Data Highlights
03
SECTION
one
Strategic Report
04
06
The Chair’s Statement
08
Business Review
15
Financial Report
17
Risk Management
SECTION
two
Governance Report
22
24
Report of the Directors
30
Nomination Committee Report
33
Remuneration and Management Oversight Committee Report
36
Audit and Risk Committee Report
39
Corporate and Social Responsibility
40
Directors’ Responsibility
SECTION
three Task Force on Climate Related
Financial Disclosures
42
SECTION
four
Consolidated Financial Statements
49
51
Independent Auditor’s Report
58
Consolidated Statement of Profit or Loss and Other Comprehensive Income
59
Consolidated Statement of Financial Position
60
Consolidated Statement of Changes in Equity
61
Consolidated Statement of Cash Flow
62
Notes to the Consolidated Financial Statements
101
Five Year Summary (Unaudited)
SECTION
five
Shareholder Information
102
103
Directory
104
Notice of Annual General Meeting
107
Form of Proxy
TABLE OF CONTENTS
A B O U T O C E A N W I L S O N S H O L D I N G S L I M I T E D
Ocean Wilsons Holdings Limited (“Ocean Wilsons” or the “Company”) is a Bermuda
investment holding company which, through its subsidiaries, holds a portfolio of
international investments and operates a maritime services company in Brazil.
The Company is listed on both the London Stock Exchange and the Bermuda
Stock Exchange.
P R I N C I PA L A C T I V I T I E S
The Company’s principal activities are currently the management of a diverse global investment portfolio and the
provision of maritime and logistics services in Brazil.
Ocean Wilsons has two operating subsidiaries: Ocean Wilsons (Investments) Limited (“OWIL”) and Wilson Sons
S.A. (“Wilson Sons”) (together with the Company and their subsidiaries, the “Group”).
In October 2024, the Company agreed to sell its entire interest in Wilson Sons, with completion of this transaction
expected in Q2 or Q3 of 2025, subject to regulatory approvals and other closing conditions.
Following its announcement of the transaction, the Board undertook an extensive consultation exercise with
shareholders regarding its use of net proceeds from the transaction. Having considered the feedback from that
exercise, the Company announced on 20 March 2025 that it intends to return a portion of those net proceeds to
shareholders by way of a tender offer for up to 7,072,608 ordinary shares of 20 pence each in the capital of the
Company representing 20% of the issued share capital of the Company.
The tender offer has been sized on the basis that it is the largest practicable that the Company is currently able
to undertake while ensuring that the Company does not become a “close company” for the purposes of the UK
Income and Corporation Taxes Act 1988.
The Board expects to launch the tender offer as soon as reasonably practicable following completion of the
transaction, at which point the detailed terms of the tender offer, including its structure, terms and pricing, will
also be provided to shareholders.
The Board continues to consider a range of strategic options in relation to its use of the net proceeds of the
transaction remaining after completion of the tender offer and expects to make a further announcement in due
course.
O B J E C T I V E
The Company’s objective is, and will continue to be post the completion of the sale of Wilson Sons, to focus
on long-term value creation through its investment holdings, leveraging our long-standing investment market
relationships and through detailed insights and analysis.
Data Highlights
Key Data AT 31 DECEMBER - IN US$ MILLIONS
Share Data AT 31 DECEMBER
Profit after tax
$119.1
2023: $103.1
Change: + 15.5%
Investment portfolio net return
$16.9
2023: 25.8
Change: - 34.5%
Investment portfolio assets
$325.9
2023: $310.9
Change: + 4.8%
Net assets
$839.4
2023: $815.8
Change: + 2.9%
Net debt
$336.1
2023: $479.1
Change: - 29.8%
Net cash inflow from operating activities
$185.3
2023: $128.7
Change: + 44.0%
Share price (GBP)
13.00
2023: 12.00
Change: + 8.3%
Earnings per share (USD)
202.7 c
2023: 189.6 c
Change: + 6.9%
Dividend paid per share (USD)
85 c
2023: 70 c
Change: + 21.4%
Proposed dividend per share for 2025 (USD)
122 c
Change: +43.5%
• 3 •
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 4 •
Strategic
Report
The Chair’s Statement
I am pleased to present the 2024 Annual Report for Ocean Wilsons. 2024 was a pivotal year
for the Company as we took significant steps to reshape the business. The Board remains
focused on prudent capital allocation and optimising outcomes for our shareholders in the
years ahead.
Sale of Wilson Sons
A defining event of the year was the announcement in
October 2024 that we had agreed to sell our entire interest in
Wilson Sons to SAS Shipping Agencies Services Sàrl, a wholly
owned subsidiary of MSC Mediterranean Shipping Company
SA, for BRL17.50 per share. This decision reflects the ongoing
consolidation trend in the global port operations industry,
where larger players are driving market efficiencies. While
Wilson Sons has continued to generate strong revenues
and earnings, we firmly believe that this sale represents a
compelling opportunity to realise value for our shareholders
while positioning Ocean Wilsons for the future.
Until the completion of the transaction, Ocean Wilsons
continues
to
benefit
from
Wilson
Sons’
financial
performance, including dividend distributions, which are
returned to shareholders through our dividend policy. We
remain confident in the contribution of Wilson Sons to our
overall financial strength until completion of the disposal.
Use of Proceeds and Shareholder
Consultation
Following extensive consultation with shareholders on the
optimal use of proceeds from the Wilson Sons sale, the Board
announced on 20 March 2025 its intention to initiate a tender
offer for up to 20% of the Company’s outstanding shares.
The detailed terms of the tender offer, including pricing and
structure, will be finalised and announced to shareholders as
soon as reasonably practicable following the closing of the
Wilson Sons transaction. This return of capital has been sized
so as to balance our commitment to delivering shareholder
returns while ensuring that the Company does not become
a “close company” for the purposes of the UK Income and
Corporation Taxes Act 1988.
The use of the remaining proceeds from the sale are still
under consideration and the Board is actively engaged in
assessing various strategic opportunities. We are committed
to ensuring that these funds are deployed in a manner that
aligns with our overall business strategy and responds to
the shareholder feedback we received in our consultation
process. The market will be updated as our plans evolve in
the coming months.
Investment Portfolio Performance and
Market Outlook
Our investment portfolio subsidiary, OWIL, delivered a net
return of 5.3% in 2024. While this was a solid performance,
particularly in the context of broader market conditions,
the return aligns with the expected volatility that is likely
to increase in 2025 given the initial experience and the
anticipated policies under the Trump administration. Despite
near-term uncertainties, OWIL remains well-positioned with
a strategy focused on diversified, high-quality investments
that support steady and sustainable growth.
Commitment to Future Growth and
Shareholder Returns
Looking ahead, our primary focus remains on delivering
sustainable financial performance and ensuring effective
capital management. We are committed to:
•
Returning capital to shareholders – through the planned
tender offer and distribution of the regular dividends
from Wilson Sons, while maintaining financial flexibility.
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 6 •
•
Strategic capital deployment – ensuring that the
remaining proceeds from the Wilson Sons sale are
utilised in a manner that aligns with our corporate
objectives and which provides appropriate shareholder
returns.
•
Maintaining a robust investment portfolio – OWIL
remains well-positioned to navigate market volatility
while continuing to generate positive returns.
The Board remains confident in the strength of Ocean
Wilsons’ investment approach and is fully committed to
executing initiatives that support sustainable performance
and shareholder value creation. We appreciate the continued
support of our investors and look forward to the opportunities
that lie ahead as we enter this new phase for the Company.
We have proudly invested in Wilson Sons for over 80 years,
and I would like to extend our deep appreciation to the Wilson
Sons board, management, and employees for their enduring
partnership. They have consistently delivered strong
operational results and provided vital support throughout
Ocean Wilsons’ strategic review and subsequent due
diligence processes. Their professionalism, commitment,
and willingness to facilitate the transaction, including
assistance with the regulatory filing requirements, has been
invaluable. We leave Wilson Sons with immense gratitude for
their many contributions to our Company’s history, growth,
and reputation and wish them every future success.
Caroline Foulger
Chair
19 March 2025
• 7 •
Business Review
Investment Manager Report
The past year was a familiar story as the US continued to dominate global equity markets. Against the backdrop of robust growth
and falling inflation, interest rates in the US started to decline. Markets continued to be led by the Magnificent 7 technology
companies – Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta and Tesla – while much of the rest of the world struggled with
stagnant, or declining, economic growth. This was partly due to the increasing importance of geopolitics, with wars continuing
in Ukraine and the Middle East, and the shift in Europe away from mainstream political parties to more far right and left-wing
parties. The most significant event was the re-election of Donald Trump as US President in November. Trump promised an
America First policy agenda and while much of the detail will take some time to emerge, it is clear that he intends to be more
aggressive in his trade dealings with both America’s allies and enemies and to seek to cut taxes, regulation and immigration at
home.
Against this backdrop, the investment portfolio had a gross return of 6.5% and a net return of 5.3%, while the portfolio’s absolute
benchmark (US CPI Urban Consumers NSA + 3% p.a.), which is inflation based, returned 5.9%. The portfolio performance was
ahead of a 60:40 composite of the equal weighted equity index and global treasuries, which rose 1.4% during the year.
Cumulative Portfolio Returns
2024
2023
3 Years
p.a.
5 Years
p.a.
OWIL (Gross)
6.5%
10.1%
0.3%
5.6%
OWIL (Net)*
5.3%
8.9%
(0.8%)
4.4%
Performance Benchmark
5.9%
6.4%
7.2%
7.2%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Mkt Cap)
8.2%
14.9%
0.5%
4.6%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Equal Weighted)
1.4%
7.0%
(3.5%)
0.8%
MSCI ACWI + FM NR US$ (Mkt Cap)
17.5%
22.2%
5.4%
10.0%
MSCI ACWI + FM NR US$ (Equal Weighted)
5.4%
8.9%
(1.7%)
3.3%
MSCI Emerging Markets NR US$
7.5%
9.8%
(1.9%)
1.7%
Bloomberg Global Treasury TR US$ (Unhedged)
(3.6%)
4.2%
(6.1%)
(3.2%)
JPM Cash US 3 Month TR US$
6.3%
4.8%
3.8%
2.6%
* Net of management and performance fees. No performance fees were earned in 2024 and 2023 as the high-water mark was not exceeded.
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 8 •
Portfolio Commentary
It has now been over a decade since the investment strategy
was changed in 2014 to provide investors with a balanced
portfolio of global assets that combines exposure to both
public and private equities, and a more defensive portion
added to the portfolio in 2016 that is invested in assets that
provide diversified returns, resulting in an increase of the
monetary value of the portfolio of US$76.9 million from
US$249.0 million to US$325.9 million with US$56.2 million
paid out in dividends.
Public Equity and Directional Hedge Funds
The portfolio’s public equity and directional hedge funds
segment include long-only funds and directional funds. In
2024, the US market and the technology sector continued to
be the primary contributors to the portfolio’s performance.
Public equity funds returned 11.4%, while directional hedge
funds returned 12.2%. Both these returns are strongly ahead
of the MSCI ACWI Equal Weighted Index that gained 5.4%
over the year. We believe this index gives a better indication
of wider market performance as it does not have the
distorting effect of the massive weights in the Magnificent
7 stocks, which now comprise almost a quarter of the MSCI
World market-cap weighted index.
With the continued dominance of the Magnificent 7 which
drove the US and global stock markets, it is perhaps
unsurprising that Polar Capital Global Technology gained
31.0% over the year. The manager of the Polar fund is very
bullish about artificial intelligence (AI) and has a significant
majority of the portfolio invested in companies that should
be beneficiaries of it. Despite having a large position in the
Magnificent 7, the fund is still underweight these companies
compared to its index. NVIDIA was the standout performer
as demand for top quality semiconductors remained
strong throughout the year. Broadcom and Marvell, both
chipmakers, also performed strongly after they announced
positive results with Marvell announcing that it had expanded
its strategic relationship with Amazon.
Several of the portfolio’s directional hedge funds performed
much better this year, benefitting from the higher volatility
compared to 2023. Armistice Capital gained 16.1% over the
year with the fund’s positioning in the healthcare sector being
the biggest contributor. The fund predominantly invests in
the healthcare sector which often has significant pricing
inefficiencies that the manager is able to exploit by going
both long and short. For much of the last three years the
sector has been out of favour with investors mainly because
long duration assets become less attractive when interest
rates are higher but also due to the Inflation Reduction Act
in the US.
Several changes were made to the portfolio over the year.
Helikon Long Short Equity Fund was opportunistically
added in August and has returned 21.1% since. The fund
is a concentrated, value-driven, predominantly European
strategy that focuses on exploiting pricing dislocations. A
position in IAG, the parent company of British Airways, Iberia,
Vueling and Aer Lingus, was one of the fund’s strongest
performers. Passenger numbers continued to grow and the
cost of capital declined following a significant deleveraging
exercise. The dividend was also reinstated for the first time
since the COVID pandemic which buoyed investor sentiment.
We also added two new positions in Japan with Arcus Japan
Fund and Alma Eikoh Japan Large Cap Equity Fund. The
funds are very different to each other with Arcus having
more of a deep value focus while Alma has a slight growth
bias and is more benchmark conscious meaning we think
they blend together well. iShares Expanded Tech Sector
ETF was added to maintain our exposure to the Magnificent
7 and technology sector as our active managers are naturally
underweight these companies.
Private Markets
The portfolio’s private market strategy was reviewed,
formalised and changed in 2014 when the focus shifted from
emerging markets to a select number of developed markets,
large-cap buyout managers. Since then, investments in
middle-market and venture capital managers have been
added to the portfolio with a focus on committing to multiple
vintages from fewer managers.
Key to our more recent success has been our ability to invest
with the top tier of private market managers. This access
is crucial to generating strong returns in private markets
with the long-term nature of our capital, the stability of our
structure and the depth of our relationships giving us several
strategic advantages that many other investors do not have.
We have adopted a core/satellite approach whereby we have
concentrated our investment in a small number of best-in-
class core managers and then supplemented them with a
few specialist managers in areas such as venture capital and
healthcare.
The performance of the pre-and post-2014 investments has
dramatically diverged over the last decade with the post-2014
investments significantly outperforming the pre-2014 funds.
The total private market strategy has returned 75.6% since
the change in 2014, with the pre-2014 investments returning
7.5% and the post-2014 funds gaining 217.0% making it by
far the best performing part of the investment portfolio.
The performance of the newer funds has been particularly
impressive and has outperformed even the market-cap
weighted public indices over three, five and ten years. The
value of the pre-2014 investments has been slowly reducing
as positions are sold with them now comprising just 10.2% of
the total investment portfolio. Overall, the private assets help
to smooth out portfolio returns since they tend not to react
as dramatically to market events as the public assets do. It
was notable that the private assets outperformed during
2022, being down only 1.6% while public markets fell 18.4%,
and thus they moderated the overall portfolio’s decline that
year.
• 9 •
Over the past year private markets have remained subdued
compared to public markets as exiting investments remained
challenging. The portfolio’s private market investments were
overall close to flat in 2024 while the post-2014 investments
returned 6.7% and the pre-2014 investments lost 10.9%. The
dramatic difference demonstrates a key trait of the market
this year where the best companies have continued to grow
and transact while the middle and lower quality businesses
have stagnated.
Private
Equity
Performance
2024
2023
3 Years
p.a.
5 Years
p.a.
Since
2014
New Private
Equity
(Post 2014)
6.7%
6.3%
4.4%
15.1%
217.0%
Old Private
Equity
(Pre 2014)
(10.9%)
0.2%
(5.6%)
(2.1%)
7.5%
2024 was a quiet year for new private market commitments
as most managers slowed their pace of capital deployment
as
buying
conditions
remained
challenging.
Two
commitments were made during the year: Gryphon VI Top-
Up Co-Investment and EQT BPEA Private Equity Asia IX. The
Gryphon fund is designed to extend the investing capacity
of Gryphon VI, a 2022 commitment, which targets middle
market buyouts in the US. This a particularly attractive area
as there is an abundance of companies that would benefit
from additional capital to quickly consolidate their industry
and expand. This additional commitment is a way of putting
more capital to work in an attractive area of the market at
very favourable fees.
The commitment to the EQT BPEA fund is the portfolio’s third
commitment to this manager who specialises in pan-Asian
large-cap buyouts. China clearly looms large in this region
but the manager has been concerned about the economic
and political backdrop in the country for some time and so
has pivoted to investing more in India and Japan in the more
recent funds. We expect this to continue in this new fund but
the manager retains capacity to invest in China were it to
become more attractive in the future.
Defensive Positioning
The defensive silo of the portfolio comprises non-directional
hedge funds and bond funds, engineered to exhibit lower
correlation to equity markets and deliver less volatile
performance. This silo was established in June 2016 so has
been through the difficult conditions seen during COVID and
2022 and has now returned a strong 52.9% since inception.
This compares very favourably with the negative performance
of bonds during this time, as the Bloomberg Global Treasury
Index has returned -9.2% over the same period.
Over the past year the defensive silo returned 4.1%. In
recent years, this segment has primarily consisted of non-
directional hedge funds, as bonds were less appealing
amid the prolonged period of extremely low yields over the
past decade. However, the higher yields now available has
made investing in shorter duration bonds a more attractive
prospect with the portfolio’s bond exposure therefore being
increased.
Three new positions were added in the defensive segment
during the year with the most significant being CQS Credit
Multi Asset Fund. This fund is a global credit fund with a bias
towards sub-investment grade credit. Investment grade
credit spreads over government bonds have been incredibly
tight making sub-investment grade credit more attractive
given its higher yield. This is riskier, with the default risk
perceived to be higher, but the manager believes that they
are able to select investments which give an attractive risk-
adjusted return. John Street Systematic Fund and Winton
Trend Fund were two systematic funds that were added
to replace GAM Systematic Core Macro. Systematic funds
typically outperform during periods of strong trends (up or
down), but they struggled at times during 2024 on account of
short periods of significant volatility such as the sharp moves
in Japan in August and in US bond markets in early October.
Looking Forward
We have been unashamedly bullish of equity markets, and in
particular the US stock market, for many years now, ensuring
that we remain fully invested and our US positioning is up to
weight as it becomes an ever-larger slice of global indices.
This has served us well with equities beating most other
asset classes and the unique blend of innovation, technology,
and rejuvenation when challenges are met, helping keep the
US at the top of the performance league tables.
We continue to maintain our weighting in the US, believing
that its structural advantages will continue to warrant a
premium and superior performance over other markets,
albeit acknowledging that Trump’s policies will cause
volatility in markets which has the potential to spill over to
lower growth should this uncertainty impact confidence.
Elsewhere, we have been modestly diversifying through
additions in the emerging markets and Japan in particular.
Partly this represents the fact that there are many high-
quality companies sitting elsewhere in the world but also
the cheaper valuations on offer within these markets. More
controversially, however, it reflects the high valuations within
the US market. Despite the drivers for such a shift remaining
in place for the medium to longer term, we feel that the
likely impact of Trump’s policies in the short term make it
appropriate to pause this transition for the time being.
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 10 •
Risks remain in markets, US economic policy and geopolitical uncertainties chief among them. The coming years look set to be
eventful ones which will require careful monitoring and positioning. We feel particularly well placed to actively manage such a
backdrop with our long-term investment horizon and our strong relationships with world-class managers who have negotiated
many such challenging periods helping us to navigate a path through markets.
Hanseatic Asset Management LBG
March 2025
Investment Portfolio Allocations
Sector Exposure
% of NAV
25.2%
Information Technology
13.4%
Health Care
13.1%
Financials
12.1%
Industrials
11.2%
Consumer Discretionary
9.7%
Diversified
3.9%
Communications Services
3.5%
Materials
3.3%
Consumer Staples
1.9%
Real Estate
1.1%
Energy
1.1%
Cash/Liquidity Funds
0.5%
Utilities
Geographic Exposure
% of NAV
54.7%
North America
11.7%
Asia Pacific ex Japan
9.7%
Diversified
8.9%
Developed Europe ex UK
4.4%
Japan
3.7%
UK
3.2%
Latin America
2.0%
Middle East & Africa
1.1%
Cash/Liquidity Funds
0.6%
Emerging Europe
• 11 •
Investment Portfolio Components
Public Equity and Directional Hedge Funds
Market Value
(US$000)
% of
Component
% of NAV
iShares Core S&P 500 UCITS ETF
24,358
14.1%
7.5%
Findlay Park American Fund
17,890
10.3%
5.5%
BlackRock Strategic Equity Hedge Fund
17,194
9.9%
5.3%
Select Equity Offshore, Ltd
13,572
7.8%
4.2%
BA Beutel Goodman US Value Fund
10,552
6.1%
3.2%
Remaining holdings
89,964
51.8%
27.5%
Total
173,530
100.0%
53.2%
Private Markets
Market Value
(US$000)
% of
Component
% of NAV
NG Capital Partners II, LP
5,750
4.9%
1.8%
KKR Americas XII
4,845
4.1%
1.5%
Silver Lake Partners IV, LP
4,563
3.9%
1.4%
TA Associates XIII-A, LP
4,091
3.5%
1.3%
Stepstone Global Partners VI, LP
4,034
3.5%
1.2%
Remaining holdings
93,953
80.1%
28.8%
Total
117,236
100.0%
36.0%
Defensive Positioning
Market Value
(US$000)
% of
Component
% of NAV
Selwood AM - Liquid Credit Strategy
4,387
12.4%
1.3%
Global Event Partners Ltd
4,065
11.6%
1.2%
BioPharma Credit PLC
3,325
9.5%
1.0%
Apollo Total Return Fund
2,817
8.0%
0.9%
MKP Opportunity Offshore Fund, Ltd
2,817
8.0%
0.9%
Remaining holdings
17,731
50.5%
5.5%
Total
35,142
100.0%
10.8%
% of NAV
53.2%
Public Equity and Directional Hedge Funds
31.0%
Public Equity
22.2%
Directional Hedge Funds
36.0%
Private Markets
25.8%
New Private Equity (Post 2014)
10.2%
Old Private Equity (Pre 2014)
10.8%
Defensive Positioning
5.5%
Non-Directional Hedge Funds
4.2%
Bonds
1.1%
Cash and Liquidity Funds
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 12 •
Investment Portfolio at 31 December 2024
Holding
Market Value
US$000
% of NAV
Primary Focus
iShares Core S&P 500 UCITS ETF
24,358
7.5
US Equities - Long Only
Findlay Park American Fund
17,890
5.5
US Equities - Long Only
BlackRock Strategic Equity Hedge Fund
17,194
5.3
Europe Equities - Hedge
Select Equity Offshore, Ltd
13,572
4.2
US Equities - Long Only
BA Beutel Goodman US Value Fund
10,552
3.2
US Equities - Long Only
Pershing Square Holdings Ltd
8,220
2.5
US Equities - Long Only
Polar Capital Global Insurance Fund
7,090
2.2
Financials Equities - Long Only
Schroder ISF Global Recovery
6,963
2.1
Global Equities - Long Only
Polar Capital Global Technology Fund
6,518
2.0
Technology Equities - Long Only
Schroder ISF Asian Total Return Fund
6,509
2.0
Asia ex-Japan Equities - Long Only
Top 10 Holdings
118,866
36.5
iShares Expanded Tech Sector ETF
6,063
1.9
Technology Equities - Long Only
Armistice Capital Offshore Fund Ltd
5,903
1.8
US Equities - Hedge
NTAsian Discovery Fund
5,764
1.8
Asia ex-Japan Equities - Long Only
NG Capital Partners II, LP
5,750
1.8
Private Assets - Latin America
KKR Americas XII
4,845
1.5
Private Assets - North America
Helikon Long Short Equity Fund ICAV
4,713
1.4
Europe Equities - Long Short
Silver Lake Partners IV, LP
4,563
1.4
Private Assets - Global Technology
Simplex Value Up Trust
4,450
1.4
Japan Equities - Long Only
RA Capital International Healthcare Fund
4,410
1.3
Healthcare Equities - Long Short
Selwood AM - Liquid Credit Strategy
4,387
1.3
Market Neutral - Global Bonds
Top 20 Holdings
169,714
52.1
TA Associates XIII-A, LP
4,091
1.3
Private Assets - Global Growth
Global Event Partners Ltd
4,065
1.2
Market Neutral - Event-Driven
Stepstone Global Partners VI, LP
4,034
1.2
Private Assets - US Venture Capital
Navegar I, LP
4,030
1.2
Private Assets - Asia
iShares Core MSCI Europe UCITS ETF
3,944
1.2
Europe Equities - Long Only
TA Associates XIV-B, LP
3,906
1.2
Private Assets - Global Growth
BPEA Private Equity Fund VII, L.P.
