: amajority shareholding in WS, a newly listed company owning the BrazilianBusiness; and the management of a portfolio of international investments,comprising listed and unlisted investments unrelated to the Brazilian Business. The Board believes that the proposed IPO provides an opportunity to enhance thevalue of the Brazilian Business, which will be better recognised through WShaving its own listing. The Board believes that this enhanced value will also berecognised in the Company's own share price. At the same time the IPO willpermit the Company to realise value for Shareholders through the sale of aminority interest in WS. This letter also contains details of the Board'sstrategic objectives for the Group following the IPO. 2. Background to and reasons for the IPO The Company's long-stated objective has been to create long term value forShareholders by establishing strong positions in a range of sectors in theBrazilian and other Latin American markets. While the Brazilian Business is wellpositioned to focus on its current operations, to invest in its futuredevelopment and to pursue exciting opportunities for future growth, the Boardbelieves that the IPO should benefit both the Brazilian Business and the Companyby: • creating more visibility for the Brazilian Business, which should bring benefits as assets relating to logistics and infrastructure in Brazil are currently in high demand; • permitting separate ownership of the Brazilian Business and the investments and other assets of the Company, thereby creating focused and attractive investment opportunities for investors; • unlocking value in the Brazilian Business for the Company, both through the receipt of proceeds from the disposal of WS Shares and because the Company will benefit from any higher valuation attributed to the Brazilian Business (in which it will retain a controlling interest); and • improving access to capital to fund accelerated growth of the Brazilian Business, thereby potentially enabling WS to profit from a positive economic environment and long-term growth and consolidation opportunities in a growing market. The current demand for infrastructure assets world-wide, the high growthpotential of the Brazilian Business and the currently favourable marketconditions have led the Board to decide that it is now appropriate to realisesome of the value of the Brazilian Business, whilst preserving an ongoingcontrolling interest. The Board has also concluded that this can best beachieved through the IPO. 3. How is the IPO to be effected? The IPO, as currently proposed, will comprise an offering by WS and OWHL of (i)BDRs to public and institutional investors in Brazil pursuant to an offeringregistered in Brazil; and (ii) WS Shares and BDRs to qualified institutionalbuyers in the United States and to institutional and other qualifying investorsoutside the United States and Brazil. Pursuant to the IPO, WS will be sellingBDRs to Banco de Investimentos Credit Suisse (Brazil) S.A. and Banco UBS PactualS.A., who will underwrite the offering in Brazil, while OWHL will be selling WSShares to Credit Suisse Securities (USA) LLC and UBS Securities LLC, who willact as placing agents in respect of WS Shares and BDRs offered outside Brazil. The offering of BDRs will be registered with the Brazilian Securities Commissionand the BDRs will be listed and traded on BOVESPA. The WS Shares will also belisted on the official list of the Luxembourg Stock Exchange and traded on theEuro MTF market, the exchange regulated market operated by the Luxembourg StockExchange. Both the Brazilian public offering and the global institutional offering will be"book built", with prospective investors being invited to submit bids for aspecified number of BDRs or WS Shares at various specified prices. It iscurrently envisaged that the last date for submitting bids in the "book build"will be towards the end of April 2007. Following this process, a decisionwhether or not to proceed will be taken and if the decision is to proceed theOffer Price, the number of WS Shares and BDRs issued pursuant to the IPO and thenumber of WS Shares to be sold by OWHL as part of the IPO will be finalised. The final decision whether to proceed and, if so, as to the Offer Price, thenumber of WS Shares and BDRs to be issued pursuant to the IPO and the number ofWS Shares to be sold by OWHL will be made by the Board and the WS Board. Thesedecisions will take into account, amongst other matters, the number of and levelof demand for WS Shares and BDRs and the objective of maintaining an orderlyafter-market in the WS Shares and BDRs on the Exchanges. The implied value of WS based on the OWHL Closing Share Price is equal toapproximately US$490m. The Offer Price will be determined following the "bookbuild" process, but in any event will not be less than a price (the "FloorPrice") that gives a minimum market capitalisation of WS at IPO equal to thisimplied value. The Board expects that the Offer Price will be set at a pricehigher than the Floor Price. It is expected that the decision whether to proceed and, if the decision is toproceed, the Offer Price, the number of WS Shares and BDRs issued to be pursuantto the IPO and the number of WS Shares to be sold by OWHL will be announced bythe Company before the end of April 2007. 