Ocean Wilsons (holdings)... Share Discussion Threads

[last of the mohicans] 21/2/2024 15:57

Extrader,

I saw it last night (UK time) & just left it at that.

"esteem and gratitude" I think says it all really.

But if you & Livingstone20 want to make more of it, carry on.

On 21st March we'll get an update of some kind for sure along with year-end results.

LOTM

[extrader] 21/2/2024 13:59

Hat tip to Livingstone20

Wilson Sons CFO

Another Brazil release that could be business as usual but is also entirely consistent with an impending transaction as an acquirer is usually wants to put their own CFO in, even if retaining key operational management, thus would likely exclude from new retention scheme when implementing.

Rio de Janeiro, 20 February 2024 – Wilson Sons S.A. (B3 Ticker: PORT3) (“Wilson Sons” or “Company”;), in compliance with article 157, paragraph 4, of Law No. 6,404/76, as amended, CVM’s Resolution nº 44/2021 and other applicable legal and regulatory provisions, hereby informs its shareholders and the market in general that Ms. Fabrícia Souza, the Company’s Chief Financial Officer, will no longer be a member of the Company’s Executive Board of Officers effective 13 March 2024. Until that date, Ms. Souza will support Wilson Sons in finalizing the 2023 annual financial statements.

Mr. Fernando Salek, current Chief Executive Officer, who has previously served the Company as Chief Financial Officer, will ensure the continuity of the financial agenda, supported by the Investors Relations Officer, Michael Connell, and the controller, Marcello Torres.

The Company expresses its wishes of esteem and gratitude to Ms. Fabrícia Souza for her dedication to the Company.

Michael Robert Connell

Investor Relations Officer

GLA

[extrader] 02/2/2024 15:28

Thanks for the prompt, Piedro,

It looks to have been
June 2021
May 2022
Sept 2022
Oct 2022 (released Nov 2022)
Feb 2024

HTH

[piedro] 02/2/2024 15:04

"Well, OCN is sufficiently interested to have RNS'd the Edison report"

If you check back I think you will find that Edison makes a report every 6 months
or so, all of which get RNS'ed

[extrader] 02/2/2024 14:43

Well, OCN is sufficiently interested to have RNS'd the Edison report...so I suppose 'at the right price/on the right terms', something might happen.

'Dum spiro, spero'.

ATB

[last of the mohicans] 02/2/2024 14:23

Extrader,

One of the problem with someone trying to buy OCN is the "poison pill" that's in place.

Or had you forgotten about it ?

If you buy over 5% of the OCN (I think it is) they can make you sell them back down to under 5% !

We know there's massive value stored up in OCN, getting it out of OCN is a totally different ballgame.

Good Luck
LOTM

[extrader] 02/2/2024 13:42

Hat tip to Livingston20 for this (paid, £60K pa) research from Edison just out :

hxxps://www.edisongroup.com/research/strategic-options-being-considered/33199/

Ref my (semi-jocular) comment re deep-pocketed SWF asset-stripper, interesting to see

.."Another way to highlight OCN’s value (based on the same figures) is to look at the current value of OCN’s 57% stake in PORT3 (£668.8m) and compare it to the current value of OCN (£443.8m). In effect, investors would get a controlling stake in PORT3 at a one-third discount and would receive the rest of OCN’s assets for free..."

'Do the math' as the Americans say...

GLA

[mancman1] 02/2/2024 08:34

Extrader

I think you may be right! I did notice that he gave £100,000 to Rishi Sunak's own election campaign, so we all await Sunak's resignation honours list which will surely come this year, although "resignation" may be another verbal slip.

[extrader] 02/2/2024 03:28

Hi Mancman1,

.."William Salomon has been a beneficiary of the Conservative Party.."

Great Freudian slip! ;->

I suggest that he started out as a benefactor, but doubtless hoping in due course to be a beneficiary...