3,526
1.1
Private Assets - Asia
Silver Lake Partners VI, LP
3,451
1.1
Private Assets - Global Technology
Reverence Capital Partners Opportunities Fund II
3,441
1.1
Private Assets - Financials
Worldwide Healthcare Trust PLC
3,386
1.0
Healthcare Equities - Long Only
Top 30 Holdings
207,588
63.7
Remaining Holdings
115,048
35.3
Cash and cash equivalents
3,272
1.0
TOTAL
325,908
100.0
• 13 •
Wilson Sons Management Report
The Wilson Sons 2024 Earnings Report was released on 19
March 2025 and is available at www.wilsonsons.com.br/ir. In
the report, Mr Fernando Salek, CEO of Wilson Sons, stated:
Wilson Sons’ net revenues for the year increased 11.3%
to US$541.8 million (2023: US$486.6 million) driven by
exceptional performance from the container terminal and
towage operations.
Container terminal revenues grew 19.1% to US$205.4
million (2023: US$172.5 million) driven by strong growth
in both transhipment and gateway volumes, as well as
higher revenues from ancillary services and improved cost
efficiency. Aggregate volumes increased 28.8% to an all-time
high, propelled by record performance at both terminals.
Towage revenues increased 7.2% to US$262.2 million (2023:
US$244.7 million) driven by higher volumes, an improved mix
and gains from ad-hoc services. Volume growth was 3.3%
and was primarily due to a greater number of ships carrying
iron ore and grains. Revenues from special operations rose
26.9% driven by increased services to LNG terminals and
offshore energy assets, as well as higher ocean towage
activity. In 2024, our fleet was further strengthened with the
addition of two in-house-built 90-tonne bollard pull tugboats,
WS Dorado and WS Onix.
Offshore support vessel revenues were US$126.1 million,
a 14.3% increase over the previous year (2023: US$110.3
million) as a result of new contracts and renewals.
Workplace safety for the twelve months ended 31 December
2024 recorded 0.29 lost-time accidents per million hours
worked,
consistently
outperforming
the
world-class
benchmark of 0.50. Our unwavering commitment to safety
and employee well-being is the cornerstone of our operations.
KPIs
2024
2023
Change
Towage
Number of harbour manoeuvres
58,993
57,107
3.3%
Offshore support bases
Number of vessel turnarounds
1,048
1,080
(3.0%)
Number of operating days
8,050
7,371
9.2%
Container terminals – aggregated volumes
Exports – full containers
337.5
306.0
10.3%
Imports – full containers
155.9
131.2
18.8%
Cabotage – full containers
138.5
128.4
7.9%
Inland Navigation – full containers
26.9
26.3
2.3%
Transshipment – full containers
388.3
168.5
130.4%
Empty containers
323.5
303.8
6.5%
Total Volume
1,370.6
1,064.2
28.8%
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 14 •
Financial Report
As part of our strategic review, the Company has agreed
to sell its interest in Wilson Sons. Consequently and in
accordance with IFRS 5 “Non-current Assets Held for Sale
and Discontinued Operations”, the results of Wilson Sons
are reported as discontinued operations in the Statement
of Profit and Loss and Other Comprehensive Income, and
the related assets and liabilities are classified as held for
sale on the Statement of Financial Position. Note 5 to the
consolidated financial statements provides details on the
profit and other comprehensive income from discontinued
operations and on the assets and liabilities held for sale.
Profit
Profit for the year of US$119.1 million (2023: US$103.1 million)
was US$16.0 million higher than the prior year. The increase
in profit is attributed to Wilson Sons’ results, detailed in the
section on Profit from Discontinued Operations, offset by
lower investment portfolio returns and increased operating
expenses.
Profit from Continuing Operations (OWIL and
Corporate)
Profit from continuing operations of US$11.2 million (2023:
US$21.7 million) was US$10.5 million lower than the prior
year, principally due to lower investment portfolio returns.
Returns on the investment portfolio were a gain of US$20.5
million (2023: gain of US$29.1 million) and comprised realised
gains of US$13.5 million (2023: US$9.1 million), earnings of
US$13.4 million (2023: US$2.0 million) and unrealised losses
of US$6.4 million (2023: unrealised gains of US$18.0 million).
Investment portfolio expenses increased US$0.2 million to
US$3.5 million (2023: US$3.3 million), driven by increased
management fees, which remain at 1% of the funds under
management, with the growth of the portfolio assets.
Corporate expenses increased US$1.3 million which is
directly related to legal costs associated with the strategic
review and resulting transaction to sell the Company’s stake
in Wilson Sons.
Profit from Discontinued Operations (Maritime
Services)
Profit from discontinued operations of US$107.9 million
(2023: US$81.4 million) was US$26.5 million higher than the
prior year. These results were driven by an 11.3% increase
in revenues to US$541.8 million (2023: US$486.6 million)
from improved operating performance across the container
terminal, towage, offshore base, shipyard and shipping
agency businesses.
Operating expenses from discontinued operations increased
7.8% due to higher business volumes and inflationary
adjustments to employee expenses as well as higher
provisions for performance related bonuses. Depreciation
and amortisation expenses decreased US$16.5 million as
none was recorded in the last quarter of the year, following
the classification of the related assets as held for sale which
are not depreciated or amortised. There was a gain on
disposal of property, plant and equipment of US$10.3 million
(2023: US$1.7 million) as a result of the sale of a property that
was no longer required for operations.
The Company is taxed on its maritime services operations
in Brazil at a combined rate of 34% (2023: 34%). The
tax expense of US$54.7 million (2023: US$27.6 million)
represents an effective tax rate for the year of 34% (2023:
25%), the increase in effective tax rate being mainly driven by
the impact of exchange differences.
Exchange Rates
The Group reports in USD and has revenues, costs, assets
and liabilities in both BRL and USD. Therefore, movements
in the USD/BRL exchange rate influence the Group’s results
either positively or negatively from year to year. During 2024
the BRL depreciated 27.9% against the USD from R$4.84 at
1 January 2024 to R$6.19 at the year end. In 2023 the BRL
appreciated 7.3% against the USD from R$5.22 at 1 January
2023 to R$4.84 at the year end. The foreign exchange losses
on monetary items in the maritime services segment were
US$1.2 million in 2024, compared to a gain of US$0.3 million
in 2023.
• 15 •
Profit for the year
The profit for the year attributable to the equity holders of
the Company was US$71.7 million (2023: US$67.0 million),
including US$11.2 million (2023: US$ 21.7 million) generated
from continuing operations and US$60.5 million (2023:
US$ 45.4 million) generated from discontinued operations.
The profit attributable to the non-controlling interests was
US$47.4 million (2023: US$36.0 million), all generated from
discontinued operations.
Cash Flows
Net cash inflow from operating activities for the period at
US$185.3 million was US$56.6 million higher than prior year
(2023: US$128.7 million). Capital expenditure for the year at
US$55.8 million was US$10.5 million lower than the prior year
(2023: US$66.3 million).
The Group drew down new bank loans of US$39.5 million
(2023: US$53.3 million) to finance capital expenditure, while
making principal repayments of US$69.3 million (2023:
US$61.1 million). Dividends of US$30.1 million were paid to
shareholders of Ocean Wilsons (2023: US$24.8 million).
Viability Statement
In accordance with the UK Corporate Governance Code, the
Directors have assessed the viability of the Group over a
three-year period to 31 December 2027, taking into account
the current position and the potential impact of the principal
risks and uncertainties. Based on this assessment, the
Directors confirm that they have a reasonable expectation
that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period to 31
December 2027.
Whilst the Directors have no reason to believe the Company
will not be viable over a longer period, given the uncertainties
involved in longer term forecasting and the current global
dislocation, the Directors have determined that a three-
year period to 31 December 2027 is an appropriate period
over which to provide its viability statement. The three-year
period also aligns with the rolling three-year investment
portfolio performance benchmark.
In making the assessment, the Directors have considered
a number of factors that affect the Group, including the
principal risks and mitigating factors. The Directors also
took into account that the Group has two distinctly separate
operating segments and that there is no recourse between
them. While the Company has agreed to sell its interest
in Wilson Sons, the Directors assessed the viability of the
segment assuming continuing operations.
Wilson Sons Limited
The assessment considered that the Wilson Sons business
model has proven to be strong in the long term with a range
of businesses that have consistently demonstrated their
ability to trade positively. Operational activities are funded by
cash generated from operations while borrowings are used
to finance capital expenditure. The Wilson Sons borrowings
are generally long-term with defined repayment schedules
over different periods of up to 21 years. There is no recourse
from Wilson Sons to the rest of the Group in respect of these
borrowings. Wilson Sons is not reliant on one customer; no
single customer constituted 10% or more of its revenue or
accounts receivable in 2024 or 2023.
Ocean Wilsons (Investments) Limited
In making the assessment for the investment portfolio, the
Board has considered matters such as the potential for
significant stock market volatility and significant reduction
in the liquidity of the portfolio. The investment portfolio and
cash under management at 31 December 2024 was US$325.9
million with outstanding capital commitments of US$43.8
million and no debt. At 31 December 2024, the investment
portfolio had US$3.3 million in cash and cash equivalents
and daily liquidity of US$121.9 million. This available liquidity
covers 286% of the capital commitments in the remote
chance that there was a need to fund all of the commitments
at one time.
The Directors’ assessment is that if severe but plausible
downside scenarios were to crystallise, many of the individual
risks disclosed would be likely to be confined to one of either
Wilson Sons or Ocean Wilsons (Investments) Limited. The
risk is to the Group’s net asset valuation rather than to the
viability of the Group.
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 16 •
Risk Management
During the year, the Board reviewed the effectiveness of
the systems of risk management and internal controls, as it
does at least annually. As part of this assessment the Board
reviewed and updated its risk appetite statement.
The Company’s risk appetite matrix provides a framework
for decision-making that considers the level of risk that the
Board is willing to tolerate to achieve our strategic objectives.
Risk appetite is not a single fixed concept. For example, it
may be higher where we are prepared to tolerate more risk
to achieve a specific outcome or aim for an enhanced return
or lower where we need to reduce risk exposure to protect an
asset or the Company’s reputation.
The risk appetite categories are defined as:
•
Open – Risk is considered part of the strategy and
accepted while its impact will be managed, uncertainty
is to be expected.
•
Balanced – Risk is to be accepted when the impact is
lower than the expected benefits, otherwise mitigated
or transferred, and some degree of uncertainty is to be
expected.
•
Adverse – Risk is to be avoided, when possible,
otherwise mitigated or transferred, and low tolerance
for uncertainty.
The Board considers the following business objectives when
assessing risks:
Long-term shareholder returns – an open and flexible
approach to risk, actively looking for accretive return
opportunities that are consistent with maintaining a
long-term diversified portfolio;
Access to markets and opportunities – a balanced
approach to risk, seeking to optimise capacity and
focusing on value along with pursuing reliable, long
standing and sustainable relationships;
Best in class or innovative solutions – a balanced
approach to risk, seeking to maximise opportunities,
reduce uncertainties and overcome challenges while
delivering market best practices; and
Safety in operating environments – an adverse risk
approach, safety is of paramount importance.
The Board has overall responsibility for risk management,
while specific responsibilities related to risk management
are structured according to the concept of three lines of
defence. The first line of defence in managing and mitigating
risks corresponds to the personal accountability embedded
within each employee at the operating and managing level
of the Group. The second line of defence relies on control
functions, which include compliance, legal, governance,
finance and human resources, and the incorporation of
best practices within. The third line of defence is structured
around independent review and oversight, including
recommendations from internal audit for Wilson Sons and
external audit for the Group.
Ocean Wilsons has ongoing processes for identifying,
evaluating and managing key risks. A risk register is
maintained detailing business risks, together with controls
and responsibilities. The Audit and Risk Committee review
the risk register annually. As part of this review, the Board
updated its risk appetite statement to ensure it remains
consistent with the Company’s strategy and the environment
in which we operate. The Board is satisfied that these
processes are operating effectively.
The principal risks are described below. Additionally, note 29
to the consolidated financial statements provides detailed
explanations of the risks associated with the Company’s
financial instruments. The Audit and Risk Committee and
the Board carried out a robust assessment of the Group’s
emerging and principal risks.
• 17 •
1 - Price Risk
DESCRIPTION
MITIGATION
The Group’s investment activities are subject
to fluctuations in equity valuations, which can
result in potential losses during significant
market downturns.
As a long-term investor, the Group recognises that short-term
volatility in investment values is an inherent part of the market
cycle. The Group maintains a strong financial position, with no
substantial borrowings or shareholder obligations that would
necessitate selling investments purely in response to price
fluctuations.
The investment portfolio is strategically diversified across multiple
asset classes and global markets, reducing the risk associated
with reliance on any single market or asset type.
RISK APPETITE
ADVERSE
BALANCED
OPEN
TREND
LINK TO BUSINESS OBJECTIVES
Principal and Emerging Risks
Risks Heatmap
POST MITIGATION
1
PRICE RISK
2
CURRENCY RISK
3
INTERNATIONAL TRADE RISK
4
OPERATIONAL RISK
5
COMPLIANCE RISK
6
CLIMATE RELATED RISK
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 18 •
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
2 - Currency risk
DESCRIPTION
MITIGATION
The Group’s investment activities expose it to
movements in foreign currency exchange rates
and consequently to losses arising from large
adverse movements.
The functional currency of the Group is US
Dollars. Our investment in Wilson Sons has a
significant exposure to the Brazilian Real and
consequently the Group is exposed to losses due
to adverse movements in the Brazilian Real/ US
Dollar exchange rate.
The
transaction
to
sell
Wilson
Sons
is
denominated in Brazilian Reais (BRL) at closing.
There is currency risk exposure as fluctuations in
the BRL/USD exchange rate will impact the final
proceeds received in US Dollars.
We do not take speculative positions in non-US Dollar denominated
assets.
The Group (outside of Wilson Sons) does not have material non-US
dollar denominated liabilities.
The majority of cash and liquid assets are maintained in US Dollars.
Ocean Wilsons does not hedge its exposure to overseas subsidiaries
as the functional currency of Wilson Sons is US dollars.
The Board has not hedged the transaction to sell Wilson Sons as
it is cost prohibitive due to the uncertainty of the length of the
closing (hedge) period. The transaction is subject to multiple
Brazilian regulatory approvals and other closing conditions. The
Board is actively monitoring hedging opportunities as the closing
timeframe becomes more predictable.
RISK APPETITE
ADVERSE
BALANCED
OPEN
TREND
LINK TO BUSINESS OBJECTIVES
3 - International trade risk
DESCRIPTION
MITIGATION
Demand for Wilson Sons’ services is closely tied
to the overall volume of Brazilian domestic and
international trade. Fluctuations in trade activity,
whether due to economic conditions, regulatory
changes, or global market disruptions, can
impact business performance.
Wilson Sons is a market leader in many of its business segments –
providing diversification in the service offerings.
The majority of the Wilson Sons business is not exposed to oil and
gas and is well diversified. However, Wilson Sons seeks to engage
in long-term contracts to reduce volatility and assesses the value
in use of these entities to ascertain if there are any impairments.
RISK APPETITE
ADVERSE
BALANCED
OPEN
TREND
LINK TO BUSINESS OBJECTIVES
• 19 •
4 - Operational risks
DESCRIPTION
MITIGATION
Risks arising from inadequate or failed processes,
people, and systems, or other external factors.
Key operational risks include reliance on third-
party managers and suppliers, process failures,
fraud, reliability of core systems, and IT security/
cyber issues.
During the year the Remuneration and Management Oversight
Committee reviewed the Investment Manager’s and third-party
vendors’ performance, ensuring service levels remained consistent
and fees remained appropriate. An independent custodian is
appointed to safeguard the investment portfolio assets.
The Audit and Risk Committee reviewed internal control reports
from key service providers, confirming the effectiveness of their
processes and controls.
The Audit and Risk Committee received an update on IT security
and infrastructure, reaffirming the integrity of system access
controls, backup procedures, and cybersecurity protocols, with no
breaches reported during the year.
As the Company progresses toward the completion of the
Wilson Sons divestment, oversight measures have been put in
place to ensure effective operational management during the
transition period. This includes monitoring continuity of services,
maintaining performance standards, and preparing for operational
adjustments post-divestment.
RISK APPETITE
ADVERSE
BALANCED
OPEN
TREND
LINK TO BUSINESS OBJECTIVES
5 - Compliance risk
DESCRIPTION
MITIGATION
As global standards and regulatory requirements
continue to develop, ensuring alignment with
ESG expectations is critical to maintaining
investor confidence, regulatory compliance, and
long-term sustainability. Failure to meet these
standards could impact the Group’s reputation,
access
to
capital,
and
overall
business
performance.
OWIL’s Investment Manager is a signatory to the UN Principles for
Responsible Investment, reinforcing its dedication to integrating
ESG factors into investment decisions. Wilson Sons has been
recognised for its strong commitment to corporate sustainability
as a member of the Corporate Sustainability Index of the Brazilian
stock exchange, a key benchmark for ESG leadership in Brazil.
The Group actively invests in the communities where it operates
through charitable giving and community service initiatives,
fostering positive social impact. The Company is also committed
to ensuring its Board representation has the necessary skills and
consider diversity in its appointment of members. Its Board and
management team include two female non-executive Directors
and one female executive, with a female Chair appointed in May
2022.
RISK APPETITE
ADVERSE
BALANCED
OPEN
TREND
LINK TO BUSINESS OBJECTIVES
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
S E C T I O N O N E / S T R AT E G I C R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 20 •
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
6 - Climate related risks
DESCRIPTION
MITIGATION
Climate change and extreme weather events may
impact our business or the businesses of our
customers.
Agricultural exports account for a significant
portion of Brazilian trade and are particularly
vulnerable to changes in weather patterns which
may result from climate change.
The Company continues to assess, monitor, and evaluate the
potential impacts of climate change and extreme weather events,
including regulatory risks stemming from government actions
related to climate change that could affect our operations and
investment strategy.
A mitigating factor is the planned sale of Wilson Sons; however,
we acknowledge that climate risk remains significant in our
investment considerations, and we do not seek to downplay its
importance.
The Company’s TCFD report, found on page 43, provides further
details on our mitigation efforts and overall approach to climate
risk.
RISK APPETITE
ADVERSE
BALANCED
OPEN
TREND
LINK TO BUSINESS OBJECTIVES
• 21 •
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 22 •
Governance
Report
• 23 •
Report of the Directors
Compliance with the UK Governance Code
The Board has put in place corporate governance
arrangements that it believes are appropriate for the
operation of the Company. The Board has considered the
principles and recommendations of the 2018 UK Corporate
Governance Code (“the Code”) issued by the Financial
Reporting Council (available on the FRC website www.frc.
org.uk). The Company complies with all applicable elements
of the Code and has done so throughout the year and up to
the date of this report.
Matters Reserved for the Board
The Board has a formal schedule of matters specifically
reserved for its approval which includes:
•
Determining the Company’s purpose, values and
strategy and satisfying itself that these and its culture
are aligned;
•
Approving significant matters relating to capital
expenditure,
acquisitions
and
disposals
and
consideration of significant financial matters;
•
Oversight of subsidiaries’ performance;
•
Reviewing the Company’s overall corporate governance
arrangements;
•
Approving the annual and interim reports;
•
Approving the dividend policy and proposing any
dividend recommendations to shareholders;
•
Reviewing any potential conflicts of interest and, where
appropriate, approving or not approving a specific
conflict of interest;
•
Determining the respective terms of reference,
membership and Chair of Board committees; and
•
Undertaking
an
annual
evaluation
of
its
own
performance, that of its committees and that of
individual Directors.
The full schedule of matters reserved can be found on the
Company’s website: www.oceanwilsons.bm.
Board Meetings
The agenda for each scheduled Board meeting is set by
the Chair with the assistance of the Chief Operating and
Financial Officer. Agendas are structured to allow sufficient
time for discussion and debate and to ensure that the Board
covers all items it needs to be able to discharge its duties.
Conflicts of Interest
The Board has in place a procedure for the consideration of
conflicts or possible conflicts of interest including a specific
annual consideration of those resulting from significant
shareholdings. If a Director has a conflict of interest, he/she
leaves determination of such matter to the other Directors.
The Board ensures independent judgement by requiring
disclosure of outside interests, encouraging a culture
of openness and debate amongst Board members and
promoting independence of thought.
Regarding the Directors proposed for re-election at the
Annual General Meeting there are no service contracts
between any of the Directors and the Company.
Directors’ Time Commitment and Training
Non-executive Directors hold letters of appointment.
The other substantive commitments of Directors are
disclosed on page 29 and the Board is satisfied that these
commitments do not conflict with their ability to effectively
carry out their duties as Directors of the Company. The Board
ensures that Directors have sufficient time to undertake their
duties through reviewing their other directorships and by
monitoring attendance and participation at Board meetings.
The Company has a procedure in place by which Directors
can seek independent professional advice at the Company’s
expense if the need arises. The Board has full and timely
access to all relevant information to enable it to perform its
duties. The Company has directors’ and officers’ insurance in
place.
All new Directors participate in an induction program upon
joining the Board. This covers such matters as strategy,
operations and activities of the subsidiaries and corporate
governance matters. Site visits and meetings with senior
management are also arranged. Directors additionally make
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 24 •
periodic operational site visits during their term and are
provided with industry and regulatory updates as part of their
ongoing training. As planned, there were no new Directors
appointed in 2024.
The Company Secretary and the Chief Operating and
Financial Officer are responsible for advising the Board on
all corporate matters. Each Director has access to the advice
and services provided.
The Board
The Board at 31 December 2024 was comprised of five
non-executive Directors. Two Directors are assessed to
be independent under the Code: Mr Andrey Berzins and Ms
Fiona Beck; and the Board considers the Chair, Ms Caroline
Foulger, also to be independent. Ms Beck and Ms Foulger
have a link under the 2018 UK Corporate Governance Code
as they serve on one other board together as non-executive
directors. The Board still considers Ms Foulger and Ms Beck
to be independent as the Group has no business relationship
with this company and both Board members exhibit
independent thought and behaviour. A formal assessment of
this matter is performed annually. The Board has appointed
Mr Berzins as the senior independent Director.
In accordance with the Company’s byelaws, all Directors
retire at each Annual General Meeting and if eligible, offer
themselves for re-election until the following Annual General
Meeting.
All Directors are subject to annual re-election by shareholders.
Newly appointed Directors are subject to election at the
first Annual General Meeting following their appointment
to the Board. A Director retiring upon the expiration of a
term of office at an annual general meeting shall be eligible
for reappointment for a further term. The Board, led by the
Nomination Committee, develops succession plans and
assesses Board composition.
The division of responsibilities between the Chair and the
senior independent non-executive Director have been clearly
established, set out in writing, agreed by the Board and is
available on the Company’s website.
Board and Committee Meeting Attendance
Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
and Management
Oversight
Committee
Number of Scheduled Meetings
11
4
2
2
Ms Caroline Foulger
11/11
-
2/2
2/2
Mr William Salomon
11/11
-
2/2
-
Mr Andrey Berzins
10/11
4/4
2/2
2/2
Ms Fiona Beck
11/11
4/4
-
2/2
Mr Christopher Townsend
11/11
-
-
-
• 25 •
Board of Directors’ Interests
The Directors who held office at 31 December 2024 had the
following interests in the Company’s shares:
Interest
2024
2023
Mr William Salomon*
Beneficial
4,435,064
4,659,349
Mr Christopher
Townsend*
Beneficial
4,040,000
4,040,000
Ms Caroline Foulger
(Chair)
Beneficial
25,000
25,000
Mr Andrey Berzins
Beneficial
20,000
20,000
Ms Fiona Beck
Beneficial
15,000
15,000
* Additional indirect interests of Mr Salomon and Mr Townsend in the Company are set
out in substantial shareholdings below.
