Annual Report
31 March
2025
ii
Hansa Investment Company Limited Annual Report 31 March 2025
We are globally diversified, multi-asset class investors who
seek to identify compelling investment opportunities in long
funds, hedge funds, diversifying funds, direct global equities
and private assets. We operate without being constrained
by benchmarks, but instead seek to conservatively grow
capital over time through investing in a blend of best-in-
class public and private equities balanced by more defensive
all-weather investments.
Long-term, not short-term
In an investment world that is increasingly short-term in nature
and momentum driven, we seek to invest for the longer-term,
playing to our multi-generational roots.
Access to the world’s elite, best-in-class managers
Our long-term outlook, combined with our desire to form
lasting multi-year relationships, makes us an attractive
partner to many of the world’s elite funds, many of which are
unavailable to large institutions and retail investors.
Dare to be different
Rather than seeking to replicate indices we look to identify those
areas of the market which offer attractive upside, with careful
consideration of risks that may incur a permanent impairment
of capital, even if this means being unconventional. Importantly,
we are nimble and act quickly when needed priding ourselves on
being flexible and independently minded, as illustrated by our
investment in Ocean Wilsons Holdings Limited.
Operating outside the bureaucracies of a large institution
By virtue of being a smaller, dedicated fund management group
with significant internal investment, we share an alignment of
interest and, importantly, are not driven by asset gathering for
the sake of profit maximisation.
To see more: www.hansaicl.com
Hansa Investment Company Limited
Registered in Bermuda company number: 54752
1
OVERVIEW
Contents
Overview
ii The power of investing differently
2 Financial summary
3 Chairman’s report
6 Long-term performance
Portfolio Manager’s Review
8 Portfolio Manager’s report
25 The portfolio
Strategic Review
28 Investment objective, strategy and performance
31 Shareholder profile
33 Stakeholder engagement
37 Principal risks
Governance
40 The Board of Directors
42 Organisation and objectives
47 Corporate Governance Report
51 Directors’ Remuneration Report
55 Nomination Committee Report
57 Report of the Directors
59 Audit Committee Report
Financial Statements
62 Independent auditor’s report
67 Income Statement
68 Balance Sheet
69 Statement of Changes in Equity
70 Cash Flow Statement
71 Notes to the Financial Statements
Additional Information
84 Notice of the Annual General Meeting
87 Investor information
89 Glossary of terms
2
Hansa Investment Company Limited Annual Report 31 March 2025
Financial summary
As at 31 March 2025
‘A’ NON-VOTING ORDINARY SHARES
Share price
2 1 7.0p
Discount
43.5%
Gross yield
1.5%
ORDINARY SHARES
Share price
235.0p
Discount
38.8%
Gross yield
1.4%
Net Asset Value (NAV) per share
384.2p
Total net assets
£461.1m
Annual dividend payments Five year total return cumulative performance
pence per share
3.2
0
0.8
1.6
2.4
1st interim paid 2nd interim paid 3rd interim paid
4th interim paid Predicted
Geographic exposure Sector exposure
Industrials 29.0%
Financials 15.1%
Information Technology 13.9%
Consumer Discretionary 8.6%
Diversified 8.3%
Health Care 7.4%
Materials 3.9%
Communications Services 3.8%
Real Estate 3.3%
Consumer Staples 2.4%
Energy 2.0%
Cash/Liquidity Funds 1.8%
Utilities 0.6%
North America 43.4%
Latin America 19.6%
Developed Europe ex UK 10.1%
Diversified 8.2%
Asia Pacific ex Japan 7.6 %
Japan 3.5%
UK 4.3%
Cash/Liquidity Funds 1.8%
Middle East & Africa 0.8%
Emerging Europe 0.7%
Graphs represent the combined results of the Company with Hansa Trust. To that end, prior to August 2019 where historic information relating to Hansa Trust is quoted on a ‘per share’ basis,
it has been converted to be consistent with the number of Hansa Investment Company Limited shares in issue. There is no benchmark to disclose.
NAV Cum Income Ordinary Share price ‘A’ non-voting Ordinary Share price
120
%
0
Mar 21Mar 20 Mar 22 Mar 23 Mar 24 Mar 25
2021-222020-21 2022-23 2023-24 2024-25
3
OVERVIEW
Shareholder returns
Hansa Investment Company Limited
(HICL, “the Company”) has increased
Net Asset Value from 378.8p at 31 March
2024 to 384.2p per share at 31 March
2025. In addition, shareholders have also
received dividends of 3.2p per share during
the period.
There has been a reduction in the discount
from 44.6% to 38.8% for the Ordinary
shares and from 46.1% to 43.5% for the ‘A’
Ordinary shares as at 31 March 2025.
More details about our results and longer-
term performance can be found on page
2 as well as in our Portfolio Manager’s
detailed review of markets and portfolio
performance in his report on page 8.
Strategy
Alec Letchfield and his team at Hansa
Capital Partners (HCP, “the Manager”,
“the Portfolio Manager”), supported by
the Board, have continued with their
strategy of diversification, both as to
geographic spread and investment styles,
with a strong emphasis on retaining
investment in top class managers whilst
seeking new opportunities. He continues
to keep turnover to a minimum and
has avoided overreacting to the present
volatile environment.
Ocean Wilsons Holdings Limited
It has been an exceedingly active period
for Ocean Wilsons Holdings Limited
(OWHL, “Ocean Wilsons”). There are a
number of important announcements I
should like to update you on.
Sale of Wilson Sons
Ocean Wilsons agreed on 21 October 2024
to sell its 56.47% holding in Wilsons Sons
Holdings Brasil S.A. (“Wilson Sons”) to
SAS Shipping Agencies Services (“SAS”),
a wholly owned subsidiary of MSC
Mediterranean Shipping Company for
R$4.4b – the equivalent of R$17.50 per
share. The sale was subject to a number
of regulatory approvals, the last of which
was received on 20 May 2025, making
the sale unconditional. Ocean Wilsons
subsequently received approximately US$
594m net of all costs and relevant Brazilian
taxes on 4 June 2025.
Ocean Wilsons tender offer
Following the completion of the sale of
Wilson Sons, Ocean Wilsons announced
a tender offer for up to 7,072,608 shares in
the company, being the maximum that can
be purchased without becoming a “close
company” under the UK Corporation
Tax Act 2010. The tender offer is being
run with the strike price set by way of a
reverse Dutch auction, whereby OWHL
shareholders are able to elect the price at
which they tender their shares. The tender
offer opened on 18 June 2025 and will close
on 18 July 2025 with the result expected
to be announced on 21 July 2025. HICL
will not participate in the tender offer in
light of the possible combination of HICL
and Ocean Wilsons as described in more
detail below.
Possible combination of the
Company with Ocean Wilsons
On 17 June 2025, the Company released
a joint statement with Ocean Wilsons to
announce we had reached preliminary
agreement on the key terms of a possible
all-share combination of HICL and
Ocean Wilsons, under which HICL
would acquire Ocean Wilsons (“the
Possible Combination”).
Following the announcement of the sale
of Wilsons Sons, we had been giving
consideration to the options regarding
the Company’s strategic position in
Ocean Wilsons. The Board concluded that
the Possible Combination presents an
attractive proposition for shareholders. It
will create an investment company with
total net assets of in excess of £900m
under a simplified group structure, which
the Board believes will broaden the
appeal of the Company among investors
and enhance the liquidity of the shares.
It will also allow HICL to generate an
uplift in the carrying value of Ocean
Wilsons by reporting it at net asset value
(rather than share price) and simplify its
investment proposition.
The Company has also agreed a new
tiered investment management fee
structure in connection with the Possible
Combination. The revised fees will be at a
reduced rate of 0.8% of NAV up to £500m
and 0.7% of NAV thereafter, as compared
to the existing management fee of 1.0%. A
combination of cost efficiencies from the
increased scale of the Company and the
lower blended management fee rate will
result in a lower ongoing charges ratio.
Chairman’s report
Jonathan Davie
Chairman
Dear Shareholder
4
Hansa Investment Company Limited Annual Report 31 March 2025
Further, the Board will, following the
proposed Combination, introduce a new
capital allocation policy which is expected
to enhance returns over time and is
outlined below.
We will make further announcements in
relation to the Possible Combination in
due course.
Capital allocation, share
buyback and dividend policies
As promised in my half year report, the
Board has given active consideration to
its future policies for capital allocation,
share buybacks and dividends. As
outlined above, as part of the Possible
Combination, the Board proposes a
Capital Allocation policy that:
(i) prioritises annual share buybacks of
between 2% and 4% of its shares; and
(ii) pay dividends only to the extent
required to ensure that the new
combined company is not treated as a
non-mainstream pooled investment. In
anticipation of the above, the Company
will not announce any interim dividends
ahead of any shareholder vote regarding
the Possible Combination. The Board
would assess the Company’s options
should the Possible Combination
not proceed.
Prospects
Forecasting the future direction of markets
has always been perilous; however, the
present situation which includes regional
conflict wars, unresolved tariff discussions,
Presidential challenges to Fed policy and
government debt mountains amongst
other things, makes it impossible to be
confident in forecasting anything.
We have been fortunate to have Alec
Letchfield’s steady hand on the investment
tiller during these times of choppy waters.
I am very optimistic about the proposed
Possible Combination and both the
immediate and long-term benefits it will
bring to all HICL shareholders.
FATCA/CRS
As you will have seen in several of my
previous statements, as a Bermudan-
incorporated Investment Company, HICL
is required to comply with Bermuda’s
specific laws relating to FATCA and
CRS annual filings. For the Company to
be compliant with these rules, it must
have a record of each direct certificated
shareholder’s tax residency verified by
the individual shareholder themselves. In
a continuing effort to comply with these
regulations, the Company has started
using its powers, within the Amended and
Restated Byelaws of the Company adopted
on 2 August 2024, to require shareholders
to supply it with the relevant information,
accordingly, several notices have been
served to shareholders who are missing
self-certification data.
Asset reunification
The Company is pleased to report early
success with its asset reunification
project being undertaken in conjunction
with Georgeson. Following Georgeson’s
work, several shareholders have been
reunited with their shareholdings
and unclaimed dividends. Georgeson
also advised the Board of a number of
shareholders they were unable to trace.
The Board considered those untraceable
shareholdings for their eligibility to the
Company’s share forfeiture process,
which sells the shares of untraceable
shareholders in the market returning
the sales proceeds to the Company. This
benefits existing shareholders by returning
dormant shares to the freefloat in the
market, assisting liquidity, returns the
net sale proceeds to the Company and,
importantly, improves compliance with
FATCA/CRS legislation. The Company’s
Bye-Laws specify how the process
works. For a shareholding to be eligible
for forfeiture, there are two key tests to
consider during the period of the past
six years. Either, that the shareholder has
not claimed a dividend during the six
year period, despite at least three having
become payable. Or, that the shareholder
has been uncontactable for at least two
calendar years and being the most recent
two years of the six year period. Therefore,
in accordance with Bye-Law 15.3 and after
final notices were sent to their last known
contact addresses, their shares have been
sold and the net proceeds of the sale,
together with any unclaimed dividends,
have been forfeited to the Company.
During the year to 31 March 2025, the
Company has received £76,000 through
this process following the sale of 27,525 of
shares across both share classes.
Shareholder event
As you may recall, we held a successful
shareholder event in London on 25
September 2024. The event was live
streamed for those you who could not
attend in person. It is our intention to hold
a similar event on 23 September 2025.
Details will be announced nearer the time.
The Company is
pleased to report
early success with its
asset reunification
project being
undertaken in
conjunction with
Georgeson. Following
Georgeson’s work,
several shareholders
have been
reunited with their
shareholdings and
unclaimed dividends.
5
OVERVIEW
ESG matters
The Board remains responsible for the
Company’s ESG policies and we continue
to adopt our Investment Manager’s
Responsible Investing Policy. The Manager
revised its policy most recently in May
2023 to reflect advancements in ESG
principles and to ensure the policy aligns
with evolving standards and best practice
within the industry.
The Hanseatic Group, of which our
Manager is a part, has continued to be a
signatory to the UN PRI, the UN-supported
initiative which aims to promote ESG
factors within investment decision-
making. Following a second application
during the summer of 2024, I am pleased
to report that the Manager again received
very favourable feedback from the UN PRI
on its policies.
I am also pleased to note that the
Company has renewed its Partnership
with the Blue Marine Foundation, making
another annual donation to support
their marine conversation efforts which
focus on securing Marine Protected
Areas, tackling overfishing, and restoring
vulnerable and threatened habitats.
More information on their projects and
impact can be found on Blue Marine’s own
website www.bluemarinefoundation.com .
Key Performance Indicators
(KPIs)
The Board has completed its annual
review of our KPIs and decided to
maintain our previous investment stance.
Board composition
As mentioned in my half year report,
Nadya Wells chose not to stand for re-
election to the HICL Board at the AGM.
Simona Heidempergher, as Chair of our
Nominations Committee, worked with
an independent search firm to conduct
a thorough search for a replacement for
Nadya. I am delighted to say that Pedro
Goncalves agreed to join our Board and
was officially appointed on 6 February
2025. Pedro brings a wealth of experience
in asset management and was also an
appointed advisor to the Portuguese
Government during the successful
changes made to economic policy about
ten years ago.
Annual General Meeting (AGM)
The Company’s AGM will be held on 5
August 2025 in Bermuda. You will find the
Notice of AGM and associated notes on
page 84 of this Annual Report.
I should like to express my gratitude to
my fellow Board members, as well as
Alec Letchfield and his team at Hansa
Capital Partners, for their dedication
during the past year. As always, we
appreciate the support of our shareholders
and look forward to delivering on the
Possible Combination.
Jonathan Davie
Chairman
15 July 2025
Pedro brings a wealth of experience in asset
management and was also an appointed
advisor to the Portuguese Government
during the successful changes made to
economic policy about ten years ago.
Register for updates
To receive the latest news and views on the Company,
please register at www.hansaicl.com
6
Hansa Investment Company Limited Annual Report 31 March 2025
Long-term performance
Ten-year company performance statistics
As at 31 March
Shareholders’
Funds
Net Asset Value
per share –
Ordinary and
‘A’ Ordinary
Annual
dividends Ordinary ‘A’ Ordinary Ordinary ‘A’ Ordinary
2025 £461.1m 384.2p 3.2p 235.0p 21 7.0p 38.8% 43.5%
2024 £454.6m 378.8p 3.2p 210.0p 204.0p 44.6% 46.1%
2023 £367.0m 305.8p 3.2p 174.0p 170.5p 43.1% 44.2%
2022 £382.9m 319.1p 3.2p 198.5p 193.0p 37.8 % 39.5%
2021 £367.9m 306.6p 3.2p 198.0p 198.5p 35.4% 35.3%
2020 £276.3m 230.2p 3.2p 130.9p 135.5p 43.1% 41.2%
2019 £337.3m 281.1p 3.2p 195.5p 195.0p 30.5% 30.6%
2018 £323.1m 269.3p 3.2p 198.5p 195.5p 26.3% 2 7. 4%
2017 £307.5m 256.3p 3.2p 173.3p 169.6p 32.4% 33.8%
2016 £255.6m 213.0p 3.2p 146.0p 145.1p 31.5% 31.9%
The table includes information relating to HICL and historic information relating to Hansa Trust. The years ended 2020–2025 notes
HICL information. The historic year ends 2016–2019 all relate to Hansa Trust. So that data is consistent and comparable, the historic
data in columns “Net Asset Value per share”, “Annual dividends” and “Share price (mid)” have been restated to reflect that, as part of the
redomicile of the business of Hansa Trust to HICL in August 2019, HICL issued five times as many shares in each share class of HICL as
there were in Hansa Trust.
The Company’s KPIs can be found further on in the Report.
To 31 March 2025 1 year 3 years 5 years 10 years
Total Return (%)
Ordinary shares 13.5% 24.3% 94.9% 62.8%
‘A’ non-voting Ordinary shares 8.0% 18.2% 74.1% 56.7%
NAV 2.3% 23.9% 75.6% 89.6%
Share price (mid) Discount/(Premium)
PORTFOLIO MANAGER’S REVIEW
Portfolio
Manager’s
Review
7
The Donald Trump Show
Portfolio Manager’s report
Hansa Investment Company Limited Annual Report 31 March 2025
8
9
PORTFOLIO MANAGER’S REVIEW
Executive Summary
The big story in the last financial year was the return of Donald Trump as President of the USA for the
second time. However, a significant amount happened around the world and in markets prior to his second
inauguration in January 2025. In the first part of the year the US equity market continued to be the only
game in town led by the Magnificent 7 (M7) with the rest of the world trailing (some way) behind. The
exception was China which bounced back after a prolonged COVID and real estate-induced economic
slowdown. We did have concerns, however, that some market participants were getting slightly complacent
and the return of war to Europe and the Middle East had made geopolitics a consideration once again.
The landslide that brought Trump back to power initially led
a wave of optimism about the prospects of a bonfire of regulation
and a surge of M&A in the US. This quickly subsided when a more
vindictive, more ideologically-driven Trump emerged, announcing
plans for tariffs and immigration clampdowns which were far
more aggressive than expected. These, combined with Trump’s
unique style of social media diplomacy, unsettled markets which
feared that a slowdown in global economic activity would catalyse
a recession. In the face of this, many of the tariffs have been
paused for negotiation with the next steps highly uncertain.
Against this backdrop, we think it prudent to ask ourselves
whether we are witnessing a sea change from the dominance
of the US to other parts of the world, namely China and
Europe? In the short term it is entirely possible that the US will
underperform other regions. Many US companies were priced
for perfection while much of the rest of the world looks cheap
by comparison. The chaos and uncertainty created by Trump is
clearly harming the US economy and once investor sentiment is
damaged it is very difficult to repair. On the flip side, Trump views
international relations through the prism of a real estate deal
and has historically gone in with a maximalist approach before
settling somewhere in the middle, seemingly unconcerned about
contradicting himself.
However, longer term we still struggle to look past the inherent
advantages that the US has over the rest of the world. The US’s
entrepreneurial spirit, stridently capitalist system and the global
dominance of the M7 tech companies will require a massive
societal shift that most other regions are highly unlikely to be able
to ever fully make. Europe remains dogged by political infighting
and high debt levels, while China has reminded the world that
a communist system with its central control is not as attractive as
capitalism. And, as we always come back to, you bet against the
US at your peril!
Clearly, we are entering a period of higher volatility in markets
so how do investors mitigate this? We are applying the three D’s;
Diversification, Don’t panic and Don’t overtrade. We advocate
increased diversification by geography, sector and style, avoiding
panicking after the fact and risking being whipsawed as the
market rebounds and remembering that we are long-term
investors, not short-term volatility traders. While we are aware
of the risk of a global recession and a structural market change,
we are yet to see enough evidence of either to fully pivot from our
long-term strategy favouring the US at this stage.
10
Hansa Investment Company Limited Annual Report 31 March 2025
The calm before the storm
The first half of the financial year was
characterised by the broad strength and
stability of global markets despite an
ominous geopolitical backdrop. The US,
and by extension the M7, led the way
but most other markets also gained. This
backdrop was not however without its
risks. Market participants were getting
complacent as the VIX, which measures
the expected volatility of the US stock
market and is commonly referred to as
the ‘fear gauge’, had largely been low
for most of the last two years. We also
thought credit spreads, the difference
between corporate credit and government
bond yields, were looking very tight by
historic standards.
This was on top of our concerns about
geopolitics. This was an area investors
had largely been able to ignore for much
of the last couple of decades, a period
characterised by the absence of major
military conflicts and led by US hegemony
in its role as the global policeman. Free
trade was the order of the day, as countries
sought to become increasingly intertwined
with the developing nations becoming
more prosperous and developed nations
benefiting from the inflow of cheap
goods and services. However, conflicts
in Europe and the Middle East and the
rise of more populist parties in the West
leading to increased attacks on free trade
and globalisation at least gave us cause
for concern.
Storm clouds building
The second half of the year was all
about the US election. With Joe Biden
drifting off the ticket, it became a straight
shootout between Kamala Harris and the
resurrected Donald Trump. While we were
concerned about the risk of tariffs, trade
wars and tighter migration policies were
Trump to win, we wondered if in reality
there would be little difference at the stock
market level between a Harris or a Trump
presidency, at least initially. Both were
advocating additional federal spending
and showing no willingness to reduce the
US debt overhang. With little desire to
tackle this ticking bomb, at least in the
near term, markets were likely to remain
underpinned by a wall of liquidity.
The election itself confounded the
pollsters with Trump winning all the
decisive swing states and control of both
bodies in Congress. Importantly, Trump
inherited a broadly healthy US economy
where a soft landing appeared to have
been achieved, with interest rates on a
downward trajectory as inflation moved
back to more acceptable levels. Hence, the
US market looked set to remain the pre-
eminent global stock market. With the M7
spearheading this dominance and Europe
and China mired in structural challenges,
another period of the US heading the
global stock market leader board looked
to be an odds-on certainty. In fact, the key
risk appeared to be one of an excess of
animal spirits that ultimately culminated
in a boom and then bust as these excesses
were brought back under control.
Hence, a Trump presidency was meant to
be a positive one for the US stock market,
albeit with a high degree of volatility
if his first term was anything to go by.
Having campaigned to Make America
Great Again, investors were excited at the
prospect of Trump both cutting corporate
taxes and instigating a raft of deregulatory
Chart 1: Ranking select global stock markets
Best performing
Worst performing
Source: Bloomberg.
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
S&P 500 MSCI Europe Ex UK MSCI UK MSCI Asia ex Japan MSCI Japan MSCI China MSCI Emerging Markets
Alec Letchfield
Portfolio Manager
11
PORTFOLIO MANAGER’S REVIEW
measures. Whilst he also advocated
tariffs and restrictions on immigration,
which are both inflationary and damaging
to the economy, investors saw these
as being largely rhetoric anticipating
that overly damaging policies would be
quickly reversed if they weighed on the US
stock market.
The storm – Trump 2.0
Despite markets initially taking the view
that Trump was likely to be positive for
global markets, it quickly became apparent
that Trump 2.0 was different to the first
term. When Trump beat Hilary Clinton in
the 2016 election, his victory seemed to
be as much of a surprise to him as it was
to the rest of the world. This meant he
was largely unprepared for power and, in
order to quickly form an administration,
had to rely on a cadre of people who were
largely Republican party stalwarts, who
had decades of governance experience
but who were not especially devoted to
Trump himself or his agenda. During
his four years out of power he seems to
have identified this as the key problem
of his first administration and, with a
significantly more organised movement
around him, appears to have arrived at his
second inauguration with an agenda he
wants to quickly enact. This time, personal
fealty to Trump seems to be paramount
for administration appointees, far ahead of
other considerations like policy alignment,
experience, moral integrity or competence,
so he can get his policies enacted with the
minimum amount of internal pushback
possible. This has led to a chaotic start to
the administration as Trump has begun
pursuing his agenda while many of his
cabinet are inexperienced in navigating
the federal bureaucracy that actually has
to enact it.