4. Overview of WS and the WS Group Corporate structure WS is the holding company of the Brazilian Business. The WS Group is a leadingsupplier of port and maritime logistics services in Brazil, the largest providerof towage services, one of the largest operators of port terminals, logistics,shipping agency and support to offshore oil and natural gas platforms. Management The Board considers that a framework and resource base are in place which willfacilitate the autonomous operation of the Brazilian Business following the IPO.An executive management team with substantial industry experience, supported bya highly skilled and experienced board, has been assembled. The WS Board and keypersonnel (whose brief biographies are set out in Appendix I of this document)comprises: Name Position Francisco Gros Non-Executive ChairmanJose Francisco Gouvea Vieira Non-Executive Deputy ChairmanAugusto Cezar Tavares Baiao Executive DirectorFelipe Gutterres Ramella Executive DirectorClaudio Marote Non-Executive DirectorWilliam Henry Salomon Non-Executive DirectorPedro Pullen Parente Independent Non-Executive DirectorMalcolm Mitchell Company Secretary At 31 December 2006 the WS Group had approximately 3,900 employees. Assets and summary financial information The WS Group's activities consist of: • Port Terminals: the WS Group is the third largest terminal operatorin Brazil, operating two of the principal container terminals, located in RioGrande do Sul and Bahia. The WS Group also operates in Niteroi in Rio de Janeirostate, the second largest port terminal dedicated to providing services forthird party supply vessels operating in the Brazilian offshore oil and naturalgas industry. • Towage Services: the WS Group is the leading provider of towageservices in coastal areas of Brazil, operating in all of the country's principalports with a current fleet of 67 tugs. The WS Group also provides relatedservices such as support to salvage operations. • Logistics: the WS Group provides customised and integrated supplychain solutions in Brazil, including services such as transport, storage anddistribution. • Shipping agency services: the WS Group provides agency services toshipowners at every major port in Brazil. • Offshore oil and natural gas supply vessels: the WS Group operatestwo offshore supply vessels that provide support services to offshore petroleumand natural gas exploration and production platforms. • Non segmented activities: the WS Group owns and operates a shipyardin Guaruja, in the Sao Paulo state, where WS Group vessels are built andmaintained, and also provides dredging services through an affiliated company. As at 31 December 2006, the gross assets of the WS Group were approximatelyUS$326.9 million and in the financial year ended 31 December 2006 revenue wasapproximately US$334.1 million with profit attributable to the equity holdersfor the period approximately US$43.5 million. For the financial year ended 31December 2005, the revenue of the WS Group was approximately US$285.2 millionand profit attributable to the equity holders for the period approximatelyUS$26.4 million. Proposed new WS Long Term Incentive Plan In order to align more closely the interests of the directors and seniormanagement of WS with the interests of its shareholders (including the Company),WS is introducing its own long-term incentive plan, which will provide "phantomoptions" to senior employees of the WS Group. The options will provide cashpayments, on exercise, based on the growth in the price of a BDR between thedate of grant and exercise. Options will be granted at the discretion of the WSBoard and will exercisable over periods of up to 10 years. A maximum of theequivalent of 6 per cent. of the share capital of WS may be subject to optionsat any time. The terms of the scheme provide for exercise only if theoptionholder remains an employee at the time of exercise, subject to a number ofexceptions which are not materially different to the circumstances in whichphantom options can be exercised after the optionholder has left the Company,under the terms of 2007 OWHL Long Term Incentive Plan. Amendments to WS Bye-Laws As part of the IPO, a number of changes will be made to the WS Bye-Laws. Thesewill give minority shareholders in WS some of the rights similar to thosetypically held by shareholders in Brazilian companies listed and traded on theNovo Mercado segment of BOVESPA. WS is, however, a Bermuda company and will belisted in Luxembourg, with its BDRs listed and traded on BOVESPA, but not in theNovo Mercado segment. As the Company will retain a majority stake in WS andremain its largest shareholder, the WS Bye-Laws will also be amended to includecertain entrenched rights for the Company. 