Due to the strategic review, the Directors were in a closed
period for trading for the majority of 2024.
Mr Salomon is chair of Hanseatic Asset Management LBG.
Mr Townsend is a director of Hanseatic Asset Management
LBG and Hansa Capital GmbH, a wholly owned subsidiary of
Hanseatic Asset Management LBG to which director’s fees
were paid. Fees payable by the Company to Hanseatic Asset
Management LBG during the year amounted to US$3.2 million
(2023: US$3.0 million) for acting as Investment Manager of
the Group’s investment portfolio.
There was no performance fee earned by the Investment
Manager in 2024 (2023: nil). The terms and the performance
of the Investment Manager under this contract are annually
reviewed by the Remuneration and Management Oversight
Committee which is comprised solely of independent
Directors.
Substantial Shareholdings
At 31 December 2024, the Company was aware of the
following holdings of its shares, in excess of 3% of the issued
ordinary share capital:
Name of holder
Number of
shares
% Held
Hansa Investment Company
Limited
9,352,770
26.45
Victualia Limited Partnership
4,435,064
12.54
Mr Christopher Townsend
4,040,000
11.42
City of London Investment
Management Company
1,710,661
4.84
The Company has been advised that Mr Salomon has an
interest in 4,435,064 shares of the Company registered in
the name of Victualia Limited Partnership. The Company has
also been advised that Mr Salomon has an interest in 27.9%
and Mr Townsend an interest in 25.9% of the voting shares of
Hansa Investment Company Limited.
Contracts and Agreements with
Substantial Shareholders
Mr Salomon and Mr Townsend are interested in the
investment management agreement with Hanseatic Asset
Management LBG. Both Mr Salomon and Mr Townsend
receive remuneration from Hanseatic Asset Management
LBG.
The Board of Ocean Wilsons (Investments)
Limited
The Board of Ocean Wilsons (Investments) Limited is currently
constituted with the same Chair and Directors as the Board
of Ocean Wilsons Holdings Limited. The Board delegates
authority to run the investment portfolio held by Ocean
Wilsons (Investments) Limited to the Investment Manager,
Hanseatic Asset Management LBG within Board-approved
guidelines. The Board of Ocean Wilsons (Investments)
Limited has a formal schedule of matters which include:
•
The appointment, removal and terms of the Investment
Manager agreement;
•
The determination of the investment guidelines
and restrictions in conjunction with the Investment
Manager;
•
The approval of the investment objective and
benchmark;
•
The approval and setting of limits on any use of derivative
instruments;
•
The review of the performance of the Investment
Manager;
•
The appointment, removal and terms of the custodian of
the investment assets;
•
The approval and setting of borrowing limits;
•
The approval of the quarterly and annual management
accounts for Ocean Wilsons (Investments) Limited; and
•
The approval of any dividends.
Internal Controls
The Board is responsible for the system of internal controls
and for reviewing its effectiveness. The Company’s Audit
and Risk Committee assists the Board in monitoring the
effectiveness of our internal controls and risk management
policies. The internal controls are designed to mitigate
material risks to achieving the Group’s objectives and include
business, operational, financial and compliance risks. These
controls have been in operation throughout the year. The
internal controls are designed to identify, evaluate, manage
and appropriately mitigate rather than completely eliminate
risk.
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 26 •
The Board reviews the need for an internal audit department
annually and currently considers that no internal audit
function is necessary based on the following considerations:
Wilson Sons has an independent audit committee and
an internal audit function and both Hanseatic Asset
Management LBG, the Investment Manager of Ocean Wilsons
(Investments) Limited, and its portfolio custodian, Lombard
Odier, provide reports on their internal controls for the Board
to consider and review in its assessment for the need of an
internal audit department. The Board also noted that there is
segregation of duties between the Investment Manager and
the preparation of accounts for our investment portfolio as
this is performed by an independent professional accounting
firm. Additionally, the Wilson Sons audit committee reports
on key matters such as internal controls, whistleblowing,
legal matters, internal audit and IT to the Company’s Audit
and Risk Committee. No material items were reported in
2024.
The Ocean Wilsons’ employee whistle-blowing policy is
designed to enable employees of the Company to raise
concerns internally and at a high level and to disclose
information which the individual believes may show
malpractice or impropriety.
Auditor
KPMG Audit Limited (“KPMG”) were re-appointed as the
Company’s independent auditor at the 2024 annual general
meeting. KPMG have expressed their willingness to continue
in office as the independent auditor and a resolution to
reappoint KPMG Audit Limited under the provisions of
Section 89 of the Bermuda Companies Act 1981 will be
proposed at the forthcoming Annual General Meeting.
Communications with Shareholders
The Board regularly monitors the shareholder profile of
the Company. It aims to provide shareholders with a full
understanding of the Company’s activities and performance
and reports formally to shareholders twice a year by way of
the annual report with the consolidated financial statements
and the interim report with the interim consolidated financial
statements. During the year, consultation meetings were
held with individual shareholders to discuss their views on
the use of proceeds from the sale of Wilson Sons. The Board
has considered this feedback as part of its determination of
the 20% tender offer and in its current strategic review on
the investment strategy for the remaining proceeds. The
Annual General Meeting of the Company is held in Bermuda.
If a significant proportion of the votes is cast against a
resolution at an Annual General Meeting the Board will speak
with significant dissenting shareholders to understand the
reasons. The Company’s website www.oceanwilsons.bm
includes the annual and interim reports and stock exchange
announcements.
Dividends
Dividends are declared and paid in US Dollars and are currently
paid annually. The Ocean Wilsons current dividend policy is
to distribute a percentage of the average capital deployed
in the investment portfolio determined annually by the
Board together with the Company’s dividends received from
Wilson Sons after deducting funding for the parent company
costs. The Board may review and amend the dividend policy
from time to time in consideration of future plans and other
strategic factors and is likely to consider doing so in 2025.
The Board is recommending a dividend of US$1.22 per
share to be paid on 28 May 2025 to shareholders of record
of the Company as of the close of business on 25 April 2025.
Shareholders will receive dividends in Sterling by reference
to the exchange rate applicable to the USD on the dividend
record date (25 April 2025) except for those shareholders who
elect to receive dividends in USD. Based on the share price
and exchange rate at 18 March 2025, a dividend of US$1.22
per share represents a dividend yield of approximately 7.0%.
Strategy, Purpose and Values
The Board is responsible for setting the Company’s purpose,
strategy and values which are reviewed annually.
Company Purpose
The Company’s purpose is to deliver enhanced long-term
value by balancing portfolio risks and avoiding the distraction
of short-term cycles with a focus on growing the business
through sustainable profit growth.
Company Strategy
The Company’s strategy is currently twofold:
•
We invest in a balanced thematic portfolio of funds by
leveraging our long-term relationships and through our
detailed insights and analysis.
•
We currently invest in maritime logistic services
providing best in class or innovative solutions in a rapidly
growing market.
The investment portfolio strategy is to generate real returns
through long-term capital growth, whilst emphasising
preservation of capital without undue emphasis on short-
term movements in markets. The investment portfolio
is invested in three main components: public equity and
directional hedge funds (core regional and thematic), private
markets and defensive positioning assets (diversifying):
•
Core Regional & Thematic Component – this forms the
core of the portfolio and provides global exposure mostly
through single-country and regional equity funds. The
respective weights of these at any given time reflect
the Investment Manager’s current market outlook.
Thematic funds are included to provide exposure to
growth sectors such as technology and biotechnology.
• 27 •
•
Private Markets Component – in line with the portfolio’s
long-term investment horizon we invest in private
market funds. This provides access to the higher
potential investment returns available by being able
to commit capital for multiple years and also to large
areas of the economy that are not generally or easily
accessible through public markets.
•
Diversifying Component – as business cycles mature,
our Investment Manager may seek to shift dynamically
to those asset classes that are likely to add portfolio
protection. This component includes a wide variety of
investment strategies, with the common thread that
they all display low correlations to broad equity markets.
Commensurate with the long-term horizon, it is expected
that the majority of investments will be concentrated in
equity, across both public and private markets. In most cases,
investments will be made either through collective funds
or limited partnership vehicles, working alongside expert
managers in specialised sectors or markets to access what
we believe represent the most advantageous investment
opportunities.
As previously announced, the Board completed a strategic
review of its investment in Wilsons Sons during the year
which culminated in an agreement to sell that business.
The Board has made further announcements regarding the
use of proceeds from the transaction to fund a tender offer
for 20% of the Company’s shares. The use of the remaining
net proceeds is still under strategic review by the Board and
any resulting amendments to the Company’s strategy will be
disclosed to the markets in due course.
Company Values
The Company’s core values are:
•
Safety – provide a safe operating environment for our
employees;
•
Respect – for the environment and the communities in
which we operate and the people who work for us;
•
Commitment – have meaningful long-term relationships
with our stakeholders; and
•
Ethics – to act in a truthful, fair and honest way in all our
dealings.
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 28 •
Ms Caroline Foulger / CHAIR
Ms Foulger is aged 64 and is a Chartered Accountant with significant company director experience on
boards of both listed and unlisted companies. Ms Foulger was appointed to the Board in 2020. She serves
as Chair for Oakley Capital Investments Limited and is a retired partner of PwC Bermuda. Ms Foulger
is a member of the Company’s Remuneration and Management Oversight Committee and is Chair of the
Company’s Nomination Committee. Ms Foulger is also the Chair of Ocean Wilsons (Investments) Limited.
Mr William Salomon / DEPUTY CHAIR
Mr Salomon is aged 67 and joined the Board in 1995. He is senior partner of Hansa Capital Partners LLP. He
is also a non-executive director of Hansa Investment Company Limited and of Wilson Sons and a member of
the Company’s Nomination Committee.
Mr Andrey Berzins
Mr Berzins is aged 65 and joined the Board in 2014. He is a Chartered Accountant and sits on the boards
of several Luxembourg investment funds. Mr Berzins is the senior independent Director, Chair of the
Company’s Audit and Risk Committee and member of the Company’s Nomination and Remuneration and
Management Oversight Committees.
Ms Fiona Beck
Ms Beck is aged 59 and joined the Board in 2020. She is a Chartered Accountant and an experienced
independent director on several listed and unlisted companies. She is the retired president and CEO of
Southern Cross Cable Network. Ms Beck is a non-executive director on Oakley Capital Investments Limited
and IBEX Ltd and is chair of Atlas Arteria International Ltd. Ms Beck is a member of the Company’s Audit
and Risk Committee and is Chair of the Company’s Remuneration and Management Oversight Committee.
Mr Christopher Townsend
Mr Townsend is aged 51 and joined the Board in 2011. He is a solicitor and has an MBA from the London
Business School. He is the investment director of Hansa Capital GmbH and a non-executive director of
Wilson Sons.
Directors
• 29 •
Nomination Committee Report
The Nomination Committee is committed to cultivating a well-balanced and highly competent
Board of Directors. Members prioritise maintaining independence while ensuring compliance
with evolving standards of corporate governance. This report outlines the Committee’s
governance-related activities over the past fiscal year.
MEMBERSHIP
• Ms Caroline Foulger (Chair)
• Mr William Salomon
• Mr Andrey Berzins
Engagement and Frequency
The Committee convened twice during the fiscal year,
engaging in in-depth discussions and thorough evaluations
in accordance with its mandate.
Key Roles and Responsibilities
The Committee’s activities are guided by formal terms of
reference reviewed and approved annually by the Board,
which are available on the Company’s website. These
responsibilities include:
•
Overseeing the Director appointment process and
ensuring that succession planning aligns with the
Company’s strategic goals;
•
Identifying and nominating candidates for Board and
Committee positions;
•
Evaluating
and
approving
Directors’
external
appointments;
•
Regularly reviewing the Board’s structure, size, and
composition with a focus on expertise, experience and
diversity; and
•
Overseeing and assessing the outcomes of the annual
Board effectiveness evaluations.
Succession Planning
As intended, no new Board appointments were made in 2024
as the Company completed its strategic review of its key
investment in Wilson Sons. However, the Committee remains
committed to ensuring the Board maintains a balanced
representation of skills, experience, continuity and diversity.
Future appointments will be guided by these principles,
with external recruitment agencies engaged as needed to
identify candidates. The Committee carefully considers
objective criteria and diversity benefits in recommending
appointments, ensuring candidates bring the requisite
expertise and dedication to their roles.
The Committee reviewed the tenure of each Director as part
of the 2024 reappointment process, with particular focus
on Mr Andrey Berzins in light of his tenure. The Committee
determined that Mr Berzins remains independent and
continues to provide significant strategic value to the Board.
His contributions have been especially valuable during
the strategic review and will continue to be so during the
Company’s strategic repositioning following the agreed
sale of its Wilson Sons investment. Recognising his pivotal
role during this transition, the Committee recommends Mr
Berzins for reappointment at the April 2025 annual general
meeting.
The Committee also acknowledges that Mr William Salomon
and Mr Christopher Townsend are substantial shareholders
of the Company and serve as Directors. The Committee
conducts annual reviews of conflicts of interest, ensuring
that the Board and its Committees consistently apply
independent judgment and implement recusals where
conflicts arise.
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 30 •
Board Performance Evaluations
The Committee carried out an internal review of the
Board’s composition and performance over the past year
covering areas such as the strategic review process,
investment strategy, operational performance, and long-
term strategic direction as well as individual Director
contribution and performance. The Committee confirms
the Board’s effectiveness, diverse expertise, and collective
understanding of the Company’s operations and objectives.
Diversity
The Company’s diversity policy emphasises appointing
individuals based on merit, ensuring the necessary skills
and perspectives are represented to support strategic
objectives.
Policy
The Company’s diversity policy is that the Board and
management should be comprised of individuals who
collectively have the range of skills needed to implement the
Company’s strategy. All appointments and reappointments
will be made on merit judged against objective criteria within
the context of the balance of skills and backgrounds that the
Board requires to implement the Company’s strategy and to
function optimally as a collective.
The Board believes that the Company and its stakeholders
benefit from a Board with diversity of skills, experiences,
backgrounds and perspectives. Diversity considers age,
gender, ethnicity, nationality, educational or professional
background, culture and personal styles and perspectives.
Objectives
Board appointments and succession plans consider the
Board current balance and composition and the required mix
of skills, background, experience and diversity, which the
Board, as a whole, requires to be effective.
The Board will ensure that searches conducted from time to
time in relation to any Board vacancies and appointments,
whether by the Company or by external search firms on the
Company’s behalf, identify and consider an appropriately
diverse range of candidates against objective criteria
established at the time of the search to reflect the needs of
the Board as a whole.
Reporting
The UK Listing Rules requires companies to report against
the following three targets:
1. At least 40% of individuals on the Board are women;
2. At least one of the senior Board positions (defined in the
UK Listing Rules as the Chair, CEO, SID and CFO) is held by
a woman; and
3. At least one individual on the Board is from a minority
ethnic background.
Board
Statistics
5 D I R E C T O R S
Executive /
Non-Executive
0
Executive
5
Non-Executive
Tenure
2
0-5 Years
3
10+ Years
Independent /
Non-Independent
(excluding Chair)
2
Independent
2
Non-Independent
• 31 •
At 31 December 2024, the Company complies with targets 1 and 2. The Board will continue to give due consideration to boardroom
diversity, including gender and ethnicity, during its consideration of succession planning and future Board appointments.
As required by the UK Listing Rules, further details in relation to the three diversity targets for the Company are set out in the
tables below. The information was obtained by asking each Director how they wished to be categorised for the purposes of
these disclosures.
Caroline Foulger
Chair of the Nomination Committee
19 March 2025
* Senior Positions on the Board: CEO, CFO, SID and Chair
Reporting Table on Gender
Reporting Table on Ethnicity Representation
# of Board
Members
% of the
Board
Senior
Positions on
the Board *
Chair of
Key Board
Committees
# in
Executive
Management
% of
Executive
Management
Men
3
60%
1
1
-
-
Woman
2
40%
1
2
1
100%
Other Categories
-
-
-
-
-
-
Not Specified/prefer not
to say
-
-
-
-
-
-
# of Board
Members
% of the
Board
Senior
Positions on
the Board *
Chair of
Key Board
Committees
# in
Executive
Management
% of
Executive
Management
White British or other
white (including minority
white groups)
3
60%
2
3
1
100%
Not Specified/prefer not
to say
2
40%
-
-
-
-
Asian/Asian British
-
-
-
-
-
-
Black/African/Caribbean/
Black British
-
-
-
-
-
-
Other Ethnic group,
including Arab
-
-
-
-
-
-
Mixed/multiple ethnic
groups
-
-
-
-
-
-
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 32 •
Remuneration and Management
Oversight Committee Report
The Remuneration and Management Oversight Committee is responsible for overseeing the
compensation of Directors and executives, as well as reviewing management performance
and key service agreements. The Committee ensures that remuneration policies are fair,
transparent, and aligned with the Company’s goals and industry benchmarks. It also evaluates
management contracts to uphold best practices and secure value for money. This report
summarises the Committee’s activities over the past fiscal year, highlighting its role in
shaping compensation structures and monitoring management practices.
MEMBERSHIP
The Committee consists of three independent non-
executive Directors:
• Ms Fiona Beck (Chair)
• Mr William Salomon
• Mr Andrey Berzins
Engagement and Frequency
The Committee convened twice during the fiscal year,
compliant with its mandate.
Key Roles and Responsibilities
The Committee operates under formal terms of reference
approved by the Board, which are reviewed annually.
These terms are available on the Company’s website. The
Committee’s primary responsibilities include:
•
Establishing remuneration policies for Ocean Wilsons’
executive management, as well as for the Chair and non-
executive Directors;
•
Determining if an annual bonus is paid to executive
management
during
the
annual
performance
assessment of management;
•
Conducting an annual review of the performance of the
Investment Manager, Hanseatic Asset Management
LBG, and their compliance with the investment
management agreement; and
•
Evaluating the performance of major third-party service
providers and overseeing other management-related
matters as needed.
Remuneration Policy
The Company’s remuneration policy for Directors and senior
executives, revised in the prior year, continues to guide the
Committee’s approach to compensation. Designed to align
with best practices, the policy remains focused on attracting,
retaining, and motivating talented individuals to serve as the
Chair and Directors of Ocean Wilsons Holdings Limited.
The policy is built on four key principles:
•
Alignment with shareholder interests: Remuneration
is structured with consideration of shareholder value
creation, ensuring a shared focus on sustainable growth.
•
Transparency: All aspects of the Chair and Directors’
remuneration are clearly disclosed in the annual
report to provide shareholders with full clarity and
understanding.
•
Proportionality: Fees are determined based on the
time
commitment,
responsibilities,
and
market
competitiveness required for the role.
• 33 •
•
Independence: Non-executive Directors’ remuneration
is carefully structured to preserve their independent
judgment in Board deliberations.
This policy also ensures alignment between the interests
of senior executives and shareholders, with a focus on
fostering sustainable shareholder value. The Committee
is committed to upholding the principles of this policy as it
continues to underpin the Company’s approach to executive
and Director remuneration. The Committee has considered
the applicability of claw back provisions. Executive incentive
compensation is limited to one employee, with an annual
bonus paid being considered each year, and there is no
long-term incentive plan in place or stock option program.
Accordingly, claw back provisions are not warranted and
none are in place.
The Committee does not determine the policy for
remuneration or set remuneration for Wilson Sons’ executive
directors, chair, or senior management. It also does not
review workforce remuneration and related policies or set
remuneration policy at Wilson Sons.
Non-Executive Directors’ Remuneration
The Committee oversees the structure and levels of non-
executive Directors’ fees, which consist of a basic fee for
Board membership and an additional fee for Committee Chair
responsibilities. These fees are reviewed comprehensively
every three years, with the next review scheduled for 2025.
In line with the Company’s policy, all Directors are required
to own and hold shares in the Company equivalent to at least
one year’s Director fee, and all Directors were compliant with
this requirement as of December 31, 2024.
Non-executive Directors’ fees are set within limits set in
the Company’s Articles of Association. The present limit
is US$0.9 million in aggregate per annum and the approval
of shareholders in a General Meeting is required to change
this amount. Levels of remuneration for the Chair and other
non-executive Directors reflect the time commitment
and responsibilities of the role and are benchmarked
against comparable companies and considering the Board
evaluation. There are no share options or other performance
related elements. During the year ended 31 December 2024,
the Company paid Directors’ fees of US$0.7 million (2023:
US$0.7 million).
The Board of Wilson Sons is responsible for all remuneration
matters relating to Wilson Sons and its subsidiaries. Mr
William Salomon and Mr Christopher Townsend are directors
of Wilson Sons. These Directors received directors’ fees of
US$84,000 (2023: US$78,000) from Wilson Sons during the
year 2023 in addition to their fees as Directors of Ocean
Wilsons. Additionally, both Mr Salomon’s and Mr Townsend’s
Directors’ fees for Ocean Wilsons are reduced from the
base Directors’ fees in consideration of this. There are no
additional fees payable to Directors for the services on the
Board of Ocean Wilsons (Investments) Limited.
The table below sets out fees paid to Directors during the
year.
Director
Role
2024
Committee
Chair Fee *
2024
Director
Fee *
2024
Total Fees
Paid to
Directors *
2023
Total Fees
Paid to
Directors *
Ms Caroline Foulger
Chair
15
195
210
210
Mr Andrey Berzins
Independent non-executive Director
15
130
145
145
Ms Fiona Beck
Independent non-executive Director
15
130
145
145
Mr Christopher Townsend
Non-executive Director
-
102
102
102
Mr William Salomon
Non-executive Director
-
102
102
102
TOTAL
45
659
704
704
* Expressed in thousands of US Dollars
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 34 •
Review of the Investment Manager and
Significant Third-Party Service Providers
The Committee, in collaboration with the Chief Operating
and Financial Officer, conducted its annual evaluation of the
Company’s Investment Manager and other significant third-
party service providers to ensure their continued alignment
with the Company’s objectives and operational standards.
Third-Party Service Providers
The review encompassed an assessment of contractual
compliance, service delivery quality, and cost-effectiveness.
The Committee noted that all significant third-party vendors
are fulfilling their obligations and meeting performance
expectations. No concerns or material issues were
identified, and the Committee confirmed that the existing
arrangements remain fit for purpose.
Investment Manager
The
evaluation
of
the
Investment
Manager
was
comprehensive, focusing on several critical areas:
•
Contractual Performance: Ensuring that the Investment
Manager is adhering to the terms of the investment
management agreement.
•
Fee Structure: Assessing whether the remuneration
framework remains appropriate, competitive, and
aligned with the Company’s investment objectives and
shareholder interests.
•
Team Quality: Evaluating the strength, experience, and
stability of the Investment Manager’s team.
•
Client
Prioritisation:
Reviewing
the
Investment
Manager’s focus on the Company within its broader
client base.
The Committee concluded that the Investment Manager
continues to meet its obligations effectively under the
investment management agreement.
Regarding portfolio performance for the year ended 31
December 2024, no performance fee was payable to the
Investment Manager due to the fee structure terms. As
such, a review of the performance fee mechanism was not
required.
The Committee emphasises the importance of maintaining
a
high-quality
investment
management
relationship,
especially as the Company navigates strategic changes.
Regular monitoring and evaluations will continue to ensure
that the Investment Manager and third-party service
providers uphold the highest standards in supporting the
Company’s objectives.
Fiona Beck
Chair of the Remuneration and Management Oversight
Committee
19 March 2025
• 35 •
Audit and Risk Committee Report
Our activities during the fiscal year have been focused on maintaining robust financial
governance and effective risk management.
MEMBERSHIP
The Company has an Audit and Risk Committee consisting
of two independent non-executive Directors in compliance
with the smaller company requirements under the UK
Corporate Governance Code:
• Mr Andrey Berzins (Chair)
• Ms Fiona Beck
Meetings
The Committee met four times during the fiscal year. The
Chief Operating and Financial Officer of Ocean Wilsons
attended each of these meetings. The Committee meets
with the external auditor without the Chief Operating and
Financial Officer present to receive feedback on the team’s
performance.
Key Roles and Responsibilities
The Committee has formal terms of reference approved by
the Board, reviewed annually. The full terms of reference
are available on the Company’s website. The principal
responsibilities of the Committee are:
•
Financial and narrative reporting
‐
To review the integrity of the interim and full year
consolidated financial statements of the Company,
including reviewing the material accounting policies
and judgements included in them.
