Ocean Wilsons (holdings)... Share Discussion Threads

[pugugly] 20/1/2024 08:58

Worries about future changes in exchange rates??
So lock in current rates??

[livingstone20] 19/1/2024 20:18

I’m hoping I’m not just seeing what I want to see but my potential narrative on that is different. Perhaps the auction agreed a share price way back, they have ‘nickel and dimed’ a few extra centavos in final negotiations, or as it has dragged on, as an exiting shareholder they want their income share to the date they exit and they have settled on this strange amount. It just otherwise seems very odd to suddenly introduce a quarterly dividend, in the midst of a sale process with no mention of a new dividend policy. The only party who benefits from a quarterly dividend who couldn’t wait for the regular annual dividend is the majority exiting Wilson shareholder.

[last of the mohicans] 18/1/2024 08:48

Hi Livingstone20

hmm I'm not sure this is good news for any deal.

Why? because the dividend payment will lower the value of any offer for Wilson & Sons by that same amount.

If your trying to encourage minority shareholders to accept an offer, you want the price to look as high as possible, not lower than it could have been.

The October Wilson & Sons dividend was R$0.32121265 per share at a total cost of R$141,330,000

This time round it is R$0.13453976 at a total cost of R$59,196,001

Which is a really strange amount. You'd have thought it would be like half of the October one !

And an indication that they were maybe going to start introducing quarterly payments from now on!

For reference the final dividend in May 23 was R$0.3120000 at a cost of R$137,269,048

So I've no idea now what the final dividend is going to look like .......

Maybe R$82M ?

GLA
LOTM

[livingstone20] 18/1/2024 08:08

So now Wilson Sons announced they are paying an interim dividend for first 9 months, and will go xd on 23rd Jan, same day as EGM on retention plan for execs for m&a period. All seems to be lining up for the deal??

[jaws6] 09/1/2024 06:58

Thank you .

[last of the mohicans] 08/1/2024 16:40

jaws6



GLA
LOTM

[jaws6] 08/1/2024 15:53

where is that pl ? not on RNS yet ,thanks

[ygor705] 03/1/2024 20:34

OW seem to be off to a very lively start to 2024. Some good posts here more than adequately explain the case for both the prosecution and defence but the jury seem to be leaning towards awarding something to the shareholders for a change. share price closes tonight at a three year high (at the very least). Happy New Year to fellow investors who seem to be enjoying a decent ride on the Ocean Wave!

[livingstone20] 03/1/2024 17:46

Yes - agreed - tidy-up makes a lot of sense. You wouldn’t want to leave all this complexity to next generation and it crystallises lot of hidden value. Fingers crossed! EGM is 23rd Jan. Interesting to see once that condition has approved how quickly things move from there. Is this was a final condition it may be quite tightly behind. Why leave yourself with open risk of an expensive retention scheme and no deal for longer than you need.

[topvest] 29/12/2023 15:51

I suspect the plan is to tidy-up the family business and step 1 is to sell Wilson, when the price is fair-good. I also agree that it makes sense to merge OCN and Hansa - I suspect this would be tax neutral given they are both in Bermuda, but I'm certainly no expert. Anyway, could be a good uplift on OCN and Hansa if this all comes off in 2024. Lets hope so!

[livingstone20] 29/12/2023 15:13

In my view we have gone quite a way beyond ‘smoke’ to ‘blazing fire’ with a second sale process in a few years, July and November confirmations of process, a reference to offers being conditional, then a specific acquisition focused retention scheme with £30m in which sound highly feasible condition, a 75% plus increase in Brazil share price, repeated stories in Brazil press that can only rationally be placed by seller, press articles with one buyer confirming their interest, acquisitive track records and cash piles etc etc. You don’t burn all this money and advisers fees for 6 months if you are not very serious about a deal. I’m convinced this is the planned end game. There has been no particular need for them to worry about OCN discount previously - it’s mainly been a device to protect them from capital gains and inheritance tax. But once Wilson sold OCN may have served its purpose. Why run both OCN as a quasi investment trust and Hansa, an actual larger investment trust? In that scenario as soon as the tax conditions have been met, which may be years, or may not need to be, not an expert, it could feasibly be wound up, in which case total payouts could get much closer to the NAV, which would in turn drive large step up in Hansa NAV and performance, and discount narrowing. The whole convoluted structure seems set up for this kind of end game. That’s my best case scenario anyway!

[varies] 28/12/2023 19:29

Thanks, Jane Deer.
Sir Walter was very successful with his investments in individual stocks whereas his successors spread the portfolio over a great many funds, most of them undistinguished.