5. Overview of the Group following the IPO Corporate structure and management Following the IPO, the Company will retain its registered office in Bermuda andthe Board will remain substantially the same, with the only changes that CezarBaiao will resign as Executive Director and Claudio Marote will resign asNon-Executive Director. It is currently envisaged that the effective date oftheir resignations will be the date that the IPO becomes effective (and the WSShares and BDRs are listed). Following the IPO and the resignations, the Board will therefore comprise: Jose Francisco Gouvea Vieira Non-Executive ChairmanWilliam Henry Salomon Non-Executive Deputy ChairmanKeith Middleton Group Finance DirectorCharles Forster Alexander Cooper Non-Executive DirectorFrancisco Gros Non-Executive Director Assets If the IPO proceeds, the Company will retain a majority shareholding in WS.Hanseatic Asset Management LBG, the Group's current investment manager, willcontinue to manage the Group's portfolio of international investments unrelatedto the Brazilian Business. As at 31 December 2006, the market value of theGroup's investment portfolio was US$73.2 million. Investment portfolio If the IPO proceeds, the Group's investment portfolio unrelated to the BrazilianBusiness held through OWHL's wholly owned subsidiary, OWIL, will become a moresignificant part of its assets. OWIL's investment objective is to grow itsassets over the medium term by investing in a portfolio of funds and securitieswithout regard to any benchmark allocation, by seeking out securities whosevalue is expected to rise due to some special factors. During the financial year ending 31 December 2006, the Group's assets managed bythe Investment Manager (including the portfolio of investments amounting toUS$73.2 million referred to above, cash and debtors less creditors, all of whichrelate to investment activities) benefited from a generally positive marketbackground and increased by 18.4 per cent., marginally less than the gains of 20per cent. in the MSCI World Index but significantly ahead of the Group's ownperformance benchmark, which increased by 6.8 per cent. The best performing areaof the portfolio during the year was the UK where returns were augmented by thestrength of the pound sterling. During the six year period ending 31 December 2006 that the Investment Managerhas managed such assets, it has increased in value by 59.6 per cent. Over thesame period the MSCI World Index increased by only 2.9 per cent. and the Group'sperformance benchmark increased by 25.6 per cent. Outlook for the investment portfolio Since the current bull market in global equities began in March 2003, theInvestment Manager believes there have been two principal drivers behind highershare prices: (i) the corporate profits cycle; and (ii) in the developed world,a shrinking supply of equity through merger and acquisition activity, leveragedbuyouts and share repurchases. The Investment Manager is of the view thatstructural factors, including a robustly profitable corporate sector and thehigh levels of cash on the balance sheet of companies which may support thebuying back of stock or special dividends, when added to a relatively benignoutlook for a mid cycle slowdown sufficient to hold monetary policy in check butnot enough to derail the world economy, mean that equities would remain thefinancial asset class of choice for 2007. There are however, a number of issues of concern that the Investment Managerbelieves should be taken into account. The bull market in global equities hasgone on for a relatively long period, having started in March 2003, andstatistically this increases the chances of a serious setback in that market. New technology and the emergence of the developing world has led to a largeincrease in global manufacturing capacity and an increased level of supply,which in turn has put downward pressure on the price of traded goods and boostedthe purchasing power of consumers and businesses alike. The huge surge in globalsavings arising from the Asian propensity to save has been recycled into theglobal financial system creating the liquidity which underpins