‐
To provide advice to the Board as to whether the
annual report and accounts taken as a whole are
fair, balanced, and understandable, providing the
information necessary for shareholders to assess
the Company’s financial position and performance,
business model, and strategy.
•
External audit
‐
To make recommendations to the Board, for it
to put to the shareholders for their approval at a
general meeting, in relation to the appointment,
reappointment, and removal of the external auditor
and to approve the remuneration and terms of
engagement of the external auditor.
‐
To review and monitor the external auditor’s
independence, objectivity, and the effectiveness
of the audit process, taking into consideration
relevant professional and regulatory requirements.
The independence of the external audit process
has been assessed by reviewing reports from the
external auditors describing their arrangements to
identify, report and manage any conflicts of interest.
The Board also reviews the provision of any non-audit
services provided by the external auditors and ensure
that their independence is maintained.
•
Risk management and internal controls
‐
To review the adequacy of the Company’s internal
controls and risk management systems.
‐
To review and update the Company’s risk appetite
statement.
‐
To review the Company’s risk register and assess
the Company’s emerging and principal risks to be
reviewed annually with the Board.
‐
To consider the need for an internal audit function.
•
Compliance and fraud
‐
To
review
the
adequacy
of
the
Company’s
whistleblowing procedures and the policies related
to fraud, bribery, and anti-corruption.
S E C T I O N T W O / G O V E R N A N C E R E P O R T
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 36 •
Financial and Narrative Reporting
During the course of the fiscal year, the Committee
conducted a comprehensive examination of various
financial and narrative documents. This included a review
of the annual report and consolidated financial statements
for the year ending December 2023, the interim report and
interim consolidated financial statements for June 2024,
and quarterly updates released in May and November 2024.
As an integral part of scrutinising the December 2023
annual report and consolidated financial statements, the
Committee received and reviewed a detailed report from
the external auditor, outlining the procedures and findings of
their audit work.
A significant focus this year was the application of IFRS
5 – Non-current Assets Held for Sale and Discontinued
Operations, during its strategic review process and
following the Company’s decision to sell its holding in Wilson
Sons. The consolidated financial statements present
Wilson Sons’ assets and liabilities as “held for sale” and its
operations as discontinued. The Committee worked closely
with management and the external auditor to evaluate
the accuracy, completeness, and presentation of the
consolidated financial statements.
The Committee was satisfied with the assumptions used in
these areas and with the disclosures in these consolidated
financial statements.
Furthermore, the Committee evaluated the 2024 annual
report and consolidated financial statements overall
fairness, balance, and understandability. The objective
was to ensure that these documents collectively present
information that is essential for shareholders to assess the
Company’s performance, strategy, and business model. The
Committee identified and determined that the primary risks
of misstatement in the Group’s 2024 consolidated financial
statements pertained to:
•
Valuation of unquoted investments – The investment
valuation risk arises from the valuation of the Level
3 investments which is determined using valuation
techniques and assumptions based on market
conditions existing at each reporting date. The
Committee received quarterly reports from the
Investment Manager on investment performance
which included historical performance analysis and
management outlook for investment and market
performance. The Committee reviewed and questioned
the Investment Manager and obtained explanations for
investment performance and variations from market
performance, investment expectations and potential
risks to future performance. The Committee examined
and challenged management’s key assumptions used
in the valuation of investments. The Committee was
satisfied that the significant assumptions used were
appropriate and was satisfied with the disclosures in
the consolidated financial statements. The Committee
also discusses potential risks surrounding investment
valuation with the external auditor and reviewed their
audit findings.
•
IFRS 5 – The Committee examined the implications of
presenting Wilson Sons’ operations as discontinued,
including revenue and expense allocations, the accuracy
of non-current asset valuations, and the adequacy of
disclosures regarding the sale. These changes were
found to be in compliance with IFRS 5 requirements and
appropriately reflect the Group’s strategic direction.
The Committee reviewed and challenged the assumptions
in support of the 2024 going concern statement and the
longer-term viability statement. The review involved careful
consideration of various factors including, but not limited
to, historical financial performance, cash flow projections,
debt obligations, financing arrangements, and external
market conditions. Based on our review, we are satisfied that
the supporting documentation provided by management
adequately supports the Company’s going concern and
viability disclosures, and that they are presented in
accordance with applicable accounting standards and
regulatory requirements.
The Committee holds the view that the annual report
and accounts effectively communicate the Company’s
performance throughout the year, offering comprehensive
disclosures at each segment level. The content conveyed
in the Chair’s Statement, Directors’ Report, and Financial
Reports is accurately reflected in the annual accounts.
Notably, there is cohesion between the narrative sections
and the consolidated financial statements, ensuring a
consistent representation of information.
External Audit
As part of the annual external audit process, the Committee:
•
Reviewed and approved the scope of audit work to be
undertaken by the auditor;
•
Agreed the fees to be paid to the external auditor for
the audit of the December 2024 consolidated financial
statements; and
•
Assessed the qualification, expertise and resources,
and independence of the external auditor:
‐
Reviewed the audit plan for the year, noting the role
of the audit partner who signs the audit report and
who, in accordance with professional rules, has not
held office for more than five years and any changes
in key audit staff;
‐
Received a report from the external auditor
describing their arrangements to identify, report and
manage any conflicts of interest; and
• 37 •
‐
Considered the overall extent of non-audit services
provided by the external auditor. There was no non-
audit services provided in 2024 by the external
auditor.
The Committee undertook its annual evaluation of the
external auditors’ performance and the efficacy of the
external audit process for the year ending on 31 December
2023. This assessment involved surveying key stakeholders
across the Group and appraising the quality of the auditors’
reporting to and engagement with the Committee.
Considering the feedback received and this comprehensive
review, the Committee was satisfied with both the auditors’
performance and the efficiency of the audit process.
External audit fees incurred for 2024 were US$0.7 million
(2023: US$0.7 million). The Company does not engage its
external auditor for any non-audit services.
Risk Management and Internal Controls
The Committee plays a critical role in overseeing the
adequacy and effectiveness of the Company’s risk
management framework and internal controls. Throughout
the year, the Committee conducted a rigorous review of the
Company’s risk matrix, ensuring it remains aligned with the
strategic priorities and operational realities of the business.
Key enhancements in 2024 included the integration of
risks related to the announced divestment of Wilson Sons,
reflecting both immediate operational considerations and
longer-term strategic implications. Specific focus areas
included:
•
Strategic and Operational Risks: The Committee
evaluated risks associated with the transition of Wilson
Sons to a discontinued operation, including revenue
stability, financial reporting complexities, and the
execution risks tied to the planned sale process.
•
Emerging
Risks:
The
Committee
continues
to
monitor macroeconomic and geopolitical factors that
could impact the Group’s remaining operations and
investment portfolio post-divestment, ensuring that
these are reflected in the Company’s risk matrix.
The Company’s risk appetite statement was also updated to
provide clearer guidance on acceptable risk levels across
different areas of the business, helping to ensure that
decision-making remains consistent with the Group’s long-
term objectives.
The Committee engaged with the Chief Operating and
Financial Officer on the annual review of the Company’s
internal controls framework. This included a detailed
assessment of control processes for financial reporting,
operational risk management, and compliance monitoring.
The Committee remains satisfied that the Company’s
internal controls are effective and proportionate to the size
and complexity of its operations.
The Committee acknowledges that the evolving nature of
the Group’s operations, post-divestment, may introduce new
risks and necessitate further updates to the Company’s risk
framework. It will continue to work closely with management
and the Board to proactively identify and address these
challenges.
Additionally, the Committee met quarterly in 2024 with the
Wilson Sons audit committee on the following matters:
•
To receive reports from the Wilson Sons audit committee
on relevant accounting matters and its report from the
Wilson Sons internal audit team;
•
To receive a report on cybersecurity at Wilson Sons. The
report highlighted the principal risks as ransomware,
data loss, customer data breaches, mission critical
systems failure, reputational damage, financial losses
and operational accidents. The Committee was satisfied
with the actions being taken to mitigate cyber risks;
•
To receive a report on the Wilson Sons enterprise risk
management process;
•
To receive litigation reports from the Wilson Sons
legal department outlining the legal provisions in the
accounts and work performed to manage possible
claims; and
•
To have a briefing on the Wilson Sons whistle-blowing
channel outlining the structure of the whistle-blowing
channel and procedures for following up on complaints
received.
The Committee confirmed that appropriate measures are in
place to manage these risks effectively.
In addition to financial and operational risks, the Committee
considered the Company’s environmental, social, and
governance (ESG) obligations, including the requirements
of the Task Force on Climate-Related Financial Disclosures
(TCFD). While the Company does not have a separate ESG
committee due to the size of the Board, the Audit and Risk
Committee ensures that ESG and TCFD-related risks are
integrated into its oversight responsibilities and addressed
comprehensively within the broader risk management
framework.
Compliance and Fraud
There were no instances of fraud reported in 2024 and the
Committee is satisfied that the procedures and policies in
place are being monitored and complied with.
Andrey Berzins
Chair of the Audit and Risk Committee
19 March 2025
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Corporate and Social
Responsibility
The Board recognises that, in addition to managing the Company’s assets, it has an obligation
to ensure that its corporate and social responsibilities to all stakeholders are addressed at
both the parent level and through its operating subsidiaries.
Environment and Responsible Investing
The Board continues to believe that responsible investing
and sustainable operations are essential for the long-term
success of the Company. Throughout 2024, the Board, in
collaboration with Hanseatic Asset Management LBG (our
Investment Manager) and the Wilson Sons management
team, closely monitored the Company’s performance,
strategic investment approach, and opportunities for
responsible capital investment. Our ongoing reviews ensured
that our existing ESG strategy remains aligned with evolving
global standards and best practices. This approach fosters a
culture of effective, ethical, and forward-looking investment
practices, serving the interests of both current and future
investors.
Our Investment Manager is a signatory to the United Nations
Principles for Responsible Investment and provides regular
updates to the Board on alignment with these Principles.
While the Board places importance on environmental and
social considerations, these factors are assessed alongside
broader financial objectives and do not serve as an absolute
constraint on the types of investments made. This year,
particular attention was paid to refining our processes
for gathering relevant information on investee entities’
environmental and social practices.
This ongoing process reflects our dedication to not only
sustainability but also enhancing our ESG initiative, consistent
with our core values and stakeholder expectations. While
2024 did not see any major shifts in strategy, the Company
remains committed to steadily advancing its approach to
environmental responsibility and social accountability. We
will continue to evolve our responsible investing policies,
strengthen engagement with our portfolio companies, and
ensure that ESG considerations remain an integral part of
our growth and stewardship objectives.
Workforce and Safety
In 2024, the Board continued to prioritise inclusivity
and equality at Wilson Sons, the largest employer in the
Group, maintaining a strong focus on gender balance and
leadership development. Women currently constitute 30%
of management and 19% of the overall workforce, reflecting
ongoing efforts to cultivate a diverse environment.
Across the Group, an average of 4,034 employees were
employed during 2024 (2023: 3,849). Given the nature of
maritime operations, the health and safety of the Wilson Sons
workforce remains of utmost importance and is embedded in
daily routines. Wilson Sons continues to partner with DuPont
for its safety programme, using the lost-time injury frequency
rate (“LTIFR”) as a key metric. In 2024, the LTIFR stood at 0.29
(2023: 0.22) below the international benchmark of 0.5.
• 39 •
Directors’ Responsibility
Going Concern
The Group has considerable financial resources including
US$118.4 million in cash and cash equivalents at 31 December
2024 (of which US$38.8 million is from continuing operations)
and the Group’s borrowings have a long maturity profile. The
Group’s business activities together with the factors likely
to affect its future development and performance are set
out in the Chair’s Statement, Business Review and Financial
Report. The financial position, cash flows and borrowings
of the Group are set out in the Financial Report. In addition,
note 29 to the consolidated financial statements includes
details of its financial instruments and its exposure to credit
risk and liquidity risk. Details of the Group’s borrowings are
set out in note 19.
The Group closely monitors and manages its liquidity risk and
does so in a manner that reflects its structure of two distinct
businesses being Ocean Wilsons (Investments) Limited
and Wilson Sons Limited. In performing its going concern
assessment, the Board treated Wilson Sons as a continuing
operation and considered the 15-month period to 31 March
2026.
The Board also considered a scenario in which Wilson Sons
was sold as part of its going concern analysis. It concluded
that, after accounting for the estimated net proceeds from
the sale and deducting the expected costs of the planned
tender offer, the Company would remain a going concern for
the next 15 months.
Ocean Wilsons Holdings Limited and Ocean Wilsons
(Investments) Limited
Ocean Wilsons and Ocean Wilsons (Investments) Limited
have combined cash and cash equivalents of US$38.8 million
and further highly liquid investments of US$121.9 million at
31 December 2024. They have no debt and they have made
commitments in respect of investment subscriptions
amounting to US$43.8 million, for which details are provided
in note 6. The timing of the investment commitments may be
accelerated or delayed in comparison with those indicated
in note 6, but highly liquid investments held are significantly
in excess of the commitments. Neither Ocean Wilsons
nor Ocean Wilsons (Investments) Limited have made any
commitments or have obligations towards Wilson Sons and
its subsidiaries and their creditors or lenders. In the unlikely
circumstance that Wilson Sons was to encounter financial
difficulty, the parent company and its other subsidiary have
no obligations to provide support and have sufficient cash
and other liquid resources to continue as a going concern on
a standalone basis.
Wilson Sons Limited
Wilson Sons has cash and cash equivalents of US$79.5
million. All of the debt, as set out in note 19, and all of the lease
liabilities, as set out in note 15, relate to Wilson Sons, and
have a long maturity profile. The debt held by Wilson Sons is
subject to covenant compliance tests as summarised in note
19, which were in compliance at 31 December 2024 and are
forecast to be complied with throughout the forecast period.
The covenants are most sensitive to changes in EBITDA, debt
service costs and asset values. The Ocean Wilsons Board
reviewed Wilson Sons’ 15-month forecasts for the financial
year 2025 and the first quarter of 2026 which included
analysis of cash flows and loan covenant compliance for the
forecasting period. Budgets are compared with prior period
actual results and previous forecasts to identify variances
and understand the drivers of the changes and their future
impact to allow management to take action as appropriate.
Additional market analysis is performed to corroborate
other key assumptions underpinning the forecasts. In
preparing the forecasts, consideration has been given to
the commitments Wilson Sons has to its joint ventures and
associates in respect of their loan agreements as set out in
note 13 and possible cash outflows these may give rise to,
should the joint ventures and associates breach their loan
covenants.
Cash flow and loan covenant compliance forecasts were
then subjected to reverse stress tests to understand the
headroom available before a covenant breach occurs or
liquidity is exhausted. Consideration was then given as to
whether the principal risks attributable to Wilson Sons would
give rise to severe downside scenarios that could cause
loan covenant breaches or exhausting of liquidity, such as
significant reductions in revenues.
This assessment confirmed that Wilson Sons has adequate
cash, other liquid resources and undrawn credit facilities to
enable it to meet its obligations as they fall due in order to
continue its operations during the going concern forecast
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period. Based on the Board’s review of Wilson Sons’ going
concern assessment and the liquidity and cash flow reviews of
the Company and its subsidiary Ocean Wilsons (Investments)
Limited, the Directors have a reasonable expectation that
the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the annual report and accounts.
Directors’ Responsibility Statement
The Directors are responsible for preparing the annual report
in accordance with applicable laws and regulations.
The Directors are required by Bermuda company law to
lay financial statements before the Company in a general
meeting. In doing this the Directors prepare accounts on a
going concern basis for each financial year which give a true
and fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Group for that period.
In preparing those accounts, the Directors are required to:
•
ensure suitable accounting policies have been adopted
and applied consistently;
•
make judgements and estimates that are reasonable
and prudent;
•
state that applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the accounts;
•
provide additional disclosure if compliance with specific
IFRS requirements is insufficient to enable users to
understand the impact of particular transactions,
other events and conditions on the Company and Group
financial position and financial performance; and
•
present information, including accounting policies in a
manner that provides relevant, reliable, comparable and
understandable information.
The Board considers the annual report and accounts, taken
as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
On behalf of the Board
Caroline Foulger
Chair
19 March 2025
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Task Force for
Climate Related
Financial
Disclosures
Overview
Ocean Wilsons Holdings Limited (“OWHL” or the “Company”) recognises the continued relevance of climate-related risks and
opportunities to the Company. In 2024, OWHL has made further progress in understanding its environmental impacts and the
risk and opportunity landscape.
As a holding company, it is recognised that risks and opportunities arise at the level of its subsidiary companies: Ocean Wilsons
(Investments) Limited (“OWIL”) and Wilson Sons Holdings Brasil S.A. (“Wilson Sons”). The decision was made this year to sell
OWHL’s controlling stake in Wilson Sons with the sale process expected to conclude in 2025. Although OWHL will continue
to own Wilson Sons until that point, the climate-related risks and opportunities specific to this subsidiary are no longer the
focus of the Company. Therefore, the 2024 TCFD report will be focused on OWHL and OWIL. More detail on Wilson Sons’
environmental performance, risk exposure and opportunities are available in the organisation’s dedicated Sustainability Report
(2024), available at www.wilsonsons.com.br.
OWHL has complied with all TCFD recommended disclosures and organised this disclosure in line with the TCFD pillars of
Governance, Strategy, Risk Management, and Metrics & Targets.
Governance
The OWHL Board holds ultimate responsibility for managing material risks and opportunities with the potential to impact OWIL,
including those arising from or related to climate change. The Audit and Risk Committee most directly engages with these
issues and is responsible for ensuring ongoing effective management of identified risks, including monitoring the efficacy of
internal controls and mitigating actions. Relevant updates to risks and opportunities are reviewed and discussed quarterly at
Committee meetings.
The OWHL Board shares the same Directors as OWIL and is tasked with ensuring the Company conducts business in line with
the principles of responsible investing. Fund performance, asset allocation, and the ESG position of funds are monitored closely
by OWIL’s Investment Manager and discussed at quarterly meetings with the Company. The Investment Manager employs a
responsible investing policy to ensure adequate due diligence processes are undertaken to identify and monitor sustainability
issues within the portfolio. The Investment Manager became a signatory of the UN Principles of Responsible Investment
network in 2022 and continues to maintain this affiliation.
Strategy
An understanding of the risks and opportunities posed directly by climate change and the societal transition to a low-carbon
future continue to influence OWHL’s financial planning and strategic direction. Relevant risks have been categorised as either
relating to the physical impacts of climate change or to societal efforts to mitigate and adapt to climate change (e.g. the effect
of carbon taxation on certain funds or industries). Risks have been further categorised according to the time horizon when they
are most likely to have a material impact: short-term (less than 3 years), medium-term (3 to 10 years) and long-term (more than
10 years).
Task Force for Climate Related
Financial Disclosures (“TCFD”)
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RISK
CATEGORY
DESCRIPTION
IMPACT
Physical
impacts of
extreme climate
phenomena
Physical:
Acute /
Chronic
Impacts of increased
incidence and magnitude
of extreme weather events
across sectors.
TIMEFRAME
Medium / long-term
LIKELIHOOD
High
SEVERITY
Low
• As the consequences of extreme weather events become
more severe over the long-term, economic disruption
is likely to accelerate, with impacts across geographic
locations, supply chains, and sectors.
• This may lead to short-term economic turbulence and
influence fund performance.
Policy risk
Transition:
Policy and
Regulation
Climate policy and regulation
increasing costs and reducing
business profitability.
TIMEFRAME
Medium-term
LIKELIHOOD
High
SEVERITY
Moderate
• Legal and regulatory change is likely to affect business
operations, supply chains, or management practices,
particularly in exposed sectors and regions.
• Investment managers could be impacted in several ways:
‐ Higher costs in proving compliance with more stringent
regulations, including ESG reporting, metrics, and due
diligence, reducing profitability and valuations.
‐ Stricter and more widely enforced anti-greenwashing
regulation in the financial sector.
‐ Increased risk of obsolescence and stranded assets due
to regulatory changes, particularly in exposed sectors,
such as energy and extractives.
Climate-related
technological
disruption
Transition:
Technology
Potential for technological
disruption within exposed
sectors.
TIMEFRAME
Medium / long-term
LIKELIHOOD
Moderate
SEVERITY
Low
• Emerging technology and innovative business models are
expected to provide widespread disruption across a range
of sectors as they transition towards more sustainable
models, for instance the EV transition in the automotive
sector.
• This has negative implications for legacy companies and
increases risk of stranded assets within the portfolio.
Changing market
dynamics
Transition:
Market
Impacts associated with
consumer demand-based
market transformation.
TIMEFRAME
Medium / long-term
LIKELIHOOD
Moderate
SEVERITY
Low
• Evolving preferences and growing climate awareness
among consumers may result in obsolescence and
stranded assets within exposed sectors.
• 45 •
The far-reaching impacts of climate change and societal adaptation efforts will also result in several opportunities for OWIL.
The most material identified opportunities are outlined below.
OPPORTUNITY
CATEGORY
DESCRIPTION
IMPACT
Benefitting
from the growth
of transition-
aligned
industries
Transition:
Market
Active investment in growth
sectors aligned with the
societal transition, such as
renewable power generation.
TIMEFRAME
Medium / long-term
LIKELIHOOD
High
SEVERITY
Moderate
• Investments in industries such as low-carbon transport or
renewables provide the opportunity to support their growth
and benefitting from their rise over time.
Meeting growing
expectations for
sustainability
transparency
Transition:
Policy and
Market
Improving understanding and
transparency of sustainability
performance of investments.
TIMEFRAME
Short to Medium-Term
LIKELIHOOD
High
SEVERITY
Low
• As norms around corporate transparency evolve and
updated sustainability reporting standards come
into place, requirements and expectations around
sustainability-relevant disclosure will continue to increase.
Proactively improving understanding of the impacts and
transparently communicating them will reduce the risk of
compliance shocks.
• Accurately communicating the sustainability performance
of OWIL funds will also meet the expectations of investors,
who increasingly factor ESG criteria into their investment
decisions.
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Influence on Strategy and Strategy Resilience
It is clear that the impacts of most of these identified risks for OWIL are mediated through investment funds. Therefore,
diversification of the portfolio and the ability to flexibly adjust its composition are considered to effectively limit OWIL’s risk
exposure. Still, an awareness of the risks and opportunities presented by climate change has influenced the Company’s
strategy in several ways.
An understanding of the risks associated with poor climate and sustainability performance has led us to institute robust ESG
analysis for all funds during the selection process. This allows us to identify climate-relevant risks prior to incorporation into
the portfolio. A number of the portfolio’s fund managers are quite advanced in these areas, such as EQT, which in 2021 became
the first private market firm to set a science-based net zero target. We will continue to work with our underlying investment
managers to assess the feasibility and value of quantifying the emissions associated with all of our funds, so this can serve as
a further input into strategic decision making.
Given the substantial uncertainties of the future extent and impacts of climate change, we have assessed our resilience to
climate-related risks across three different climate scenarios, as detailed in the table below.
Shared
Socioeconomic
Pathway
Representative
Concentration
Pathway
Description
SSP1
2.6
A smooth transition to <2°C of warming. Mitigation efforts are scaled up rapidly and
necessary investments / innovations are made to allow for high levels of electrification
for transport and industry. Physical risks still increase over time, but remain manageable
thanks to a well stewarded, internationally coordinated low-carbon transition.
SSP1
4.5
Moderate challenges to mitigation and adaptation mean temperature rise by 2100
is between 2°C and 3°C. The world stays on a familiar path and progress is uneven.
Significant efforts to decarbonise transport and industry are made but not at the same
pace as in SSP1. Physical risks grow decidedly more common and impactful, especially in
the second half of the century.
SSP3
6.0
Competing concerns mean that relatively little attention is paid to mitigating climate
change and efforts to do so are highly disjointed. Warming levels reach between 3°C
and 4°C by 2100. There are low levels of investment in adaptation / mitigation and
few technological innovations are achieved. High levels of physical risk are expected
throughout the economy.