[jane deer] 28/12/2023 19:13

Varies

According to my notes (which may be wrong, DYOR), William Salomon is born around 1958 and is the son of Sir Walter Salomon. Christoper Townsend (born around 1974)is as you say the son of Mrs CA Townsend and is Sir Walter's grandson and William Salomon's nephew.

ExTrader

I think I largely agree with you.

[varies] 28/12/2023 11:22

Sir Walter Salomon had a son and a daughter and the daughter married a Mr. Townsend.
My impression is that the current Salomons and Townsends in control of OCN are Sir Walter's grandchildren but I may be a generation out.

[1c3479z] 28/12/2023 11:11

for an amateur, what is the relationship of Townsend to the company, I know Salomon is 'family' holds a very large stake. Is Townsend also related and what is his stake?
seem to remember him as chairing a lot of investment trusts, if it's the same man.

[jane deer] 28/12/2023 08:19

ExTrader

I don’t see why there would be any need for a “poison pill” defence. The Salomons have majority control at Wilson Sons (as well as at OCN and Hansa.) if they do not want to sell Wilson Sons, they just say “no”.

This does not mean that a sale is likely - but the incentive package for management does make me think that a sale is more likely than I thought a month ago. Whether if/when Wilson Sons is sold, it creates value for minorities in OCN - we are in the lap of Salomon/Townsend.

[extrader] 27/12/2023 20:35

You're welcome!

To clarify my position : I think 'summat's up' and the timing suggests that it's related to the 'informal approach'

My confirmation bias as someone invested encourages me to think this is OCN/Wilson Sons taking the approach seriously..and making sensible contingencies.

But when out on my run this morning, it equally occurred to me that it might just be a 'poison pill' defence, making the overall cost prohibitive : the detail that some of the retention envisaged might be for 10 years seems more like maximising payout than the time it would take to transfer/or acquire expertise to be able to run the business....

Either way, it should go some way towards establishing 'market worth' on a business that currently has a double discount, so - fingers crossed- will be a positive (of sorts) for the s/p.

IMO, AFAICS, NAI etc etc.
ATB

[inomario] 27/12/2023 19:08

Thanks Extrader for your well-informed posts. All the best for the festive season

[extrader] 23/12/2023 13:02

HiPiedro,

A month ago you were dismissive at the possible significance of a 'strategic review', pointing out that this was usually an annual event.

I observed that in fact OCN hadn't undertaken a strategic review for 4 years, so your argument fell at the first hurdle.

Another poster yesterday drew attention to a Bradesco comment, which I initially thought (and said) might be 'promotional'.

However, on digging into the actual source document - an RNS, calling for an EGM, to discuss implications of a 'Potential Operation' - it seemed (and seems) to me that there might be more substance, viz:

- [could] result in an operation involving the transfer of its direct or indirect equity interest in the Company (“Potential Operation”);

- possibility taken sufficiently seriously to retain specialist advisors;

- it looks as though there's an 'issue' with the recently-approved LTIP (no idea what this is about? maybe not 'generous' enough?). The issue is mentioned in the covering RNS, but not in the separate detailed proposal.

- This focusses on retention and non-compete clauses, because .."the Company will have the challenge of maintaining its activities and the attractiveness of its operations without interruptions, as well as requiring the support and contribution from some of its key employees to engage in extraordinary activities to assist in the execution and closing of a Potential Operation..."

I address a subsequent observation (that this possibility isn't reflected in the s/p) by drawing attention to an obvious potential downside.

I use the bulletin boards to help my own investment decisions by sharing info in an (I hope) relatively balanced way, hoping that more knowledgeable posters will comment in ways that help improve my understanding of risks and opportunities.

As you'll see from my posting history elsewhere - I see that we overlap on SRT, which co-incidentally is also 'in the news' - that's my usual approach.

If you feel that anything I've posted is misleading - or (from my p.o.v.) worse: I've misunderstood something- feel free to say why.

That way, everybody benefits (especially me).

On which note, Season's Greetings to one and all.

[piedro] 23/12/2023 11:45

Extrader,

If you throw in a few more "ifs" and "mights" you may be able to get a fire blazing among some of the more sensitive readers.

AFAICS.

[extrader] 22/12/2023 16:03

Well, the basic catch is that - if OCN DID sell down its stake in Wilson Bros - they might just add the proceeds to the (underperforming) investment holding co and not necessarily hand on/out the proceeds to shareholders.

So any benefit might be 'diluted' in transmission.