asset prices.However, any change to this current balance would have a dislocating effect oncapital markets. Such change is not imminent but is likely to occur when savingsrates come down in Asia to finance rising levels of consumption. The InvestmentManager believes that a more immediate threat is posed by the prospect of afinancial accident emanating from a disruption to the "carry trade" and that theworld financial markets are vulnerable to any changes in the source of free Yenfinancing arising from the near zero interest rates in the domestic economy ofJapan. Any change to Japanese economic policy, for example in response to theweakness in the Yen, could have negative consequences. Geopolitical issues may also result in potential risks to the outlook of theequity market. There is any number of potentially negative scenarios involvingthe Middle East, terrorism and disruption to oil supplies. On balance, the Investment Manager thinks that equities should be able todeliver better returns than cash and bonds in 2007, and therefore the outlook ofthe investment portfolio of the Group remains relatively good. However, theInvestment Manager also believes that the margin of out-performance will declinefrom previous years and that there are many reasons to expect levels of marketvolatility to rise. Relationship Agreement The Company has entered into the Relationship Agreement with WS which containsprovisions to enable the Company to meet its continuing obligations, inparticular those relating to the provision of information and disclosurerequirements, under the Listing Rules and the Disclosure Rules. The RelationshipAgreement is conditional and takes effect upon the listing of the WS Shares andBDRs. Future strategy If the IPO proceeds the Group's principal focus will be to continue to pursueits strategy of building shareholder value from growing internationalinvestments, of which WS is intended to remain a substantial part. The proceedsfrom the disposal of WS Shares as part of the IPO will be used to augment theinvestment portfolio. At the same time the Company will continue to explore waysin which it can maximise value for Shareholders which may include newinvestments or businesses or enhanced direct Shareholder participation in thetwo arms of the Group's business. 6. 2007 OWHL Long Term Incentive Plan The Company has granted certain options, subject to Shareholder approval, undera new phantom option scheme, which is to honour a pledge to certain senioremployees that the 1999 Long-term Incentive Scheme (which terminated in 2005)would be replaced. Grants of options under this scheme have been approved by theBoard, subject to the approval of Shareholders, to the following in respect ofthe number of Shares specified below.Name SharesAugusto Cezar Tavares Baiao 459,720Luiz Sergio Fisher de Castro 353,630Arnaldo Calbucci Filho 318,267Felipe Gutterres Ramella 318,267Christian von Lachmann 212,178Keith Middleton 70,726Antonio de Paiva Carneiro 13,000Roberta Lourenco do Carvalhal 11,363CoutoMarcelo Desterro 11,000 The options provide for the option holder to receive, on exercise, thedifference between (i) the portion of the market price per OWHL Share at thetime of exercise attributable to the Brazilian Business, or, if the IPOproceeds, the equivalent of the lower of the Offer Price and the market priceper BDR at the time of exercise, and (ii) US$5.66. The latter figure takes intoaccount the attributable value of the Brazilian Business as at 28 April, 2006,the first date that options could have been granted after the 1999 schemeterminated. 7. Financial effects of the IPO As at 31 December 2006, the Group had consolidated net assets of approximatelyUS$225.6 million. The illustrative consolidated net assets of the Group as at 31December 2006, on a pro forma basis and adjusted to reflect the IPO (as if theIPO had taken place at that date), would have been approximately US$447.7million. 8. Current trading and prospects for the Group Current trading is in line with the trends and conditions observed in the annualreport and accounts of the Company for financial year ended 31 December 2006.The Board believes that the prospects for the Group in the current financialyear are satisfactory. 