These scenarios have been chosen to encompass a broad range of potential outcomes. SSP1 presents an optimistic case
and SSP3 is more akin to a worst-case scenario, with SSP2 likely approximating the most probable outcome. This variety of
scenarios allows us to assess high and low levels of both physical and transition risks to assess the robustness of our strategy
and risk controls.
Key insights from this scenario analysis exercise include:
•
SSP1 – 2.6 would limit our exposure to physical risks and present the most material opportunities associated with the
growth of transition-aligned sectors. This scenario would however also mean relatively high exposure to transition risks
directly affecting those funds in the portfolio with higher carbon impacts (as regulation, carbon taxation, etc. begin to
impact them).
•
Under SSP2 – 4.5 physical risks to our portfolio of funds would be more material, especially in the longer term, and the
opportunities related to investing in low-carbon industries would be lower magnitude. The slower pace of the transition
would likely reduce several transition risks as we could more gradually adjust the portfolio in line with developing trends.
•
SSP3 – 6.0 would naturally entail the greatest physical risks, with multiple second and third order effects, such as the decline
of certain industries. The absence of ambitious regulation and global coordination means that many transition risks would
be less pronounced, although the failure to address climate change is expected to result in economic turbulence that
would increase our exposure to market risks.
• 47 •
Risk Management
Identifying and Assessing Risk
A climate-related risk assessment was first undertaken in 2021 and has since been reviewed and updated periodically. Risks
were identified, evaluated, and classified in line with TCFD guidelines. Physical risks are classified as either being acute
(related to discrete events, such as wildfires) or chronic (related to long-term changes to earth systems, such as sea level rise).
Transition risks are classified as pertaining to the following categories: policy and legal, technology, market, or reputation.
Each identified risk is further classified by the time horizon in which it is expected to be most material. The overall materiality
of a risk is determined as a product of its likelihood and its severity. Both are assessed on a four-point qualitative scale (Low,
Moderate, High, Very High), which are combined to provide an overall assessment of the risk’s materiality.
As part of the Investment Manager’s annual operational due diligence processes, information is collected on the ESG and risk
management policies of all funds. Material updates to these areas are considered as part of holistic reviews of the composition
of the portfolio. Annual reviews and updates to our climate-related risks and opportunities specifically are undertaken by
external experts and reviewed by the Chief Operating and Financial Officer of the Company.
Managing and Integrating Risk
OWIL’s portfolio is managed according to the Investment Manager’s responsible investing principles. This requires active
ownership and the incorporation of ESG issues into policies and practices, including analysis of the ESG risk profiles of different
funds in order to manage and reduce negative impacts on the portfolio. We have continued to upskill our team, including
members of the Audit and Risk Committee, in climate-relevant areas this year, and regularly engage with relevant forums and
bodies to ensure we are in line with risk management best practice and kept up to date with developments in the risk landscape.
Climate-related risks are entirely integrated into broader risk management processes and managed via the same policies and
procedures as risks of other types. The same processes of risk identification, assessment, and the implementation of control
plans apply equally to all material risks. OWIL views risk exposure holistically and evaluates risks of all types together when
selecting funds.
Metrics And Targets
Metrics Used
We decided to defer quantification of our emissions until after the sale of Wilson Sons is complete and we have further clarity
on the organisation’s structure moving forward. The holding company’s emissions are extremely limited, relating only to the
operation of minimal office space at one site and air travel. The majority of our emissions will relate to the specific funds
we invest in. Compiling an accurate footprint of financed emissions is a complicated undertaking that various organisations
approach differently. We will continue to monitor sector norms in this area and begin to quantify our financed emissions when
we are confident in the accuracy and usefulness of the data.
We currently have no climate-related targets in place, as we are still improving our understanding of the Company’s baseline
impacts. At this time, OWHL is undergoing a strategic review and managing the divestment of Wilsons Sons, therefore deferring
decisions on target setting until its strategy has been finalised. We will continue exploring our options, with the intention of
setting ambitious, achievable, and measurable goals when it is practical and beneficial to do so.
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Consolidated
Financial
Statements
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I N D E P E N D E N T A U D I T O R ’ S R E P O R T
• 51 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 52 •
I N D E P E N D E N T A U D I T O R ’ S R E P O R T
• 53 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 54 •
I N D E P E N D E N T A U D I T O R ’ S R E P O R T
• 55 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 56 •
I N D E P E N D E N T A U D I T O R ’ S R E P O R T
• 57 •
Note
2024
2023
Continuing operations
Investment portfolio returns
6
20,463
29,120
Investment portfolio expenses
6
(3,527)
(3,278)
Corporate expenses
7
(5,629)
(4,267)
Finance income
665
205
Finance costs
(156)
(10)
Foreign exchange losses on monetary items
(634)
(80)
Profit for the year from continuing operations
11,182
21,690
Discontinued operations
Profit for the year from discontinued operations
5
107,938
81,382
Profit for the year from discontinued operations
107,938
81,382
Total profit for the year
119,120
103,072
Other comprehensive income
Other comprehensive income from continuing operations
-
-
Other comprehensive (loss)/income from discontinued operations
5
(28,386)
8,863
Other comprehensive (loss)/income for the year
(28,386)
8,863
Total comprehensive income for the year
90,734
111,935
Profit for the year attributable to:
Equity holders of the Company from continuing operations
11,182
21,690
Equity holders of the Company from discontinued operations
60,496
45,358
Equity holders of the Company
71,678
67,048
Non-controlling interests from continuing operations
-
-
Non-controlling interests from discontinued operations
47,442
36,024
Non-controlling interests
47,442
36,024
119,120
103,072
Total comprehensive income for the year attributable to:
Equity holders of the Company from continuing operations
11,182
21,690
Equity holders of the Company from discontinued operations
44,505
50,369
Equity holders of the Company
55,687
72,059
Non-controlling interests from continuing operations
-
-
Non-controlling interests from discontinued operations
35,047
39,876
Non-controlling interests
35,047
39,876
90,734
111,935
Earnings per share
Basic and diluted from continuing operations
27
31.6c
61.3c
Basic and diluted from discontinued operations
27
171.1c
128.3c
Basic and diluted
202.7c
189.6c
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024 - (Expressed in thousands of US Dollars)
The accompanying notes are an integral part of these interim consolidated financial statements.
O C E A N W I L S O N S H O L D I N G S L I M I T E D
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Note
2024
2023
Current assets
Cash and cash equivalents
9
38,847
69,367
Accrued income and investment portfolio receivables
357
361
Investment portfolio assets
6
322,636
309,158
Recoverable taxes
8
-
47,708
Trade receivables
10
-
65,694
Other current assets
11
-
12,920
Inventories
12
-
18,171
Assets within disposal group held for sale
5
1,100,920
-
1,462,760
523,379
Non-current assets
Other receivables
10
-
13,041
Other non-current assets
11
-
5,792
Recoverable taxes
8
-
20,680
Investment in joint ventures and associates
13
-
96,084
Deferred tax assets
8
-
22,827
Property, plant and equipment
14
-
614,099
Right-of-use assets
15
-
198,508
Other intangible assets
16
-
13,858
Goodwill
17
-
13,597
-
998,486
Total assets
1,462,760
1,521,865
Current liabilities
Trade and other payables
18
(633)
(71,768)
Bank loans
19
-
(70,856)
Tax liabilities
8
-
(10,831)
Lease liabilities
15
-
(28,783)
Liabilities within disposal group held for sale
5
(622,738)
-
(623,371)
(182,238)
Non-current liabilities
Bank loans
19
-
(253,345)
Deferred tax liabilities
8
-
(65,596)
Lease liabilities
15
-
(195,503)
Provisions for legal claims
21
-
(7,322)
Post-employment benefits
20
-
(2,047)
-
(523,813)
Total liabilities
(623,371)
(706,051)
Capital and reserves
Share capital
23
11,390
11,390
Retained earnings
719,236
676,817
Translation reserve
(102,757)
(86,703)
Equity attributable to equity holders of the Company
627,869
601,504
Non-controlling interests
25
211,520
214,310
Total equity
839,389
815,814
Signed on behalf of the Board
F. Beck
A. Berzins
Director
Director
The accompanying notes are an integral part of these interim consolidated financial statements.
• 59 •
Consolidated Statement of Financial Position
At 31 December 2024 - (Expressed in thousands of US Dollars)
Share capital
Retained
earnings
Translation
reserve
Attributable
to equity
holders of the
Company
Non-
controlling
interests
Total equity
Balance at 1 January 2023
11,390
634,910
(91,692)
554,608
199,518
754,126
Profit for the year – continuing
operations
- 21,690
- 21,690
- 21,690
Profit for the year – discontinued
operations
- 45,358
- 45,358
36,024
81,382
Other comprehensive income –
discontinued operations
-
22 4,989
5,011 3,852 8,863
Total comprehensive income for the
year
- 67,070 4,989 72,059 39,876
111,935
Dividends paid to equity holders of
the Company
-
(24,754)
-
(24,754)
-
(24,754)
Dividends paid to non-controlling
interests – discontinued operations
-
-
-
-
(25,248)
(25,248)
Equity transactions in subsidiary –
discontinued operations
- (409)
- (409)
164 (245)
Balance at 31 December 2023
11,390
676,817 (86,703)
601,504
214,310
815,814
Balance at 1 January 2024
11,390 676,817 (86,703) 601,504 214,310 815,814
Profit for the year – continuing
operations
-
11,182
-
11,182
-
11,182
Profit for the year – discontinued
operations
- 60,496
- 60,496 47,442 107,938
Other comprehensive income –
discontinued operations
-
63 (16,054)
(15,991)
(12,395)
(28,386)
Total comprehensive income for the
year
-
71,741 (16,054)
55,687 35,047 90,734
Dividends paid to equity holders of
the Company
-
(30,059)
-
(30,059)
-
(30,059)
Dividends paid to non-controlling
interests – discontinued operations
-
-
-
-
(38,505)
(38,505)
Equity transactions in subsidiary –
discontinued operations
-
737
-
737
668
1,405
Balance at 31 December 2024
11,390 719,236
(102,757)
627,869 211,520
839,389
Translation reserve
The translation reserve arises from exchange differences on the translation of operations with a functional currency other than
US Dollars.
Amounts in the consolidated statement of changes in equity are stated net of tax where applicable.
The accompanying notes are an integral part of these interim consolidated financial statements.
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024 - (Expressed in thousands of US Dollars)
Note
2024
2023
OPERATING ACTIVITIES
Continuing operations
Profit for the year
11,182
21,690
Adjustment for:
Returns on investment portfolio
6
(20,463)
(29,120)
Finance income
(665)
(205)
Foreign exchange losses on monetary items
634
80
Changes in:
Other current and non-current assets
4
1,827
Trade and other payables
18
(442)
253
Net cash outflow from operating activities – continuing operations
(9,750)
(5,475)
Net cash inflow from operating activities – discontinued operations
5
195,096
134,210
Net cash inflow from operating activities
185,346
128,735
INVESTING ACTIVITIES
Continuing operations
Interest income
665
205
Income from financial assets
6
13,406
2,022
Purchase of investment portfolio assets
6
(60,541)
(42,674)
Proceeds on disposal of investment portfolio assets
6
54,120
33,545
Net cash inflow/(outflow) from investing activities – continuing operations
7,650
(6,902)
Net cash outflow from investing activities – discontinued operations
5
(36,573)
(64,237)
Net cash outflow from investing activities
(28,923)
(71,139)
FINANCING ACTIVITIES
Continuing operations
Dividends paid to equity holders of the Company
26
(30,059)
(24,754)
Net cash outflow from financing activities – continuing operations
(30,059)
(24,754)
Net cash outflow from financing activities – discontinued operations
5
(78,212)
(43,775)
Net cash outflow from financing activities
(108,271)
(68,529)
Cash and cash equivalents at beginning of year
69,367
77,873
Cash and cash equivalents at beginning of year - continuing operations
21,167
77,873
Cash and cash equivalents at beginning of year - discontinued operations
48,200
-
Total net cash outflow - continuing operations
(32,159)
(37,131)
Total net cash inflow - discontinued operations
80,311
26,198
Total net decrease in cash and cash equivalents
48,152
(10,933)
Dividends received from subsidiary - continuing operations
50,473
30,602
Dividends paid to parent company - discontinued operations
(50,473)
(30,602)
Net dividend received and paid within the Group
-
-
Effect of foreign exchange rate changes - continuing operations
(634)
(79)
Effect of foreign exchange rate changes - discontinued operations
1,478
2,506
Total effect of foreign exchange rate changes
844
2,427
Total cash and cash equivalents at end of year
118,363
69,367
Cash and cash equivalents at end of year - discontinued operations
79,516
-
Cash and cash equivalents at end of year – continuing operations
38,847
69,367
The accompanying notes are an integral part of these interim consolidated financial statements.
• 61 •
Consolidated Statement of Cash Flows
For the year ended 31 December 2024 - (Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited (“Ocean Wilsons” or the “Company”) is a Bermuda investment holding company which, through
its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company
is incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991. The Company’s
registered office is Clarendon House, 2 Church Street, Hamilton, Bermuda. These consolidated financial statements comprise
the Company and its subsidiaries (the “Group”).
These consolidated financial statements were approved by the Board on 19 March 2025.
2
Material accounting policies and critical accounting judgements
Basis of accounting
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRSs”) and are presented in US Dollars, which is the Company’s functional currency. All amounts have been rounded to the
nearest thousand, unless otherwise indicated.
These consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial
instruments and defined health benefit plan liabilities that are measured at fair value.
Basis of consolidation
These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences until the date on which control
ceases. The financial statements of subsidiaries are prepared in accordance with the accounting policies set out in note 2. All
intra-group transactions and balances are eliminated on consolidation.
Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-
controlling interests’ share of changes in equity since the date of the combination. Where a change in percentage of interests
in a controlled entity does not result in a change of control, the difference between the consideration paid for the additional
interest and the book value of the net assets in the subsidiary at the time of the transaction is taken directly to equity. When the
Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling
interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the
former subsidiary is measured at fair value when control is lost.
Foreign currency
The functional currency of each entity of the Group is established as the currency of the primary economic environment in
which it operates. Transactions other than those in the functional currency of the entity are translated at the exchange rate
prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated
at the exchange rate at the date of the transaction. Exchange differences arising on the settlement and on the translation of
monetary items are included in profit or loss for the period.
On consolidation, the statement of profit or loss and comprehensive income of entities with a functional currency other than
US Dollars are translated into US Dollars, at the average exchange rates for the period. Statement of financial position items
are translated into US Dollars at the exchange rate at the reporting date. Exchange differences arising on consolidation of
entities with functional currencies other than US Dollars are recognised in other comprehensive income and accumulated in
the translation reserve, less the translation difference allocated to non-controlling interest.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
1
General Information
O C E A N W I L S O N S H O L D I N G S L I M I T E D
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Discontinued operations
A discontinued operation is a component of the Group that has either been disposed of or been classified as held for sale and
that represents a separate major line of business of which the operations and cash flows can be clearly distinguished from the
rest of the Group.
When a component of the Group is classified as discontinued operations, the comparative consolidated statement of profit
or loss and other comprehensive income, the comparative consolidated statement of changes in equity and the comparative
consolidated statement of cash flows are re-presented as if the operation had been discontinued from the start of the
comparative period.
Disposal group, assets and liabilities held for sale
A disposal group is a group composed of assets to be disposed of together in a single transaction and of liabilities directly
associated with those assets that will be transferred in the transaction. Assets and liabilities of a disposal group are classified
as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing
use. When a disposal group is classified as held for sale, the comparative consolidated statement of financial position is not
re-presented.
A disposal group is measured at the lower of its carrying amount and fair value less costs to sell. An impairment loss for any
write‑down of the disposal group to fair value less costs to sell is recognised in profit and loss. Any subsequent increase in
fair value less costs to sell of the disposal group is recognised as a gain in profit and loss, but not in excess of the cumulative
impairment loss that has been previously recognised.
Non-current assets part of a disposal group classified as held for sale are no longer depreciated or amortised. Interest and
other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
Joint ventures and associates
A joint venture is a contractual agreement where the Group has joint control and has rights to the net assets of the contractual
arrangement, rather than being entitled to specific assets and liabilities arising from the agreement. An associate is an entity
in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
Investments in joint ventures and associates are accounted for using the equity method and are initially recognised at cost.
The Group’s share in the profit or loss and other comprehensive income of the joint ventures and associates is included in these
consolidated financial statements, until the date that significant influence or joint control ceases.
Sales of services
Revenue derived from sales of services is measured based on the consideration specified in a contract with a customer for
goods and services provided in the normal course of business, net of trade discounts and sales related taxes, and is recognised
when the performance obligation towards the customer is satisfied.
Typically, revenue from providing agency and logistics services is recognised when the agreed services have been performed
and revenue from providing towage services, vessel turnarounds, container movement and associated services is recognised
on the date that the services have been performed. Revenue related to services and construction contracts is recognised
throughout the period of the project when the work in proportion to the stage of completion of the transaction contracted has
been performed.
The timing of when performance obligations are satisfied by type of revenue derived from sales of service is as follows:
Performance obligation
Timing of revenue recognition
Towage and ship agency services
At a point in time
Port Terminals
At a point in time
Logistics
At a point in time
Shipyard
Over time
There are no significant judgements in the determination of when performance obligations are satisfied.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 63 •
Employee charges and benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected
to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by
the employee and the obligation can be estimated reliably.
Defined contribution plan
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
Defined health benefit plans
The Group’s net obligation regarding defined health benefit plans is calculated separately for each plan by estimating the amount
of future benefit that employees receive in return for their service in the current period and prior periods. That health benefit
is discounted to determine its present value. The calculation of the liability of the defined health benefit plan is performed
annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined health benefit
obligation, which include actuarial gains and losses, are immediately recognised in other comprehensive income.
The Group determines the net interest expense on the net defined benefit liabilities for the period by multiplying them by the
discount rate used to measure the defined health benefit obligations. Defined health benefit liabilities for the period take into
account any changes during the period due to the payment of contributions and benefits. Net interest and other expenses
related to defined health benefit plans are recognised in profit or loss. When the benefits of a health plan are changed, the
portion of the change in benefits relating to past services rendered by employees is recognised immediately in profit or loss.
The Group recognised gains and losses on the settlement of a defined health benefit plan when settlement occurs.
Termination benefits
Termination benefits are recognised as an expense when the Group can no longer withdraw the offer of such benefits. If
payments are settled after 12 months from the reporting date, then they are discounted to their present values.
Finance income and finance costs
Interest income or expense is recognised in profit or loss using the effective interest method.
Taxation
Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items
recognised directly in equity or in other comprehensive income, in which case the tax is also recognised directly in equity or in
other comprehensive income.
Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement
of profit or loss and other comprehensive income because it excludes or includes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s current tax expense
is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is generally recognised for all taxable
temporary differences except for when the Group is able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future. Deferred tax is not recognised if the temporary
difference arises from goodwill or from the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the
extent that it is probable that future taxable profits will be available against which they can be used. The carrying amount of
deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that
the related tax benefit will be realised. Prior reductions are reversed when the probability of future taxable profits improves.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
2
Material accounting policies and critical accounting judgements (CONTINUED)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset is recognised, based on tax rates and tax laws that have been enacted or substantively enacted by the end
of the reporting period. The measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The Group offsets current tax assets against current tax liabilities when these items are in the same entity and relate to taxes
levied by the same taxation authority and the taxation authority permits the Group to make or receive a single net payment.
Financial instruments
Recognition and initial measurement
Trade and other receivables are initially recognised when they are originated. All other financial assets and financial liabilities
are initially recognised when the Group becomes a party to the contractual provisions of the instruments. Trade and other
receivables are initially measured at the transaction price which reflects fair value. All other financial assets and financial
liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue.
Classification and subsequent measurement
Management determines the classification of its financial instruments at the time of initial recognition. The classification
depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Group’s
designation of such instruments.
Financial assets are classified as measured at amortised cost if they are not designated as at fair value through profit and
loss and if they are held within a business model whose objective is to hold assets to collect contractual cash flows and if the
contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding. These assets are subsequently measured at amortised cost using the effective interest method, reduced
by any impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss.
Any gain or loss on derecognition is recognised in profit or loss.
Financial assets are classified as measured at fair value through profit and loss if they are not classified as measured at
amortised cost, or if they are designated as such by management on initial recognition. Financial assets held for trading are
classified as measured at fair value through profit and loss. These assets are subsequently measured at fair value. Net gains
and losses, including any interest or dividend income, are recognised in profit or loss.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level
because this best reflects the way the business is managed and information is provided to management. The information
considered includes the stated policies and objectives for the portfolio, how the performance of the portfolio is evaluated and
reported to the Group’s management, and the risks that affect the performance of the business model and how those risks are
managed. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers
the contractual terms of the instrument, including assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition.
Financial liabilities are classified as at fair value through profit and loss when the financial liability is either held for trading or it
is designated as such by management on initial recognition. Financial liabilities that are not classified as at fair value through
profit and loss are classified as other financial liabilities and are subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
The classification the Group applies to each of its significant categories of financial instruments is as follows:
Financial instruments
Classification
Cash and cash equivalents
At fair value through profit and loss
Investment portfolio assets
At fair value through profit and loss
Trade and other receivables
Amortised cost
Trade and other payables
Other financial liabilities
Bank loans
Other financial liabilities
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 65 •
Cash and cash equivalents comprise cash on hand and short-term investments that are highly liquid, readily convertible to
known amounts of cash without being subject to material risk of changes in value, and not kept within a managed investment
portfolio as part of a broader investment strategy.
Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it
transfers the rights to receive the contractual cash flows in a transaction in which the Group either substantially transfers all of
the risks and rewards of ownership of the financial asset or in which the Group neither transfers nor retains substantially all of
the risks and rewards of ownership and it does not retain control of the financial asset.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group
also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially
different, in which case a new financial liability based on the modified terms is recognised at fair value.
Impairment of financial assets
The Group considers a financial asset to be in default when internal or external information indicates that the Group is unlikely
to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows and impairment losses are recognised in profit and loss. If, in a subsequent period, an
event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.
Inventories
Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, and where applicable,
direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and
condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
Property, plant and equipment
Property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated
depreciation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the
future economic benefits associated with the expenditure will flow to the Group.
Depreciation is calculated to write off the cost less the estimated residual value of items of property, plant and equipment,
other than land or assets under construction, over their estimated useful lives, using the straight-line method. Land is not
depreciated, and assets under construction are not depreciated until they are transferred to the appropriate category of
property, plant and equipment when the assets are ready for intended use. Depreciation is recognised in profit or loss.
The estimated useful life of the different categories of property, plant and equipment are as follows:
Category
Useful life
Buildings
25 to 35 years
Leasehold Improvements
5 to 52 years1
Floating Craft
25 years
Vehicles
5 to 10 years
Plant and Equipment
10 to 20 years
1
shorter of the rental period or the useful life of the underlying asset
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the
effect of any changes in estimate accounted for on a prospective basis.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
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Material accounting policies and critical accounting judgements (CONTINUED)
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. The gain or loss arising on disposal or retirement of property, plant and equipment
is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit
or loss.
Lease arrangements
At inception of a contract, the Group assesses whether it is a lease or contains a lease component, which it is if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before
the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying
asset, less any incentives received.
The lease liability is initially measured at the present value of the lease payments unpaid at the commencement date using the
interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally,
the Group applies the incremental borrowing rate. For a portfolio of leases with similar characteristics, lease liabilities are
discounted using a single discount rate.
Lease payments included in the measurement of the lease liability comprises fixed payments, variable payments based on an
index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from options reasonably
certain to be exercised. Variable lease payments not related to an index or rate are recognised in profit or loss as incurred.
Right-of-use assets are depreciated using the straight-line method, from the lease commencement date to the earlier of the
end of their useful life or the end of the lease term, over their expected useful lives, on the same basis as owned assets except
when there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, in which case the right-
of-use asset will be fully depreciated over the shorter of the lease term and its useful life. Right-of-use assets are reduced by
impairment losses, if any, and adjusted for remeasurements of the lease liability.