Whilst wrapped in bluster and rhetoric,
it has become apparent that Trump
genuinely does think the US has been
hard done by globalisation and wants
to reshape the global economic order.
By levying tariffs on both friend and foe,
including China, Mexico, Canada and
Europe and approaching a crackdown
on immigration with more gusto than
initially expected, Trump appears far more
determined to achieve his set objectives
this time around.
It’s also not just Trump. The Department
of Government Efficiency (DOGE) under
Elon Musk has proved more vocal and
pernicious than first thought, cutting
government expenditure through
laying off large numbers of government
employees. Similarly, Treasury Secretary
Scott Bessent has stated that he wants to
bring down the fiscal deficit from 7% of
GDP to 3% over the coming years. Whilst
arguably demonstrating commendable
and necessary fiscal prudency, cutting the
deficit by 1% per annum will likely weigh
heavily on GDP and lead to growth falling
below the 2.5% potential growth rate.
However, despite the noise surrounding
DOGE’s efforts, it is important to
remember that the cuts they are actually
making are a rounding error compared to
the overall federal budget.
Unsurprisingly, this backdrop has led
to a shift in the market’s focus. Instead
of centring on the positive effects of
the anticipated cuts in taxation and
deregulation, markets are now focusing on
the potential negative effects on US and
global growth. Not only do we appear to be
entering a renewed global trade war, which
will almost inevitably result in global trade
flows shrinking in the coming years, the
uncertainty created by Trump’s policies
will weigh heavily on US consumption and
the corporate sector.
Trump’s actions have also led markets
to reconsider their positioning outside
of the US. Previously a bias to the US
had been something of a “no brainer”.
On the one hand you had the ultimate
capitalist economy, a government founded
on stability and globalisation and an
entrepreneurial spirit that had seen
the rise of the mighty M7 technology
companies. Conversely, the two key
regions outside of the US, Europe and
China, have been characterised by political
uncertainty, an often anti-business stance
by governments and the technology
revolution having almost completely
bypassed Europe in recent years.
Now though, such has been the vigour of
Trump’s actions, not only is it weighing on
sentiment within the US, but also acting
as a catalyst for change elsewhere in the
world. Europe, having become increasingly
fractured as political parties became more
radical and populist in outlook, has been
brought together by a common cause to
counteract the measures introduced by
Trump. Of particular note is the decision
to increase spending on defence, rather
than relying on the benevolence of the US
to act as the global policeman, leading to
Germany moving away from its strict fiscal
controls to rearm in a way that hasn’t
Instead of centring
on the positive effects
of the anticipated
cuts in taxation and
deregulation, markets
are now focusing on
the potential negative
effects on US and
global growth.
12
Hansa Investment Company Limited Annual Report 31 March 2025
been seen since the Second World War.
Similarly, in China, President Xi has toned
down many of his anti-business comments
and started to make positive noises on the
desire for China to be open for business
again. With more stimulus packages likely
to follow earlier ones, this is creating a far
more compelling investment backdrop.
From a market perspective, the swift and
radical change in events has resulted in
a significant swing in performance and
a clear distinction between the first nine
and final three months of the year. The US
gained 13.6% over the first nine months
of the financial year before falling by 7.3%
in the final quarter, taking it to an annual
return of 5.4%. In contrast Europe was
down 2.5% for the first three quarters
but saw a surge in performance in the
final quarter, rising by 7.2%, taking its
annual return to 4.5%. At the sector level,
the US was led down by the M7, which
fell by 18.5% in the final quarter, partly
due to the geopolitical machinations,
but also concerns on competition from
Deepseek, a Chinese Artificial Intelligence
(AI) company which, if reports are to be
believed, has produced an AI model which
is both cheaper and provides outcomes
at least as good as those produced by
the M7 Large Language Models (LLM).
However, over the whole year the M7
was still up 17.2%! China saw a notable
rebound throughout the year gaining
37.3% following an improvement in
investor sentiment after the government
announced a large stimulus programme
and economic growth slightly picked up.
The contrast is also clearly visible in
the global bond sector. With the global
economy seeming strong the higher
yields on offer in high yield bonds made
them much more attractive but, as we
entered the final quarter and concerns
about tariffs and a global slowdown came
to the fore, the defensive characteristics
of government bonds became more
important. High yield bonds outperformed
treasuries in the first nine months
of the year (6.7% vs 0.2%), but then
underperformed in the final quarter (-1.1%
vs -0.5%), leaving their annual returns at
5.6% and -0.3%, respectively.
In the alternatives space, the high
geopolitical tensions and concerns over
the stability of the US dollar under the
volatile Trump government saw gold
prices hitting new heights, gaining 37.0%
over the year. Despite war in the Middle
East, oil prices continued to fall (down
15.9%) as oversupply and weak demand
both contributed downward pressure.
A change in the US hegemony?
This rather chaotic backdrop raises
a number of important questions for
stock markets, and, most importantly,
the question as to whether we are
experiencing a sustainable transition from
the status quo of US and M7 dominance to
one where the US loses its position as the
number one economy and stock market
as the rest of the world (“ROW”) comes to
the fore? Unfortunately, as is generally the
case, the answer is a complex one which is
both time and action dependent.
In the short term it is entirely possible
that the current rotation out of the US and
into regions such as Europe, the emerging
markets and China will continue. On
the one hand, the US was arguably
priced for perfection, trading well above
its long-term average valuation, with a
potential bubble in the dominant tech
sector arguably emerging. On the other
hand, the ROW has largely been ignored
having been overshadowed by structural
growth challenges, geopolitical unrest and
having failed to jump on the technology
bandwagon. As a result, valuations in the
ROW are at or below historic averages.
As is often the case however, the outlook
is never quite as good as when markets
are at their most bullish nor indeed as
bad as when valuations are at their lows.
Hence, if we see a continuation of Trump
pressing the self-destruct button for the
US economy, and Europe and China being
girded into action to tackle their structural
problems, the shift out of the US and from
growth to value potentially has a long
way to go. Following years of investors
overweighting the US and largely able to
ignore the ROW and the value sector, the
relative positioning would take a long time
to unwind.
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40%
Global Markets (DM/EM/FM)
Developed Markets
Emerging Markets
Frontier Markets
North America
UK
Japan
Europe
Brazil
India
China
Global Treasury
Global Aggregate Corporate Bond
Global High Yield
EMBI Global
EM Local Currency Government Bonds
Bloomberg Commodity Index
Gold
Copper
WTI Cushing
GBP/USD
GBP/EUR
GBP/BRL
% Return (GBP)
Chart 2: Performance of countries, sectors and asset classes
Source: Bloomberg. Dark bars represent 9m GBP returns to 31 December 2024. Light bars represent 3m GBP returns to 31 March 2025. represents 12m GBP returns to 31 March 2025.
13
PORTFOLIO MANAGER’S REVIEW
Unfortunately, the reality is not quite as
clear cut. Trump, being a real estate man,
views everything as a deal. Often, he enters
negotiations hard only to back off again,
avoiding the worst-case scenario and,
despite his apparent newfound ideology, it
appears he is adopting a similar approach
this time around. It is for this reason we
remain nervous of being whipsawed,
chasing trends only to see them reversed
as Trump backs down from his more
extreme measures. If his first term in
power was anything to go by, this outcome
has a very high probability. We have long
said that we believe timing markets is
impossible in the long run and the speed
of Trump’s social media diplomacy makes
this even more difficult.
Most worrying, however, is that even if
Trump ultimately backs down and the
worst-case scenarios are avoided, the
process itself results in both four years
of significant volatility and potentially
catalyses a recession in the US and a
global slowdown. Already we are seeing
tentative signs of this. Corporates hate
uncertainty almost more than anything
else. Most of corporate America was
hoping to enjoy a better life under Trump,
which they thought would be a pro-growth
government and where M&A was back
on the agenda having been stymied under
a Democratic leadership. However, if the
operating backdrop remains so unclear
and the volatility so extreme, corporates
will likely remain reluctant to invest and
both M&A and IPO markets will remain
in the doldrums due to an absence of
animal spirits.
Compounding the problems for the
corporate sector, the all-important
consumer sector is also showing signs of
weakness due to the uncertainty being
created under Trump. Whilst Trump is
focused on reviving the US manufacturing
sector and industrial heartlands through
a programme of tariffs and measures to
stop immigration, his policies and ways
of doing business are starting to weigh on
consumer sentiment. Rather naively, the
Trump government’s attempts to return
manufacturing to a mature economy such
as the US, where wage levels are naturally
uncompetitive versus emerging markets, is
Chart 3: Valuations in the US are above their 10-year average while most of the ROW are below
Source: Bloomberg
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S&P 500 MSCI Europe MSCI UK MSCI Japan MSCI Emerging Markets MSCI China
Price-to-earnings ratio
P/E ratio as of 31/03/2025 10 year average
Chart 4: Despite several dips, the broad direction of the US stock market was up in Trump’s first term
Source: Bloomberg
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14
Hansa Investment Company Limited Annual Report 31 March 2025
likely to fail and, at the same time, damage
the consumer sector which makes up a
far more meaningful two thirds of the US
economy. While tariffs and an immigration
crackdown may be red meat to Trump’s
voter base, these same US consumers will
be the ones who most feel the impacts of
the likely resulting higher inflation.
The longer-term outlook is equally
uncertain. Whilst in the short-term a
rotation out of the US and into the ROW
is a possibility, given the deteriorating
outlook for the US and improvements
elsewhere combined with the relative
valuation gap between the two, ultimately
longer-term returns will be driven by
growth and return fundamentals. Here,
it is much harder to see the US’s inherent
advantages diminishing and the ROW
catching up. Ultimately, for the ROW to
catch-up with the US’s entrepreneurial
spirit, inherently capitalist system and to
replicate and replace the dominance of the
M7 tech companies will require a massive
societal shift and likely take a generation.
One could possibly argue that it is the
direction of travel that matters, and Trump
is starting this process, but many have
made such claims about the downfall
of the US in the past to their ultimate
cost. If the direction of travel is genuinely
changing we would rather wait for more
definitive evidence given the risk of being
whipsawed in the short term.
Portfolio Positioning
Distilling this rather chaotic backdrop
is challenging! One has to accept we are
now in a period that will be characterised
by volatility and where a number of
different scenarios are possible. Unlike
in the past where markets were driven
by conventional cycles and where
governments and central bankers acted
Chart 5: Consumption accounts for the majority of US GDP
Source: Federal Reserve Economic Data
55%
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70%
1960 1964 1968 1972 1976 1980 1984 1988 1992 1996 2000 2004 2008 2012 2016 2020 2024
Personal Consumption/GDP
Chart 6: A complex world with multiple different potential outcomes
Trump
Deregulation, tax cuts, return of
M&A
Tariffs levied and immigration
threats made but are partly
withdrawn as markets fall/
retaliatory action
Tariffs levied resulting in
retaliatory actions from other
countries and not withdrawn
Boosts US economy and turbo-
changes markets
Markets volatile but recession
avoided and markets able to make
headway
Combination of uncertainty and
slump in global trade results in
recession and mild bear market
Combination of uncertainty,
slump in global trade and change
in global order results in deep
recession and deeper bear market
Trump serves his four-year term, a
period characterised by volatility
and mild chaos but then the US
returns to normality thereafter
Trump’s actions catalyse a change
in the US hegemony and stimulus
for change elsewhere in the world
Actions Markets Long-term
PORTFOLIO MANAGER’S REVIEW
15
in a fairly predictable fashion, now the
outlook will be influenced by the actions of
one highly volatile individual, Trump, and
how the world reacts to these actions.
To position for this new world, we’re
applying the three D’s; Diversification,
Don’t panic and Don’t overtrade:
1. Diversification
Diversification is key both at the country
level and by style. We would advocate
having a blend of funds playing the US,
Europe, Asia and the emerging markets.
Similarly, we would seek to own those
managers who both focus on different
style factors and those who play to
different cycles such as insurance. By
blending such a group, normally the
worst periods of stress can be mitigated.
Importantly, with it being hard to predict
which countries and regions will come
out on top, targeting those managers
who focus on company fundamentals
will become even more important in
driving portfolio returns. Fortunately,
this characteristic is the primary driver
amongst our active funds.
2. Don’t panic
By not panicking and making significant
changes to the portfolio we’re protecting
against the dangers of being whipsawed.
As markets rotate as events unfold, it is
all too easy to be panicked into chasing
the market after the fact. With Trump
typically rolling back from comments that
elicit large falls in the US stock market,
there is a real danger of being whipsawed
and compounding the pain as markets
normalise after the initial reaction.
3. Don’t overtrade
This is a recognition of Hansa’s USP which
is the longevity of our time horizon.
Ultimately, we are not a trading group
and have little skill in calling short-term
market movements. Instead, we focus on
the long-term, recognising that markets
typically recover and what look to be near
death experiences in the midst of the
storm, end up as mere blips in the chart.
Normally, if one had done nothing a better
outcome would be achieved. We have long
held that consistently timing markets is
near impossible.
Hence, at the portfolio level, in terms of
country positioning we are not inclined
to shift our country allocations at this
stage. Having maintained a long-term
bias to keep our US position up to
weight and overweight in Asia, Japan
and the emerging markets, we still find
the evidence insufficient to shift our
weightings at this stage. Whilst the US
has clearly been under pressure towards
the end of the year, a rotation back the
other way is still a distinct possibility.
More concerning to us is that the current
situation catalyses a recession in the US
which, together with global tariffs, results
in a global downturn. Here there will
be very few places to hide in any equity
market. Again, though, it is too early to
make this call with much conviction with
a dialling down of the current rhetoric a
distinct possibility if history is anything
to go by. It is important to remember that
during his first term Trump used the stock
market as a barometer of success and a
weak economy is unlikely to be popular
among US voters.
In the diversifying bucket, we remain
largely happy with our positioning,
continuing to blend a combination of
yield, alternative income streams such as
insurance, and assets which typically move
differently from wider equities markets,
including CTA funds and those that trade
alternative asset classes such as credit
default swaps. In the bond space we have
largely focused on non-government bonds,
albeit we suspect that even government
bonds will serve a function given the
higher yields currently on offer, despite
ongoing issues over inflation and overall
debt levels.
Chart 7: Attempting to time the market normally leads to overtrading at the wrong time
Source: Bloomberg
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16
Hansa Investment Company Limited Annual Report 31 March 2025
Summing up
Clearly, we are at an important
juncture for global stock markets.
Most optimistically, we may simply be
in a period of high volatility with the
worst-case scenarios being avoided as
Trump pulls back on his most extreme
measures as he negotiates deals around
the world. Here, there may well be money
to be made for short-term investors by
more active trading between different
regions and sectors, but ultimately the
status quo and US exceptionalism will
remain in place. This remains our core
view, albeit with increasing caution, as
we believe having a strong US economy
ultimately benefits Trump and while he
does seem more ideologically driven this
time around, he has consistently shown
in the past that he will quickly change
direction if it is beneficial for him. It is
important to remember that Trump has
only actually been in office for a matter
of months and there was always going to
be an adjustment period as he began to
enact his election pledges and set out his
policy agenda.
More worryingly, a continuation of Trump’s
current policies and approach may impact
both the US corporate and consumer, and
damage global trade flows resulting in a
global recession. In such an outcome we
suspect trading between countries will
be a largely fruitless affair and instead
all global stock markets will come under
pressure. Clearly the probability of such a
scenario has increased. At this stage we
would argue that such a downturn would
be more muted than the more structural
bear markets we have seen in the past,
given the drivers behind it are political.
With few signs of the excesses normally
associated with the major bear markets
such as during the Global Financial Crisis,
the worst-case outcome should be avoided
and longer-term portfolios such as ours
will be able to ride out such a move.
The most worrying outcome, however, is
that we are on the doorstep of a structural
change in markets. Here the actions by
Trump bring an end to the period of US
exceptionalism and the world enters a
period of factionalism and lower growth
as global trade diminishes. Such a world
will necessitate some radical changes in
both country selection and the allocation
between risk and lower risk asset classes.
These structural changes have historically
been very difficult to predict and market
commentators who have little skin in the
game typically call these changes far more
frequently than they actually occur. This is
not our central scenario but is no longer a
zero percent probability.
Such a world will require careful
and prudent portfolio management.
Diversification will be key and a steady
and experienced hand needed on the
tiller. We are also fortunate in owning
many great managers with experience
of investing in more challenging times
with the processes in place not to be
whipsawed and with a strong focus on
robust fundamentals.
Portfolio review and activity
The Company’s NAV total return for the
financial year was 2.3%. The portfolio’s gains
over the financial year are in line with the
returns a traditional 60:40 equities and
bonds portfolio would have achieved (up
2.4%). Removing the outsized impact of the
M7 on the MSCI ACWI, the equal weighted
60:40 gained 1.5% over the financial year.
For the three KPIs, the returns over the
last year were 4.8% for the MSCI ACWI
NR Index, 2.6% for UK CPI and -1.2% for
the FTSE UK Gilts All Stocks TR Index.
Over five years the NAV total return has
annualised at a strong 11.9%, ahead of CPI
(4.7%) and Gilts (-5.8%) and just a little
behind the MSCI ACWI (14.3%). Pleasingly,
this return has been significantly ahead
of the 60:40 traditional portfolio, whether
using the market-weighted equity index
(5.9%) or the equal-weighted version (2.8%).
The Company’s position in Ocean Wilsons
Holdings has been a strong contributor
recently and over longer periods. The
holding was up 7.0% over the financial
year due to its continued strong financial
performance and the news that it had
agreed the sale of its interest in Wilson
Sons to a subsidiary of MSC Mediterranean
Shipping Company which now awaits
regulatory approval.
The Company’s net asset value per share
has increased from 378.8p at the end of
March 2024 to 384.2p at the end of March
2025, with 3.2p per share having been paid
out in dividends during that time.
Core and Thematic Funds
The biggest allocation in the portfolio is
to the Core Regional silo which returned
0.5% over the financial year, whilst the
Thematic silo was down 2.6%. Over the last
three years, the Core Regional silo gained
15.1% and the Thematic silo gained 6.0%.
Both silos give exposure to global equity
With few signs of the
excesses normally
associated with the
major bear markets
such as during the
Global Financial Crisis,
the worst-case outcome
should be avoided and
longer-term portfolios
such as ours will be able
to ride out such a move.
Helikon Long Short Equity Fund was a
particularly strong contributor. Its position
in Turkish gold mine operator Eldorado
Gold was amongst the best performers in
its portfolio.
Photo courtesy of Eldorado Gold.
PORTFOLIO MANAGER’S REVIEW
17
18
Hansa Investment Company Limited Annual Report 31 March 2025
markets through a selection of world class
funds, often difficult or impossible for
most investors to access. The Thematic
silo allows us to invest in sectors or areas
we believe are exceptionally attractive and
offer the possibility of outsized returns.
Europe was one of the stronger performing
areas this year largely due to the
Company’s holding in Helikon Long Short
Equity Fund performing particularly well,
gaining 45.5%, since purchase in August
2024. The fund takes both long and short
positions, which gave the manager an
advantage in the particularly volatile
markets we saw towards the end of the
year. The portfolio is concentrated with a
quality and value bias and currently has
a large position in gold miners which has
been particularly accretive to performance
over the last year. The manager has
liked the gold trade as the increase in
geopolitical uncertainty over the last
couple of years has led investors to seek
safety in gold as a store of value. Positions
in Endeavour Mining, Eldorado Gold and
Collective Mining were amongst the best
performers in the portfolio. The manager
wanted to invest in these companies
based on their fundamentals so also had
a short position on a Gold ETF, in order to
minimise exposure to movements in the
price of the underlying commodity.
Schroder Global Recovery also
performed well over the financial year
returning 5.1%. This fund has a strict
focus on the value factor meaning that
they are highly sensitive to the valuations
companies are held at. This means they
broadly have not held the M7 or many
technology companies as their valuations
have been too high. They therefore avoided
the biggest falls in the market in the latter
part of the year. The fund’s largest exposure
currently is to the healthcare sector where
positions in GSK, Sanofi and Bayer have
outperformed this year, having been more
modestly valued to begin with as the
sector has struggled with higher inflation
and the consequences of the Inflation
Reduction Act in recent years.
The Company’s Japanese holdings also
performed more robustly with Simplex
Value Up Trust gaining 11.7% over the
year. The trust has shifted to invest in
slightly larger cap companies as these
firms are now more willing to make
governance improvements once the
manager engages with management,
whereas before a much larger ownership
stake was required to drive change. The
regulator is encouraging companies to
have a price-to-book ratio of at least
1 in order to be listed on the main
stock exchange, which has spurred an
increase in shareholder engagement from
management teams. We decided to fully
redeem our position in Indus Japan Long
Only during the year following a prolonged
period of underperformance and a desire
to consolidate our Japanese holdings.
Our US holdings had a more difficult year
with most being underweight technology
and particularly the M7 mainly due to the
size of their weighting within the index,
but also due to their higher valuations.
While this was beneficial in the final
quarter, it detracted during the first
nine months of the year. The strongest
contributor was Armistice Capital which
gained 14.0% over the year. Armistice is a
long-short value-oriented hedge fund with
significant exposure to healthcare and
consumer sectors. The manager trades
quite actively and looks for mispriced
companies in their sectors of interest.
The strategy includes single stock and
index shorts, but it is long-biased and
currently has a net exposure to the market
of approximately 100%. Its core healthcare
long portfolio is driving recent returns,
with the manager very optimistic about
the outlook for the biotech sector. The
S&P 500 ETF was still up 4.9% over the
financial year despite a significant decline
in the final quarter.
Within the Thematic silo the Company’s
investment in Polar Capital Global
Insurance continued to perform well
returning 13.1% over the financial year.
The insurance market continues to see
strong pricing for underwriters following
a withdrawal of investor capital after
several years of losses. This has meant
many companies have been generating
significant amounts of revenue through
charging customers higher premiums. The
outlook for the sector continues to look
attractive going forward with underwriting
margins remaining stable and share
buybacks accelerating as companies look
to distribute their excess cash. The fund
had limited exposure to the Los Angeles
wildfires with only two holdings reporting
losses which, while meaningful for them,
will still fall well within their annual
catastrophe budgets.
The Company’s technology and healthcare
holdings all struggled this year. The
technology sector was particularly
impacted by the unexpected release of the
Within the Thematic
silo the Company’s
investment in Polar
Capital Global
Insurance continued
to perform well
returning 13.1% over
the financial year.