9. Circular and Special General Meeting The Circular to shareholders in connection with the IPO and the grant of optionsunder the new long-term incentive plan will be posted to shareholders today. ASpecial General Meeting has been convened for 19 April 2007 at the WashingtonMayfair Hotel, 5 Curzon Street, London W15 5HE at 12.00 p.m. (or so soonthereafter as the Annual General Meeting of the Company may be concluded oradjourned). At the special general meeting a resolution will be proposed toapprove the IPO and the grant of options under the 2007 OWHL Long Term IncentivePlan described in paragraph 6 above Enquiries to: Keith Middleton, Ocean Wilsons Holdings Limited, +55 (21) 2126 4112 Sian Westerman, NM Rothschild & Sons Limited, +44 (0)20 7280 5000 N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is advising Ocean Wilsons HoldingsLimited and no one else in relation to the matters described in thisannouncement and accordingly will not be responsible to any person other thanOcean Wilsons Holdings Limited for providing the protections afforded to clientsof N M Rothschild & Sons Limited or for providing advice in relation to thematters described in this announcement. This announcement contains a number of forward-looking statements relating tothe financial condition, results of operations and business of the Group and ofthe WS Group and certain plans and objectives of the Board. These forwardlooking statements include any statements that are not historical facts. Forwardlooking statements are based on assumptions and assessments made by the Board inlight of its experience and its perception of historical trends, currentconsiderations, expected future developments and other factors it believesappropriate. They relate to events and trends that are subject to risks anduncertainties that could cause the actual results and financial position of theGroup and the WS Group to differ materially from the information presented in,or implied by, the relevant forward-looking statement. When used in thisdocument the words "proposed", "plan", "will", "may", "estimate", "project","intend", "aim", "anticipate", "believe", "expect", "should" , "could", "would"and similar expressions are intended to identify such forward-lookingstatements. Actual results may differ materially from those suggested by forward lookingstatements due to risks or uncertainties associated with the Group's and the WSGroup's expectations with respect to, but not limited to: (i) changes in thecompetitive and regulatory framework in which the Group or the WS Group operateand their respective abilities to respond to those changes and to implementsuccessfully their respective strategies; (ii) their growth and expansion; (iii)technological and market changes; (iv) exposures to market risks; (v) generaleconomic and political conditions in Brazil; (vi) the monetary and fiscalpolicies of Brazil; (vii) inflation, deflation, unanticipated turbulence of thefinancial markets in Brazil, the United Kingdom and globally; (viii) changes indomestic laws, regulations and taxes; and (ix) increased competition from othercompanies in the industry in which the Group or WS Group operate and theirability to retain their market share. For further discussions of factors that could cause the Group's or WS Group'sactual results to differ, please see the other sections in this documentincluding the section entitled "Risk Factors" set out in Part II of theCircular. By their nature, certain market risk disclosures are only estimatesand could be materially different from what actually occurs in the future. As aresult, actual future gains or losses could materially differ from those thathave been estimated. These forward-looking statements speak only as at the date of this announcement.Neither Ocean Wilsons Holdings Limited nor any member of the Group undertakesany obligation publicly to update or revise any of the forward-lookingstatements, whether as a result of new information, future events or otherwise,save in respect of any requirement under applicable laws or regulationsincluding under the Listing Rules, the Disclosure Rules or the Prospectus Rules. This announcement is not an offer for sale, or a solicitation of offers topurchase, WS Shares or BDRs in any jurisdiction. No action has been taken thatwould permit a public offer of WS Shares or BDRs in any jurisdiction outside ofBrazil. In particular, no offer to the public of WS Shares or BDRs will be madein any Member State of the EEA or the United States. No prospectus will beprepared with any regulations made in implementation of the Prospectus Directive(2003/71/EC) and the WS Shares and BDRs have not been registered under theSecurities Act. The WS Shares and the BDRs may not be offered to the public inthe EEA, absent an exemption from the requirement to prepare a prospectus. This announcement and the information contained herein are not for publication,distribution or release in, or into, the United States, Canada, Australia orJapan. The WS Shares and BDRs have not been and will not be registered under theSecurities Act and may not be offered or sold (a) in the United States absentregistration or an applicable exemption from registration