[extrader] 02/2/2024 03:26

Hi LOTM,

When you set things out like that, it's obviously a good deal more complicated than I'd (somewhat superficially) assumed ;-<<br />
It seems that the 'independent' directors will have to 'grow a pair' and earn their fees....

Could a deep-pocketed SWF (or similar) make an offer for OCN AND Hansa (at a premium for Wilson Sons and close to NAV for the investment portfolios); sell off the investment portfolios; and then do whatever it wanted to do with its real target, Wilson Sons?

A very elaborate form of asset-stripping, to be sure, but how else to get around the complexities of the shareholdings?

Interesting times! ....and that wasn't a ref to the mooted Chinese (?) interest.

ATB

[last of the mohicans] 01/2/2024 23:36

Personally if Wilson & Sons is sold, I don't see a merger between OCN & Hansa Trust happening.

Its fraught with complexity.

Hansa has 2 different types of shares in issue the voting ones & non-voting ones. The 2 family's control enough of the voting ones to keep control of it. However they don't have a majority ownership of the non-voting ones (There are a total of 40M voting & 80M non voting)

At OCN they own just over 51% of it with half of that ownership coming in the form of Hansa.

Who would make the offer for the other?

It would needs to be priced at a price that the independent directors could justify it as being in the best interests of shareholders to accept (both companies).

Hansa NAV currently sits at £427M but the shares trade at a discount of over 40% currently to that valuation & they still don't carryout buy-backs of the A shares which they have the authority to do.

Over 27% of that value comes from the OCN holding meaning the rest of the Hansa portfolio is worth £300M max & the OCN % will have increased since the end of Dec to possibly 30% or more now.

OCN has a market value of £495M currently for the 35.36M shares in issue, but the current implied NAV is over £23 per share, ie a value of over £800M at the current Wilson & Sons price.

So working backwards, the non family shareholders own roughly £400M in OCN.

The family own roughly £200M of OCN & Hansa slightly over £200M.

That means the cash value of Hansa would be around £500M in total, or over £4 per share. The 2 family own under 30M shares, so I'll assign them £120M to be on the safe side.

So the £1.1 Billion we're talking about in total is split into 3 groups the 2 family's have £320M of it, £380M of it belongs to the other Hansa investors & £400M of it belongs to the other OCN shareholders.

Leverage wise you'd say its still possible for the family's to still keep control of the empire in a convoluted structure but its going to be extremely difficult to do & the vast majority of shareholders in OCN & Hansa know what's coming.

They've seen the years of pathetic Investment performance that Hanseatic have given everyone, they are not going to put up with it, they will want cash so they can get away from them & get decent returns on there money elsewhere.

The breakdown of the assets show's that Hansa doesn't have the cash to buy OCN all it could do is offer OCN shareholders shares or a cash/shares combo, but no-one in there right mind is going to take A shares in this day & age & are highly unlikely to take even the voting shares unless there being offered full value for there OCN shares. But in doing that the 2 family's would lose control of Hansa because they only own 25% of OCN compared to our 48% & when that's converted into Hansa A shares there total holding would drop below 50% of the A shares.

OCN would have the cash to buy Hansa, but that would definitely fall under the category of invested interest when it comes to the 2 family's & so they wouldn't be in a position to vote on whether to approve such an offer & I'm sure the rest of us would vote to reject such a move & would be asking the directors to step down for wasting our time & money.

LOTM

[mancman1] 01/2/2024 22:14

Ownership looks quite complicated. I think William Salomon owns 27% of Hansa and 13% of Ocean Wilsons, and Hansa owns 25% of Ocean Wilsons. Ocean Wilsons owns 56% of Wilson, Sons. Christopher Townsend owns 11% of Ocean Wilsons. Salomon is on the Board of all three companies, Townsend on the Board of Ocean Wilsons and Wilsons.

I can't figure out how you would untangle all that and simply merge the two companies.
I imagine that highly paid corporate lawyers will come out with a solution that benefits the major stakeholders.