19
PORTFOLIO MANAGER’S REVIEW
DeepSeek AI chatbot which appeared to
be at least as capable as the OpenAI and
Google equivalents and has supposedly
been developed for a fraction of the cost.
Investors speculated that this could
signal the emergence of alternatives
to the dominance of the US mega
technology companies.
Diversifying Funds
The role of the diversifying holdings is to
provide the portfolio with an alternative
source of returns, whilst dampening
volatility and displaying low beta to the
equity market. They have continued to
deliver on this aim during the year, with
the Diversifying silo gaining a very pleasing
1.5%. Longer-term performance relative to
bonds has compared very favourably given
the strongly negative returns from bonds.
Over three years, the Diversifying silo has
returned 7.6%, far ahead of the 17.3% loss
of the Gilts index over that period.
The Company’s two multi-strategy credit
funds performed well this year. CQS
Credit Multi Asset Fund gained 6.6%
while Apollo Total Return gained 7.7%.
The CQS fund was purchased in July
2024 to complement the Apollo fund
with its more European credit focus
contrasting to Apollo’s US dominated
exposure. Both funds invest more in the
high yield and structured credit spaces
and so have been able to take advantage
of the higher yields on offer as interest
rates rose. For CQS most of the return
came from positioning in financials and
exposure to CLOs and regulatory capital.
Apollo’s performance was mainly driven
by its European high yield exposure,
with Europe largely outperforming the
US given the uncertainty around the US
economic landscape. The Vanguard US
Government Bond Index Fund gained
3.9% over the year.
Selwood Liquid Credit Strategy
continued to perform well this year
gaining 8.8%. Selwood sells credit default
swap indexes (“CDXs”) to investors seeking
protection from investment grade bonds
defaulting. The manager’s thesis is that the
real risk of investment grade companies
defaulting is much lower than the market
implies. This means the fund can generate
an attractive coupon-like return from
selling these CDXs, while attempting to
hedge out the risk of volatility in bond
markets by purchasing out-of-the-market
payer options. An increase in volatility and
concerns about an economic slowdown
normally increases demand for CDX
protection, which can lead to higher
returns for the fund in the future so the
current environment is more favourable
for the strategy.
Another strong performer in this silo was
Nephila Iron Catastrophe Fund which
gained 9.4%, a very pleasing result given
the challenges posed to this strategy by
the US hurricanes, Helene and Milton, in
September and October 2024. These events
justified the manager’s decision earlier in
the year to hedge against large hurricane
loss events and to reduce allocations to
peak hurricane risk zones on account of
their view that the 2024 hurricane season
was likely to see above average hurricane
activity. Although the fund did have some
exposure to these events the losses were
relatively muted. As part of hedging
against large hurricane losses, the manager
did add some exposure to wildfire risk.
This gave them a very small amount of
exposure to the California wildfires in
early 2025 but the performance impact
is expected to be limited. Hudson Bay, a
macro trading multi-strategy fund, also
performed well this year gaining 8.7%.
Private Equity
The investment manager’s deep experience
and track record of investing in private
markets led us to add private equity to
the Company’s investment strategy in
2023. It was always anticipated this would
be a journey as it takes multiple years
to get capital into the ground and then
even longer before these funds grow in
value, realise their investments and start
distributing capital back to investors. We
have made good progress to-date with
nine commitments made to seven top
quality managers.
Given that we are unable to commit to a
manager until they return to the market
to raise a fund, it takes time to flesh out
a fully diversified portfolio. The majority
of our commitments so far have been in
venture capital and the technology sector
purely because these managers have been
the ones back in the market. GGV and
Khosla Ventures are among the very best
venture capital investors in the world,
while TrueBridge is a venture capital
fund-of-fund that diversifies our manager
level exposure.
We have also made commitments to some
mid-market funds in BPEA EQT, a pan-
Asia manager, and Gryphon Partners, a
GGV and Khosla
Ventures are among
the very best venture
capital investors
in the world, while
TrueBridge is a
venture capital
fund-of-fund that
diversifies our manager
level exposure.
Hansa Investment Company Limited Annual Report 31 March 2025
20
PORTFOLIO MANAGER’S REVIEW
US focused group. Investing in the middle
market is one of our favoured areas as
we believe these groups often generate
more attractive returns as they grow
quicker than the mega cap companies
who ultimately may end up buying these
groups to boost their own growth.
Global Equities
The Global Equities silo of the portfolio
is intended to give direct access to a
differentiated group of companies which
are selected for the quality of their
underlying businesses with a keen eye
on valuation. The silo rose 15.4% over the
financial year, a very pleasing outcome.
At the end of the year it seems prudent to
reflect on the silo over the past five years.
It is clear we have navigated a wide range
of market environments. Our compound
annual growth rate of 18.7% over this
period was strong, benefiting in part from
starting valuations that were unusually
low. While such returns may not be easily
repeated, we are encouraged by signs that
some of the headwinds our portfolio has
faced could now be turning into tailwinds.
As bottom-up, fundamentally driven
investors, we have found the most
compelling opportunities in areas of
the market that have been notably out
of favour – small caps, value names,
and businesses outside the US. These
have often been described as the least
“fashionable” parts of the market and
performance has been hindered by that
sentiment. However, we remain confident
and excited about the long-term prospects
for our businesses.
The past 12 months have been defined by a
surge in M&A activity across our portfolio
– more so than at any point in our history.
This has been somewhat unexpected,
particularly as over 75% of our holdings are
controlled by either families or strategic
long-term shareholders. Yet, the activity
highlights the value others are beginning
to see in these businesses.
Our largest holding, GCO, is being taken
private by its controlling family at €50 per
share, an 18% premium to the prevailing
price. While we believe this significantly
undervalues the business and we have
communicated our thoughts to the
board, we expect the deal to go through.
It was a bittersweet moment for us: a
short-term gain at the expense of what
we believe could have been many years of
compounded returns.
Subsea 7, another core holding,
announced a planned merger with its
rival Saipem to create the global leader
in offshore engineering and construction
with over €40bn in backlog and a fleet of
60 construction vessels. Importantly, the
combined entity will be debt-free and
chaired by a nominee of Kristian Siem,
Subsea’s de facto controlling shareholder
and a capital allocator we hold in
high regard.
CK Hutchison agreed to sell its ports
business to BlackRock for $19bn – more
than its entire market cap on the day
of the announcement, yet ports only
accounted for 8% of group EBITDA.
The deal has since become entangled in
broader geopolitical tensions between
the US and China and we do not know
how it will end, but it does highlight the
huge undervaluation of the group. The
stock now trades at just 0.28x book and
at 33% of our estimated intrinsic value.
Meanwhile, rumours of a potential London
IPO for its European telecom business –
which could be worth an additional $15bn
– add further optionality.
At CTT, two transformational deals
were announced in the past six months.
The standout was a merger between its
Iberian parcel division and DHL Iberia – a
transaction valued the parcel business at
80% of CTT’s market cap, despite express
and parcel services contributing just 35%
of last year’s EBITDA. Bergman & Beving
also remained active, completing five bolt-
on acquisitions and a rare disposal that
has enhanced both its capital efficiency
and margin profile.
Looking ahead, regardless of how markets
evolve in the coming years, our conviction
in the underlying businesses remains
strong. These are well-managed, high-
quality companies, trading at what we
believe is a 40% discount to intrinsic value.
This offers one of the most attractive
margins of safety we have seen in some
time and positions the portfolio well for
the long term.
During the year we added to our positions
in Glencore, Eurowag, GCO, Arch, Orion,
CK Hutchison and CTT and reduced our
positions in Subsea 7, EXOR, Bergman &
Beving and Interactive Brokers. We also
bought and sold Coats during the year. We
also initiated a new position in Qualitas, a
Mexican auto insurer.
Subsea 7, another core
holding, announced a
planned merger with its
rival Saipem to create
the global leader in
offshore engineering
and construction with
over €40 billion in
backlog and a fleet of 60
construction vessels.
Core holding Subsea 7 announced a
planned merger with rival Saipem to create
the global leader in offshore engineering
and construction.
Photo courtesy of Subsea 7.
21
Hansa Investment Company Limited Annual Report 31 March 2025
Ocean Wilsons Holdings
During the financial year, Ocean
Wilsons Holdings consisted of two
parts, Wilson Sons, a Brazilian maritime
services company, and Ocean Wilsons
(Investments) Ltd (OWIL), a portfolio of
fund investments.
It was announced in October 2024 that
Ocean Wilsons Holdings had agreed to sell
its entire 56.47% interest in Wilson Sons
to a subsidiary of MSC Mediterranean
Shipping Company. The sale is for a cash
consideration of R$4.352bn (equivalent
to R$17.50 per share). At the time of
the announcement, the purchase
price was equivalent to US$768m.
The sale was subject to a number of
regulatory approvals, the last of which
was received on 20 May 2025 making
the sale unconditional. Ocean Wilsons
subsequently received approximately US$
594m net of all costs and relevant Brazilian
taxes on 4 June 2025. Ocean Wilsons
Holdings has confirmed that they intend
to make a tender offer for up to 7,072,608
ordinary shares, representing 20% of the
issued capital of the company. The tender
offer is open at the time these financial
statements were released and will close on
18 July 2025. The result is expected to be
announced around 21 July 2025.
The Wilson Sons business performed
very strongly during the financial year to
31 March 2025. As the largest integrated
provider of port and maritime logistics
in Brazil, Wilson Sons has a strong
competitive position. It is the leading
provider of towage services in Brazil
with the largest and most modern fleet,
as well as operating major container
terminals in the north and south of
the country: Salvador and Rio Grande.
The annual results for 2024 released in
March 2025 show that revenues grew
20.5% while earnings were up 28.6% to a
record R$1.3bn, primarily driven by the
container terminal and towage operations
businesses. The container terminal
performance was due to robust growth in
transshipment and gateway flows, while
towage benefited from higher volumes and
increased special operations. The offshore
support vessel business is also performing
well, with earnings significantly increased
as fleet utilisation and daily rates grew
The Wilson Sons
business performed
very strongly during
the financial year to
31 March 2025. As
the largest integrated
provider of port and
maritime logistics
in Brazil, Wilson
Sons has a strong
competitive position.
22
PORTFOLIO MANAGER’S REVIEW
The other part of Ocean Wilsons Holdings,
OWIL, shares many characteristics with
the fund portfolio held directly within
Hansa Investment Company. The most
recent valuation for the investment
portfolio was $325.9m in December 2024,
slightly down from $327.9m as at the end
of September 2024, but up from $310.9m
in December 2023. The main difference
between the investment portfolios
of OWIL and HICL is OWIL’s mature
private equity book. This can be split into
investments made before and after the
private equity strategy changed in 2014.
The commitments made since 2014 have
been predominantly to a smaller group
of core buyout managers in developed
markets, particularly the US. These include
managers like TA Associates, KKR,
Silver Lake, PAI Partners and Apollo.
A grouping of more specialist managers
has been opportunistically added over
time with financials specialist Reverence
Capital Partners and healthcare
specialist OrbiMed good examples, while
more recently venture capital groups like
Mayfield, Khosla Ventures and GGV
have been committed to. We continue
to believe that the OWIL portfolio
strongly complements the Company’s
own investments with the private equity
investments since 2014 creating a
significant point of difference. The annual
dividend payment to shareholders was
made on 14 June 2024, when the board of
Ocean Wilsons Holdings increased it from
70 cents to 85 cents per share. As noted in
the Chairman’s report, HICL and OWHL
are currently in talks regarding a possible
combination of the businesses that would
see the OWIL and HICL portfolios merged,
in addition to a deployment of the net sale
proceeds of the Wilson Sons post tender
offer, giving a combined NAV of circa
£900m. An exciting development for the
next phase of the Company.
Alec Letchfield
Chief Investment Officer
June 2025
Sunset over the Wilson Sons Salvador
container terminal in the state of Bahia,
Brazil. Ocean Wilsons Holdings had agreed
to sell its entire interest in Wilson Sons
to a subsidiary of MSC Mediterranean
Shipping Company.
Photo courtesy of Wilson Sons.
Auto insurer Qualitas was a new addition to
the portfolio during the year. As well as the
largest market share in Mexico, the company
has a presence in El Salvador, Costa Rica,
the United States, Peru and Colombia.
23
Hansa Investment Company Limited Annual Report 31 March 2025
24
25
PORTFOLIO MANAGER’S REVIEW
Investments
Fair value
£000
% of net
assets
Core Regional Funds / Thematic Assets
iShares Core S&P 500 UCITS ETF 48,934 10.6
Findlay Park American Fund 20,967 4.5
Select Equity Offshore Ltd 1 7,7 9 3 3.9
BlackRock Strategic Equity Hedge Fund 16,492 3.6
Pershing Square Holdings Ltd 12,272 2.7
Schroder ISF Asian Total Return 11,620 2.5
Polar Capital Fund - Global Technology 9,646 2.1
Polar Capital Global Insurance Fund 9,441 2..0
Schroder ISF Global Recovery 9,270 2.0
BA Beutel Goodman US Value Fund 8,830 1.9
Helikon Long Short Equity Fund ICAV 8,224 1.8
iShares Expanded Tech Sector ETF 7,83 7 1.7
iShares Core MSCI Europe UCITS ETF 7,6 4 4 1.7
Armistice Capital Offshore Fund Ltd 7,492 1.6
Simplex Value Up Trust 6,407 1.4
Redwheel Next Generation EME Fund 4,919 1.1
iShares Core EM IMI UCITS ETF 4,606 1.0
RA Capital International Healthcare Fund 4,207 0.9
NTAsian Discovery Fund 4,14 8 0.9
BlackRock Frontiers Investment Trust PLC 3,903 0.8
Arcus Japan Fund 2,987 0.6
Worldwide Healthcare Trust PLC 2,899 0.6
Alma Eikoh Japan Large Cap Equity Fund 2,774 0.6
233,315 50.6
Strategic
Ocean Wilsons Holdings Limited
1
132,342 28.7
Wilson Sons 85,187 18.5
Ocean Wilsons (Investments) Limited 47,155 10.2
132,342 28.7
Global Equities (direct)
Grupo Catalana Occidente SA 8,292 1.8
Interactive Brokers Group Inc 7,081 1.5
Arch Capital Group 4,394 1.0
Bergman & Beving 4,323 0.9
CTT Correios de Portugal 3,985 0.9
Subsea 7 3,704 0.8
Orion SA 2,502 0.5
CK Hutchison 2,393 0.5
Coats Group PLC 2 ,102 0.5
Eurowag 2,086 0.5
Glencore PLC 1,682 0.4
EXOR NV 839 0.2
Qualitas Controladora S.A.B de C.V. 403 0.1
43,788 9.5
The portfolio
As at 31 March 2025
26
Hansa Investment Company Limited Annual Report 31 March 2025
Investments
Fair value
£000
% of net
assets
Diversifying
DV4 Ltd
2
7,7 70 1.7
Global Event Partners Ltd 4,807 1.0
Selwood AM - Liquid Credit Strategy 4,234 0.9
Nephila Iron Catastrophe Fund Ltd 3,435 0.7
Apollo Total Return Fund 3,256 0.7
CQS Credit Multi Asset Fund 3,071 0.7
Prana Absolute Return Fund 2,966 0.6
BioPharma Credit PLC 2,797 0.6
John Street Systematic Fund Limited 2,001 0.4
Winton Trend Fund UCITS 1,923 0.4
Schroder GAIA BlueTrend 1,887 0.4
Vanguard US Government Bond Index Fund 1,550 0.3
Hudson Bay International Fund Ltd 1,432 0.3
Lazard Convertible Global 734 0.2
41,865 9.1
Private Assets
2
Khosla Ventures VIII LP 503 0.1
TA Associates XV-B LP 302 0.1
BPEA EQT Mid-Market Growth Partnership 257 0.1
TrueBridge Direct Fund III L.P 165 0.0
GGV Discovery IV-US 157 0.0
TrueBridge Capital Partners Fund VIII L.P 46 0.0
GGV Discovery IV-ASIA L.P 17 0.0
1,447 0.3
Total investments 452,757 98.2
Net current assets 8,303 1.8
Net assets 461,060 100
1
Hansa Investment Company Limited owns 9,352,770 shares in Ocean Wilsons Holdings Limited (OWHL). OWHL operates through two assets: Wilson
Sons S.A. and Ocean Wilsons Investments Ltd (OWIL). These are shown separately above. The fair value of Hansa Investment Company Limited’s
holding in OWHL has been apportioned across the two assets in the ratio of the latest reported NAV of OWIL, that being the NAV of OWIL shown per
the 31 December 2024 OWHL quarterly update, to the expected sale proceeds of OWHL’s holding in Wilson Sons, net of withholding tax (estimated on a
reasonable worst-case basis), as announced by OWHL on 21 October 2024.
2
The holdings within the private assets silo, as well as DV4 Ltd are unlisted Private Equity holdings. As such, their value is estimated as a Level 3
Asset in note 19. All other valuations are either derived from information supplied by listed sources, or from pricing information supplied by third party
fund managers.
STRATEGIC REVIEW
2727
Strategic
Review
Hansa Investment Company Limited Annual Report 31 March 2025
28
Investment objective
The Company objective is to grow the net assets of the Company over the medium to long-term by investing in a diversified and
multi-strategy portfolio.
Investment policy
The Company seeks to achieve its investment objective by investing in third-party funds, global equities and other international
financial securities. The Company may invest in quoted and unquoted securities, directly or indirectly, including private assets through
commitments to limited partnerships. The portfolio will usually comprise at least 30 investments.
The Company has no set maximum or minimum exposures to any asset class, geography or sector and will seek to achieve an
appropriate spread of risk by investing in a diversified global portfolio of securities and other assets.
The Company currently holds a strategic position in the share capital of OWHL. The Company’s current Investment Policy states it will
not make further investments into OWHL. If the Possible Combination were to proceed, the Company would seek shareholder approval
to amend this policy such that it may acquire further securities in OWHL, including the purchase of the entire issued share capital of
OWHL by way of a public offer or otherwise.
Investment restrictions
The Company spreads investment risk by adhering to the following restrictions, calculated at the time of investment (excluding the
Company’s strategic holding in OWHL and any investments in treasuries, gilts or money market funds):
• no single fund investment (including closed-ended funds and exchange-traded funds) will represent more than 15% of Gross Assets;
• no single direct investment (excluding funds) will represent more than 10% of Gross Assets; and
• no single direct unquoted investment (excluding funds) will represent more than 5% of Gross Assets.
The Company may invest cash held for working capital purposes and awaiting investment in cash deposits, treasuries, gilts and money
market funds. The Company will not hold more than 20% of its Gross Assets in any single money market fund. The Company will not
invest in derivatives but may hold derivatives for efficient portfolio management and hedging purposes.
No more than 10% of the Company’s Gross Assets at the time of investment may be invested in other listed closed-ended investment
funds listed on the Official List, save that this restriction shall not apply to investments in listed closed-ended investment funds,
which themselves have stated investment policies to invest no more than 15% of their Gross Assets in other listed closed-ended
investment funds.
Borrowing Policy
The Company may, from time to time, use borrowings including for investment purposes. Gearing, represented by borrowings, will not
exceed 25% of Hansa’s NAV, calculated at the time of draw down.
Any material change to the Company’s investment policy will require the approval of shareholders by way of an ordinary resolution at a
general meeting and the approval of the Financial Conduct Authority.
Investment strategy
The Portfolio Manager, engaged by and acting on behalf of the Company, seeks to build a multi-strategy portfolio by selecting
investments across four key investment categories, in addition to the strategic investment in OWHL:
• Core/Thematic – investments, typically through third-party funds, selected by the Portfolio Manager to provide appropriate regional
and thematic exposures.
• Diversifying Assets – investments, typically through third-party funds and directly, that create asset diversification within the portfolio.
• Global Equities (direct) – a diversified portfolio of global equities identified by the Portfolio Manager as having long-term
growth potential.
• Private Assets – multi-year investments giving access to investments not available in public markets.
Although the Company has no set maximum or minimum exposures to any asset class, geography or sector, the Board establishes
Investment objective, strategy and performance
STRATEGIC REVIEW
29
set guidelines which the Portfolio Manager adheres to. These can be adjusted by the Board. While the proportion of the portfolio
represented by each of these categories will vary over time, the Board establishes parameters for the Portfolio Manager, based on its
view of the global investment environment. The Board has set the following guidelines for each category as a percentage of the portfolio
(including the strategic investment in OWHL):
• Core / Thematic: 0-75%
• Diversifying Assets: 0-40%
• Global Equities: 0-40%
• Private Assets: 0-15%
The Portfolio Manager has a strong focus on identifying investments with excellent fundamentals, taking a long-term approach to
investing, good alignment and not seeking to replicate a benchmark. These investments range from those sectors benefiting from
structurally higher growth, such as technology, to assets which the Company believes stand on unwarranted discounts to their
intrinsic value.
The Board has given the Manager a target to develop a long-term, Private Asset portfolio of initially circa 10% of the Company’s Net Asset
Value. Given the long-term nature of Private Asset investments, the guideline acknowledges that commitments to Private Assets, the
timing of their associated cash drawdowns, their associated performance and valuation profiles as well as the performance of the other
portfolio silos might lead to short to medium-term variance to this target and, thus, the above guideline seeks to reflect this uncertainty.
It is not the wish of the Board that the Manager divests of Private Assets prematurely should the guideline limit be reached. However,
if a guideline limit breach occurs, the Board will be informed and can opine on the specific circumstances. If the Possible Combination
were to proceed, it is noted that OWHL has an established portfolio of Private Assets complimentary to the portfolio being developed by
the Company.
Borrowing limits
The Board considers whether returns may be enhanced if the Company introduces leverage at appropriate times. The Company has an
unsecured lending facility through its Custodian, Banque Lombard Odier & Cie SA (“Lombard Odier”), in the amount of £30m, subject
to there being sufficient value and diversity within the portfolio to meet the lender’s borrowing requirements. The Portfolio Manager
is able to utilise this facility as required up to the upper limit available. Gearing, represented by borrowings, will not exceed 25% of the
Company’s Net Asset Value, calculated at the time of draw down.
No amounts have been drawn from this facility during the year.
Investment monitoring and key performance indicators
We recognise that measuring the performance of portfolios is essential to both determining if they are meeting their return targets and
the risks taken in achieving these returns. However, we also passionately believe that the benchmarks and/or comparators against which
portfolios are measured should be appropriate for achieving the end objectives, with poorly chosen benchmarks often encouraging
short-term actions which more often than not are damaging to meeting the longer-term aspirations.
It is for this reason we believe it right to adopt a handful of KPIs rather than a single benchmark. As long-term multi-asset class investors
we are seeking to both preserve and grow the real spending power of our capital over time through the dynamic selection of different
countries, assets and sectors. No one benchmark captures this approach and, indeed, the adoption of a single benchmark may result in
the fund deviating from its longer-term goals in the pursuit of short-term returns.