The term of contracts and average discount rate of the different category of lease arrangements are as follows:
Category
Term of contracts
Average discount rate
Operational facilities
5 to 77 years
9.05%
Floating craft
2 to 5 years
10.08%
Buildings
1 to 6 years
11.28%
Vehicles, plant and equipment
1 to 7 years
18.60%
Subsequent to the initial measurement, the carrying amount of the liability is reduced to reflect the lease payments made and
increased to reflect the interest payable. If there is a change in the expected cash flows arising from and index or rate, the lease
liability is recalculated. If the modification is related to a change in the amounts to be paid, the discount rate is not revised.
Otherwise, if a modification is made to a lease, the Group revises the discount rate as if a new lease arrangement had been
made.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value
assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the
lease term.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 67 •
Intangible assets
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future
economic benefits associated with the expenditure will flow to the Group.
Amortisation is calculated to write off the cost less the estimated residual values of intangible assets, using the straight-line
method. Amortisation is recognised in profit or loss.
The estimated useful life of the different category of intangible assets are as follows:
Category
Useful life
Computer software
5 years
Concession rights
30 to 33 years
The estimated useful life, residual values and amortisation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
An intangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. The gain or loss arising on disposal or retirement of an intangible asset is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Goodwill
Goodwill arising on an acquisition of a business is measured at cost as established at the date of acquisition of the business less
accumulated impairment losses. Goodwill is not amortised.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing
use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill acquired in a
business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment
losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU
on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
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Material accounting policies and critical accounting judgements (CONTINUED)
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of
economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the
end of the reporting period taking into account the risks and uncertainties surrounding the obligation.
Use of judgements, estimates and assumptions
The preparation of these consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities,
income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
In the process of applying the Group’s accounting policies, the following judgements, estimates, and assumptions made by
management have the most significant effect on the amounts recognised in these consolidated financial statements:
•
Provisions for tax, labour, and civil risks – Judgement
Provisions for legal cases are made when the Group’s management, together with their legal advisors, consider the
probable outcome is a financial settlement against the Group. Provisions are measured at management’s best estimate
of the expenditure required to settle the obligation based upon legal advice received, prior experience and management’s
best knowledge of the relevant facts and circumstances.
•
Valuation of unquoted investments – Judgements, estimates and assumptions
The fair value of financial assets that are not traded in an active market is determined using valuation techniques. The
Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting
date. Valuation techniques used include the use of comparable recent arm’s length transactions, reference to other
instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation
techniques commonly used by market participants making the maximum use of market inputs and relying as little as
possible on entity-specific inputs.
Changes in material accounting policies
A number of new or amended standards are effective for annual periods beginning on or after 1 January 2024, but none have a
significant impact on the preparation of the consolidated financial statements of the Group.
Standards issued but not yet effective
Several new or amended standards are effective for annual periods beginning after 1 January 2024 with early adoption
permitted. The Group has elected to not adopt early the following new or amended standards and is assessing their impact on
the preparation of its consolidated financial statements.
•
Amendments to IAS 21: Lack of Exchangeability, effective for periods beginning on or after 1 January 2025
•
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments, effective for period beginning
on or after 1 January 2026
•
IFRS 18: Presentation and Disclosure in Financial Statements, effective for period beginning on or after 1 January 2027
•
IFRS 19: Subsidiaries without Public Accountability: Disclosures, effective for period beginning on or after 1 January 2027
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 69 •
Ocean Wilsons has direct ownership in the following subsidiaries:
Place of
incorporation and
operation
Ownership interest
Subsidiaries
Segment
2024
2023
Investments
Ocean Wilsons (Investments) Limited
Bermuda
Investment
100%
100%
Holdings
Ocean Wilsons Overseas Limited
Bermuda
Corporate
100%
100%
Ocean Wilsons Overseas Limited has direct ownership in the following subsidiary:
Place of
incorporation and
operation
Ownership interest
Subsidiaries
Segment
2024
2023
Holdings
OW Overseas (Investments) Limited
United Kingdom
Corporate
100%
100%
OW Overseas (Investments) Limited (“OWOIL”) has direct ownership in the following subsidiary:
Place of
incorporation and
operation
Ownership interest
Subsidiaries
Segment
2024
2023
Holdings
Wilson Sons S.A.
Brazil
Maritime services
56.39%
56.52%
Following a strategic review of the Group’s investments, the Board decided to have OWOIL sell its full ownership interest in
Wilson Sons S.A., for which further details are presented in note 5.
The change in ownership interest in Wilson Sons S.A. from the year ended 31 December 2023 to 31 December 2024 is due to
the exercise of share options in subsidiaries, for which the details are presented in note 24. The information on non-controlling
interests is presented in note 25.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
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Group composition
Wilson Sons S.A. has direct ownership in the following subsidiaries:
Place of
incorporation and
operation
Ownership interest
Subsidiaries
Segment
2024
2023
Shipyard
Wilson Sons Estaleiros Ltda.
Brazil
Maritime services
100%
100%
Ship agency
Wilson Sons Shipping Services Ltda.
Brazil
Maritime services
100%
100%
Logistics
Wilson Sons Terminais e Logística Ltda.
Brazil
Maritime services
100%
100%
Allink Transportes Internacionais Ltda.
Brazil
Maritime services
50%
50%
Container terminal
Tecon Rio Grande S.A.
Brazil
Maritime services
100%
100%
Tecon Salvador S.A.
Brazil
Maritime services
100%
100%
Offshore support bases and towage
Wilson Sons Serviços Marítimos Ltda.
Brazil
Maritime services
100%
100%
4
Business and geographical segments
The Group has two reportable segments: maritime services and investments. These segments report their financial and
operational data separately to the Board. The Board considers these segments separately when making business and
investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and
shipyard services in Brazil. The investments segment holds a portfolio of international investments and is a Bermuda based
company. The corporate segment includes the holding subsidiaries and their related corporate costs.
The results of the maritime services segment have been presented as discontinued operations for the current year and the
comparative information re-presented as if the operations had been discontinued from the start of the comparative period.
The assets and liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the
year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in
note 5.
The financial information by segment is as follows:
For the year ended 31 December 2024
Brazil -
maritime services
Bermuda -
investments
Corporate
Consolidated
Result
Returns on investment portfolio
-
20,463
-
20,463
Portfolio expenses
-
(3,527)
-
(3,527)
Corporate expenses
-
-
(5,629)
(5,629)
Finance income
-
-
665
665
Finance costs
-
-
(156)
(156)
Foreign exchange losses on monetary items
-
(90)
(544)
(634)
Profit/(loss) from continuing operations
-
16,846
(5,664)
11,182
Profit from discontinued operations
107,938
-
-
107,938
Profit/(loss) for the year
107,938
16,846
(5,664)
119,120
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 71 •
For the year ended 31 December 2024
Brazil -
maritime services
Bermuda -
investments
Corporate
Consolidated
Financial position
Assets within disposal group held for sale
1,100,920
-
-
1,100,920
Other current assets
-
325,807
36,033
361,840
Segment assets
1,100,920
325,807
36,033
1,462,760
Liabilities within disposal group held for sale
(622,738)
-
-
(622,738)
Other current liabilities
-
(296)
(337)
(633)
Segment liabilities
(622,738)
(296)
(337)
(623,371)
Other information
Capital additions
55,784
-
-
55,784
Right-of-use assets additions
999
-
-
999
For the year ended 31 December 2023
Brazil -
maritime services
Bermuda -
investments
Corporate
Consolidated
Result
Returns on investment portfolio
-
29,120
-
29,120
Portfolio expenses
-
(3,278)
-
(3,278)
Corporate expenses
-
-
(4,267)
(4,267)
Finance income
-
-
205
205
Finance costs
-
-
(10)
(10)
Foreign exchange losses on monetary items
-
(19)
(61)
(80)
Profit/(loss) from continuing operations
-
25,823
(4,133)
21,690
Profit from discontinued operations
81,382
-
-
81,382
Profit/(loss) for the year
81,382
25,823
(4,133)
103,072
Financial position
Current assets
192,693
310,944
19,742
523,379
Investment in joint ventures and associates
96,084
-
-
96,084
Property, plant and equipment
614,099
-
-
614,099
Right-of-use assets
198,508
-
-
198,508
Other intangible assets
13,858
-
-
13,858
Goodwill
13,597
-
-
13,597
Other non-current assets
62,340
-
-
62,340
Segment assets
1,191,179
310,944
19,742
1,521,865
Segment liabilities
(704,976)
(779)
(296)
(706,051)
Other information
Capital additions
66,268
-
-
66,268
Right-of-use assets additions
3,534
-
-
3,534
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
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Business and geographical segments (CONTINUED)
5
Discontinued operations and disposal group held for sale
In October 2024, the Board committed to have OWOIL sell its full ownership interest in Wilson Sons S.A. to SAS Shipping
Agencies Services Sàrl, in a single transaction for a cash consideration of R$17.50 per share of Wilson Sons S.A., totalling
R$4.352 billion. The transaction is expected to complete in Q2 or Q3 of 2025 and is conditional on the receipt of applicable
regulatory clearances and other closing conditions between signing and completion.
Accordingly, the results of Wilson Sons S.A., which represents the entire maritime services segment, have been presented
as discontinued operations and its assets and liabilities have been classified as part of a disposal group held for sale. The
comparative information for discontinued operations has been re-presented as if the operations had been discontinued from
the start of the comparative period. The comparative information for the disposal group has not been re-presented.
At 31 December 2024, the expected proceeds minus cost to sell were US$675.4 million, compared to a carrying value of
US$478.2 million for the assets and liabilities within the disposal group minus US$211.3 million for the non-controlling interests
share, resulting in a net carrying value of US$266.9 million. Upon completion of the transaction, the Company will be subject to
capital gain taxes in Brazil.
The profit and other comprehensive income from discontinued operations from the maritime services segment can be
disaggregated as follows:
2024
2023
Sales of services
541,830
486,646
Raw materials and consumables used
(37,446)
(35,467)
Employee charges and benefits expenses
(147,199)
(142,025)
Other operating expenses
(124,191)
(109,049)
Depreciation and amortisation expenses
(55,254)
(71,768)
Gain on disposal of property, plant and equipment
10,266
1,713
Foreign exchange (losses)/gains on monetary items
(1,205)
326
Share of results of joint ventures and associates
2,565
6,447
Other income
10,367
7,593
Finance costs
(37,122)
(35,425)
Profit before tax from discontinued operations
162,611
108,991
Tax expense
(54,673)
(27,609)
Profit from discontinued operations
107,938
81,382
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Post-employment benefits remeasurement
111
32
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations
(28,497)
8,831
Other comprehensive (loss)/income from discontinued operations
(28,386)
8,863
Total comprehensive income from discontinued operations
79,552
90,245
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 73 •
The major classes of assets and liabilities from the maritime services segment part of the disposal group classified as held for
sale are as follows:
2024
2023
Cash and cash equivalents
79,516
-
Trade and other receivables
70,174
-
Recoverable taxes
31,120
-
Inventories
18,558
-
Other assets
16,050
-
Investment in joint ventures and associates
97,777
-
Deferred tax assets
22,262
-
Property, plant and equipment
578,576
-
Right-of-use assets
161,917
-
Other intangible assets
11,908
-
Goodwill
13,062
-
Total assets held for sale
1,100,920
-
Trade and other payables
(69,869)
-
Bank loans
(276,708)
-
Tax liabilities
(9,499)
-
Deferred tax liabilities
(78,100)
-
Lease liabilities
(177,742)
-
Provisions for legal claims
(9,191)
-
Post-employment benefits
(1,629)
-
Total liabilities held for sale
(622,738)
-
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
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Discontinued operations and disposal group held for sale (CONTINUED)
The cash flows from discontinued operations from the maritime services segment can be disaggregated as follows:
2024
2023
Operating activities
Profit for the year
107,938
81,382
Adjustment for:
Depreciation and amortisation
55,254
71,768
Gain on disposal of property, plant and equipment
(10,266)
(1,713)
Provisions for legal claims
3,887
(2,326)
Share of results of joint ventures and associates
(2,565)
(6,447)
Other income
(10,367)
(7,593)
Finance costs
37,122
35,425
Foreign exchange losses/(gains) on monetary items
1,205
(326)
Share based payment expense in subsidiary
142
306
Post-employment benefits
177
185
Tax expense
54,673
27,609
Changes in:
Inventories
(387)
(592)
Trade and other receivables
8,561
(11,561)
Other assets
4,116
(4,795)
Trade and other payables
(1,770)
13,173
Interest paid
(30,710)
(32,385)
Taxes paid
(21,914)
(27,900)
Net cash inflow from operating activities
195,096
134,210
Investing activities
Income received from financial assets
5,792
7,593
Purchase of property, plant and equipment
(55,211)
(65,136)
Proceeds on disposal of property, plant and equipment
12,359
1,958
Purchase of intangible assets
(573)
(1,132)
Dividends received from joint ventures and associates
1,087
-
Investment in joint ventures and associates
(27)
(7,520)
Net cash used in investing activities
(36,573)
(64,237)
Financing activities
Dividends paid to non-controlling interests
(38,505)
(25,248)
Repayments of bank loans principal
(69,298)
(61,148)
Payments of lease liabilities
(11,212)
(10,087)
New bank loans drawn down
39,540
53,259
Shares repurchased in subsidiary
-
(2,338)
Issue of new shares in subsidiary under employee share option plan
1,263
1,787
Net cash used in financing activities
(78,212)
(43,775)
Cash and cash equivalents at beginning of year
48,200
50,098
Net increase in cash and cash equivalents
80,311
26,198
Dividends paid to parent company
(50,473)
(30,602)
Effect of foreign exchange rate changes
1,478
2,506
Cash and cash equivalents at end of year
79,516
48,200
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 75 •
The investment portfolio returns can be disaggregated as follows:
2024
2023
Earnings (net of expenses)
13,406
2,022
Realised gains
13,484
9,080
Unrealised (losses)/gains
(6,427)
18,018
Investment portfolio returns
20,463
29,120
The investment portfolio expenses can be disaggregated as follows:
2024
2023
Management fees
(3,220)
(2,996)
Investment portfolio operating expenses
(307)
(282)
Investment portfolio expenses
(3,527)
(3,278)
The movement in the investment portfolio assets is as follows:
2024
2023
Opening balance – 1 January
309,158
272,931
Purchases
60,541
42,674
Proceeds on disposal
(54,120)
(33,545)
Realised gains
13,484
9,080
Unrealised (losses)/gains
(6,427)
18,018
Closing balance – 31 December
322,636
309,158
During the year ended 31 December 2024, the classification of cash flows related to the investment portfolio have been updated
to better represent the effect they have on the Group.
For the investment portfolio returns, this reclassification resulted in an increase in earnings (net of expenses) of US$11.3 million,
a decrease in realised gains of US$9.0 million and a decrease in unrealised gains of US$2.3 million, with no net impact on the
total investment portfolio returns for the year ended 31 December 2024. Prior year comparatives have not been adjusted.
For the investment portfolio assets, this reclassification resulted in an increase in purchases of US$0.2 million, an increase
in proceeds on disposal of US$11.1 million, a decrease in realised gains of US$9.0 million and a decrease in unrealised losses
of US$2.3 million, with no net impact on the investment portfolio assets for the year ended 31 December 2024. Prior year
comparatives have not been adjusted.
The investment portfolio is held in the Bermuda – investments segment and presents the Group with opportunity for return
through generated income and capital appreciation. It includes investments in listed equity securities, open ended funds,
limited partnerships and other private equity funds.
The Investment Manager of the investment portfolio receives an investment management fee of 1% of the valuation of funds
under management and an annual performance fee of 10% of the net investment return which exceeds the benchmark, provided
that the high-water mark has been exceeded, and is capped at a maximum of 2% of the investment portfolio net asset value.
The investment portfolio performance is measured against a benchmark calculated by reference to the US CPI Urban
Consumers index not seasonally adjusted plus 3% per annum over a rolling three-year period. The Board considers a three-
year measurement period appropriate due to the investment mandate’s long-term horizon, and an absolute return inflation-
linked benchmark appropriately reflects the Group’s investment objectives while having a linkage to economic factors. The
performance benchmark was 5.9% for the year ended 31 December 2024 (2023: 6.4%).
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
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Investment portfolio
At the end of the reporting period, the Group had entered into commitment agreements with respect to the investment portfolio
for capital subscriptions. The classification of those commitments based on their expiry date is as follows:
2024
2023
Within one year
2,523
4,557
In the second to fifth year inclusive
7,205
4,621
After five years
34,035
44,585
Total commitment for capital subscriptions
43,763
53,763
The exact timing of capital calls made in respect of the above commitments are at the discretion of the manager of the
underlying structure. If required, amounts expected to be settled within one year will be met from the realisation of liquid
investment holdings. There may be situations when commitments may be extended by the manager of the underlying structure
beyond the initial expiry date dependent upon the terms and condition of each individual structure.
Information about the Group’s financial instruments valuation and exposure to financial risks is included in note 29.
7
Corporate expenses
Corporate expenses can be disaggregated as follows:
2024
2023
Operating expenses
(1,271)
(1,216)
Employee charges
(569)
(366)
Legal fees
(2,624)
(1,584)
Audit fees
(461)
(397)
Directors’ fees
(704)
(704)
Total corporate expenses
(5,629)
(4,267)
8
Taxation
At the present time, no income, profit, capital or capital gains taxes are applicable to the Group’s operations in Bermuda
and accordingly, no expenses or provisions for such taxes have been recorded by the Group for its Bermuda operations. The
Company has received an undertaking from the Bermuda government exempting it from all such taxes until 31 March 2035.
During the year ended 31 December 2023, the Bermuda Corporate Income Tax Act of 2023 was enacted by the Bermuda
government, which may supersede such exemptions. As the Company is currently not in scope for this new legislation, the
exemptions provided by the Bermuda government undertaking still apply.
The operations in the maritime services segment are subject to Brazilian corporation tax and Brazilian social contribution tax
calculated at respectively 25% and 9% (2023: 25% and 9%) of the taxable profit for the year. Upon completion of the transaction
described in note 5, the Company will be subject to capital gain taxes in Brazil.
The results of the maritime services segment have been presented as discontinued operations for the current year and the
comparative information re-presented as if the operations had been discontinued from the start of the comparative period.
Further details are presented in note 5.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 77 •
Deferred tax
The deferred tax assets and liabilities recognised by the Group all arise from the maritime services segment, for which the
assets and liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the
comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Deferred tax arising from
Tax depreciation
-
(39,933)
Foreign exchange variance on loans
-
1,105
Tax losses
-
8,581
Profit on construction contracts
-
14,426
Other timing differences
-
12,841
Retranslation of non-monetary items
-
(39,789)
Net deferred tax balance
-
(42,769)
Deferred tax assets
-
22,827
Deferred tax liabilities
-
(65,596)
At 31 December 2024, the Group had within the maritime services segment unused tax losses of US$24.2 million (2023: US$33.7
million) available for offset against future profits in the entity in which they arose. No deferred tax asset has been recognised
(2023: US$4.4 million not recognised) due to the unpredictability of future profit streams.
Recoverable and payable taxes
The recoverable and payable taxes relate to Brazilian federal taxes, Brazilian sales and rendering of services taxes, Brazilian
payroll taxes, Brazilian income tax, Brazilian social contributions, and judicial bonds related to these items. The assets and
liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31
December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Recoverable taxes – current
-
47,708
Recoverable taxes – non-current
-
20,680
Total recoverable taxes
-
68,388
2024
2023
Taxes payable – current
-
(10,831)
Total taxes payable
-
(10,831)
9
Cash and cash equivalents
The composition of cash and cash equivalents is as follows:
2024
2023
Cash and bank deposits
4,197
19,799
Time deposits
34,650
19,920
Fixed income investments
-
29,648
Total cash and cash equivalents
38,847
69,367
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
8
Taxation (CONTINUED)
Fixed income investments include an investment fund and an exchange traded fund both privately managed and including
underlying investments that are highly liquid and readily convertible within the Brazil – maritime service segment. The assets
of the maritime services segment, including cash and cash equivalents, have been classified as part of a disposal group held
for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are
presented in note 5.
10
Trade and other receivables
Trade and other receivables arise from the maritime services segment, for which the assets have been classified as part of a
disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented.
Further details are presented in note 5.
2024
2023
Current
Trade receivable for the sale of services
-
46,381
Unbilled trade receivables
-
20,936
Total gross current trade receivables
-
67,317
Allowance for expected credit loss
-
(1,623)
Trade receivables
-
65,694
Non-current
Receivables from related parties
-
11,494
Other receivables
-
1,547
Total other receivables
-
13,041
Total trade and other receivables
-
78,735
11
Other assets
Other assets arise from the maritime services segment, for which the assets have been classified as part of a disposal group
held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details
are presented in note 5.
2024
2023
Prepayments
-
4,560
Insurance claim receivable
-
5,385
Employee advances
-
2,636
Other current assets
-
339
Total other current assets
-
12,920
Escrow deposits
-
3,101
Investments in maritime start-ups
-
2,691
Total other non-current assets
-
5,792
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 79 •
Inventories arise from the maritime services segment, for which the assets have been classified as part of a disposal group held
for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are
presented in note 5.
2024
2023
Operating materials
-
15,648
Raw materials for third party vessel construction
-
2,523
Total inventories
-
18,171
Inventories are presented net of provision for obsolescence amounting to US$0.5 million at 31 December 2023.
13
Joint ventures and associates
Joint ventures and associates interests are held within the maritime services segment, for which the results have been
presented as discontinued operations for the current year and the comparative information re-presented as if the operations
had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a
disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented.
Further details are presented in note 5.
The Group, through the maritime services segment, holds the following interests in joint ventures and associates at the end of
the reporting period:
Place of incorporation and
operation
Proportion of ownership
2024
2023
JOINT VENTURES
Logistics
Porto Campinas Logística e Intermodal Ltda
Brazil
50%
50%
Offshore
Wilson Sons Ultratug Participações S.A.
Brazil
50%
50%
Atlantic Offshore S.A.
Panamá
50%
50%
ASSOCIATES
Argonáutica Engenharia e Pesquisas S.A.
Brazil
32.32%
32.32%
The reconciliation of the joint ventures and associates results to the share of result of joint ventures and associates, presented
as discontinued operations, is as follows:
2024
2023
Joint ventures reconciliation:
Total profit for the year
4,697
12,712
Participation
50%
50%
Share of profit for the year from joint ventures
2,349
6,356
Associates reconciliation:
Total profit for the year
667
281
Participation
32.32%
32.32%
Share of profit for the year for associates
216
91
Share of result of joint ventures and associates – discontinued operations
2,565
6,447
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
12
Inventories
The reconciliation of the joint ventures and associates financial position to the investment in joint ventures and associates,
presented as an asset held for sale within the maritime services segment disposal group, is as follows:
2024
2023
Joint ventures reconciliation:
Total net assets
204,605
204,655
Participation
50%
50%
Group’s share of net assets of joint ventures
102,303
102,328
Associates reconciliation:
Total net assets
1,314
1,511
Participation
32.32%
32.32%
Group’s share of net assets of associates
425
488
Adjustments for:
Goodwill and surplus generated on associate purchase
1,781
1,862
Cumulative elimination of profit on construction contracts
(6,732)
(8,594)
Total adjustments
(4,951)
(6,732)
Investment in joint ventures and associates – assets within disposal group held for sale
97,777
96,084
The movement in investment in joint ventures and associates is as follows:
2024
2023
Opening balance – 1 January
96,084
81,863
Share of result of joint ventures and associates
2,565
6,447
Dividends from joint ventures and associates
(281)
-
Elimination of profit on construction contracts
(28)
(81)
Share of other comprehensive income of joint ventures and associates
(590)
335
Capital increase
27
7,520
Reclassification as assets held for sale
(97,777)
-
Closing balance – 31 December
-
96,084
During the year ended 31 December 2024, the Group increased its invested capital in Porto Campinas Logística e Intermodal
Ltda by US$0.03 million. During the year ended 31 December 2023, the Group increased its invested capital in Wilson Sons
Ultratug Participações S.A. by US$7.5 million and in Porto Campinas Logística e Intermodal Ltda by US$0.04 million.
Guarantees
Wilson Sons Ultratug Participações S.A. has loans with the Brazilian Development Bank guaranteed by a lien on the financed
supply vessels and by a corporate guarantee from its participants, proportionate to their ownership. The Group’s subsidiary
Wilson Sons S.A. is guaranteeing US$137.9 million (2023: US$155.3 million).