I see that William Salomon has been a beneficiary of the Conservative Party to the tune of £850,000. Strange that so far he has got only an OBE.

[cousinit] 01/2/2024 21:17

Sadly, I'd agree. My hope is that OCN might allow a partial tender at a c20% discount to NAV ahead of that. Obviously a few fences to negotiate first...

[topvest] 01/2/2024 20:12

Presumably it makes sense to merge this vehicle with Hansa post sale?

[topvest] 01/2/2024 20:11

This all looks very promising for some long awaited crystalisation of value. I wonder how much Wilson will go for? Its probably a valuable asset to these acquirors.

[pugugly] 01/2/2024 18:39

phil140158 Sounds about right going by the charts. Not sure howver if it is mid - bid or offer.

[extrader] 01/2/2024 18:24

Per Bloomberg (hat tip to Cousin_IT on lse...)


"PSA Is Said to Show Interest in Port Operator Wilson Sons
Controlling shareholder Ocean Wilsons is reviewing investment
Ocean Wilsons says it’s received offers for its stake
By Vinicius Andrade and Manuel Baigorri
January 31, 2024 at 1:07 PM GMT

PSA International Pte, the port operator owned by Singapore state investor Temasek Holdings, has shown interest in acquiring Wilson Sons SA, a Brazilian port and maritime logistics company, according to people familiar with the matter.

Potential buyers in China also have shown interest, said the source......"

Maybe, baby....

[phil140158] 01/2/2024 15:17

Pug, I've got 1434 in 2011 as the all time high. Is that right?

[pugugly] 01/2/2024 14:33

Only a little bit to go before thread headline is true . Will it happen and if so when?

[1c3479z] 29/1/2024 20:11

edging ahead: ahead of the review update,

[last of the mohicans] 23/1/2024 20:00

Well since OCN control 57% of the voting rights, they wouldn't have even tabled the motion without OCN's approval in the 1st place.

Let's see if having this plan "officially" in place brings about any announcements of a tabled offer for the company or such like.

GLA
LOTM

[livingstone20] 23/1/2024 14:14

Retention plan approved (unsurprisingly) 94% to 4% with 2% abstained.

[pugugly] 21/1/2024 08:14

LOM Thanks - Agreed not changed much but with (imo) political risk medium to high at the moment - not sure I would want to hold Brazilian Reals at the moment.

[last of the mohicans] 20/1/2024 23:11

Hi Livingstone20,

From the announcement ......

Rio de Janeiro, 17 January 2024 – Wilson Sons S.A. (B3 Ticker: PORT3) (“Wilson Sons” or “Company”;), pursuant to the regulations in force, hereby informs its shareholders and the market in general that, at the meeting held on this date, the Company’s Board of Directors approved the distribution of interim dividends (“Dividends221;), based on the year-to-date financial results to 30 September 2023, observing the following conditions:

i. Shareholders will receive Dividends in the total amount of R$0.13453976 per common share issued by the Company ("Shares"), which is equivalent to R$59,196,001.01 on this date;

--------------

This blows a large part of your reasoning in your post 1640 out of the water, as the dividend is for the period to 30th September. Which isn't the date they'll be existing should a deal be agreed.

The first interim dividend in a long time was declared & paid in Dec 2022. This payment is just a few weeks later than that calendar wise & follows the much bigger payment that occurred on 20th October ( ie 3 month's ago).


That October payment was substantial & is already in OCN's separate bank account. So I doubt they were or are in any rush/need to get less than 40% of the amount they got just 3 months ago.

PUGUGLY,

The dividends are declared in Brazilian Real & the $ exchange rate hasn't varied that much in the last 6 to 9 months.

LOTM

[cousinit] 20/1/2024 10:19

It could also be a sign of confidence - business is robust enough to sustainably deliver quarterly dividends. Income investors often value that.

You can take this two ways - buyer needs to value this at a premium to where the market would. Or damage limitation if no deal concludes.