Instead, the Board believes that considering the portfolio performance against the following KPIs will provide a more informed
understanding of the performance of the portfolio and if it is meeting its longer-term objectives:
Objective KPI Indices used
Safe return UK Government bonds FTSE Gilts All Stocks TR Index
Growing the real spending power of money
through time
Achieve returns that are higher than inflation UK CPI
Long-term capital growth Equity market performance MSCI All Country World Index (both market cap
weighted and equally weighted to remove the
distorting effect of the M7)
The Board regularly, and at least quarterly, reviews the returns and the performance of the Company with the Portfolio Manager,
including an analysis using the KPIs.
Additionally, whilst not specifically a KPI, the cost of managing the Company is monitored against the NAV (the ratio between costs and
the NAV is also known as the ‘ongoing charges percentage per annum ratio’); and the discount/premium the shares sell at in relation to
the NAV are likewise monitored.
Hansa Investment Company Limited Annual Report 31 March 2025
30
The Board of Directors monitors the returns made in absolute and relative terms against the KPIs established. The comparisons are
made over 1, 3, 5 and 10 year time horizons.
i) Shareholders and Company – total returns
To 31 March 2025 1 year 3 years 5 years 10 years
Share price total return
Ordinary shares 13.5% 24.3% 94.9% 62.8%
‘A’ non-voting Ordinary shares 8.0% 18.2% 74.1% 56.7%
Portfolio NAV 2.3% 23.9% 75.6% 89.6%
ii) Discount/premium*
A comparison is made between the (discount)/premium of the Company’s two classes of shares and of the AIC average.
To 31 March 2025
1 year
average
3 years
average
5 years
average
10 years
average
(Discount)/Premium
Ordinary shares (40.9%) (40.8%) (38.4%) (33.9%)
‘A’ non-voting Ordinary shares (43.1%) (42.4%) (39.2%) (35.1%)
AIC (4.5%) (9.1%) (7.5%) (5.5%)
Whilst there are investment trusts that exhibit one or more similarities to the Company, the Board does not consider the Company to
have any direct peers.
iii) Key performance indicators*
The following are the KPIs the Board uses to assess the returns of elements of the portfolio and of the Company as a whole.
To 31 March 2025 1 year 3 years 5 years 10 years
NAV Total Return 2.3% 23.9% 75.6% 89.6%
NAV Total Return (Ex OWHL) 0.5% 11.5% 48.7% 63.3%
FTSE UK Gilts All Stocks TR Index (1.2%) (17.3%) (25.9%) (6.5%)
UK CPI Inflation 2.6% 16.6% 25.7% 36.9%
MSCI ACWI NR (GBP) 4.8% 24.4% 94.7% 168.2%
iv) Expense ratios*
To 31 March 2025 1 year 3 years 5 years 10 years
Ongoing annual charges (%) 1.1 1.1 1.1 1.1
The Company continues to produce a Key Information Document (KID) for each of its two share classes based on the Packaged Retail
and Insurance-based Investment Products Regulation (PRIIP). However, as this is no longer a statutory requirement, it is solely for
information purposes and no longer bound by the prescriptive nature of the regulations with regard to how costs are calculated and
presented. As such, the calculation of the costs which are disclosed in the KIDs is now aligned with the table above.
* Note: these are considered to be Alternative Performance Measures. Their definition is included in the Glossary on pages 89 and 90.
STRATEGIC REVIEW
31
Capital structure
The Company has 40,000,000 Ordinary shares of 1p (1/3 of the total capital) and 80,000,000 ‘A’ non-voting Ordinary shares of 1p (2/3 of
the total capital) each in issue. The Ordinary shareholders are entitled to one vote per Ordinary share held. The ‘A’ non-voting Ordinary
shares do not entitle the holders to vote or receive notice of meetings, but in all other respects they have the same rights as the
Company’s Ordinary shares. See also Note 13 in the Notes to the Financial Statements.
Shareholder profile
The Company’s shares owned at 31 March 2025 are as follows:
Ordinary shares ‘A’ non-voting Ordinary shares
Institutional and wealth managers 16,217,743 40.54% 72,637,969 90.80%
Directors 11,220,745 28.05% 3,817,123 4.77%
Private individuals 12,537,139 31.34% 3,484,461 4.36%
Other 24,373 0.07% 60,447 0.07%
40,000,000 80,000,000
Substantial shareholders
As at 31 March 2025, the Directors were aware of the following interests in the Ordinary shares of the Company, which exceeded 3% of
the voting issued share capital of that class.
No. of voting
shares
% of voting
shares
Nomolas Ltd 10,347,125 25.87%
Victualia Limited Partnership 10,347,125 25.87%
Sky Hill Limited 1,730,000 4.33%
These holdings are correct as of 31 March 2025 and have not changed as at the signing date of these Financial Statements.
Hansa Investment Company traces its origins back to 1912 when the Alto Paranà Development Company was launched to develop
forestry in Brazil. Having become an investment trust company in the late-1940s, the Company became closely associated with the
Salomon Family, initially through Sir Walter Salomon, whose family trusts became substantial shareholders. The late-1950s also saw the
acquisition of a significant shareholding of Ocean Wilsons Holdings Limited through the issuance of the ‘A’ non-voting Ordinary shares
by the Company’s predecessor, Hansa Trust. Over the following decades, the Salomon family helped to build the publicly-owned and
independently run investment company we know today, with its focus on delivering reliable long-term asset growth for shareholders.
The wider Salomon family remain significant investors in the Company. William Salomon, Sir Walter’s son, a director of HICL and Senior
Partner of the Company’s Portfolio Manager, is interested in 10,347,125 of the shares held by Victualia Limited Partnership, representing
25.9% of the voting share capital. In addition, William Salomon has further interests in the Company’s shares; the total interest is detailed
in the Directors’ Interests section. Other members of the wider Salomon family, who are also descendants of Sir Walter, are interested in
a further 12m shares in the Company.
Restrictions associated within the share classes
The giving of powers to issue or buy back the Company’s shares requires an appropriate resolution to be passed by shareholders.
Proposals for the renewal of the Board’s powers to buy back shares are set out in the Notice of the Annual General Meeting.
There are: no restrictions concerning the transfer of securities in the Company; no agreements between holders of securities regarding
their transfer known to the Company; and no agreements between the Company and its Directors concerning compensation for loss
of office. Notwithstanding the foregoing, the Company can require any holder of the Ordinary voting shares to transfer some or all of its
shares (or otherwise refuse to register any transfer of shares) to avoid the Company, if the Company were a company which was resident
for tax purposes in the UK, being regarded as a “close company” as defined in s.439 of the UK Corporation Tax Act 2010, to another
person whose holding of such shares, in the sole and conclusive determination of the Board, would not cause the Company to be a close
company. Additionally, the Company’s Bye-Laws provide for the voting rights of Ordinary shares to be automatically reallocated to other
shareholders to prevent the Company becoming a close company.
Shareholder profile
Hansa Investment Company Limited Annual Report 31 March 2025
32
As at 15 July 2025, the date of signing of the Annual Financial Statements, there have been no disclosures to the Company of changes of
interests under DTR 5.
Board and management shareholdings
Directors’ Interests
The interests of Directors and their connected parties in the Company at 31 March 2025 are shown below:
Ordinary shares
of 1p each
‘A’ non-voting ordinary shares
of 1p each
Nature of
interest
W Salomon 11,1 69,345 27. 9 2% 3,587,123 4.48% Beneficial
J Davie 45,000 0.11% 230,000 0.29% Beneficial
S Heidempergher 6,400 0.02% – – Beneficial
Total
11,220,745 28.05% 3,817,123 4.77%
As at 15 July 2025, the date of signing the Annual Financial Statements, there were no changes to report to the Directors’ holdings.
William Salomon is the senior partner of Hansa Capital Partners LLP. Fees payable to Hansa Capital Partners LLP amounted to
£3,346,097 (including Portfolio Management and Additional Administrative Services Provider (AASP) functions). During the year, no
rights to subscribe for the shares of the Company were granted to, or exercised by Directors, their spouses or infant children.
Portfolio Manager’s interests
As at 15 July 2025, the date of signing of this Annual Report, the management and staff of the wider Portfolio Manager’s group (Hanseatic
Asset Management LBG, an Investment Manager and AIFM located and regulated in Guernsey), excluding the holding of William
Salomon, shown above, were interested in circa 10.3m shares in the Company – a mixture of Ordinary and ‘A’ non-voting Ordinary shares.
STRATEGIC REVIEW
33
Stakeholder engagement
As required by the AIC Code, the Board describes below how the Board has sought to promote the Company for the benefit of
its members, how it has taken into account the likely long-term consequences of decisions and how it fosters relationships with
stakeholders. The Company is an investment company with an appointed Portfolio Manager. As a result, it has no direct employees or
customers. The Board has identified the Company’s shareholders, its Portfolio Manager (as well as the Additional Administrative Services
Provider, and its other key service providers as its key stakeholders.
STAKEHOLDER INTERACTION
Shareholders
The shareholder base is a mixture of private investors, wealth managers and asset managers across both
classes of the Company’s shares. The Board monitors changes in the shareholder base at its Board meetings.
The Company communicates through the publication of Annual and Half-Year Financial Statements,
through detailed quarterly and monthly factsheets, as well as through the Company’s website. The Company
also holds periodic shareholder presentations incorporating presentations by the Board and key service
providers to keep shareholders informed.
The Board seeks to understand the opinions of a wide variety of shareholders. The Company maintains
a dedicated email address for shareholders to contact the Board (HICLenquiry@hansacap.com) and
shareholder correspondence and feedback is a regular item of discussion at Board meetings.
The Company continues to meet shareholders and other interested parties facilitated by its broker, as well
as through direct contact. The Portfolio Manager also runs an outreach programme in conjunction with an
investor relations specialist.
Investors are also kept informed through paid-for editorial pieces and discussion with media organisations.
The Board uses online shareholder presentations to enable shareholders to meet with the Board and
Portfolio Manager. Whilst the Board believes there is still a place for face-to-face shareholder updates, the
strong attendance at the online events encourages the Board that these online events will remain a feature
of the Company’s shareholder outreach. The next shareholder event is planned for 23 September 2025 as a
hybrid online and physical meeting.
Portfolio Manager
and AASP
The Board’s main working relationship is with the staff of HCP as the Portfolio Manager and the AASP.
HCP is responsible for the Company’s portfolio management (including asset allocation, stock and sector
selection in accordance with guidelines established by the Board). It is also responsible for administrative
and operational functions including day-to-day oversight of the other key service providers (Administrators,
Custodians, Registrar and Company Secretarial). Successful management of shareholders’ assets by the
Portfolio Manager is crucial to enable the Company to deliver its investment strategy and meet its objective.
The AASP also assists with the preparation of the Annual and Half-Year Financial Statements as well as
Factsheets and website updates. The Board works closely with the AASP to approve disclosures made via
these publications.
Other key service
providers
Key service providers are the Company’s Administrator (Apex Fund Administration Services (UK) Ltd
to 31 March 2025, Juniper Partners from 1 April 2025), Custodian (Lombard Odier) and the Registrar
(Computershare Investor Services (Bermuda) Limited). Whilst the Board looks to the Portfolio Manager and
the AASP to keep a day-to-day oversight of these providers, they are contracted directly to the Company.
As such, the Board retains ultimate responsibility for their roles. The AASP reports regularly on operational
matters. The Board seeks to visit each provider at least annually for a face-to-face meeting to discuss service
levels, operations and future developments.
Hansa Investment Company Limited Annual Report 31 March 2025
34
Main areas of engagement
KEY AREA TOPIC ENGAGEMENT AND OUTCOMES
Investment strategy
and ESG matters
The Investment Strategy incorporates
appropriate ESG considerations. For clarity,
the Company does not purport to be a “Green”
fund. However, through its ESG disclosures and
reporting the actions of its Portfolio Manager,
it seeks to give clarity to the processes around
assessing the Environmental, Social and/or
Governance aspects to its investment decisions
and ongoing monitoring.
The Board has engaged with the Portfolio Manager and
encouraged them to develop a responsible investment
policy. The Board notes that the Hanseatic Group, of
which the Portfolio Manager is a member, is a signatory
to the UN PRI. The Board wholeheartedly supports this
policy. See page 43 for further information.
Discount
management and
share buybacks
It is a great frustration to the Board that the
discount has not tightened over the past
year. It is also noted that there has been
general widening of investment trust spreads
due to market volatility and declining retail
participation in the markets.
The Board is mindful of, and regularly considers, the
share price compared to the NAV and related discount.
The Board is of the view that providing transparency
and clarity to investors, as well as promoting demand
for the Company’s shares, should create a positive
impact on the discount for the medium to longer-
term. To this end, the Board continues to develop the
Company’s branding and communications strategy with
shareholders and potential shareholders alike. The aim
is to enhance and broaden the understanding of the
Company, with the ultimate objective of widening the
shareholder base and deepening the market for shares.
The primary objective of the Company is to generate
a good economic return over the medium to long-
term and create a compelling investment proposition
for private investors, enabling them to gain access to
investments not readily available. This in due course
should increase demand for the Company’s shares. Each
investment company must consider its own particular
circumstances and objectives in assessing what is in
the best interests at any particular point in time for the
company and its shareholders. The Board continues to
focus on the construction of a portfolio to create long-
term value including an allocation to Private Equity.
On 17 June 2025, the Company jointly announced a
Possible Combination of the Company with OWHL.
This included the intention to introduce a new capital
allocation policy through the implementation of an
on-market share buyback of between 2% and 4% of NAV.
If the Possible Combination were to proceed, it would
represent a significant change for the Company. The
Board will review its position with regard to Discount
Management, Share Buybacks and Capital Allocation
policies following the decision as to whether to proceed
or not with the transaction.
STRATEGIC REVIEW
35
KEY AREA TOPIC ENGAGEMENT AND OUTCOMES
Capital structure
The Company has two separate share classes,
both of which are traded on the LSE. The
Ordinary shareholders are entitled to one vote
per Ordinary share held. The ‘A’ non-voting
Ordinary shares do not entitle the holders to
vote or receive notice of meetings, but in all
other respects they have the same rights as the
Company’s Ordinary shares. Consideration has
been given to whether the two share classes
could be merged in some way.
The current position of Ordinary and ‘A’ Ordinary share
classes remains unchanged as the majority of Ordinary
shareholders have informed the Board they do not wish
to alter the present structure at the present time.
Dividends
The Board’s stated policy for the year to 31
March 2025, was to maintain the dividend at
3.2p until it is fully covered by net income. At
that time it plans to increase it in line with any
increase in the net income of the Company.
The portfolio held by the Company is currently
constructed for long-term capital appreciation rather
than income generation. As a result, the income
generated by the portfolio is insufficient to meet this
dividend commitment and the shortfall is made up from
the Company’s reserves. In principle, your Board does
not believe it to be in the Company’s best interests to
use capital as a source from which to pay dividends.
On 17 June 2025, HICL announced a Possible
Combination of the Company with OWHL. It was
stated within that announcement that, should the
transaction proceed, the Board would implement a
Capital Allocation policy whereby the Company would
implement on-market share buybacks of between
2% and 4% of its issued share capital (which may
include both voting Ordinary shares and non-voting
A Ordinary shares) replacing the Company’s existing
dividend policy.
The Board will review its future dividend policy should
the Possible Combination not proceed.
Maintaining levels
of service from
service providers
The Company does not have direct employees.
Rather, its operations are conducted by several
key service providers. The Company enters into
service-level agreements with each provider.
The Board oversees these services to ensure
best practice is followed and that the Company
is receiving a comprehensive service and value
for money.
The independent members of the Board annually
review the performance of the Portfolio Manager.
Additionally, the day-to-day performance of other
key service providers (Administrator, Custodian and
Registrar) are monitored by the AASP on behalf of the
Board. In addition, there is an annual review of service
providers' annual Controls Audit Reports. Members of
the Board also visit each key service provider annually
to review performance and understand any changes in
their businesses. As a result of ongoing monitoring, the
Board, in conjunction with feedback from the AASP,
has changed the Company’s Administrator to Juniper
Partners with effect from 1 April 2025.
Hansa Investment Company Limited Annual Report 31 March 2025
36
Notice period for general meetings
The Company’s Bye-Laws permit that the Company’s general meetings (other than AGMs) may be held on 14 days’ notice.
Annual General Meeting
The Company’s Notice of Annual General Meeting is included in this Report.
Authority to repurchase ‘A’ non-voting Ordinary shares
A resolution will be proposed at the forthcoming AGM, seeking shareholder approval for the renewal of the authority for the Company
to repurchase its own ‘A’ non-voting Ordinary shares. The Board believes the ability of the Company to repurchase its own ‘A’ non-voting
Ordinary shares in the market could potentially benefit all equity shareholders of the Company in the long-term.
The Company’s Bye-laws are drafted in such a way that the Company may from time to time purchase and cancel its own shares.
However, the Company requires that shareholders’ approval to repurchase shares be sought. At the AGM the Company will therefore
seek the authority to purchase up to 11,992,000 ‘A’ non-voting Ordinary shares (representing 14.99% of the Company’s issued ‘A’ non-
voting Ordinary share capital, the maximum permitted under the FCA Listing Rules), at a price not less than 1p per share (the nominal
value of each share) and not more than 5% above the average of the middle-market quotations for the five business days preceding
the day of purchase or, where a series of transactions have taken place the higher of the last independent trade and current highest
independent bid on the trading venue where the purchase(s) will be carried out. The authority being sought, the full text of which can be
found in the Notice of Meeting, will last until the date of the next AGM.
The Company is seeking authority to use its realised capital reserve to allow repurchase of shares in the market. The decision as to
whether the Company repurchases any shares will be at the absolute discretion of the Board. Any shares purchased will be cancelled.
The Directors consider that all the resolutions to be proposed at the forthcoming AGM, as set out in the Notice of AGM, are in the best
interests of shareholders as a whole and unanimously recommend all shareholders to vote in favour. Guidance on how to vote at the
AGM can be found in the notes to the Notice of AGM.
If the Board considers a significant proportion of votes have been cast against a resolution at the AGM, the Company will explain, when
announcing the results of voting, what action it intends to take to understand the reasons behind the results of the vote.
STRATEGIC REVIEW
37
The Company has risk management processes in place which enables the Board to identify, assess and manage the principal risks faced
by the Company. Consistent with the AIC Code and UK Corporate Governance Code, these risks are considered to have the potential to
threaten the Company’s business model, future performance/returns, solvency, liquidity, reputation, or regulatory status. An integral part
of this process is the maintenance and ongoing evaluation of the Company’s Risk Assessment & Controls (RAC) Matrix, which identifies
both the risks and associated controls operating within the Company and relevant third-party service providers. To ensure emerging
risks are assessed on an ongoing basis, the Board reviews the RAC Matrix at each Board meeting, considering HICL’s current and future
anticipated risk environment. The Board also receives updates at each meeting from the Portfolio Manager and the AASP on operational
risk matters. Additionally, as part of the risk management processes, the Company also annually reviews the Custodian, Administrator
and Registrar assurance reports of their internal controls (e.g. AAF 01/06, AAF 01/20, ISAE 3402). The impact of any exceptions are
considered by the Board.
Consideration of the Company’s principal risks and uncertainties, is made in the context of the Company’s stated objective of generating
superior, but sustainable, long-term growth in shareholder value. The main risk being that over the long-term (determined as greater
than five years), shareholders do not make a return from investing in the Company. The Company’s closed-ended fund structure is
also considered to be in alignment with its stated objective, especially within extremely volatile market conditions. This is due to the
portfolio not having to be managed and maintained to manage potential significant redemptions or short-term liquidity needs as
open-ended funds would. Additionally, the closed-ended structure can take advantage of less liquid market opportunities as part of its
portfolio holdings.
The principal risks and uncertainties identified and associated controls in place to manage these risks are described below:
PRINCIPAL RISKS – EXTERNAL CONTROLS TO MITIGATE RISKS
Market risk – long-term
company share performance
Market risk includes interest rate,
currency, equity, credit, inflation,
concentration, liquidity and macro
geopolitical risks.
The Board:
• has appointed an appropriate Portfolio Manager whose performance for the Company is
reviewed and challenged on a quarterly basis;
• has set investment guidelines and restrictions, which are reported against by the Portfolio
Manager on a monthly basis;
• operates an asset allocation model, which is regularly reviewed and discussed with the
Portfolio Manager; and
• monitors and discusses portfolio construct and performance quarterly.
Performance risk, share
price, liquidity and discount
monitoring
Low market trading volumes of
Company shares and the discount
to the NAV becoming inherent in
the share price.
The Board:
• regularly reviews the share price, discount level and portfolio performance;
• maintains periodic oversight on shareholder-base;
• actively seeks feedback both directly from shareholders and indirectly through the Company’s
Broker or specific outreach programmes involving the Portfolio Manager;
• has the ability to buy-back non-voting shares of the Company; and
• initiates strategies to reduce discount over the medium term.
Tax, accounting, legal and
regulatory risks
Adverse outcomes resulting from
legislative changes to tax, legal and
regulatory requirements. Adverse
outcomes from not meeting ESG
expectations.
The Board:
• obtains regular updates and advice from relevant professional advisers;
• maintains oversight and receives regular reporting on the legislative and regulatory changes,
which impact HICL, as monitored by the Portfolio Manager;
• maintains the Company’s membership with the Association of Investment Companies;
• has adopted the Portfolio Manager’s responsible investing policy;
• has set explicit expectations on the integration of ESG considerations within the investment
process;
• continues to develop ESG disclosures in compliance with reporting regulations; and
• receives documented confirmation of the Portfolio Manager’s adherence to relevant regulatory
requirements and emerging sanction risks.
Reputational risk
Negative behaviours, publications
or market sentiment impacting the
reputation of the Company.
The Company:
• requires the annual selection of Board members, all of whom must have a commitment
to governance;
• has direct oversight of Portfolio Manager;
• communicates with investors and the public in a clear and transparent manner; and
• has set pre-approval procedures for accuracy and reliability of such information.
Principal risks
Hansa Investment Company Limited Annual Report 31 March 2025
38
PRINCIPAL RISKS – INTERNAL CONTROLS TO MITIGATE RISKS
Operational risk
Risks associated with process,
system and control failures
including those associated with
the Company’s third-party service
providers.
Operational areas considered
includes Liquidity, Safeguarding
of Assets and Reliability of
Financial Reporting.
• Pre-approval processes are in place prior to the publication of any financial information.
• Identification and certification of key controls by AASP compliance team.
• Due diligence is undertaken prior to appointing all service providers. Regular performance
reviews of third-party providers are made and, where relevant, the Company annually requests
independent service provider assurance reports on the operating effectiveness of their
internal controls.