AIUI

[pockstones] 22/12/2023 15:50

So £22.7m for senior staff to carry on turning up
Suggests a whiff of smoke but the Wilson’s share price continues to outperform Ocean Wilson’s share price so I suspect there is a catch somewhere

[extrader] 22/12/2023 11:29

Here's the detail
hxxps://api.mziq.com/mzfilemanager/v2/d/8284de4a-426a-465a-beab-92abeabafc97/66d0bf7b-9c0e-fe47-6b9b-946cab5a9266?origin=1

Extract

.."In view of the strategic review being carried out by the Company's indirect controlling shareholder, Ocean Wilsons Holdings Limited (“OWHL”), which has the potential to result in an operation involving the transfer of its direct or indirect equity interest in the Company (“Potential Operation”), as disclosed in the Material Facts released to the market on 12 June 2023 and 14 November 2023, the management has structured, with the assistance of specialised advisors, as a way of preserving and maximising the Company's value in a Potential Operation, as well as compensating and retaining the Company professionals, a retention and non-competition plan for the management, comprising the Company's executive officers and the Chairman of the Board of Directors, and key employees of the Company, the overall value of which will be up to R$141,864,604.00 ....

Until the closing of a Potential Operation, the Company will have the challenge of maintaining its activities and the attractiveness of its operations without interruptions, as well as requiring the support and contribution from some of its key employees to engage in extraordinary activities to assist in the execution and closing of a Potential Operation. Therefore, retaining key employees is a critical success factor for the smooth functioning of the Company, for a Potential Operation, and consequently, for maximising the value of the Company in the context of a Potential Operation.

In this sense, the Retention and Non-Competition Plan has been structured with an initial term of 24 (twenty-four) months, which may be extended by decision of the Board of Directors for a further 12 (twelve) months (“Term of the Plan”), and in such a way as to make possible payments contingent upon the execution and closing of a Potential Operation. Therefore, the payment of any amount will serve as compensation (i) for the employee's continued tenure and (ii) for non-competition and non-solicitation obligations to be entered into with the key employees, as necessary, for terms that may vary from 3 (three) to 10 (ten) years, in accordance with the employee’s relevance to the Company's normal course of business, their access to confidential and strategic information of the Company, and the potential harm to the Company if they were to compete directly or etc etc..."

Smoke, fire, any without?

GLA

[flyfisher] 22/12/2023 11:10

Thanks for that Eezy.

[extrader] 22/12/2023 10:51

BBI Review

Wilson Sons (PORT3): Retention plan indicates "imminent" purchase deal and could be catalyst for shares

In Bradesco BBI's view, MSC seems to be the favorite candidate to acquire Wilson Sons

InfoMoney Team

2023-12-21 10:13 AM • Updated 21 hours ago

Yesterday (20), after the market closed, Wilson Sons called an extraordinary general meeting (EGM) for January 23, 2024 to propose a non-compete and key executive retention plan.

The move is due to the possibility of an M&A transaction confirmed by its controlling shareholder, Ocean Wilson Holdings Limited (OWHL), on June 12 and November 14.

In Bradesco BBI's view, the news indicates that a deal seems imminent and MSC appears to be the favorite candidate to acquire Wilson Sons. PORT3 shares recorded gains of 0.68%, at R$ 16.33, at 10:06 am (Brasília time) in the session this Thursday (21)...."


But this may be Bradesco just drumming up business/interest.

Story continues

"..It is worth noting that, according to a June report in the newspaper O Globo, MSC was negotiating the purchase of 57% of Wilson Sons in a transaction of approximately R$5 billion or R$8.8 billion for 100%, which caused the shares to soar at the time.

However, as reported by the company on November 14, Ocean Wilson confirmed that during the competitive process, the controlling shareholder received several non-binding offers.

In the house's view, the offers could raise the acquisition price to the upper range of R$19.90 to R$25.60 per PORT3 asset or a multiple of 9 times to 11 times the EV/Ebitda multiple (EV = market value + debt; Ebitda = earnings before interest, taxes, depreciation and amortization) for 2024. "This could lead to a 23% to 58% rise in the shares compared to Wednesday's closing price," says the bank.

In addition, this unexpected proposal to approve a non-compete and retention plan could also be part of the closing conditions of the deal, suggesting that a binding offer and, consequently, the announcement of the deal seem imminent.

BBI continues with an outperform recommendation for Wilson Sons' shares with a target price of R$ 18.00 for the end of 2024..."

The unambitious target price doesn't square with their analysis, AFAICS !

FWIW, DYOR , NAI etc