requirements under theSecurities Act, or (b) in any other jurisdiction in which such offer or sale isprohibited. This announcement shall not constitute an offer to sell nor thesolicitation of an offer to buy the WS Shares or BDRs. Appendix I - Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise:"2007 OWHL Long Term Incentive the 2007 OWHL Long Term IncentivePlan" Plan, under which grants of options are proposed to be approved at the SGM"Annual General Meeting" the annual general meeting of the Company to be held at 11.00 a.m. on 19 April 2007 at the Washington Mayfair Hotel, 5 Curzon Street, London W15 5HE"BDRs" Brazilian Depositary Receipts, each of which represents 1 WS Share"Bermuda" the Bermuda Islands"Bermuda Stock Exchange" the stock exchange of Bermuda, headquartered in Hamilton"Board" the board of directors of the Company from time to time"BOVESPA" the Sao Paulo Stock Exchange (Bolsa de Valores de Sao Paulo)"Brazil" the Federative Republic of Brazil"Brazilian Business" the business of providing port and maritime services in Brazil carried out by entities within the WS Group"Company" or "OWHL" Ocean Wilsons Holdings Limited, a company incorporated in Bermuda under the Companies Act 1981 of Bermuda and the Ocean Wilsons Holdings Act 1991 with registered number 17148"Companies Act" Companies Act 1981 of Bermuda as amended from time to time"CVM" the Brazilian Securities Commission (Comissao de Valores Mobiliarios)"Directors" the directors of the Company"Disclosure Rules" the Disclosure Rules made by the UK Listing Authority under section 73A of FSMA in implementation of Article 6 of the Market Abuse Directive (Directive 2003/6/EC)"EEA" European Economic Area"Exchanges" the Sao Paulo Stock Exchange and the Luxembourg Stock Exchange"FSA" the Financial Services Authority of the UK"FSMA" the Financial Services and Markets Act 2000 (as amended)"Group" the Company and its subsidiary and associated undertakings from time to time"Investment Manager" Hanseatic Asset Management LBG"IFRS" International Financial Reporting Standards, as adopted by the European Union"IPO" the proposed initial public offering of WS on the Exchanges, and the associated offerings of new WS Shares and BDRs and including the sale of existing WS Shares by OWHL, and other arrangements connected therewith, as more fully described in this document"Listing Rules" the Listing Rules made by the UK Listing Authority under section 73A of FSMA"London Stock Exchange" London Stock Exchange plc"MSCI World Index" the Morgan Stanley Capital International World Index, an unmanaged index composed of more than 1,400 stocks listed on exchanges in the US, Europe, Canada, Australia, New Zealand and the Far East"OWHL Closing Share Price" the closing middle market quotation of a Share as derived from the Daily Official List of the London Stock Exchange as at 28 March 2007 (the latest practicable date prior to the publication of the Circular)"OWIL" Ocean Wilsons (Investments) Limited"Offer Price" the final price at which WS Shares are disposed of by the Company and WS Shares and BDRs are allotted and issued in the IPO"Prospectus" a price range offer document prepared in connection with the IPO"Prospectus Rules" the Prospectus Rules made by the UK Listing Authority under section 73A of FSMA in implementation of the Prospectus Directive (Directive 2003/71/EC) and the Prospectus Regulation (Commission Regulation (EC) No. 809/2004)"Real" the lawful currency of Brazil"Relationship Agreement" the agreement between the Company and WS dated 30 March 2007 setting out certain aspects of the relationship between the Group and the WS Group"Securities Act" The US Securities Act of 1933, as amended"Share(s)" common shares of 20 pence each in the share capital of the Company"Shareholder(s)" holder(s) of Shares"Special General Meeting" or the special general meeting of the"SGM" Company to be held at the Washington Mayfair Hotel, 5 Curzon Street, London W15 5HE at 12.00p.m. (or so soon thereafter as the Annual General Meeting may be concluded or adjourned) on 19 April 2007"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland"UK Listing Authority" the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA"US" or "United States" the United States of America"U.S. Person" has the meaning given to such term in Regulation S of the Securities Act"WS" Wilson Sons Limited, incorporated in Bermuda with registered number 16059"WS Board" the board of directors of WS from time to time"WS Bye-Laws" the bye-laws governing WS"WS Group" WS and its subsidiary and associated undertakings (but excluding the rest of the Group)"WS Shares" shares in the share capital of WS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ocean Wilsons