• An overdraft facility provides a contingency for any short-term liquidity shortfall. A pre-approval
payment process is in place as part of an overall cash management process.
• An independent Custodian is appointed to safeguard the Company’s assets. This Custodian is
bound by regulatory and legal contractual obligations and liabilities. Regular reconciliations
are undertaken to ensure accuracy of records.
Gearing/balance sheet risk
Risk of over-gearing the balance
sheet and creating financial stress
on the Company.
• A maximum limit on the overdraft facility is in place.
• Any increase in overdraft or credit facility requires Board pre-approval.
Insurance
The Company through its Bye-laws has indemnified its Directors and Officers to the fullest extent permissible by law. During the year the
Company also purchased and maintained liability insurance for its Directors and Officers.
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, including
its financial position, are set out in the Chairman’s report and the Portfolio Manager’s report within this Annual Report.
After due consideration of the Balance Sheet, estimated liabilities for the 12 months following the signing of this Report and having
made appropriate enquiries, the Directors have concluded the Company is a going concern and has adequate resources to continue in
operational existence for at least 12 months. Assets of the Company consist of securities, the majority of which are traded on recognised
stock exchanges, or open-ended funds run by established managers. The Financial Statements are prepared on a going concern basis.
Longer-term viability statement
In addition to the Statement of Going Concern, the Directors are also required to make a statement concerning the longer-term viability
of the Company. The Directors consider 12 months to be a relatively short time frame when considering performance and look to the
longer-term for both the performance and risks associated with the Company. The Directors consider a period of five years to be a more
representative period, which aligns with the Portfolio Manager’s longer-term horizon. This period is sufficiently long to manage short-
term market volatility and allow longer-term performance to work through. The Board continually monitors the Investment Strategy
and Investment Guidelines issued to the Portfolio Manager and directs the Portfolio Manager to target long-term capital preservation.
Further, whilst the Board has sanctioned the use of gearing, the facility available to the Portfolio Manager is relatively small compared
to the NAV of the Company. Finally, a number of the more significant costs in each financial year are contracted to be calculated on the
basis of the underlying NAV of the Company. As such, in a period of negative portfolio performance, the cost base should also fall.
Barring unforeseen circumstances and taking account of the Company’s current position, the principal risks, the longer-term strategy
for the portfolio, including a diversified and liquid asset base and the lack of gearing, the Directors confirm they have a reasonable
expectation that the Company will continue to operate and meet its liabilities as they fall due for the next five years.
GOVERNANCE
39
Governance
39
Hansa Investment Company Limited Annual Report 31 March 2025
40
The Board of Directors
Board members are
selected based on
their individual and
complementary skills
and experience and
their ability to commit
sufficient time to drive the
Company’s success. The
Directors who served the
Company during the year
to 31 March 2025 are:
Jonathan became Chairman of Hansa
Investment Company in June 2019.
He was a director of Hansa Trust from
January 2013 until its liquidation in
November 2021. He is also a partner of
First Avenue Partners, an alternatives
advisory boutique.
Jonathan qualified as a Chartered
Accountant and then joined George M.
Hill and Co. and became an authorised
dealer on the London Stock Exchange.
The firm was acquired by Wedd Durlacher
Mordaunt and Co. where Jonathan
became a partner in 1975. He was the
senior dealing partner of the firm on its
acquisition by Barclays Bank to form BZW
in 1986.
Jonathan developed BZW’s Fixed Income
business prior to becoming chief executive
of the Global Equities Business in 1991.
In 1996 he became deputy chairman of
BZW and then vice chairman of Credit
Suisse First Boston (CSFB) in 1998 on their
acquisition of most of BZW’s businesses.
He focused on the development of CSFB’s
Middle Eastern business. He retired from
CSFB in February 2007.
Jonathan Davie
Chairman
Pedro Gonçalves
Pedro became a Director of the Company
on 6 February 2025. Pedro brings a wealth
of experience to the Board. He has been
managing director of Movendo Capital
BV for the past eight years. Movendo
Capital BV is an investment holding
company focusing on growth and private
equity investments. Pedro has worked in a
number of roles in the Financial Services
for 20 years including asset management,
insurance, banking and investment
strategy. During this period, Pedro was
seconded into the Portuguese Government
as the Secretary of State of Innovation,
Investment and Competitiveness from
2013 to 2015.
Currently, Pedro is an industrial advisor
to EQT Partners SE. He is also chairman
of NovaForum (Nova Business School)
and the Honorary Consul of Singapore
in Portugal.
Pedro graduated in Economics from
Universidade Católica Portuguesa, holds a
Masters Degree in Economics (MSc) from
Glasgow University, and an MBA from
Nova Business School.
GOVERNANCE
41
Richard became a Director of the
Company in June 2019 and chairs the
Audit Committee. He is an experienced
non-executive director. Richard was
previously a partner of KPMG in Bermuda
for 20 years where he was head of the
firm’s Insurance Group in Bermuda
for 15 years, a member of the firm’s
Global Insurance Leadership Team and
Global Lead Partner for a number of
large international insurance groups
listed on the New York and London
Stock Exchanges.
Richard has significant regulatory
experience, previously advising the
Bermuda Monetary Authority and
working with clients regulated by the
PRA, FRC and FCA, as well as other
international regulators. He also has
extensive experience in risk and corporate
governance and significant transaction
experience. Richard is based in Bermuda.
Richard also holds non-executive
directorships with Aspen Insurance
Holdings, Geneva Re, Oakley Capital
Investments and Phoenix Re Limited.
Simona Heidempergher
Remuneration Committee Chair
Nomination Committee Chair
Richard Lightowler
Audit Committee Chairman
William Salomon
William became a Director of the
Company in June 2019. He was a Director
of Hansa Trust from 1999 until its
liquidation in November 2021. He has a
significant, long standing, investment in
the Company.
William’s experience in investments and
finance is important to the Board in
developing and monitoring investments
in special investment themes and in the
Company’s strategic investment in Ocean
Wilsons Holdings Limited.
William is the senior partner of Hansa
Capital Partners LLP, the Portfolio
Manager and Additional Administrative
Services Provider, chairman of Hanseatic
Asset Management LBG, the Company’s
AIFM, and also deputy chairman of Ocean
Wilsons Holdings Limited in which he
also has a significant, long standing,
investment. Until its sale to SAS Shipping
Agencies, which completed on 4 June
2025, William was also a director of
OWHL’s Brazilian listed subsidiary Wilson
Sons Holdings Brasil S.A.. William was
formerly the vice chairman of Close Asset
Management Limited and chairman of the
merchant bank Rea Brothers PLC.
Simona became a Director of the
Company in June 2019. She is chair of the
Remuneration Committee and, following
Nadya Wells’ decision to not stand for
re-election in July 2024, also chairs the
Nomination Committee.
Simona has extensive experience as an
executive and non-executive director
across multiple jurisdictions. For the
past 22 years, she has been a director
of Merifin Capital, an established,
privately-owned European investment
company. Prior to this she had roles
as Vice President Investments at CDB
Webtech, a listed investment vehicle;
as research associate at Heidrick &
Struggles, a leading executive-level search
and leadership consultancy firm; and as
project coordinator at Ambrosetti Group,
an Italian consulting company.
Currently, Simona is the chair of the
board of directors of the Stramongate
Group, a Luxembourg public company;
director of The European Smaller
Companies Trust, a Janus Henderson
Asset Management Investment Trust
listed on the London Stock Exchange; and
director of Industrie Saleri Italo S.p.A., a
private Italian company in the automotive
supplier sector.
Nadya Wells became a Director of the Company in June 2019, retiring her position at the Company’s AGM on 2 August 2024.
All Directors will retire at each AGM and offer themselves for consideration for re-election. The Board recommends the re-appointment
of each of the five Directors who have put themselves forward, based on their continuing contribution to the Company and its
shareholders. The service contracts between the Company and each of the Directors do not allow for any compensation payment in the
event of loss of office.
Hansa Investment Company Limited Annual Report 31 March 2025
42
This section explains how the Board has organised the Company
and seeks to deliver its objectives.
Board committees and roles
The Directors consider that, in order to fulfil their responsibilities
as the Directors of the Company, they should all be members of
every sub-committee where possible. Where a Director cannot
be a member of a committee, they should attend the meetings
unless a conflict exists and it would be inappropriate for them to
be present.
Audit Committee
Richard Lightowler is the Chairman of the Audit Committee.
The Audit Committee consists of all independent Directors of
the Board. The Audit Committee exists to assist the Board in
the financial and narrative reporting of information relating
to the Company, the review of the Internal Controls and Risk
Management systems, the oversight of the Company’s annual
audit and assessment of the independence, performance and
quality of Company’s external auditor PricewaterhouseCoopers
LLP. The Committee meets at least twice a year – timed to review
the Annual and Half-Year Financial Statements prior to their
approval and release.
The AIC Code of Corporate Governance (“the AIC Code”)
indicates that all independent Directors can be members of the
Audit Committee including, if agreed by the Board, the Chairman
of the Board. The Board is of the opinion that, particularly as the
Company has relatively few Directors, shareholders benefit from
the views of all Directors. Therefore, Jonathan Davie, as Chairman
of the Company, is also a member of this Committee. The Board
further acknowledges that the AIC Code states all Committee
members should be independent. Therefore, William Salomon
is not a member of the Committee although attends as a non-
member. The Committee reports its recommendations to the
Board for final approval.
See page 59 for the Audit Committee Report
Nomination Committee
Simona Heidempergher is the Chairman of the Nomination
Committee. The Committee was previously chaired by Nadya
Wells until 14 June 2024 when the Board appointed Ms
Heidempergher to chair the Committee and to lead the search
for a new independent director following Ms Wells’ decision to
not stand for re-election. All independent members of the Board
are members of the Nomination Committee. William Salomon
attends the Committee but is not a member.
The Committee reviews the structure, size and composition
(including the skills, knowledge and experience) of the Board and
makes recommendations to the Board with regard to any changes,
as necessary. It also considers succession planning of directors,
taking into account tenure and performance of board members
as well as challenges and opportunities facing the Company, and
what skills and expertise are, therefore, needed on the Board
in the future. If a skills-gap or pending vacancy is identified,
the Committee is responsible for identifying and nominating
candidates to fill Board vacancies as and when they arise.
See page 55 for the Nomination Committee Report.
Management Engagement Committee
The Committee is chaired by Jonathan Davie. All independent
members of the Board are members of the Management
Engagement Committee. The Committee has two primary roles.
Firstly, to review the functional and operational performance of
the Portfolio Manager with the Company’s investment policy.
Secondly, to review annually the performance of any other key
service providers to the Company.
The level of management fees, level of service provided and the
performance of the Portfolio Manager are reviewed on a regular
basis to ensure these remain competitive and in the best interests
of shareholders. The Board, after the annual recommendation
of this Committee, considers whether the engagement of the
Portfolio Manager is in the best interests of the shareholders.
The Committee members also carry out periodic visits to the key
service providers, as well as seeking feedback on the performance
of other service providers from the Portfolio Manager in its
capacity as Additional Administrative Service Provider.
The Committee reports its recommendations to the Board for
final approval.
Remuneration Committee
The Committee is chaired by Simona Heidempergher. All
independent members of the Board are members of the
Remuneration Committee. William Salomon attends the
Committee but is not a member. The Committee is responsible for
the broad policy for the remuneration of the Company’s Chairman
and non-executive Directors pursuant to the Company’s Bye-laws.
The Committee takes into account all factors which it deems
necessary. When setting the remuneration policy for Directors,
the Committee reviews remuneration trends across the wider
industry, including the use of external independent surveys, and
considers the ongoing appropriateness and relevance of the
remuneration policy. The level of directors’ fees should be set at
a level which attracts and retains high calibre candidates. Fees
are monitored against external benchmarks taking specific note
of each Director’s duties, time commitments to properly fulfil
all obligations and duties and also relative to other comparable
companies in comparable jurisdictions. No Director sets their own
individual remuneration.
The Committee reports its recommendations to the Board for
final approval.
See page 51 for the Directors’ Remuneration Report.
Organisation and objectives
GOVERNANCE
43
Long-term impact of decisions – ESG matters
In the natural positive progression of HCP’s commitment to
further integrating ESG and climate relevant considerations
within its investment process, the Hanseatic Group, of which
HCP is a member, has become a signatory of the United Nations
supported Principles for Responsible Investment (UN PRI).
With ever-growing global concerns and developments
surrounding matters such has climate change, social inequalities
and ethical corporate strategy and governance, the Board believes
there is a communal duty for meaningful and effective action to
be taken and are committed to doing so. It is the Board’s belief
that responsible investing and a well-run sustainable business
model aids in generating superior long-term returns.
The Board is responsible for the Company’s ESG policy. In
2020, the Board adopted the Portfolio Manager’s Responsible
Investment Policy, which is applied to all Company investments
in funds and companies, in both public and private markets. In
line with the evolving nature of ESG’s integration within financial
services, the Manager continues to review and develop their
policy of responsible investing within their investment process.
This involves ensuring environmental, social and governance
factors are integrated throughout the investment management
process, including within the due diligence, decision-making and
investment monitoring processes.
As long-term investors, HCP has a natural desire to be a
responsible investor and a good corporate citizen. HCP’s approach
begins by communicating its expectations to fund and company
investments that they should take ESG issues seriously, clearly
report on them, be responsible owners and to continuously show
positive indicators of aspiring to do the right thing.
HCP does not operate an exclusionary policy, as excluding whole
sectors or countries is not a sustainable, or reasonable approach
to its investment activities. Each fund manager or company is
assessed as an individual, taking into account the sector and
country within which they operate and their direction of travel in
ESG enhancements.
HCP seeks to ensure that all investee managers and companies
are thinking longer term and that they are also thinking about
their longer-term impacts across the spectrum of their business.
This certainly includes the negatives – such as understanding how
companies are lowering their carbon emissions, ensuring they are
not using forced or child labour in their supply chains, taking care
not to deplete natural resources, or be involved in deforestation.
But it also includes the positive impacts, for example, knowing
if a company is taking advantage of the opportunities it may
have from climate change by developing greener energies,
recycling used clothing, or designing biodegradable fabrics. HCP’s
involvement with the managers and companies is ongoing and
pushes them to manage the risks and take advantage of the
opportunities in a tailored and considered manner. A manner
that reaps longer-term benefits for the Company, as well as the
environment and the greater society.
The Board is pleased to report that the Manager has received very
positive feedback on their second submission to the UN PRI, made
in summer 2024, for both their policies and approach adopted. At
the time of publication of this Report, the Hanseatic Group is in
the process of preparing its 2025 submission to the UN PRI.
Fund investments
HCP seeks to invest in funds who are responsible owners of their
investee companies, have specific consideration as to how their
investee companies manage their ESG responsibilities and seek
to engage with those company boards, if they are failing in their
duties. Where a manager is not living up to these standards, HCP
will first seek to engage the management team and encourage
improvement. If the managers engagement is weak, or if the
communicated concerns are not sufficiently addressed and their
positive commitment to do so is not apparent, HCP’s ultimate
action would be to reduce the current investment, exit, or not
invest in the first place. Whilst HCP does not seek to exclude
fund managers that invest in sectors such as energy or countries
such as China, it would, however, expect such managers to
properly articulate how they operate in such areas and manage
the potential ESG considerations. HCP’s investment philosophy
favours those fund managers who are typically long-term in
their approach and seeks to invest in high-quality, well-managed
companies that are often higher-returning. As a result, although
we do not set limits, there is a natural bias away from these
companies and sectors that score less well on ESG metrics.
Company investments
When considering direct equity investments HCP seeks to ensure
that company management teams are responsible custodians
of their businesses, report clearly on ESG metrics and seek to
improve on those areas in which they are lagging.
Taskforce on Climate-Related Financial Disclosures
As a closed-ended investment company, HICL is exempt from the
annual reporting requirement to publish statements in line with
the Taskforce on Climate-Related Financial Disclosures’ (TCFD)
framework of recommendations and recommended disclosures.
However, considering the Board and the Manager’s approach
to responsible investing in conjunction with the Company’s
core investment objective to generate superior, but sustainable,
medium to long-term growth in shareholder value, we have
elected to provide relevant information on our approach to the
TCFD recommendations.
Governance
Strong corporate governance practices are intrinsic to how the
Board operates. The Board oversees a long-term and sustainable
approach to business strategy of the Company. This in part is
done by adopting a Responsible Investment Policy, which aims to
integrate sustainability, climate-related risks and opportunities,
social responsibility and strong governance into the Company’s
investment process. This is consistent with HCP’s approach to its
ESG assessment of fund managers and company investments.
Risk Management
Climate-related risks within the Company’s investments are
identified, assessed and managed by HCP as the Portfolio
Manager. As part of the portfolio risk management and
monitoring process, HCP combines long-term and purpose-driven
engagement with underlying fund managers and companies,
active voting and setting a clear escalation framework. This
approach aims to identify and address climate-related issues
and minimise systemic risks that may impact the assets within
the portfolio. Engagement can take several forms, including
regular and ad hoc meetings with management, formal written
Hansa Investment Company Limited Annual Report 31 March 2025
44
correspondence, or the Portfolio Manager participating in relevant
shareholder votes for current investments.
Strategy
The Company’s strategic objective is to grow its net assets
over the medium to long-term by investing in a diversified and
multi-strategy portfolio. In line with this objective, the Board
are responsible for pursuing the growth of shareholder value.
Responsible investment and the integration of ESG risks and
opportunities within the investment process is aligned with the
Company’s values and heritage. HCP becoming a signatory to UN
PRI is part of our overall strategy.
Metrics and targets
In relation to the Portfolio Manager’s investment process, a
more holistic approach is taken by assessing an investment by
their intent and direction of travel, rather than purely by specific
targeted metrics. The ESG assessment of a fund manager or
company will involve HCP developing a view by utilising their
published ESG reporting, the information received through the
due diligence and engagement processes and other external
research. The Company has no material information to report in
relation to metrics and targets.
Ocean Wilsons Holdings Limited
During our financial year, OWHL had two investments –
Ocean Wilsons Investments Limited, an investment portfolio
and a holding in Wilson Sons Holdings Brasil S.A., a Brazilian
maritime business.
From an ESG standpoint, our Portfolio Manager is also the
investment advisor to the Ocean Wilsons Investments’ portfolio.
The Board understands that our Portfolio Manager is engaging
with Ocean Wilsons Investments’ board on their Responsible
Investing Policy.
As noted in the Chairman’s report, OWHL agreed on 21 October
2024 to sell its investment in Wilsons Sons to SAS, a wholly
owned subsidiary of MSC Mediterranean Shipping Company.
The sale was subject to a number of regulatory approvals, the
final of which was received on 20 May 2025, making the sale
unconditional and it completed on 4 June 2025. Therefore, this is
the last time we will give insight into the ESG practices of Wilson
Sons. As a Board we receive periodic updates from Wilson Sons,
an operating business with several thousand employees, regarding
their business including issues relevant to ESG considerations.
Wilsons Sons is listed on the Novo Mercado (“New Market”)
B3 listed segment and is a member of the Carbon Disclosure
Project which, in partnership with companies and governments,
aims to build a truly sustainable economy, by measuring and
understanding the environmental impact. In 2023, Wilson Sons
was awarded a grade B performance in the climate change
questionnaire for the maritime transportation segment. This is
a continuation of the grade achieved in 2022, making Wilson
Sons in line with 44% of companies in the maritime sector that
publicly disclose their data to CDP. Wilson Sons continues to
focus on health & safety, staff wellbeing and the preservation of
the environment and communities they operate in. Wilson Sons
maintained its “Great Place to Work” certification from the prior
year, which is a standard of excellence for work environments. As
in many heavy industries, there is a focus on safety and improving
working practices to minimise staff injuries. Their commitment to
maintaining an increasingly safe working environment is reflected
by their continuous trend of reduction in lost-time injuries,
which in 2023 was reduced to a frequency rate of 0.20 incidents
per one million hours worked. This rate exceeds the world-
class benchmark. Additionally, the company has maintained its
commitment to proactively publish its Greenhouse Gas (GHG)
emissions inventory in the public emissions registry, a platform
managed by the Brazilian GHG Protocol programme. In 2023,
Wilson Sons maintained their gold seal by the programme.
In 2023, Wilson Sons total GHG emissions were up 4.7% over
the previous year. This performance reflects a 5.0% increase
in direct emissions (scope 1), offset by a 10.3% reduction in
indirect emissions associated with the purchase of electricity
(scope 2). Despite this, the reduction of GHG emissions remains
a focus for Wilson Sons, and they continue to look for new
technologies and processes to achieve this. Further information
can be seen in their Sustainability Report, published on their
website www.wilsonsons.com.br/en.
Environmental charitable support
The Board has continued to sponsor the Blue Marine Foundation,
an environmental charity that has direct relevance to Bermuda,
our country of domicile. Given its island status, Bermudians are
more aware than most of the marine environment. Marine life
is under threat from climate change, acidification of the sea,
pollution and invasive species. But these threats are compounded
by overfishing, which strips the ocean of life, and so reduces its
capacity to produce oxygen, absorb carbon dioxide and regulate
the climate. It’s estimated that almost 94% of commercial fish
stocks are fully or overexploited and 90% of large, predatory fish
are gone. Overfishing therefore represents a major threat for the
food security of millions and could have devastating consequences
for Earth’s climate if these ecosystems fail. Amongst many worthy
organisations, the Blue Marine Foundation is an environmental
charity dedicated to restoring the ocean to health by addressing
overfishing and supporting marine conservation projects. The
ocean is the world’s largest carbon sink: by combating overfishing
and the associated impact on the wider marine environment, the
Blue Marine Foundation aims to help life in the ocean perform
its vital function of stabilising the Earth’s climate. By partnering
with the Foundation, the Company supports their work around
the world ultimately benefiting us all and, in particular, maritime
communities like Bermuda. The Company has committed to a
charitable gift of £15,000 per annum towards Blue Marine’s work.
Streamlined Energy and Carbon Reporting (SECR) and
Greenhouse Gas Emissions (GGE)
The Company has no direct greenhouse gas emissions to report
from the day-to-day operations of its business. However, as noted
above, the attendance of Directors at Board meetings in Bermuda
means travel related carbon emissions which are “Scope 3 Indirect
Emissions” for the purposes of the SECR. The Board has further
estimated the emissions associated with the flights to be in the
region of 237 tonnes of CO2 in any ‘normal’ year.
Social, Community, Human Rights, Employee
Responsibilities Policy
The Company does not have any employees. The Company has
no direct social, community or human rights impact. Its principal
responsibility to shareholders is to ensure the investment portfolio
is properly invested and managed.