Wilson Sons Ultratug Participações S.A. has a loan with Banco do Brasil guaranteed by a pledge on the financed offshore
support vessels, a letter of credit issued by Banco del Estado de Chile and its long-term contracts with Petrobras. The joint
venture also has to maintain a cash reserve account until full repayment of the loan agreement amounting to US$1.8 million
(2023: US$1.8 million).
Covenants and capital commitments
On 31 December 2024 and 2023, Wilson Sons Ultratug Participações S.A. was in compliance with all of its covenants’ ratios
related to its loans with the Brazilian Development Bank and with Banco do Brasil. There were no capital commitments for the
joint ventures and associates as of 31 December 2024 and 2023.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 81 •
Property, plant and equipment are held within the maritime services segment, for which the results have been presented as
discontinued operations for the current year and the comparative information re-presented as if the operations had been
discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal
group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further
details are presented in note 5.
The movement in property, plant and equipment is as follows:
Land, buildings
and leasehold
improvements
Floating
Craft
Vehicles, plant
and equipment
Assets under
construction
Total
Cost
At 1 January 2023
294,535
576,891
211,985
14,391
1,097,802
Additions
12,096
12,547
16,662
23,831
65,136
Transfers
(27)
22,248
(1,284)
(20,937)
-
Transfers from intangible assets
25
-
8
-
33
Disposals
(511)
(75)
(1,985)
-
(2,571)
Exchange differences
14,238
-
13,664
-
27,902
At 1 January 2024
320,356
611,611
239,050
17,285
1,188,302
Additions
6,312
24,720
19,086
5,093
55,211
Transfers
829
22,204
(1,312)
(21,721)
-
Transfers from intangible assets
190
-
19
-
209
Disposals
(2,635)
(5,448)
(4,593)
-
(12,676)
Exchange differences
(44,966)
-
(43,493)
-
(88,459)
Reclassification as held for sale
(280,086)
(653,087)
(208,757)
(657)
(1,142,587)
At 31 December 2024
-
-
-
-
-
Accumulated depreciation
At 1 January 2023
93,168
288,328
126,677
-
508,173
Charge for the year – discontinued
operations
9,330
33,647
12,489
-
55,466
Elimination on construction contracts
-
2
-
-
2
Disposals
(406)
(70)
(1,850)
-
(2,326)
Exchange differences
5,008
-
7,880
-
12,888
At 1 January 2024
107,100
321,907
145,196
-
574,203
Charge for the year – discontinued
operations
7,268
26,794
8,927
-
42,989
Transfers
3
-
(3)
-
-
Elimination on construction contracts
-
42
-
-
42
Disposals
(1,150)
(5,268)
(4,165)
-
(10,583)
Exchange differences
(16,737)
-
(25,903)
-
(42,640)
Reclassification as held for sale
(96,484)
(343,475)
(124,052)
-
(564,011)
At 31 December 2024
-
-
-
-
-
Carrying Amount
At 31 December 2023
213,256
289,704
93,854
17,285
614,099
At 31 December 2024
-
-
-
-
-
The Group, within the maritime services segment only, has contractual commitments to suppliers for the acquisition and
construction of property, plant and equipment amounting to US$20.4 million (2023: US$7.9 million).
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
14
Property, plant and equipment
15
Lease arrangements
Lease arrangements are held within the maritime services segment, for which the results have been presented as discontinued
operations for the current year and the comparative information re-presented as if the operations had been discontinued from
the start of the comparative period, and for which the assets and liabilities have been classified as part of a disposal group held
for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are
presented in note 5.
Right-of-use assets
The movement in right-of-use assets is as follows:
Operational
facilities
Floating craft
Buildings
Vehicles, plant
and equipment
Total
Cost
At 1 January 2023
195,332
19,602
3,081
10,132
228,147
Additions
83
2,136
61
1,254
3,534
Contractual amendments
9,146
10,197
70
(93)
19,320
Terminated contracts
-
-
(368)
(763)
(1,131)
Exchange differences
14,839
706
229
417
16,191
At 1 January 2024
219,400
32,641
3,073
10,947
266,061
Additions
-
-
963
36
999
Contractual amendments
7,861
4,522
414
379
13,176
Terminated contracts
-
-
(517)
(357)
(874)
Exchange differences
(46,970)
(2,612)
(69)
(1,261)
(50,912)
Reclassification as held for sale
(180,291)
(34,551)
(3,864)
(9,744)
(228,450)
At 31 December 2024
-
-
-
-
-
Accumulated depreciation
At 1 January 2023
27,646
12,035
1,511
8,256
49,448
Charge for the year – discontinued
operations
8,973
5,351
498
915
15,737
Terminated contracts
-
-
(326)
(651)
(977)
Exchange differences
2,300
492
198
355
3,345
At 1 January 2024
38,919
17,878
1,881
8,875
67,553
Charge for the year – discontinued
operations
6,708
4,347
409
601
12,065
Terminated contracts
-
-
(460)
(293)
(753)
Exchange differences
(9,197)
(2,006)
(65)
(1,064)
(12,332)
Reclassification as held for sale
(36,430)
(20,219)
(1,765)
(8,119)
(66,533)
At 31 December 2024
-
-
-
-
-
Carrying Amount
At 31 December 2023
180,481
14,763
1,192
2,072
198,508
At 31 December 2024
-
-
-
-
-
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 83 •
Lease liabilities
The movement in lease liabilities is as follows:
2024
2023
Opening – 1 January
(224,286)
(196,176)
Additions
(999)
(3,534)
Termination of contracts
298
335
Contracts remeasurement
(13,176)
(19,320)
Principal amortisation
29,021
28,384
Interest – discontinued operations
(17,809)
(18,297)
Exchange differences
49,209
(15,678)
Reclassification as held for sale
177,742
Closing – 31 December
-
(224,286)
2024
2023
Operational facilities
-
(204,424)
Floating craft
-
(15,625)
Buildings
-
(1,984)
Vehicles, plant and equipment
-
(2,253)
Total
-
(224,286)
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
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S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
15
Lease arrangements (CONTINUED)
16
Other intangible assets
Other intangible assets are held within the maritime services segment, for which the results have been presented as
discontinued operations for the current year and the comparative information re-presented as if the operations had been
discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal
group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further
details are presented in note 5.
The movement in other intangible assets is as follows:
Computer
software
Concession-
rights
Total
Cost
At 1 January 2023
41,822
15,825
57,647
Additions
1,132
-
1,132
Transfers to property, plant and equipment
(33)
-
(33)
Disposals
(41)
-
(41)
Exchange differences
735
462
1,197
At 1 January 2024
43,615
16,287
59,902
Additions
573
-
573
Transfers to property, plant and equipment
(209)
-
(209)
Disposals
(77)
-
(77)
Exchange differences
(2,344)
(1,288)
(3,632)
Reclassification as held for sale
(41,558)
(14,999)
(56,557)
At 31 December 2024
-
-
-
Accumulated amortisation
At 1 January 2023
36,781
6,474
43,255
Charge for the year – discontinued operations
1,570
427
1,997
Disposals
(41)
-
(41)
Exchange differences
574
259
833
At 1 January 2024
38,884
7,160
46,044
Charge for the year – discontinued operations
976
317
1,293
Disposals
(77)
-
(77)
Exchange differences
(1,905)
(706)
(2,611)
Reclassification as held for sale
(37,878)
(6,771)
(44,649)
At 31 December 2024
-
-
-
Carrying amount
31 December 2023
4,731
9,127
13,858
At 31 December 2024
-
-
-
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 85 •
Goodwill is held within the maritime services segment, for which the assets have been classified as part of a disposal group
held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details
are presented in note 5.
Tecon Rio Grande
Tecon Salvador
Total
Carrying Value
At 1 January 2023
10,940
2,480
13,420
Exchange differences
177
-
177
At 1 January 2024
11,117
2,480
13,597
Exchange differences
(535)
-
(535)
Reclassification as held for sale
(10,582)
(2,480)
(13,062)
At 31 December 2024
-
-
-
18
Trade and other payables
The liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended
31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
2024
2023
Trade payables and accruals
(633)
(44,179)
Other payables
-
(226)
Provisions for employee benefits
-
(25,279)
Deferred income
-
(2,084)
Total trade and other payables
(633)
(71,768)
19
Bank loans
Bank loans are held within the maritime services segment, for which the results have been presented as discontinued operations
for the current year and the comparative information re-presented as if the operations had been discontinued from the start
of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year
ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in bank loans is as follows:
2024
2023
Opening – 1 January
(324,201)
(321,891)
Additions
(39,540)
(53,259)
Principal amortisation
69,298
61,148
Interest amortisation
12,901
14,088
Accrued interest
(15,007)
(17,140)
Exchange difference
19,841
(7,147)
Reclassification as held for sale
276,708
-
Closing – 31 December
-
(324,201)
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
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17
Goodwill
The terms and conditions, carrying value and fair value of the bank loans, held in the maritime services segment and classified
as part of a disposal group held for sale, are as follows:
Lender
Currency
Annual
interest
rate %
Year of
maturity
2024
2023
Carrying
value
Fair
value
Carrying
value
Fair
value
BNDES
linked to US Dollar
3.1%
2043
(135,580)
(135,580)
(135,411)
(135,411)
BNDES
linked to US Dollar
2.2%
2028
(14,115)
(14,115)
(17,796)
(17,796)
BNDES
linked to US Dollar
3.1%
2045
(8,136)
(8,136)
(2,787)
(2,787)
BNDES
Real
9.9%
2034
(39,524)
(39,524)
(53,537)
(53,537)
BNDES
Real
8.7%
2029
(3,482)
(3,482)
(5,356)
(5,356)
BNDES
Real
11.1%
2027
(275)
(275)
(481)
(481)
Banco do Brasil
linked to US Dollar
2.5%
2035
(54,280)
(54,280)
(60,193)
(60,193)
Bradesco
Real
-
-
-
-
(10,519)
(10,515)
Banco Santander
linked to US Dollar
-
-
-
-
(10,279)
(10,270)
Banco Santander
Real
13.1%
2025
(5,217)
(5,210)
(6,744)
(6,582)
CCB
Real
12.8%
2026
(11,562)
(11,568)
(21,098)
(20,976)
Itaú - NCE
linked to US Dollar
6.1%
2026
(4,537)
(4,537)
-
-
Total bank loans within liabilities held for sale
(276,708)
(276,707)
-
-
Total bank loans
-
-
(324,201)
(323,904)
Guarantees
The Group has pledged assets with a carrying amount of US$248.9 million (2023: US$262.4 million) to secure loans granted to
the Group. The assets pledged and the loans granted are both exclusively within the maritime services segment.
Some of the loan agreements rely on corporate guarantees from the Group’s subsidiary party to the agreement. For some
agreements, the corporate guarantees are in addition to the assignment of receivables, a pledge of the respective financed
tugboat or a lien over the logistics and port operations equipment financed.
Undrawn credit facilities
At 31 December 2024, the Group had US$81.9 million (2023: US$50.1 million) of undrawn borrowing facilities available in the
maritime services segment in relation to tugs construction, dry-docking and repair of tugs.
Covenants
Loan agreements with a carrying value of US$72.1 million (2023: US$93.5 million) include obligations related to financial
indicators that must be complied with annually, including EBITDA/Net operating revenue, EBITDA/Debt service, Equity/Total
assets and Net debt/EBITDA. At 31 December 2024 and 2023, the Group was in compliance with all covenants related to its loan
agreements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 87 •
The Group operates a private medical insurance scheme for its employees in its Brazilian operations, which requires the eligible
employees to pay fixed monthly contributions. The post-employment benefits liability relates to the potential increase in plan
costs resulting from additional claims due to the expanded membership of the scheme.
The post-employment benefits liability is held within the maritime services segment, for which the results have been presented
as discontinued operations for the current year and the comparative information re-presented as if the operations had been
discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal
group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further
details are presented in note 5.
The movement in the post-employment benefits liability is as follows:
2024
2023
Opening balance – 1 January
(2,047)
(1,737)
Current service cost
(7)
(8)
Interest expense
(161)
(168)
Contributions to the plan
(9)
(9)
Changes assumptions
203
(214)
Experience adjustments
(78)
231
Exchange differences
470
(142)
Reclassification as held for sale
1,629
-
Closing balance – 31 December
-
(2,047)
The calculation of the post-employment benefits liability involves actuarial assumptions that are based on market conditions.
The principal actuarial assumptions, and the impact of a change (keeping the other assumptions constant) on the post-
employment benefits liability valuation are as follows:
2024
2023
Annual interest rate
9.44%
8.66%
Estimated inflation rate in the long-term
3.00%
3.00%
Impact of 0.5% increase
155
235
Impact of 0.5% decrease
(181)
(270)
Medical cost trend rate
5.58%
5.58%
Impact of 0.5% increase
(187)
(286)
Impact of 0.5% decrease
162
234
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 88 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
20
Post-employment benefits
21
Legal claims
In the normal course of its operations in Brazil, the Group is exposed to numerous local legal claims. The Group’s policy is to
vigorously contest those claims, many of which appear to have little substance or merit, and manage such claims through its
legal counsel.
Labour claims – Claims involving payment of health risks, additional overtime and other allowances.
Tax cases – Claims involving government tax assessments when the Group considers it has a chance of successfully defending
its position.
Civil – Claims involving indemnification for material damage, environmental and shipping claims and other contractual disputes.
Claims deemed probable and subject to reasonable estimation by management and its legal counsel are recorded as provisions,
whereas claims deemed only reasonably possible are disclosed as contingent liabilities. Both provisions and contingent
liabilities are subject to uncertainties around the timing and amount of possible cash outflows as the outcome is heavily
dependent on court proceedings.
Provisions for legal claims are held within the maritime services segment, for which the results have been presented as
discontinued operations for the current year and the comparative information re-presented as if the operations had been
discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal
group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further
details are presented in note 5.
The movement in provision for legal claims is as follows:
Labour claims
Tax cases
Civil cases
Total
At 1 January 2024
(4,205)
(1,476)
(1,641)
(7,322)
Additional provisions – discontinued operations
(826)
(2,619)
(1,632)
(5,077)
Unused amounts reversed – discontinued operations
557
-
79
636
Utilisation of provisions
547
-
7
554
Exchange difference
854
634
530
2,018
Reclassification as held for sale
3,073
3,461
2,657
9,191
At 31 December 2024
-
-
-
-
The contingent liabilities at the end of each period are as follows:
Labour claims
Tax cases
Civil cases
Total
At 31 December 2023
(7,312)
(75,982)
(13,536)
(96,830)
At 31 December 2024
(9,041)
(59,133)
(4,164)
(72,338)
At 31 December 2024, other assets of US$2.2 million classified as part of a disposal group held for sale represent escrow
deposits required by the Brazilian legal authorities as security to contest legal actions.
At 31 December 2023, other non-current assets of US$3.1 million represent escrow deposits required by the Brazilian legal
authorities as security to contest legal actions.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 89 •
Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.
Transactions and outstanding balances between the Group and its related parties are as follows:
Revenues/(Expenses)
Receivable/(Payable)
2024
2023
2024
2023
Joint ventures and associates
Wilson, Sons Ultratug Participações S.A.1
1,603
964
6,459
11,437
Argonáutica Engenharia e Pesquisas S.A.2
(78)
(14)
(3)
(4)
Others
Hanseatic Asset Management LBG3,4
(3,220)
(2,996)
(276)
(759)
Hansa Capital Partners LLP5
(32)
(30)
-
-
1
Related party loans with Wilson, Sons Ultratug Participações S.A. (interest – 3.6% per year with no maturity date) and services provided by the Group.
2
Contract for the implementation of a port traffic monitoring and port traffic intelligence system.
3
Mr William Salomon, a Company Director, is chair of Hanseatic Asset Management LBG, to which fees were paid for acting as Investment Manager of the
Group’s investment portfolio.
4
Mr Christopher Townsend, a Company Director, is a director of Hanseatic Asset Management LBG, to which fees were paid for acting as Investment
Manager of the Group’s investment portfolio.
5
Mr Salomon is a senior partner of Hansa Capital Partners LLP. Office facilities charges were paid to Hansa Capital Partners LLP.
Mr Townsend is the investment director of Hansa Capital GmbH. During the year ended 31 December 2024, directors’ fees of
US$0.1 million were paid to Mr. C Townsend through Hansa Capital GmbH (2023: US$0.1 million).
Remuneration of key management personnel
The remuneration of the executive directors and other key management of the Group is as follows:
2024
2023
Short-term employee benefits1
(10,264)
(6,853)
Post-employment benefits
(60)
(70)
Share based payment expense
(141)
(306)
Total remuneration of key management personnel
(10,465)
(7,229)
Remuneration of key management personnel – continuing operations
(486)
(451)
Remuneration of key management personnel – discontinued operations
(9,979)
(6,778)
1
Short-term employee benefits for key management personnel were re-presented to address inconsistencies in the presentation of the data that were
contrary to the guidelines of the Brazilian Accounting Pronouncements Committee. The net result is an increase of US$1.8 million for the short-term
employee benefits for key management personal for the year ended 31 December 2023, with no impact on the total amount presented in the consolidated
financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 90 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
22
Related party transactions
23
Share capital
The number of Company’s shares and corresponding share capital amounts are as follows:
2024
2023
Authorised
50,060,000 ordinary shares of 20p each
(2023: 50,060,000 ordinary shares of 20p each)
16,119
16,119
Issued and fully paid
35,363,040 ordinary shares of 20p each
(2023: 35,363,040 ordinary shares of 20p each)
11,390
11,390
The Company has one class of ordinary share which carries no right to fixed income.
Share capital is converted at the exchange rate prevailing at 31 December 2002, the date at which the Group’s presentation
currency changed from Sterling to US Dollars, being US$1.61 to £1.
24
Equity transactions in subsidiaries
Share options in subsidiary
On 8 January 2014, the shareholders of the Group’s subsidiary Wilson Sons S.A. approved a share option plan which allowed
for the grant of options to eligible participants, including an increase in the authorised capital of Wilson Sons S.A. through the
creation of up to 26,465,562 new shares.
The options provide participants with the right to acquire shares in Wilson Sons S.A. at a predetermined fixed price, following
a vesting period of 3 to 5 years, and expire 10 years from the grant date, or immediately on the resignation of the employee,
whichever is earlier. Options lapse if not exercised by the employee within 6 months following retirement.
The movement in share options and related weighted average exercise prices (“WAEP”) in Brazilian Real (R$) is as follows:
2024
2023
Number of
shares
WAEP (R$)
Number of
shares
WAEP (R$)
Opening balance – 1 January
3,747,000
7.90
5,427,600
7.12
Granted during the period
-
-
-
-
Exercised during the period
(989,000)
7.14
(1,680,600)
5.38
Expired during the period
(804,000)
8.66
-
-
Outstanding at 31 December
1,954,000
7.96
3,747,000
7.90
Exercisable at 31 December
949,000
7.23
1,047,000
5.93
The options outstanding at 31 December 2024 had an exercise price in the range of R$5.67 to R$8.66 (2023: R$5.67 to R$8.66)
and a weighted-average contractual life of 5.3 years (2023: 6.1 years). The weighted average share price at the date of exercise
for the year ended 31 December 2024 was R$16.28 (2023: R$10.06).
During the year ended 31 December 2024, 989,000 share options of the Group’s subsidiary Wilson Sons S.A. were exercised
(2023: 1,680,600), resulting in an increase in non-controlling interest of 0.13% (2023: 0.22%).
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 91 •
Share buyback in subsidiary
On 13 May 2022, the board of directors of the Group’s subsidiary Wilson Sons S.A. approved a share buyback program which
allows for the repurchase of the subsidiary’s own common shares at market price for an 18-month period. During the year ended
31 December 2023, 1,150,500 shares of the Group’s subsidiary Wilson Sons S.A. were repurchased at a weighted average share
price of R$10.47, resulting in a decrease in non-controlling interest of 0.15%. No share buyback program was in place for the
year ended 31 December 2024.
25
Non-controlling interests
The information on the Group’s composition is presented in note 3. The non-controlling interests immaterial to the Group
originate from the Brazil – maritime services segment and are presented together as Other. The results of the maritime services
segment have been presented as discontinued operations for the current year and the comparative information re-presented
as if the operations had been discontinued from the start of the comparative period. Further details are presented in note 5.
The information related to non-controlling interests is as follows:
At and for the year ended 31 December 2024
Wilson Sons S.A.
Other
Total
Net assets attributable to non-controlling interest
211,281
239
211,520
From discontinued operations
Profit allocated to non-controlling interest
46,721
721
47,442
Other comprehensive income allocated to non-controlling interest
12,330
65
12,395
Dividends to non-controlling interest
37,996
509
38,505
At and for the year ended 31 December 2023
Wilson Sons S.A.
Other
Total
Net assets attributable to non-controlling interest
214,218
92
214,310
From discontinued operations
Profit allocated to non-controlling interest
34,899
1,125
36,024
Other comprehensive income allocated to non-controlling interest
3,855
(3)
3,852
Dividends to non-controlling interest
23,704
1,544
25,248
26
Dividends
The dividends declared and paid by the Company to its shareholders were as follows:
2024
2023
85c per share (2023: 70c per share)
30,059
24,754
After the reporting date, the dividends proposed by the Board but not recognised as liabilities were as follows:
2024
2023
122c per share (2023: 85c per share)
43,143
30,059
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 92 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
24
Equity transactions in subsidiaries (CONTINUED)
27
Earnings per share
The calculation of the basic and diluted earnings per share is as follows:
2024
2023
Profit for the year attributable to equity holders of the Company
From continuing operations
11,182
21,690
From discontinued operations
60,496
45,358
Weighted average number of ordinary shares
35,363,040
35,363,040
Earnings per share from continuing operations – basic and diluted
31.6c
61.3c
Earnings per share from discontinued operations – basic and diluted
171.1c
128.3c
Earnings per share – basic and diluted
202.7c
189.6c
The Company has no dilutive or potentially dilutive ordinary shares.
28
Capital risk management
The Group manages its capital to ensure that entities within it are viable and will be able to continue as a going concern. The
Group has two distinctly separate operating segments, maritime services and investments, with no recourse between them,
and the capital is managed in a manner that reflects that structure.
The capital structure of the maritime services segment consists of debt, long term in nature, which includes the borrowings
disclosed in notes 5 and 19, the lease liabilities included in notes 5 and 15, working capital and cash and cash equivalents.
Borrowings are made to fund capital projects and cash flow from these projects are used to meet repayments. Working capital
is funded through cash generated by operating activities.
The capital structure of the investments segment consists of investment portfolio assets disclosed in note 6, working capital
and cash and cash equivalents. The investments segment has no borrowings and uses the cash generated from investing
activities to fund capital commitments.
The capital structure of the Group consists of the operating segments described above and of equity attributable to equity
holders of the Company comprising issued capital, reserves and retained earnings disclosed in the consolidated statement of
changes in equity.
There were no significant changes during the year relative to the Group policy relating to capital management. In October 2024,
the Board committed to have OWOIL sell its full ownership interest in the maritime services segment, for which details are
presented in note 5.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 93 •
The financial assets and financial liabilities of the maritime services segment have been classified as a disposal group held
for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are
presented in note 5.
The carrying and fair value of financial instruments are as follows:
2024
2023
Carrying
value
Fair
value
Carrying
value
Fair
value
Financial assets
Cash and cash equivalents
38,847
38,847
69,367
69,367
Investment portfolio
322,636
322,636
309,158
309,158
Trade and other receivables
-
-
78,735
78,735
Financial assets within disposal group held for sale
Cash and cash equivalents
79,516
79,516
-
-
Trade and other receivables
70,174
70,174
-
-
Financial liabilities
Trade and other payables
(633)
(633)
(71,768)
(71,768)
Bank loans
-
-
(324,201)
(323,904)
Financial liabilities within disposal group held for sale
Trade and other payables
(69,869)
(69,869)
-
-
Bank loans
(276,708)
(276,707)
-
-
The carrying value of cash and cash equivalents, trade and other receivables, and trade and other payable is a reasonable
approximation of their fair value.
The fair value of bank loans was established as their present value determined by future cash flows and interest rates applicable
to instruments of similar nature, terms and risks or at market quotations of these securities.