GOVERNANCE
45
Service providers
Service Provider Policy
The Company has no employees and operates through third
party service providers. The Board has contractually delegated
to external organisations the management of the investment
portfolio, the custodial services which include safeguarding of the
assets and the day-to-day accounting and company secretarial
requirements. Each of these contracts is only entered into after
proper consideration of the quality and cost of services, which are
regularly reviewed and monitored.
The key service provider relationship to the Company is
Hansa Capital Partners as the Portfolio Manager and AASP to
the Company.
The Board carries out the following activities as part of its
oversight of third party service providers:
Monitors performance, costs and commitment to a
successfully implemented controls environment
The Board, at its regular meetings, reviews reports prepared by
both the Portfolio Manager and the Administrator, which enable it
to monitor the performance and costs of the third-party suppliers
to the Company. The AASP has an ongoing dialogue with each
provider to monitor their processes and systems and, in addition,
members of the Board meet with key providers at least annually to
discuss performance.
Monitors Portfolio Manager performance
The Board reviews reports prepared by the Portfolio Manager
at its regular meetings, which enables it to monitor the
investment performance, risks and returns. The Portfolio
Manager attends each Board meeting where there is an active
dialogue on performance, process, risks and opportunities and
governance matters.
The Board identifies key controls and regularly monitors them
through compliance reports on control effectiveness.
Determines investment strategy, guidelines and restrictions
The Board determines the investment strategy in conjunction
with the Portfolio Manager. The strategy is monitored regularly
with adjustments made as required.
The Board issues formal investment guidelines and restrictions;
compliance with these is reported by the Portfolio Manager’s
compliance officer quarterly and is also monitored independently
by the Administrator.
Determines gearing levels and capital preservation through
the use of hedging instruments
The Board, taking account of advice from the Portfolio Manager,
determines the maximum level of borrowings the Company
will undertake. The Company will not invest in derivatives for
speculative gain, but may use derivatives for efficient portfolio
management and hedging purposes.
The providers
Portfolio Manager & Additional Administrative Services
Provider
Hansa Capital Partners LLP is the Portfolio Manager for the
Company. It is responsible for all assets in the portfolio, other
than the Company’s investment in OWHL. The Board is in regular
contact with the investment management team at HCP which
is led by Alec Letchfield. Additionally, Alec Letchfield is invited
to quarterly meetings of the Board to formally present portfolio
updates and discuss market trends. The Portfolio Manager’s
detailed review of the year can be found on page 8.
HCP charges a portfolio management fee at an annual rate of 1%
of the net assets of the Company (after any borrowings) and after
deducting the value of the investment in OWHL, on which no fee
is payable. The Portfolio Manager has charged £3,346,000 for the
year ended 31 March 2025 (year ended 31 March 2024: £2,950,000).
Hanseatic Asset Management LBG, a company connected to
Hansa Capital Partners, which is also the Alternative Investment
Fund Manager (AIFM), separately charges an investment
management fee to the investment subsidiary of OWHL.
The terms of the Portfolio Management Agreement permit either
party to terminate the agreement by giving to the other not less
than 12 months’ notice, or such shorter period as is mutually
acceptable. There is no agreement between the Company and
the Portfolio Manager concerning compensation in respect to
the termination of the agreement. In its annual assessment of the
Portfolio Manager, the Board concluded that, because of the skills
and experience of the management team it is in the best interest
of shareholders that the Portfolio Manager remains in place under
the present terms. Details of the fees paid to the Portfolio Manager
can be found in Note 3 to the Financial Statements.
HCP also acts as the AASP to the Company. This role ensures a
number of the day-to-day processes for the Company are carried
out, as well as providing oversight of, and a liaison between, a
number of the Company’s service providers and the Company
itself. HCP is paid £115,000 per annum for this service (year ended
31 March 2024: £115,000).
Auditor
The Company’s independent Auditor is PricewaterhouseCoopers
LLP (“PwC UK”), a firm registered in the United Kingdom. PwC
UK was appointed as Auditor for the Company’s 2024/2025
Financial Year and replaced PricewaterhouseCoopers Ltd of
Bermuda who previously audited the Company since inception.
The change of lead Audit firm was made to improve efficiency
of the audit. Auditor independence rules restrict the amount
and type of non-audit related work that can be performed by a
company’s Auditor. Any non-audit related work must be pre-
approved by the Board. PwC UK did not provide any non-audit
services in the year. Further information is given on pages 59
and 60.
Company Secretary
The Company has engaged Conyers Corporate Services (Bermuda)
Limited (“Conyers”) as its Company Secretary. During the year to
31 March 2025, Conyers charged £15,000 (year ended 31 March
2024: £15,000).
Hansa Investment Company Limited Annual Report 31 March 2025
46
Alternative Investment Fund Manager
As a Bermudan resident, the Company is a non-UK Alternative
Investment Fund (AIF) under the UK Alternative Investment
Fund Manager’s Directive (UK AIFMD). As such, the Company
and the AIFM are subject to a more limited set of UK AIFMD
requirements, which are largely in relation to marketing the
Company’s shares into the UK. The Company appointed Hanseatic
Asset Management LBG, with effect from 29 August 2019, to act
as its AIFM, with responsibilities for the Portfolio Management
and Risk Management functions. The AIFM has delegated the
provision of Portfolio Management services to Hansa Capital
Partners LLP, but remains responsible for the Risk Management
function. The AIFM does not charge a direct fee for its services,
although it does recharge any third-party fees incurred.
Administrator
The Company engaged Apex Fund Administration Services
(UK) Ltd as its Administrator. The Administrator has charged
£165,000 for the year ended 31 March 2025 (year ended 31 March
2024: £154,000). Following a review of services, the Company
has replaced Apex as the Company’s Administrator with Juniper
Partners with effect from 1 April 2025.
Custodian
The Company has engaged Banque Lombard Odier & Cie SA as
the Company’s Custodian. During the year to 31 March 2025,
Lombard Odier charged £205,000 for the custodial service (year
ended 31 March 2024: £184,000).
Registrar
The Company has engaged Computershare Investor Services
(Bermuda) Limited (“Computershare”) as the Company’s Registrar.
During the year, the total Registrar charges were £61,000 for the
year ended 31 March 2025 (year ended 31 March 2024: £80,000).
GOVERNANCE
47
Corporate Governance Code
Internal Controls
The UK Corporate Governance Code (“UK Code”), requires the
directors of UK listed companies to review the effectiveness of
the company’s risk management and system of internal controls
on an annual basis. The Board is committed to sound corporate
governance, robust risk management processes and effective
systems of internal controls. The Board reviews and considers the
effectiveness of internal controls regularly and review exception
reporting at least quarterly. The Directors, through the procedures
outlined below, keep the system of risk management and internal
controls under review.
The Board recognises its ultimate responsibility for the
Company’s system of risk management and internal controls
and for monitoring their effectiveness. In order to perform this
responsibility the Board receives regular reports on all aspects
of risk management and internal control from the Company’s
service providers (including financial, operational and compliance
controls, risk management and relationships with other service
providers); the Board will instigate necessary action in response to
any significant failings or weaknesses identified by these reports.
Financial Reporting
The Board has a responsibility to present a fair, balanced and
understandable assessment of annual, half-year and other price
sensitive public reports and reports to regulators, as well as
to provide information required to be presented by statutory
requirements. To ensure this responsibility is fulfilled, all
such reports are reviewed and approved by the Board prior to
their issue.
Other than the Company’s announcement on 17 June 2025
of a Possible Combination with OWHL, the outcome of such
discussions not being known at the time of publishing this Report,
the Board confirms there have been no other specific events since
31 March 2025, of which the Board is aware, which would have a
material impact on the Company.
Compliance with the provisions of the UK
Corporate Governance Code
The Board of Hansa Investment Company has considered
the Principles and Provisions of the AIC Code. The AIC Code
addresses the Principles and Provisions set out in the UK Code,
as well as setting out additional Provisions on issues that are of
specific relevance to the Company.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the FRC
in the UK, provides more relevant information to shareholders.
The Board notes the release of the new AIC Code in August 2024
for accounting periods beginning on or after 1 January 2025.
Therefore, references to the AIC Code in this Annual Report
refer to the previous Code document released by the AIC in
February 2019.
The Company has complied with the Principles and Provisions of
the AIC Code.
The AIC Code is available on the AIC website (www.theaic.
co.uk). It includes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the UK Code to make them
relevant for investment companies.
Association of Investment Companies Code
The AIC Code has 17 principles. The Company sets out below how
it has complied with the Principles and Provisions:
Board Leadership and Purpose
A. A successful company is led by an effective board, whose
role is to promote the long-term sustainable success
of the company, generating value for shareholders and
contributing to wider society.
The Board is formed of five Directors with a complementary
mix of skills and experience to lead the Company. All have
significant and relevant experience. All Directors are focused
on generating long-term value for shareholders and there is
significant share ownership in the Company’s shares amongst
the Directors. The Board engages at least quarterly with its
Portfolio Manager challenging performance, process, risk, cost
and strategy.
B. The board should establish the company’s purpose, values
and strategy, and satisfy itself that these and its culture
are aligned. All directors must act with integrity, lead by
example and promote the desired culture.
The Board believes that the Company’s purpose, values and
strategy are clear: to create long-term growth of shareholder
value. The Board fosters a culture that is open to new ideas
and is able to influence its service providers through effective
challenge and regular robust review of performance. The
Board sets the standard for openness and professionalism
that the Company’s key service providers follow. In particular,
there is regular interaction between the Board and the
Company’s Portfolio Manager and also the AASP for day-to-
day liaison with other service providers.
C. The board should ensure that the necessary resources
are in place for the company to meet its objectives and
measure performance against them. The board should
also establish a framework of prudent and effective
controls, which enable risk to be assessed and managed.
The Board, through the work of its Committees and regular
Board meetings ensures regular measurement against the
Company’s objectives. The adequacy and effectiveness of
internal controls is considered at each Board meeting.
Corporate Governance Report
Hansa Investment Company Limited Annual Report 31 March 2025
48
D. In order for the company to meet its responsibilities to
shareholders and stakeholders, the board should ensure
effective engagement with, and encourage participation
from, these parties.
The Board considers its stakeholders to be its shareholders
and its key service providers. The Board is committed to
transparent reporting in all its communications. It actively
engages with shareholders via an annual general meeting,
periodic shareholder presentations, the next of which will
be held on 23 September 2025, quarterly factsheets, website
communication and with feedback also received through
outreach programmes by the Company’s broker and Portfolio
Manager, as well as direct one-to-one correspondence. The
Board engages with other key service providers through the
operations of its AASP on a day-to-day basis, as well as via at
least one annual meeting with each to ensure accountability
and value-added performance.
Principle E is omitted by the AIC Code.
Division of Responsibilities
F. The chair leads the board and is responsible for its
overall effectiveness in directing the company. They
should demonstrate objective judgement throughout their
tenure and promote a culture of openness and debate. In
addition, the chair facilitates constructive board relations
and the effective contribution of all non-executive
directors, and ensures that directors receive accurate,
timely and clear information.
The Chairman is Jonathan Davie. The Chairman promotes and
encourages active participation from all Directors at Board
meetings. Further, whilst adhering to membership guidelines,
sub-committees also seek to include as many Directors as
possible to ensure a broad range of views. All Directors receive
regular monthly and quarterly information prepared by the
Portfolio Manager and Administrator, as well as portfolio
performance presentations from the Portfolio Manager.
G. The board should consist of an appropriate combination
of directors (and, in particular, independent non-executive
directors) such that no one individual or small group of
individuals dominates the board’s decision making.
The Board consists of five Directors. All have a financial
background, as set out in their individual biographies on page
40, but each brings complementary individual expertise.
Four Directors are deemed independent. The fifth, William
Salomon, is the Senior Partner of the Company’s Portfolio
Manager and, therefore, is deemed non-independent. All
Directors are actively involved in decisions and committees
unless conflicts exist which preclude this. Accordingly,
Mr Salomon does not participate in the evaluation of the
performance of the Portfolio Manager due to his role as senior
partner of that firm. Nor does he participate in decisions
regarding the Company’s largest asset (by value) OWHL, due
to him being a director of that company. Finally, Mr Salomon
is not a member of the Audit, Nomination or Remuneration
Committees due to his non-independent status, although
he does attend meetings of those Committees. The
culture of open and honest communication and forthright
discussion means no individual or small group dominate
decision making.
The Board has decided to not appoint a Senior Independent
Director (SID) from the three independent directors (i.e.
excluding Jonathan Davie given his position as Chairman). The
Board consists of a small number of individual directors with
well-structured and clearly defined Committees. As a result,
it was felt that presently the role of the SID is unnecessary
given many of its functions clearly sit with existing Committee
Chairs. However, this decision will be reviewed annually.
H. Non-executive directors should have sufficient time to
meet their board responsibilities. They should provide
constructive challenge, strategic guidance, offer specialist
advice and hold third party service providers to account.
The Directors confirm they have sufficient time to meet their
responsibilities. Directors consult with the Company before
accepting other appointments, to confirm capacity to do
so and that no conflict exists. In considering appointments
and potential conflicts of interests the Board considers
the available time each Director has to commit to the
Company. A formal calendar exists for the Board meetings
and sub-committees. Ad-hoc meetings may be arranged
without advance materials for time-sensitive matters. The
Portfolio Manager and AASP report to scheduled Board
meetings, giving the Directors the opportunity to challenge
performance, raise issues and offer guidance.
I. The board, supported by the company secretary, should
ensure that it has the policies, processes, information,
time and resources it needs in order to function effectively
and efficiently.
The Company Secretary and AASP support the Board
in identifying and monitoring all governance matters.
Additionally, Directors are able to consult external
professional advisors to assist them in the performance
of their duties as and when required. Board reporting and
materials are refined on an ongoing basis.
Composition, succession and evaluation
J. Appointments to the board should be subject to a formal,
rigorous and transparent procedure, and an effective
succession plan should be maintained. Both appointments
and succession plans should be based on merit and
objective criteria and, within this context, should promote
diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths.
The Board has appointed a Nomination Committee chaired
by an independent director, Simona Heidempergher. The
Nomination Committee conducts a formal due diligence
process on all appointments and considers annually the
continued suitability and performance of directors. The
Company believes a diverse Board brings many benefits and,
as such, there is no restriction placed on Board membership.
Inclusivity, diversity, variety of experience and personal
strengths are all incorporated in the decision making for
director selection and succession planning. The Company
will appoint an external Executive Search agency to assist the
Nominations Committee with the appointment of a director.
The Executive Search agency will be briefed on the Company’s
policy for board composition before any search.
GOVERNANCE
49
K. The board and its committees should have a combination
of skills, experience and knowledge. Consideration should
be given to the length of service of the board as a whole
and membership regularly refreshed.
The Directors have a broad range of backgrounds including
investment management, finance and banking as well as
operational experience. Biographies of all Directors are shown
earlier on in the Report. Each director retires and is subject
to re-election at the AGM. The decision to propose directors
for Nomination at the AGM is made by the Nomination
Committee. The Nomination Committee is tasked with
maintaining a broad range of skills and experiences at times
of succession.
L. Annual evaluation of the board should consider its
composition, diversity and how effectively members
work together to achieve objectives. Individual evaluation
should demonstrate whether each director continues to
contribute effectively.
The Nomination Committee is responsible for the ongoing
consideration of Board composition and to identify any
skills gap, now or in the future. The Nomination Committee
considers Board effectiveness annually.
Audit, risk and internal control
M. The board should establish formal and transparent
policies and procedures to ensure the independence and
effectiveness of external audit functions and satisfy itself
on the integrity of financial and narrative statements.
The Board has specifically delegated the appointment and
monitoring of the Company’s external Auditor to its Audit
Committee. The Company’s Auditor,
PwC UK
, was appointed
in August 2024. The tender process was led by the Chairman
of the Audit Committee. The Audit Committee considers the
independence and effectiveness of the external Auditor at
least annually. The Company’s Auditor does not provide other
services to the Company. The Company rigorously follows
policy and procedure to ensure effectiveness of the external
audit and integrity of financial reporting. Refer also to the
Audit Committee Report.
N. The board should present a fair, balanced and
understandable assessment of the company’s position
and prospects.
The Board considers and approves all relevant shareholder
communications. The Annual and Half-Year Reports are
reviewed by the Board to ensure they present a fair and
balanced view including commentary on going concern
and long-term viability. The Audit Committee considers the
fairness of the Financial Statements before recommending
them to the Board for approval.
The Annual and Half-Year Reports provide fair, balanced and
understandable commentary on the Company’s performance
and prospects.
O. The board should establish procedures to manage risk,
oversee the internal control framework, and determine
the nature and extent of the principal risks the company
is willing to take in order to achieve its long-term strategic
objectives.
Principal risks are identified by the Board and risk appetite
established against these risks. Day to day risk management
is undertaken by the Portfolio Manager and AASP within
the parameters established by the Board. The Board meets
with the Portfolio Manager at each scheduled Board meeting
where there is opportunity to discuss particular aspects
of the portfolio and associated risks. Operational risk and
compliance reporting are also regularly discussed by the
Board. Emerging risks are monitored and incorporated into
the risk appetite framework as they arise.
Remuneration
P. Remuneration policies and practices should be designed
to support strategy and promote long-term sustainable
success.
The remuneration of Directors is overseen by the
Remuneration Committee, chaired by Simona Heidempergher.
The Directors each receive a fixed annual fee and do not
receive any additional element based on performance of the
Company. Additionally, Directors offer themselves annually for
re-election at the Company’s AGM.
Q. A formal and transparent procedure for developing policy
on remuneration should be established. No director should
be involved in deciding their own remuneration outcome.
The Directors’ Remuneration Report notes that each
Director is paid a fixed fee representative of their roles
and additional responsibilities on the Board. This fee level
is reviewed by the Remuneration Committee annually
considering performance, time commitments and market
conditions. Recommendations are made to the Board for
approval. Further detail is provided in the Remuneration
Committee Report.
R. Directors should exercise independent judgement and
discretion when authorising remuneration outcomes,
taking account of company and individual performance,
and wider circumstances.
Performance, individual contribution and market conditions
are all considered when setting directors’ fees.
Compliance with The Financial Conduct Authority
Listing Rules
The Directors are responsible for ensuring that:
• Adequate accounting records are kept, that are sufficient to
show and explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the Financial
Statements are consistent with the relevant requirements under
the UK Companies Act 2006.
• The assets of the Company are safeguarded; and for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
• The Report of the Directors and other information included
in the Annual Report is prepared in accordance with both
Company Law in Bermuda and, where required, the UK. The
Directors are also responsible for ensuring the Annual Report
includes information required by the Listing Rules of the FCA.
• The Company has effective internal control systems, designed
to ensure that adequate accounting records are maintained; and
that financial information on which the business decisions are
Hansa Investment Company Limited Annual Report 31 March 2025
50
made, which is issued for publication, is reliable. Such a system
of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss.
• The Company Financial Statements for each financial year are
prepared in accordance with International Financial Reporting
Standards (IFRS). IFRS means standards and interpretations
issued (or adopted) by the International Accounting Standards
Board (IASB). The Directors must not approve the Financial
Statements unless they are satisfied they give a true and fair
view of the state of affairs and profit or loss of the Company for
that period.
In preparing these Financial Statements, the Directors are
required to:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable
and prudent;
• state whether they have been prepared in accordance with
International Financial Reporting Standards; and
• prepare the Financial Statements on the going concern
basis, unless it is inappropriate to presume the Company will
continue in business.
Under the FCA Listing Rules and the UK Code, the Board is
responsible for:
• disclosing how it has applied the principles and complied with
the provisions of the AIC Code and, thereby, the UK Code, or
where not, to explain the reasons for divergence; and
• reviewing the effectiveness of the Company’s systems of risk
management and internal controls.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website: www.HansaICL.com. Visitors to the website
need to be aware that legislation governing the preparation
and dissemination of the Financial Statements may differ from
legislation in their own jurisdictions.
Responsibility statement
The Directors confirm that:
• The Financial Statements are prepared in accordance with
applicable international accounting standards and present
fairly, in all material respects, the financial position of Hansa
Investment Company.
• The Strategic Report, including the Chairman’s report and
the Report of the Directors includes a fair review of the
development and performance of the business and the position
of the Company, together with a description of the principal
risks and uncertainties it faces.
The Directors consider the Annual Report and Financial
Statements, taken as a whole, are fair, balanced and
understandable. Further commentary demonstrating the
Company’s performance, business model and strategy has been
included within the Annual Report.
For and on behalf of the Board
Jonathan Davie
15 July 2025
GOVERNANCE
51
Annual statement
The Company has five non-executive Directors. The Board has appointed a Remuneration Committee. The Chairman of this Committee
is Simona Heidempergher. All independent members of the Board are members of the Remuneration Committee. William Salomon
attends the Committee but is not a member.
Other than Pedro Goncalves who was appointed on 6 February 2025, each of the Directors serving at the year-end was initially
appointed during June 2019 following the creation of the Company. Each Director presents themselves for annual re-election at the
Company’s AGM.
Policy on Directors’ remuneration
The Board’s policy is that the remuneration of non-executive Directors should be a fixed-fee only. This fee should reflect the experience of
each director, time commitment required to fulfil the role, market conditions, financial and reputational risks undertaken and additional
responsibilities. The remuneration does not include a performance related element and Directors do not receive bonuses, share
options, pensions or long-term incentive schemes. The aggregate remuneration of the Board will be kept within the limits set out in the
Company’s Bye-laws, as amended from time to time.
In assessing current and future levels of director compensation, the Remuneration Committee seeks external comparative information,
such as the use of independent external surveys. This includes the fees paid by other similar companies (both industry and jurisdiction),
seeking input from recruitment specialists familiar with the external market, assessing the time commitment for each of the Directors
in their appointed roles and considering the responsibilities their roles bring. The increasing demands being placed on all NEDs by
shareholders, regulators and markets are also factored.
The fees for the non-executive Directors are within the limits (maximum total fee of $600,000) as set out in the Company’s Bye-laws. The
maximum is set as a USD amount. The equivalent is £465,000 if translated at the applicable rate on 31 March 2025.
The Remuneration Committee has reviewed the Directors’ salaries against available comparables during the year. As advised in the 2024
Annual Report, the Directors’ annual salaries were to be $415,000 from 1 April 2024. The Committee concluded that Directors’ salaries
were to remain unchanged during the remainder of the financial year to 31 March 2025 and to increase from 1 April 2025. The new total
annualised salary from 1 April 2025 is $465,000.
Directors’ service contracts
It is the Board’s policy that every Director has a service contract. None of the service contracts is for a fixed term. The terms of
appointment provide that a Director shall retire and be subject to re-election at the first AGM after appointment. The Board has decided
each Director will retire annually at the AGM and seek re-election as appropriate. The terms also provide that either party may give three
months’ notice. In certain circumstances a Director may be removed without notice and compensation will not be due on leaving office.
There are no agreements between the Company and its Directors concerning compensation for loss of office.
Policy for notice periods
The current Directors’ service contracts stipulate three months’ written notice to be given by either the Director or the Company to
terminate the services of a Director. The Board consider this is sufficient notice to ensure an orderly hand over between the parties.
Shareholders’ views on remuneration policy
The formal views of unconnected shareholders have not been sought in the preparation of this policy.
Employees
The Company does not have any employees, only non-executive Directors.
Directors’ Remuneration Report
Hansa Investment Company Limited Annual Report 31 March 2025
52
Annual report on remuneration
Directors’ Emoluments (Audited)
The Company does not have any employees, only non-executive Directors who receive only a basic fee, plus repayment of expenses
incurred in the course of performing their duties. Therefore, the use of the detailed remuneration table, as prescribed in the legislation, is
not appropriate here. A condensed table showing the information relevant to the Directors’ remuneration is shown in its place.
The Directors who received fees during the year received the following emoluments in the form of fees. For clarity, these amounts are
quoted in the currency as per their service contract. The Director’s remuneration is set in USD, as is common for most Bermudan
companies. The following table notes the Directors current annual fee as at 31 March 2025. It also notes their fee, in USD, for the current
and prior financial years. The equivalent Sterling fees are shown as converted at the relevant pay date of each fee:
2025
fee
$000
2025
fee
£000
2024
fee
$000
2024
fee
£000
Jonathan Davie (Chairman) 110 85 100 79
Simona Heidempergher 90 71 80 65
Richard Lightowler 100 77 90 71
William Salomon
1
25 19 25 20
Pedro Goncalves
2
13 10 - -
Nadya Wells
3
31 24 80 63
369 286 375 298
1
William Salomon is not considered independent due to his role with the Company’s Portfolio Manager and is also excluded from decisions relating to the
Company’s Strategic holding in Ocean Wilsons Holdings Limited. As such, he receives a reduced fee which was not increased during the year.
2
Pedro Goncalves joined the Board on 6 February 2025.
3
Nadya Wells retired as a Director at the Company’s 2024 AGM on 2 August 2024.
The Company also pays the expenses of the Directors to attend the Board meetings. Directors’ travel costs incurred during the year were
£178,000 (2024: £126,000).
Statement of shareholder voting
Votes in respect of the resolution to approve the Directors’ Remuneration Report at the Company’s AGM in August 2024 were cast
as follows:
No. of
shares
voted
% of
votes
cast
Votes cast in favour 21,715,112 99.88
Votes cast against 25,028 0.12
Total votes cast 21,740,140 100.00
Votes withheld 0 0.00
Directors’ interests (audited)
Directors must seek permission from the Chairman before trading in shares, taking note of any Closed Periods. Other than that, there are
no specific rules on Directors’ shareholdings.
GOVERNANCE
53
The interests of Directors and their connected parties in the Company at 31 March 2025 are shown below:
Ordinary shares
of 1p each
‘A’ non-voting ordinary shares
of 1p each
Nature of
interest2025 2024 2025 2024
Jonathan Davie 45,000 45,000 230,000 230,000 Beneficial
William Salomon 11,169,345 11,169,345 3,587,123 3,587,123 Beneficial
Simona Heidempergher 6,400 6,400 – – Beneficial
As at 15 July 2025, the date of signing of these Annual Financial Statements, there were no changes to report to the Directors’ holdings.
William Salomon is the senior partner of Hansa Capital Partners LLP. Fees payable to Hansa Capital Partners LLP amounted to
£3,461,000 (including Portfolio Management and AASP functions). During the year, no rights to subscribe for the shares of the Company
were granted to, or exercised by Directors, their spouses or infant children.
Your Company’s performance
The graph below shows the ten-year cumulative total return to shareholders:
-20%
0%
20%
40%
60%
80%
100%
Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23 Mar 24 Mar 25
NAV Cum Income TR Ord Share TR A Ord Share TR
Hansa Investment Company Limited Annual Report 31 March 2025
54
Directors’ attendance
The Directors meet as a Board on a quarterly basis and at other times as necessary and the table below sets out the main Board, Strategy
and Audit Committee meetings. Additionally, there have been numerous Committee and operational meetings which have been omitted
for brevity.
Board
1
Strategy
Day
Audit
Committee
Number of Meetings 5 1 2
Jonathan Davie 5 1 2
Simona Heidempergher 5 1 2
Richard Lightowler 5 1 2
William Salomon
2
5 1 2
Nadya Wells
3
1 - -
Pedro Goncalves
4
1 1 -
1
“Board” includes full, timetabled, meetings of the Board, of which there were five held during the year. There have been a number of ‘other’ meetings and
Board calls to discuss aspects of the Potential Combination as well as to consider and approve operational requirements for the Company, such as quarterly
dividends. These ‘other’ meetings are arranged as and when required and require the meeting to be quorate but not necessarily attended by all Directors.
2
William Salomon is deemed to not be independent. Therefore, he attends as an observer of the Audit and Remuneration Committees but is not a committee
member. Further, he attends the Management Engagement Committee when the majority of Service Providers are discussed but exempts himself when the
performance of the Portfolio Manager is discussed due to his position as its Senior Partner.
3
Nadya Wells retired as a director of the Company effective 4 August 2024
4
Pedro Goncalves joined the Company as a director on 6 February 2025.
Management Engagement (1), Nomination (4) and Remuneration (1) Committee meetings omitted for brevity.
On behalf of the Board, I confirm that the above Report on Directors’ Remuneration summarises, as applicable, for the year ended 31
March 2025:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which those changes occurred and decisions have been taken.
An Ordinary resolution for the approval of this Report will be put to shareholders at the forthcoming AGM.
For and on behalf of the Board
Simona Heidempergher
Chairman of the Remuneration Committee
15 July 2025
GOVERNANCE
55
Simona Heidempergher is the Chairman of the Nomination Committee. The Committee was previously chaired by Nadya Wells until
14 June 2024 when the Board appointed Ms Heidempergher to chair the Committee and to lead the search for a new independent
director following Ms Wells’ decision to not stand for re-election. All independent members of the Board are members of the Nomination
Committee. William Salomon attends the Committee but is not a member.
Role
The Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes
recommendations to the Board with regard to any changes, as necessary. It also considers succession planning of directors, taking into
account tenure and performance of board members as well as challenges and opportunities facing the Company, and what skills and
expertise are, therefore, needed on the Board in the future. If a skills-gap or pending vacancy is identified, the Committee is responsible
for identifying and nominating candidates to fill Board vacancies as and when they arise.
Appointments are made after consideration of the skills and experience needed by the Board and against objective criteria in accordance
with the AIC Code. The Board considers it is of paramount importance to shareholders that, after consideration of the skills and
experience needed by the Board, candidates are chosen on the basis of their contribution to the Company’s needs and that there should
be no discrimination in the choice of Directors for any reason. The Nomination Committee pays due regard to the rules published by
the Financial Conduct Authority in April 2022 in respect of diversity and inclusion on company boards and executive management. The
Company believes a diverse Board brings many benefits and, as such, there is no restriction placed on Board membership. Selection
and appointment will continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an
appropriate balance of knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.
The Board has determined that all Directors will retire and offer themselves for re-election each year at the AGM and this policy includes
any Directors appointed during the year. The Committee reports its recommendations to the Board for final approval.
Activities during the year
The Nomination Committee formally met four times during the year. The Committee maintained a Skills Matrix to summarise the
knowledge, skills, experience and overall competence of each Director. This included anonymised feedback from the other Board
members as well as feedback from each individual Director themselves. The Skills Matrix considers a wide range of relevant factors when
assessing individual and collective competence including knowledge, skills, experience, diversity, geographic considerations, other time
and business commitments, as well as their overall performance and contribution during the period in relation to their specific role.
Following its review, and in line with the small size, structure and nature of the Company, the Committee concluded that each Director
continued to contribute as required, and the Board continued to operate effectively.
The Committee’s main focus during the financial year was to find and appoint a new independent director following Nadya Wells’
decision to not stand for re-election at the 2024 AGM due to additional professional commitments. The Committee, under the leadership
of Simona Heidempergher, defined the broad scope of the knowledge, skills, experience, diversity, geographic considerations, other time
and business commitments desirable in a potential candidate. The Committee then met with prospective Executive Search agencies,
appointing Schulthess Zimmermann & Jauch (SZ&J), to begin the search. SZ&J then prepared a long-list of potential candidates for
further consideration and internal discussion with the Committee members. The long-list was subsequently whittled down to a short-list
of four candidates through the process of online and face-to-face interviews. The remaining four candidates on the short-list were then
interviewed a second time by all of the Directors. The Committee was supported by the Company Secretary, the AASP, with technical
support of the Company’s lawyers to consider any technical or operational issues associated with particular candidates. Particular
attention was paid to any tax jurisdictional issues raised by any of the candidates.
The Committee then met for a final time to discuss the four remaining candidates before selecting their preferred candidate, Pedro
Goncalves.
The Directors acknowledge that, with the appointment of Mr Goncalves, it would mean the Company would not continue to meet some
elements of the diversity criteria defined by the UK Listing Rules which it had previously achieved. However, the Directors felt that Mr
Goncalves was the best candidate bringing additional experience and knowledge to the Board. Further, the Board composition does
demonstrate a diversity of background, a broad base of experience and critical thinking which the Board considers to be of paramount
importance to the Company and its shareholders.
Pedro Goncalves was officially appointed by the Board on 6 February 2025.
Following the annual review of Board Skills, the Nomination Committee was supportive of re-appointing the Directors to the Board
within the 2025 AGM.
Nomination Committee Report
Hansa Investment Company Limited Annual Report 31 March 2025
56
Succession planning and Board recruitment policy
With the exception of Pedro Goncalves, the current Directors were all originally appointed in June 2019. As part of the Skills Matrix
utilised to evaluate Board composition, the Board notes the number of years each Director has served and their expected date of
retirement. While the Board does not consider the length of tenure to have a direct negative correlation to the Directors’ performance
and contribution, the Nomination Committee remains cognisant of the AIC recommendations and therefore still considers this
element as part of its overall succession planning. The Company’s policy on Board Composition remains unchanged. Namely that,
after consideration of the skills and experience needed by the Board, candidates are chosen on the basis of their contribution to the
Company’s needs and that there should be no discrimination in the choice of Directors for any reason. Selection and appointment will
continue to be based on merit and against a skills matrix to ensure the overall composition of the Board has an appropriate balance of
knowledge and experience, whilst remaining cognisant of the relevant geographic and diversity considerations.
For and on behalf of the Board
Simona Heidempergher
Chairman of the Nomination Committee
15 July 2025
GOVERNANCE
57
The Directors have chosen to report on some items within the body of the Strategic Review or Governance sections of the Report, while
others remain within the Report of the Directors.
Items included within Strategic Review or Governance sections
The following items are listed within the Strategic Review or Governance sections:
• Statement of the existence of qualifying indemnity provisions for Directors.
• Dividend policy and payments made during the year. In particular, this is disclosed in the Chairman’s report.
• Names of Directors, at any time in the year and the Directors’ details and attendance at Company meetings.
• Streamlined energy and carbon reporting and greenhouse gas emissions.
• Stakeholder engagement – while the Company has no employees, suppliers or customers, the Directors give regular consideration to
the need to foster the Company’s business relationships with its stakeholders, in particular with shareholders and service providers.
The effect of this consideration upon the principal decisions taken by the Company during the financial year is set out in further detail
on page 33.
Items reported within the Directors’ Report
Disclosure to the Auditor of Relevant Audit Information
The Directors confirm that, so far as they are aware, having made such enquiries and having taken such steps as they consider they
reasonably ought, they have provided the Auditor with all the information necessary for it to be able to prepare its Report. In doing so
each Director has made themself aware of any information relevant to the Audit and established that the Company’s Auditor is aware of
that information. The Directors are not aware of any information relevant to the Audit of which the Company’s Auditor is unaware.
Board composition and diversity
The Board recognises and is supportive of the new FCA Listing Rules (LR 9.8.6(9)) which aim to improve transparency on the diversity
of company boards and executive management teams and was implemented for accounting periods starting on or after 1 April 2022.
Accordingly, boards of UK incorporated companies are required to report annually on whether the specific FCA targets have been met,
and if they have not been met, the reasons why. The targets applicable to the Company are:
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one individual on its board of directors is from a minority ethnic background.
The tables below set out the gender and ethnic diversity composition of the Board as at 31 March 2025. As reported in the 2024 Annual
Report, Nadya Wells had decided to not stand for re-election at the Company’s 2024 AGM. Following her departure from the Board,
Simona Heidempergher was appointed to chair the Nomination Committee and, with it, lead the executive search process to find
appoint a suitable candidate to the Board. More detail can be found in the Nomination Committee Report on page 55.
On 6 February 2025, Pedro Goncalves was appointed to the Board.
The Directors acknowledge that, with the appointment of Mr Goncalves, it would mean that the Company would not continue to meet
some elements of the diversity criteria defined by the UK Listing Rules which it had previously achieved. However, the Directors felt that
Mr Goncalves was the best candidate bringing additional experience and knowledge to the Board. Further, the Board composition does
demonstrate a diversity of background, a broad base of experience and critical thinking which the Board considers to be of paramount
importance to the Company and its shareholders.
As required by the Listing Rules, the Board reports that one of the five Directors is a woman (20%) but no members of the Board are from
minority ethnic backgrounds as defined by the Listing Rules. Whilst LR 9.8.6(9)(a)(ii)) is not applicable to a closed-ended investment
company, but it should be noted that two of the four Committee Chairmanships are held by a woman.
As per LR 9.8.6(10), numerical data is disclosed in the tables below, which shows the Company’s compliance with the above FCA targets.
Report of the Directors
Hansa Investment Company Limited Annual Report 31 March 2025
58
Gender Diversity
Number of
Board
members
Percentage
of the
Board
Men 4 80%
Women 1 20%
Other - -
Not specified/prefer not to say - -
Ethnic Diversity
Number of
Board
members
Percentage
of the
Board
White British or other White (including minority-white groups) 5 100%
Mixed/Multiple Ethnic Groups - -
Asian/Asian British - -
Black/African/Caribbean/Black British - -
Other ethnic group, including Arab - -
Not specified/prefer not to say - -
Note, the format and information supplied in the above tables are as prescribed by the FCA’s Listing Rules. HICL is a Bermudan
incorporated, externally managed closed-ended investment company with three of its five Directors being international and not resident
in the UK. Further, HICL does not have any employees or appoint executive board positions.
This data was provided by the individual Directors, at the request of the Committee, asking them to indicate how the Company should
categorise their ethnic background for the purposes of the FCA requirements of Board diversity.
The Board has also elected to not formally appoint one of the independent directors as a Senior Independent Director for the time being.
Capital Structure
The Company’s Capital Structure is described in the “Shareholder Profile and Engagement” section.
Corporate Governance Report
The Corporate Governance Report, including the Financial Risk Management Review of the Company, is included in this Report.
Approval of the Directors
The Directors consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Further
details demonstrating the Company’s performance, business model and strategy have been included within the Strategic Report.
For and on behalf of the Board
Jonathan Davie
Chairman
15 July 2025
GOVERNANCE
59
The Audit Committee comprises solely independent Directors, as required by the AIC Code and endorsed by the FRC. It is chaired by
Richard Lightowler. Given the size of the Board and the range of experience they bring, all non-committee Directors are invited to attend
the Audit Committee meetings. However, only the independent member Directors are able to vote. Recommendations of the Audit
Committee are brought before the whole Board for discussion and ratification.
The Audit Committee ensures fair, balanced and understandable reporting of Company results.
The principal roles of the Audit Committee are to ensure that:
• the integrity of financial reporting within the Annual and Half-Year Reports taken as a whole are fair, balanced and understandable and
provide information necessary for shareholders to assess the Company’s performance, business model and strategy;
• the independence, objectivity and effectiveness of the external Auditor is maintained and monitored. The Committee also reviews the
external Auditor’s performance in terms of quality and value; and
• the financial reporting internal controls system of the Company are adequate and effective.
Financial Reporting and Internal Controls
In discharging its duties and, in particular, matters relating to the approval of the Annual Report, Half-Year Report and the review of
the Company’s internal controls, the Committee considers reports and presentations made by the Company’s Auditor, Administrator,
Company Secretary, AASP (including those of its Compliance Officer) and legal advisers.
In its review of the Financial Statements, the Committee pays particular attention to the ownership of assets, the valuations of the
portfolio and recognition of income. In this regard we receive regular reporting from the Portfolio Manager and AASP, including reports
on the effectiveness of internal controls in these areas. In addition, the Committee discusses with, and receives reports from, the Auditor
on the nature and scope of work performed on valuation and ownership of assets and on income recognition.
The Company’s Custodian confirms title of all assets in its custody. In its consideration of valuations, the Committee notes that 77% of
the Investment Portfolio by value is held in assets that are either traded or listed on an exchange or are cash. Further, of the remaining
23% unquoted fund investments, the majority primarily hold traded securities. Valuations for these funds are supplied by third party
managers. The Audit Committee recognises that 59% of the total portfolio assets are Level 1 and 39% are Level 2 securities. Given the
significant level of externally valued assets, the Committee is satisfied with the valuation process. There is very limited management
judgement in determining valuations. The Company holds approximately £9m (2%) in private assets carried at valuations determined by
the investment manager. The Audit Committee considers the work done by the Portfolio Manager, including obtaining audited NAVs and
the work of the external Auditor in its assessment of fair values reported. Revenue recognition does not involve significant judgement or
the use of estimates.
The Audit Committee also considers the potential need for an internal audit function on an annual basis, recognising the FRC guidance
on proportionality. The Audit Committee considers internal compliance testing at the Administrator and Portfolio Manager to be
sufficiently independent and robust to negate the need for a standalone internal audit function.
No material control weaknesses or incidents of potential fraud were identified. The Company’s service providers implement clear
whistleblowing, anti-bribery and corruption policies. The Company received direct reporting from service providers on internal controls
and audit reports on their internal controls.
The Committee is authorised by the Board to investigate any activity within its terms of reference, to seek any information it requires
from any officer or service provider to the Company, to obtain outside legal or other independent professional advice and to secure the
attendance of third parties with relevant experience and expertise if it considers this necessary.
The Chairman of the Audit Committee formally reports to the Board following each Audit Committee meeting and on other occasions as
requested by the Board.
The Audit Committee confirmed to the Board that the Annual Report, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
Audit: Independence and quality
The Audit Committee considers the external Auditor’s independence, objectivity, scope of work engagement team experience,
compliance with relevant ethical and professional standards and overall quality of service through a process of feedback from the
Company advisors, including the AASP, the Portfolio Manager and direct discussion with the Auditor. The Committee also meets with
the Auditor in an executive session at least annually. The current audit partner is Lauren Cooper of PricewaterhouseCoopers LLP. This is
the first year of Lauren’s role as PwC’s Lead Partner. As a global firm, PwC has been the Company’s Auditor since its inception in 2019.
Audit Committee Report
Hansa Investment Company Limited Annual Report 31 March 2025
60
Auditors’ remuneration and terms of engagement are approved by the Audit Committee. Any non-audit services must be pre-approved
by the Audit Committee to ensure objectivity and independence of the audit is not compromised. No non-audit services are provided by
PricewaterhouseCoopers Ltd to the Company. Further information on fees paid to the Auditor is contained in “Other Expenses” within
Note 4 of the Financial Statements.
Company Auditor
The Company’s independent Auditor is PricewaterhouseCoopers LLP (“PwC UK”), a UK registered firm. As was noted in the 2024 Annual
Report, PricewaterhouseCoopers Ltd (“PwC Bermuda”) was formally the Company’s Auditor and had audited the Company since our
incorporation in 2019. Their audit had been supported by PwC UK. To improve the efficiency of the audit, the Directors recommended
the appointment of PwC UK as the Company’s Auditor for the year ended 31 March 2025. PwC Bermuda has continued to provide
support to PwC UK. The Audit Committee and Board remain very satisfied with quality of work by the external auditors. This change in
roles is being made for efficiency purposes only.
For and on behalf of the Audit Committee.
Richard Lightowler
Audit Committee Chairman
15 July 2025
FINANCIAL STATEMENTS
61
Financial
Statements
61
Hansa Investment Company Limited Annual Report 31 March 2025
62
Independent auditor’s report
to the directors of Hansa Investment Company Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
In our opinion, Hansa Investment Company Limited’s
financial statements:
• give a true and fair view of the state of the Company’s affairs as
at 31 March 2025 and of its profit and cash flows for the year
then ended;
• have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB); and
• have been prepared in accordance with the requirements of the
Companies Act 1981 (Bermuda).
We have audited the financial statements, included within the
Annual Report, which comprise: the Balance Sheet as at 31 March
2025; the Income Statement, the Statement of Changes in Equity
and the Cash Flow Statement for the year then ended; and the
notes to the financial statements, comprising material accounting
policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Company in accordance
with the ethical requirements that are relevant to our audit of
the financial statements in the UK, which includes the FRC’s
Ethical Standard, as applicable to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
Our audit approach
Context
Hansa Investment Company Limited (the “Company”) is a
standalone Investment Trust Company incorporated in Bermuda
that is listed in the United Kingdom and engages Hansa Capital
Partners LLP (the “Manager”) to manage its assets.
Overview
Audit scope
• We conducted our audit of the financial statements using
information from the Manager, the Apex Group (the
“Administrator”), Banque Lombard Odier & Cie SA (the
“Custodian”) and Conyers (the “Company Secretary”) to whom
the Manager has, with the consent of the Directors, delegated
the provision of certain administrative functions.
• We tailored the scope of our audit taking into account the types
of investments within the Company, the involvement of the
third parties referred to above, the accounting processes and
controls, and the industry in which the Company operates.
• We obtained an understanding of the control environment in
place at both the Manager and the Administrator, and adopted
a fully substantive testing approach using reports obtained from
the Administrator.
Key audit matters
• Valuation and Existence of Investments.
• Accuracy, Completeness and Occurrence of Income.
Materiality
• Overall materiality: £4,610,600 based on 1% of Net Assets.
• Performance materiality: £3,457,950.
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit
of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including those
which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make
on the results of our procedures thereon, were addressed in the
context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
This is not a complete list of all risks identified by our audit.
FINANCIAL STATEMENTS
63
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation and existence of investments
Refer to the Audit Committee Report,
Accounting policies (c) and Notes to the
Financial Statements (Note 8).
We focused on the valuation and existence of listed
investments and unlisted investments because
the investment portfolio represents the principal
element of the net asset value of the Company as
disclosed in the Company’s balance sheet.