The fair value of the investment portfolio assets are based on quoted market prices at the close of trading at the end of the
period if traded in active markets and based on valuation techniques if not traded in active markets. These valuation techniques
maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.
Fair value measurements recognised in the consolidated financial statements are grouped into levels based on the degree to
which the fair value is observable.
Financial instruments whose values are based on quoted market prices in active markets are classified as Level 1. These
include active listed equities.
Financial instruments that trade in markets that are not considered active but are valued based on quoted market prices,
dealer quotations or alternative pricing sources supported by observable inputs are classified as Level 2. These include open
ended funds, certain private investments that are traded over the counter, and debt instruments.
Financial instruments that have significant unobservable inputs as they trade infrequently and are not quoted in an active
market are classified as Level 3. These include investments in limited partnerships and other private equity funds which may
be subject to restrictions on redemptions such as lock up periods, redemption gates and side pockets.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 94 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
29
Financial instruments
The Group considers the valuation techniques and inputs used in valuing these funds as part of its due diligence prior to
investing to ensure they are reasonable and appropriate. Therefore, the net asset value (“NAV”) of these funds may be used as
an input into measuring their fair value. In measuring this fair value, the NAV of the funds is adjusted, if necessary, for other
relevant factors known of the fund. In measuring fair value, consideration is also paid to any clearly identifiable transactions in
the shares of the fund.
Depending on the nature and level of adjustments needed to the NAV and the level of trading in the fund, the Group classifies
these funds as either Level 2 or Level 3. As observable prices are not available for these securities, the Group values these
based on an estimate of their fair value. The Group obtains the fair value of their holdings from valuation statements provided
by the managers of the invested funds. Where the valuation statement is not stated at the reporting date, the Group adjusts
the most recently available valuation for any capital transactions made up to the reporting date. When considering whether the
NAV of the underlying managed funds represent fair value, the Investment Manager considers the valuation techniques and
inputs used by the managed funds in determining their NAV.
The underlying funds use a blend of methods to determine the value of their own NAV by valuing underlying investments
using methodology consistent with the International Private Equity and Venture Capital Valuation Guidelines (‘IPEV’). IPEV
guidelines generally provides five ways to determine the fair market value of an investment: (i) binding offer on the company,
(ii) transaction multiples, (iii) market multiples, (iv) net assets and (v) discounted cash flows. Such valuations are necessarily
dependent upon the reasonableness of the valuations by the fund managers of the underlying investments. In the absence of
contrary information, these values are relied upon.
The financial instruments recognised in the consolidated statement of financial position, by level of hierarchy, excluding
financial instruments for which the carrying amount is a reasonable approximation of fair value, are as follows:
Level 1
Level 2
Level 3
Total
31 December 2024
Investment portfolio
53,879
151,521
117,236
322,636
Bank loans within disposal group held for sale
-
(276,708)
-
(276,708)
31 December 2023
Investment portfolio
34,058
156,829
118,271
309,158
Bank loans
-
(324,201)
-
(324,201)
During the year ended 31 December 2024, no financial instruments were transferred between levels.
During the year ended 31 December 2023, one open ended fund with a carrying value of US$5.3 million was transferred from
Level 3 to Level 2 because alternative pricing sources supported by observable inputs became available.
The movement in Level 3 financial instruments for the year is as follows:
2024
2023
Balance at 1 January
118,271
120,366
Transfers from Level 3 to Level 2
-
(5,266)
Purchases
12,611
8,153
Proceeds on disposal
(1,305)
(8,314)
Realised (losses)/gains
(6,424)
3,943
Unrealised losses
(5,917)
(611)
Balance at 31 December
117,236
118,271
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 95 •
During the year ended 31 December 2024, the classification of cash flows related to the investment portfolio have been updated
to better represent the effect they have on the Group.
For the investment portfolio assets classified as level 3, this reclassification resulted in an increase in purchases of US$0.2
million, an increase in proceeds on disposal of US$11.0 million, a decrease in realised gains of US$6.5 million and a decrease in
unrealised gains of US$4.7 million, with no net impact on the investment portfolio assets classified as level 3 for the year ended
31 December 2024. Prior year comparatives have not been adjusted.
Investment in limited partnerships and private equity funds require a long-term commitment with no certainty of return. The
Group’s intention is to hold Level 3 investments to maturity. In the unlikely event that the Group is required to liquidate these
investments, the proceeds received may be less than the carrying value due to their illiquid nature.
The sensitivity of the Level 3 investments to changes in fair value due to illiquidity and its impact on proceeds received, while
all other variables are held constant, is as follows:
2024
2023
Decrease of 5%
(5,862)
(5,914)
Decrease of 10%
(11,724)
(11,827)
Decrease of 20%
(23,447)
(23,654)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the
Group. The Group’s credit risk is primarily attributable to its cash and cash equivalents, investments, and trade and other
receivables. The amounts presented as trade and other receivables in the consolidated statement of financial position are
shown net of allowances for credit loss.
Temporary cash surpluses are invested in time deposits, exchange funds, and fixed income investments, according to
regulations approved by management. Credit risk is limited because the counterparties to those investments are regulated
institutions or leading financial institutions with high credit ratings.
The level of credit risk associated with the investment portfolio is dependent upon the terms and conditions and the
management of each of the investment vehicles. The Investment Manager evaluates the credit risk on trading investments
prior to and during the investment period, and the Board reviews all investments at its regular meetings from reports prepared
by the Investment Manager.
The Group has no significant concentration of credit risk for trade receivables as they consist of a large number of customers
with no single customer representing more than 10% of the total trade receivables.
Allowance for expected credit losses for trade receivables
The Group recognises an allowance for expected credit losses based on an expected credit losses (“ECLs”) model and a provision
matrix, based on days past due for groupings of various customer segments that have similar loss patterns. The provision
matrix is initially based on the Group’s historical observed default rates, and will be adjusted, when appropriate, to adjust the
historical credit losses experience with forward-looking information.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 96 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
29
Financial instruments (CONTINUED)
The allowance for expected credit losses is as follows:
Current
1-30 days
31-90 days
91-180 days
More than
180 days
Total
31 December 2024
Expected credit loss rate within disposal
group held for sale
0.09%
0.09%
3.79%
14.10%
62.94%
Receivables for services within disposal
group held for sale
51,605
8,198
1,608
1,050
707
63,168
Allowance for expected credit losses
within disposal group held for sale
(47)
(7)
(61)
(148)
(445)
(708)
31 December 2023
Expected credit loss rate
0.04%
0.04%
2.56%
19.63%
64.73%
Receivables for services
48,593
9,313
6,561
954
1,896
67,317
Allowance for expected credit losses
(17)
(3)
(168)
(187)
(1,248)
(1,623)
Foreign currency risk
The Brazil – maritime services segment operates principally in Brazil with a substantial proportion of its revenue, expenses,
assets and liabilities denominated in Real, exposing the Group to exchange rate fluctuations. Purchases and sales of goods and
services are denominated in Real and US Dollars. These transactions are subject to currency fluctuations between the time that
the price of goods or services are settled and the actual payment date. For investing and financing cash flows, the resources
and their application are monitored with the objective of matching the currency cash flows and due dates. For operating cash
flows, the Group seeks to neutralise the currency risk by matching assets (receivables) and liabilities (payments).
Furthermore, the Group has contracted US Dollar denominated and Real denominated debt within the maritime services
segment, and the related cash and cash equivalents balances are also US Dollar denominated and Real denominated. The Group
seeks to generate an operating cash surplus in the same currency in which the debt service of each business is denominated.
The Bermuda – investments segment operates internationally and holds monetary assets denominated in currencies other than
the US Dollar, the functional currency. Foreign currency risk arises as the value of future transactions, recognised monetary
assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.
The Group’s policy is not to manage its exposure to foreign exchange movements in the investment portfolio by entering into
any foreign exchange hedging transactions. Instead, when the Investment Manager formulates a view on the future direction
of foreign exchange rates and the potential impact on the investment portfolio, the Investment Manager factors that into its
portfolio allocation decisions.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities or foreign currency
denominated monetary assets and monetary liabilities classified within a disposal group held for sale at the reporting date are
as follows (presented in US Dollar):
Assets
Liabilities
2024
2023
2024
2023
Real
182,541
205,428
(395,239)
(461,336)
Sterling
11,539
13,575
(20)
(20)
Swiss Franc
-
1,983
-
-
Euro
20,140
15,747
-
-
Yen
5,059
4,948
-
-
Total foreign currency denominated monetary items
219,279
241,681
(395,259)
(461,356)
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 97 •
The Group is primarily exposed to unfavourable movements in the Real on its Brazilian monetary assets and liabilities held by
US Dollar functional currency entities. The sensitivity analysis below refers to the position at the end of the reporting period
and estimates the impacts of a Real devaluation against the US Dollar, considering three scenarios: a likely scenario (probable),
a 25% devaluation scenario (possible) and a 50% devaluation scenario (remote). The Group uses the Brazilian Central Bank’s
“Focus” report to determine the probable scenario.
Currency
Amount
(US$)
Probable
scenario
Possible
scenario
(25%)
Remote
scenario
(50%)
31 December 2024
Projected exchange rate
6.00
7.50
9.00
Total assets
BRL
182,541
5,850
(31,827)
(56,947)
Total liabilities
BRL
(395,239)
(12,667)
68,914
123,301
Net impact
(6,817)
37,087
66,354
31 December 2023
Projected exchange rate
4.95
6.19
7.43
Total assets
BRL
205,428
(4,511)
(44,694)
(71,483)
Total liabilities
BRL
(461,336)
10,131
100,372
160,532
Net impact
5,620
55,678
89,049
The US Dollar/Brazilian Real exchange rate was 6.19 at 31 December 2024 (2023: 4.84).
Market price risk
By the nature of its activities, the Bermuda – investments segment’s investments are exposed to market price fluctuations.
However, the portfolio as a whole does not correlate directly to any Stock Exchange Index as it is invested in a diversified range
of markets. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and consideration is given
to hedging the portfolio against large market movements.
The sensitivity of the investment portfolio to changes in market prices and the impact on its fair value and returns at the end of
the financial year, while all other variables are held constant, is as follows:
2024
2023
Decrease of 5%
(16,132)
(15,458)
Decrease of 10%
(32,264)
(30,916)
Decrease of 20%
(64,527)
(61,832)
Interest rate risk
Entities within the maritime services segment borrow funds at both fixed and floating interest rates. The Group is primarily
exposed to unfavourable movements in the interest rate impacting its floating interest rate borrowings, which are partially
being offset by the impact on its floating interest rates investments.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 98 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
29
Financial instruments (CONTINUED)
The sensitivity analysis below refers to the position at the end of the reporting period and estimates the impacts of unfavourable
movement in the interest rates, considering three scenarios: a likely scenario (probable), a 25% increase in interest rates over
the likely scenario (possible) and a 50% increase in interest rates over the likely scenario (remote). The net impact was obtained
by assuming a 12-month period starting at the beginning of the period in which interest rates vary and all other variables are
held constant. The Group uses the Brazilian Central Bank’s “Focus” report to determine the probable scenario.
Risk
Amount
(US$)
Probable
scenario
Possible
scenario
(25%)
Remote
scenario
(50%)
31 December 2024
Borrowing
Brazilian Interbank Interest Rate
(16,779)
(107)
(247)
(382)
Borrowing
Brazilian Long-Term Interest Rate
(275)
-
(3)
(6)
Borrowing
Brazilian National Consumer Prices
(43,006)
-
(453)
(902)
Borrowing
N/A (fixed interest rates)
(216,648)
-
-
-
Investments
Brazilian Interbank Interest Rate
43,423
1,466
2,948
4,429
Net impact
1,359
2,245
3,139
31 December 2023
Borrowing
Brazilian Interbank Interest Rate
(38,361)
452
(265)
(967)
Borrowing
Brazilian Long-Term Interest Rate
(481)
-
(5)
(9)
Borrowing
Brazilian National Consumer Prices
(58,893)
-
(663)
(1,319)
Borrowing
N/A (fixed interest rates)
(226,466)
-
-
-
Investments
Brazilian Interbank Interest Rate
29,649
(765)
(183)
398
Net impact
(313)
(1,116)
(1,897)
Concentration risk
By the nature of its activities, the Bermuda – investments segment’s investments are exposed to concentration of credit risk and
market risk based on geographic exposure and sector exposure. The Investment Manager and the Board monitor the portfolio
composition on a regular basis to ensure it remains invested in a diversified range of markets to limit the concentration of
exposure by geography and by sector.
At 31 December 2024, the Group has identified concentration risk for the investment portfolio due to its geographic exposure
of US$178.1 million or 55.2% in North America (2023: US$157.7 million or 51.0%) and its sector exposure of US$82.0 million or
25.4% in information technology (2023: US$73.7 million or 23.8%). These exposures are based on the immediate investment
into investment vehicles and may be further affected by specific allocation of assets within those vehicles.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
• 99 •
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in fulfilling obligations associated with its financial liabilities that
are settled with cash payments or other financial assets. The Group’s approach in managing liquidity is to ensure that the Group
always has sufficient liquidity to fulfil its obligations that expire and to meet the expected operational expenses, under normal
and stressed conditions, to avoid damage to the reputation of the Group. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities. The Group expects to meet its other obligations from
operating cash flows and proceeds of maturing financial assets.
The following table details the Group’s remaining contractual maturity for its financial liabilities and financial liabilities within
a disposal group held for sale, showing their undiscounted cash flows based on the earliest date on which the Group can be
required to pay, including both interest and principal payments.
Weighted average
effective interest rate %
Less than 12
months
1-5 years
5+ years
Total
31 December 2024
Trade payables and accruals
0.00%
(29,927)
-
-
(29,927)
Variable interest rate instruments
10.04%
(24,986)
(24,485)
(19,019)
(68,490)
Fixed interest rate instruments
2.95%
(39,699)
(104,520)
(81,278)
(225,497)
Lease liability
13.39%
(46,703)
(151,445)
(591,550)
(789,698)
Total contractual cash outflows
(141,315)
(280,450)
(691,847)
(1,113,612)
31 December 2023
Trade payables and accruals
0.00%
(44,179)
-
-
(44,179)
Variable interest rate instruments
11.06%
(26,595)
(50,002)
(33,384)
(109,981)
Fixed interest rate instruments
2.95%
(48,629)
(124,663)
(94,574)
(267,866)
Lease liability
13.07%
(30,196)
(95,752)
(382,424)
(508,372)
Total contractual cash outflows
(149,599)
(270,417)
(510,382)
(930,398)
Limitations of sensitivity analysis
The sensitivity information included in this note demonstrates the estimated impact of a change in a major input assumption
while other assumptions remain unchanged. There are normally significant levels of correlation between the assumptions and
other factors.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 100 •
S E C T I O N F O U R / C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
29
Financial instruments (CONTINUED)
2024
2023
2022
2021
2020
Income Statement
Continuing operations
Returns on investment portfolio
20,463
29,120
(47,947)
49,474
33,383
Investment portfolio expenses
(3,527)
(3,278)
(3,249)
(5,166)
(3,315)
Corporate expenses
(5,629)
(4,267)
(3,578)
(3,162)
(2,508)
Finance income
665
205
-
-
-
Finance costs
(156)
(10)
-
-
-
Foreign exchange gains on monetary items
(634)
(80)
(217)
(110)
(107)
Profit for the year from continuing operations
11,182
21,690
(54,991)
41,036
27,453
Profit for the year from discontinued operations
107,938
81,382
66,469
41,430
20,550
Profit for the year
119,120
103,072
11,478
82,466
48,003
Profit for the year attributable to:
Equity holders of the Company
71,678
67,048
(18,675)
63,687
38,712
Non-controlling interests
47,442
36,024
30,153
18,779
9,291
119,120
103,072
11,478
82,466
48,003
Statement of financial position
Current assets
1,462,760
523,379
467,343
518,523
492,769
Non-current assets
-
998,486
933,944
861,824
861,093
Total assets
1,462,760
1,521,865
1,401,287
1,380,347
1,353,862
Current liabilities
(623,371)
(182,238)
(153,236)
(131,306)
(124,276)
Non-current liabilities
-
(523,813)
(493,925)
(465,369)
(485,879)
Total liabilities
(623,371)
(706,051)
(647,161)
(596,675)
(610,155)
Net assets
839,389
815,814
754,126
783,672
743,707
Key Statistics
Earnings per share (US$)
202.7c
189.6c
(52.8)c
180.1c
109.5c
Cash dividends per share paid (US$)
85.0c
70.0c
70.0c
70.0c
70.0c
Book value per share (US$)
$23.74
$23.07
$22.69
$22.16
$21.03
Company share price at period closing
£13.00
£12.00
£9.30
£9.32
£8.45
Company share price at period closing (US$)
$16.27
$15.28
$11.24
$12.62
$11.55
• 101 •
Five Year Summary (Unaudited)
For the year ended 31 December 2024 (Expressed in thousands of US Dollars)
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 102 •
Shareholder
Information
BERMUDA OFFICE
Mailing Address:
PO Box HM 2250
Hamilton HM JX
Bermuda
Office Address:
Richmond House - 5th Floor
12 Par-la-Ville Road
Hamilton HM 08
Bermuda
BANKERS
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11
Bermuda
Lombard Odier & Cie SA
Rue de la Corraterie 11
1204 Geneva
Switzerland
REGISTERED OFFICE
Mailing Address:
PO Box HM 2250
Hamilton HM JX
Bermuda
Office Address:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
REGISTRARS
Conyers Corporate Services
(Bermuda) Limited
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
INVESTMENT MANAGER
Hanseatic Asset Management LBG
Le Truchot
Guernsey GY1 1WD
Channel Islands
BROKERS
Peel Hunt
100 Liverpool Street
London EC2M 2AT
United Kingdom
UK TRANSFER AGENT AND OCEAN WILSONS DIVIDEND ADDRESS
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
AUDITOR
KPMG Audit Limited
Crown House
4 Par-la-ville Road
Hamilton HM 08
Bermuda
Directory
Notice of Annual General Meeting
Notice is hereby given that the 2025 Annual General Meeting of the Company will be held at the offices of Conyers Dill &
Pearman Limited, Richmond House, 12 Par-la-Ville Road, Hamilton HM 08, Bermuda on 30 April 2025 at 9:00am for the following
purposes:
1
To appoint a Chair of the meeting.
2
To confirm notice and quorum.
3
To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended 31 December 2024.
4
To declare a dividend of US 122 cents per share.
5
To determine the maximum number of Directors for the ensuing year as nine and to authorise the Board of Directors
to fill any vacancy in their number left unfilled for any reason to serve until the conclusion of the next Annual General
Meeting.
6
To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
7
To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
8
To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
9
To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
10
To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
11
To re-appoint KPMG Audit Limited as the Auditor and to authorise the Directors to determine the remuneration of the
Auditor.
12
Ratification and confirmation of all and any actions taken by the Board of Directors and the persons entrusted with
Company’s management in the year ended 31 December 2024.
13
To consider, and if thought fit, approve the amendment of the bye-laws of the Company in the manner following,
namely:
a.
by deleting bye-law number 171(a) in its entirety and substituting the following new bye-law number 171(a): “(a)
“acquire”, in relation to shares, means to be or become the legal or beneficial owner of shares whether directly
or indirectly and whether by the issue, transfer, purchase, exchange, conversion or renunciation of shares or
beneficial interest therein or otherwise howsoever, provided that (for the avoidance of doubt) any increase in
the proportion of shares in the Company held by any person as a result of any redemption or acquisition by the
Company of its own shares shall not be treated as an acquisition of shares for the purposes of Bye-laws 171
through 182.”;
b.
by deleting bye-law number 172 in its entirety and substituting the following new bye-law number 172(a): “(a)
Unless the Panel otherwise consents and subject to Bye-laws 178 through 182 below, when any shares in the
Company are acquired by any person (other than as a result of the exercise of any option granted under an
employees’ share scheme) and, as a result of such acquisition, such person and persons acting in concert
with such person (if applicable) then between them or any of them hold shares which carry 30% or more of the
voting rights of the shares in the Company (and such person and persons (if applicable) did not immediately
prior to such acquisition between them or any of them hold shares which did so carry (disregarding, for this
purpose, any prior increase in the percentage of voting rights held by such person or persons as a result of any
redemption or acquisition by the Company of its own shares)), such person and if applicable each member of
the relevant concert party who is a Member (collectively the “Offeror”) shall together make an offer, on the basis
set out in Bye-law 173, to all the other holders of shares in the capital of the Company.”;
S E C T I O N F I V E / S H A R E H O L D E R I N F O R M AT I O N
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 104 •
c.
by adding new bye-law number 172(b) below new bye-law number 172(a): “(b) For the avoidance of doubt, this Bye-
law 172 shall not oblige any person and persons acting in concert with such person (if applicable) to make any
such offer if the percentage of voting rights in the Company held by such person or persons increases to 30%
or more as a result of any redemption or acquisition by the Company of its own shares. In such circumstances
(and provided such person (together with any persons acting in concert with such person) has not subsequently
reduced its holding of shares carrying voting rights to below 30%), any subsequent acquisition of any shares
by such person (or any persons acting in concert with such person) which increases the percentage of voting
rights in the Company held by such person or persons shall be an acquisition to which Bye-law 172(a) applies.”;
and
d.
by replacing the first reference to “Bye-law 172” in bye-law number 175(b), bye-law number 175(b)(i), bye-law
number 175(b)(ii) and bye-law number 175(b)(iii) with a reference to “Bye-law 175(a)”.
On Behalf of the Board
Conyers Corporate Services (Bermuda) Limited
Company Secretary
Clarendon House, Church Street, Hamilton HM 11, Bermuda
19 March 2025
Any member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote
instead on their behalf. A proxy need not be a member of the Company.
• 105 •
S E C T I O N F I V E / S H A R E H O L D E R I N F O R M AT I O N
O C E A N W I L S O N S H O L D I N G S L I M I T E D
2 0 2 4 A N N U A L R E P O R T
• 106 •
Form of Proxy
* I / We
* of
being a Member of Ocean Wilsons Holdings Limited, hereby appoint Ms Caroline Foulger, or failing her, any Director of the Company as
my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 30 April 2025 at 9:00am
(Bermuda time) and at any adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
Or
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 30 April 2025 and at
any adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
FOR
AGAINST
WITHHELD
1
To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended 31
December 2024.
2
To declare a dividend of US 122 cents per share.
3
To determine the maximum number of Directors for the ensuing year as nine and authorise
the Board of Directors to elect or appoint on the Members’ behalf a person or persons to
act as additional Directors up to such maximum number to serve until the conclusion of the
next Annual General Meeting.
4
To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
5
To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
6
To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
7
To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
8
To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
9
To re-appoint KPMG Audit Limited as the Auditor and authorise the Directors to fix the
remuneration of the Auditor.
10
Ratification and confirmation of all and any actions taken by the Board of Directors and the
persons entrusted with Company’s management in the year ended 31 December 2024.
11
To consider and, if thought fit, approve amendments to the bye-laws of the Company so as
to (i) ensure that the mandatory offer provisions (under bye-laws 171 to 182 (inclusive)) do not
require a shareholder to make a mandatory offer for the Company in circumstances where
that shareholder’s percentage shareholding increases to 30% or more only as a result of
the Company repurchasing shares from other shareholders and (ii) correct certain cross-
referencing errors in bye-law 175.
Signature
Dated 2025
Notes
(1)
If any other proxy is preferred, delete the names inserted above and add the name of the proxy whom you wish to appoint, and initial the alteration.
(2)
Please indicate by a cross in the appropriate box how you wish your proxy to vote. If no indication is given your proxy will abstain or vote as he/she
thinks fit.
(3)
To be valid, the proxy should be deposited at the Transfer Agents of the Company, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS
14DL, United Kingdom, no less than 48 hours before the time for the Meeting by 9:00am Bermuda time on 30 April 2025.
(4)
In the case of a corporation, this proxy must be under its Common Seal or under that of an Officer or Attorney duly authorised in writing.
(5)
In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of
the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members, in respect
of the joint holding.
* PLEASE INSERT YOUR FULL NAME AND ADDRESS IN BLOCK CAPITALS.
• 107 •