The valuation of the assets held in the investment
portfolio is the key driver of the Company’s net
asset value and total return. Incorrect investment
valuation could have a significant impact on the
return generated by the shareholders.
In particular, the unlisted investment portfolio
is susceptible to material error due to the
investments being unquoted with no market
price available and management relying on third
party information.
Our approach to addressing the matter involved the following procedures:
Listed equity investments:
• Tested the valuation of all quoted equity investments as at 31 March 2025 by
agreeing the valuation to independent third-party sources; and
• Tested the existence of all of the quoted equity investments as at 31 March 2025
by agreeing investment holdings to an independent custodian confirmation.
Unquoted investments:
• Understood and evaluated the design and implementation of the process and
controls surrounding the valuation of the unlisted investments including the
final approval of the valuation by the Manager and the Board of Directors.
• Recalculated the fair value as at 31 March 2025 and compared to
management’s valuation.
• Tested the existence of the unquoted investments as at 31 March by agreeing
holdings to independently obtained external confirmations..
We obtained the most recent audited financial statements for a sample of the
unlisted investments. Our sample included the testing of 18 investments, totalling
£97.0m. We performed the following procedures where applicable:
• Inspected the Generally Accepted Accounting Principles (“GAAP”) applied and
reviewed accounting policies on key areas impacting the NAV and compared
these to the fair value requirements per IFRS Accounting Standards.
• Compared the NAV per the audited financial statements to the capital account
statements which are coterminous with the financial statements’ year end date
for a sample of investments with balances which are above our performance
materiality.
• Determined whether the audit firm signing the financial statements was a
recognised audit firm and checked whether there were any modifications made
to their audit reports.
In addition, for the sample selected we obtained direct confirmation of the
price of the investment from each fund administrator. Where the price of the
investment used by the manager is not co-terminus with the year-end we have
sought supporting evidence and applied appropriate challenge in assessing
management’s conclusion.
No material misstatements were identified from this testing.
Income from investments
Refer to the Audit Committee Report,
Accounting Policies (e) and Notes to the
Financial Statements (Note 2).
Gains and losses on investments is a material
figure in the Income statement and comprises
realised and unrealised gains and losses on both
listed and unlisted investments. Gains and losses
on investments are calculated based on the
movement in fair value in the year; whilst the
fair value of listed investments is derived from
external sources, there is judgment involved in the
valuation of unlisted investments (see separate Key
Audit Matter above).
There is an inherent risk that management may
fraudulently manipulate revenue through the
posting of journals to meet the Company’s fixed
dividend target. Currently the income generated
by the portfolio is insufficient to meet the dividend
commitment, with the shortfall being made up
by drawing on the Company’s reserves as such we
focussed on the classification of dividends between
income and capital.
We assessed the accounting policy for income recognition for compliance with
accounting standards and the AIC SORP and performed testing to check that
income had been accounted for in accordance with the stated accounting policy.
We found that the accounting policies implemented were in accordance with
accounting standards and the AIC SORP, and that income from investments has
been accounted for in accordance with the stated accounting policy.
We tested the recognition of dividend income by comparing the dividends
recorded in the financial statements to external sources. We also considered the
classification of all dividend income, including any special dividends received
in the year. We have tested the completeness of dividends by confirming
that dividends announced by a sample of listed investments in the year were
appropriately recognised by the Company.
For unrealised gains and losses, we tested the valuation of the investment portfolio
at the year-end (see above), together with testing the reconciliation of opening and
closing investments. For realised gains and losses, we tested a sample of disposal
proceeds by agreeing the proceeds to bank statements and we re-performed the
calculation of a sample of realised gains and losses.
No material misstatements were identified from this testing.
Hansa Investment Company Limited Annual Report 31 March 2025
64
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of
the Company, the accounting processes and controls, and the
industry in which it operates.
The Company’s accounting is delegated to the Administrator
who maintains the Company’s accounting records and who
has implemented controls over those accounting records.
We obtained our audit evidence from substantive tests.
However, as part of our risk assessment, we understood and
assessed the internal controls in place at both the Manager
and the Administrator to the extent relevant to our audit. This
assessment of the operating and accounting structure in place
at both organisations involved obtaining and analysing the
relevant controls reports issued by the independent service
auditor of the Manager and the Administrator in accordance
with generally accepted assurance standards for such work.
Following this assessment, we applied professional judgement to
determine the extent of testing required over each balance in the
financial statements.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to
understand the extent of the potential impact of climate risk
on the Company’s financial statements, and we remained alert
when performing our audit procedures for any indicators of
the impact of climate risk. Our procedures did not identify any
material impact as a result of climate risk on the Company’s
financial statements.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall Company
materiality
£4,610,600.
How we
determined it
1% of Net Assets
Rationale for
benchmark applied
We believe that net assets is the
primary measure used by the
shareholders in assessing the
performance of the entity, and
is a generally accepted auditing
benchmark for investment company
audits. This benchmark provides an
appropriate and consistent year on
year basis for our audit.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account
balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75%
of overall materiality, amounting to £3,4537,950 for the Company
financial statements.
In determining the performance materiality, we considered a
number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and
concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £230,530
as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Company’s
ability to continue to adopt the going concern basis of
accounting included:
• evaluating the Directors’ risk assessment and considering
whether it addressed relevant threats, including wider
macroeconomic uncertainty;
• evaluating the Directors’ assessment of potential operational
impacts, considering their consistency with other available
information and our understanding of the business and
assessed the potential impact on the financial statements;
• reviewing the Directors’ assessment of the Company’s financial
position in the context of its ability to meet future expected
operating expenses, their assessment of liquidity as well as
their review of the operational resilience of the Company and
oversight of key third-party service providers;
• assessing the premium/discount the Company’s share price
trades as compared to the net asset value per share; and
• assessing the implication of significant reductions in NAV as a
result of severe but plausible downside scenarios in the market’s
performance on the ongoing ability of the Company to operate.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Company’s
ability to continue as a going concern.
From our work on the corporate governance statement described
below, we have nothing material to add or draw attention to in
relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt
the going concern basis of accounting.
FINANCIAL STATEMENTS
65
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the
other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or
material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report based on these responsibilities.
Corporate governance statement
As explained in the Corporate Governance Report, the directors
have chosen to demonstrate how the Company has met its
obligations under the UK Corporate Governance Code (“the
Code”) by reporting under the 2019 Association of Investment
Companies’ Code of Corporate Governance (“the AIC Code”).
As such, we refer to the AIC Code where we report the matters
required under ISAs (UK) in respect of the directors’ statements
in relation to going concern, longer-term viability and that part
of the corporate governance statement relating to the Company’s
compliance with the provisions of the Code, which the Listing
Rules of the Financial Conduct Authority specify for review
by the auditor. Our additional responsibilities with respect to
the corporate governance statement as other information are
described in the Reporting on other information section of
this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement, included within the “Corporate
Governance Report” is materially consistent with the financial
statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
• The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Company’s
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and
why the period is appropriate; and
• The directors’ statement as to whether 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 of its assessment, including any related
disclosures drawing attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Company was substantially less in scope than an
audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that
the statement is in alignment with the relevant provisions of the
Code; and considering whether the statement is consistent with
the financial statements and our knowledge and understanding
of the Company and its environment obtained in the course of
the audit.
In addition, based on the work undertaken as part of our audit,
we have concluded that each of the following elements of the
corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during
the audit:
• The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to
assess the Company’s position, performance, business model
and strategy;
• The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure
from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements and
the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Report of the Directors, the
directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for
being satisfied that they give a true and fair view. The directors
are also responsible for such internal control as they determine
is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Hansa Investment Company Limited Annual Report 31 March 2025
66
Auditors’ responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on our understanding of the Company and industry, we
identified that the principal risks of non-compliance with laws
and regulations related to the listing requirements, and we
considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered
those laws and regulations that have a direct impact on the
financial statements such as the requirements of the Bermudan
Companies Act of 1981. We evaluated management’s incentives
and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and
determined that the principal risks were related to posting
inappropriate journal entries to manipulate revenue (investment
income and capital gains) or to increase net asset value. Audit
procedures performed by the engagement team included:
• Enquiries with management, including consideration of known
or suspected instances of non-compliance with laws and
regulations and fraud;
• Understanding the controls implemented by Apex Group (the
“Administrator”) and Banque Lombard Odier & Cie SA (the
“Custodian”) designed to prevent and detect irregularities;
• Identifying and testing journal entries, in particular year
end journal entries posted during the preparation of the
financial statements;
• Reviewing relevant meeting minutes, including those of the
Audit Committee; and
• Designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited
number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and
only for the Company’s directors as a body in accordance with
Section 90 of the Companies Act 1981 (Bermuda) and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
The engagement partner on the audit resulting in this
independent auditor’s report is Lauren Cooper.
PricewaterhouseCoopers LLP
Chartered Accountants
London
15 July 2025
FINANCIAL STATEMENTS
67
Year ended
31 March
2025
Year ended
31 March
2024
Note
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Gains on investments held at fair value through profit or loss 8 - 7,6 8 6 7,6 8 6 - 88,760 88,760
Foreign Exchange losses - (146) (146) - (492) (492)
Income
Investment income 2 7, 9 8 9 9 7, 9 9 8 7,780 - 7,780
7,9 8 9 7, 5 4 9 15,538 7,7 80 88,268 96,048
Expenses
Portfolio management fees 3 (3,346) - (3,346) (2,950) - (2,950)
Other expenses 4 (1,916) - (1,916) (1,676) - (1,676)
(5,262) - (5,262) (4,626) - (4,626)
Income before finance costs 2,727 7,5 4 9 10,276 3,1 5 4 88,268 91,422
Income for the year 2,727 7,5 4 9 10,276 3,1 5 4 88,268 91,422
Return per Ordinary and ‘A’ non-voting Ordinary share 7 2.3p 6.3p 8.6p 2.6p 73.6p 76.2p
The Company does not have any income or expense not included in the above Statement. Accordingly, the “Income for the Year”
is also the “Total Comprehensive Income for the Year”, as defined in IAS 1 (revised) and no separate Statement of Comprehensive
Income has been presented.
The total column of this Statement represents the Income Statement, prepared in accordance with IFRS Accounting Standards (“IFRS”).
All revenue and capital items in the above Statement derive from continuing operations.
The accompanying notes on pages 71 to 82 are an integral part of this Statement.
Income Statement
For the year ended 31 March 2025
Hansa Investment Company Limited Annual Report 31 March 2025
68
Note
31 March
2025
£000
31 March
2024
£000
Non-current assets
Investments held at fair value through profit or loss 8 452,757 449,153
452,757 4 4 9,1 53
Current assets
Trade and other receivables 10 4,793 1,463
Cash and cash equivalents 11 4,933 4,352
9,726 5,815
Current liabilities
Trade and other payables 12 (1,423) (421)
Net current assets 8,303 5,394
Net assets 461,060 454,547
Capital and reserves
Called up share capital 13 1,200 1,200
Contributed surplus 14 322,839 322,839
Retained earnings 15 13 7,0 2 1 130,508
Total shareholders’ funds 461,060 454,547
Net asset value per Ordinary and ‘A’ non-voting Ordinary share 16 384.2p 378.8p
The Financial Statements of Hansa Investment Company Limited, registered in Bermuda under company number 54752, set out on
pages 67 to 70 were approved by the Board of Directors on 15 July 2025 and were signed on its behalf by
Jonathan Davie
Chairman
The accompanying notes on pages 71 to 82 are an integral part of this Statement.
Balance Sheet
As at 31 March 2025
FINANCIAL STATEMENTS
69
For the year ended 31 March 2025 Note
Share
capital
£000
Contributed
surplus
reserve
£000
Retained
earnings
£000
Total
£000
Equity at 1 April 2024 1,200 322,839 130,508 454,547
Sales proceeds of unclaimed shareholdings sold in the market - - 61 61
Return of unclaimed dividends relating to shareholdings sold in the market - - 16 16
Profit for the year - - 10,276 10,276
Dividends 6 - - (3,840) (3,840)
Equity at 31 March 2025 1,200 322,839 137,021 461,060
For the year ended 31 March 2024 Note
Share
capital
£000
Contributed
surplus
reserve
£000
Retained
earnings
£000
Total
£000
Equity at 1 April 2023 1,200 323,799 41,966 366,965
Profit for the year - - 91,422 91,422
Dividends 6 - (960) (2,880) (3,840)
Equity at 31 March 2024 1,200 322,839 130,508 454,547
The accompanying notes on pages 71 to 82 are an integral part of this Statement.
Statement of Changes in Equity
Hansa Investment Company Limited Annual Report 31 March 2025
70
Note
Year ended
31 March
2025
£000
Year ended
31 March
2024
£000
Cash flows from operating activities
Income* 10,276 91,422
Adjustments for:
Realised gains on investments 8 (16,307) (6,228)
Unrealised losses/(gains) on investments 8 8,621 (82,532)
Foreign exchange 146 492
Increase in trade and other receivables 10 (3,330) (1,335)
Increase in trade and other payables 12 1,002 9
Purchase of non-current investments (93,538) (69,313)
Sale of non-current investments 9 7,6 2 0 62,182
Net cash inflow/(outflow) from operating activities 4,490 (5,303)
Cash flows from financing activities
Sales proceeds of unclaimed shareholdings sold in the market 61 -
Return of unclaimed dividends relating to shareholdings sold in the market 6 16 -
Dividends paid (3,840) (3,840)
Bank overdraft (1) -
Net cash outflow from financing activities (3,764) (3,840)
Increase/(decrease) in cash and cash equivalents 727 (9,14 3)
Cash and cash equivalents at start of financial year 4,352 13,987
Effect of foreign exchange rate changes (146) (492)
Cash and cash equivalents at end of year 11 4,933 4,352
* Includes dividends received of £7,653,000 (2024: £7,602,000) and interest received of £nil (2024: £nil).
The accompanying notes on pages 71 to 82 are an integral part of this Statement.
Cash Flow Statement
For the year ended 31 March 2025
FINANCIAL STATEMENTS
71
Notes to the Financial Statements
1 Material accounting policy information and other explanatory information
Hansa Investment Company Limited is a company limited by shares, registered and domiciled in Bermuda with its registered
office shown on page 87. The principal activity of the Company is an investment vehicle.
(a) Basis of preparation
The Financial Statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”). IFRS
means standards and interpretations issued (or adopted) by the International Accounting Standards Board (they comprise:
International Reporting Standards, International Accounting Standards (IAS) and Interpretations developed by the IFRS
Interpretations Committee or the former Standing Interpretations Committee (SIC)).
These Financial Statements are presented in sterling because that is the currency of the primary economic environment in
which the Company operates. The Financial Statements have been prepared on a going concern basis under the historic cost
convention, modified by financial assets held at fair value through profit or loss with the assertion of the Board on page 38.
The Financial Statements have also been prepared in accordance with the AIC Statement of Recommended Practice (SORP) for
investment trusts, issued by the AIC in July 2022, to the extent that the SORP does not conflict with IFRS. The material accounting
policy information adopted is set out below.
(b) Presentation of Income Statement
In order to better reflect the activities of an investment company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Income Statement between items of a revenue and capital nature, has been
presented alongside the Income Statement.
(c) Non-current investments
As the Company’s business is investing in financial assets, with a view to profiting from their total return in the form of income
received and increases in fair value, investments are classified at fair value through profit in accordance with IFRS 9. The
Company manages and evaluates the performance of these investments on a fair value basis, in accordance with its investment
strategy and information about the investments is provided on this basis to the Board of Directors.
Investments are recognised and de-recognised on the trade date. For listed investments, fair value is deemed to be bid market
prices, or closing prices for SETS stocks sourced from the London Stock Exchange. SETS is the London Stock Exchange’s
electronic trading service, covering most of the market including all FTSE 100 constituents and most liquid FTSE 250 constituents,
along with some other securities.
Fund investments are stated at fair value through profit or loss as determined by using the most recent available valuation which
is considered to be fair value at the Balance Sheet date. In some cases, this will be by reference to the most recent valuation
statement supplied by the fund’s manager. In other cases, values may be available through the fund being listed on an exchange
or via pricing sources such as Bloomberg.
Private equity investments are stated at fair value through profit or loss in accordance with the International Private Equity and
Venture Capital Valuation Guidelines. Private equity investments are carried at the fair value as reported by the Private Equity
Fund Manager (PEFM). In the absence of a valuation by the PEFM at the balance sheet date, additional procedures to determine
the reasonableness of the fair value estimate for inclusion in the Financial Statements are performed. These may include direct
enquiries of the PEFM of the investment to understand, amongst others, valuation process and techniques used, external experts
used in the valuation process and updated details of the underlying portfolio. In addition, the Company can obtain external
independent valuation data and benchmarks to validate fair value estimates. Further, recent arms-length market transactions
between knowledgeable and willing parties where available might also be considered. Subsequent to the balance sheet date, the
Administrator will review subsequent valuations released by the Private Equity fund to look for consistency with the estimations
made as described above.
Unrealised gains and losses, arising from changes in fair value, are included in net profit or loss for the period as a capital item in
the Income Statement and are ultimately recognised in the Capital Reserves.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, short-term deposits and cash funds with an original maturity of three months
or less and are subject to an insignificant risk of changes in capital value.
Hansa Investment Company Limited Annual Report 31 March 2025
72
(e) Investment Income and return of capital
Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends
are recognised when the Company’s right to receive payment is established. Dividends and Real Estate Investment Trusts’ (REIT)
income are all stated net of withholding tax. In many cases, Bermudan companies cannot recover foreign incurred taxes withheld
on dividends and capital transactions. As a result, any such taxes incurred will be charged as an expense and included here.
When an investee company returns capital to the Company, the amount received is treated as a reduction in the book cost of that
investment and is classified as sale proceeds.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement
except expenses which are incidental to the acquisition or disposal of an investment which are charged to the capital column of
the Income Statement.
(g) Taxation
Under Bermuda law, to the extent the Company remains out of scope of the Corporate Income Tax Act 2023 (the “CIT Act”), the
Company is not required to pay taxes in Bermuda on either income or capital gains.
Bermuda enacted the CIT Act on 27 December 2023 with an effective date of 1 January 2025. Entities subject to tax under the CIT
Act are the Bermuda constituent entities of multi-national groups. A multi-national group is defined under the CIT Act as a group
with entities in more than one jurisdiction with consolidated revenues of at least EUR750m for two out of the four previous fiscal
years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate
of 15% of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set
out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities).
Consolidated revenues of the Company’s group are less than EUR750m in each previous fiscal year. On this basis, the Company is
not, and neither is it expected to be, in scope of the CIT Act regime.
(h) Foreign Currencies
Transactions denominated in foreign currencies are recorded in the local currency, at the actual exchange rates as at the date
of the transaction. Assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rate of
exchange prevailing at the balance sheet date. Any gains or losses arising from a change in exchange rates, subsequent to the
date of the transaction, are included as exchange gains or losses in the capital or revenue column of the Income Statement,
depending on whether the gains or losses are of a capital or revenue nature respectively.
(i) Retained Earnings
Contributed Surplus
The following are credited or charged to this reserve via the capital column of the Income Statement:
• gains and losses on the disposal of investments;
• exchange differences of a capital nature;
• expenses charged to the capital column of the Income Statement in accordance with the above accounting policies; and
• increases and decreases in the valuation of investments held at the balance sheet date.
Revenue Reserves
The following are credited or charged to this reserve via the revenue column of the Income Statement:
• net revenue recognised in the revenue column of the Income Statement.
Under Bermuda Company Law, Retained Earnings and Contributed Surplus Reserve are both distributable.
(j) Significant Judgements and Estimates
The key significant estimate to report, concerns the Company’s valuation of its holding in DV4 Ltd. DV4 is valued using the most
recent estimated NAV as advised to the Company by DV4, adjusted for any further drawdowns, distributions or redemptions
between the valuation date and 31 March 2025. The most recent valuation statement was received on 23 August 2024 stating the
value of the Company’s holding as at 31 March 2024. In the absence of a valuation for 31 March 2025 from DV4, the Company
performed additional procedures to determine the reasonableness of the fair value estimate for inclusion in the Financial
Statements. Direct enquiries of the manager of DV4 were made in July 2020 to understand, amongst others, valuation process and
techniques used, external experts used in the valuation process and updated details of underlying property portfolio. It has been
confirmed with DV4’s manager that the valuation procedures discussed in July 2020 are still the same used now. In addition, the
Company has compared the historic valuation movements of DV4 to the FTSE350 Real Estate Index. Based on the information
obtained and additional analysis performed the Company is satisfied that DV4 is carried in these Financial Statements at an
amount that represents its best estimate of fair value at 31 March 2025. It is believed the value of DV4 as at 31 March 2025 will
not be materially different, but this valuation is based on historic valuations by DV4, does not have a readily available third party
comparator and, as such, is an estimate. There are no significant judgements.
FINANCIAL STATEMENTS
73
(k) Adoption of new and revised standards
At the date of authorisation of these Financial Statements there were no standards and amendments to standards, which have not
been applied in these Financial Statements.
In the current financial period the Company has applied the following amendments to standards:
• Amendments to IAS 1 – Classification of liabilities as current or non-current (effective 1 January 2024). The IASB has amended
IAS 1 Presentation of Financial Statements to clarify its requirement for the presentation of liabilities depending on the rights
that exist at the end of the reporting period. The amendment requires liabilities to be classified as non-current if the entity has a
substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendment no longer refers
to unconditional rights.
• Amendments to IAS 1 – Non-current liabilities with covenants (effective 1 January 2024). The IASB has amended IAS 1
Presentation of Financial Statements to introduce additional disclosures for liabilities with covenants within 12 months of
the reporting period. The additional disclosures include the nature of covenants, when the entity is required to comply with
covenants, the carrying amount of related liabilities and circumstances that may indicate that the entity will have difficulty
complying with the covenants.
• Amendments to IAS 8 ‘Definition of Accounting Estimates’ (effective for accounting periods on or after 1 January 2024).
• Amendments to IAS 1 and IFRS Practice Statement 2 ‘Disclosure of Accounting Policies’ (effective for accounting periods on or
after 1 January 2024).
• Amendments to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction’ (effective for accounting
periods on or after 1 January 2024).
There is no material impact on the Financial Statements or the amounts reported from the adoption of these amendments to
the standards.
Relevant International Accounting Standards that have yet to be adopted:
Amendments to IAS 21 ‘Lack of Exchangeability’ (effective for accounting periods on or after 1 January 2025). Under IAS
21 The Effects of Changes in Foreign Exchange Rates, a company uses a spot exchange rate when translating a foreign
currency transaction.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective for
annual periods beginning on or after 1 January 2026). The IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond
to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate
entities. Among other amendments, the IASB clarified the date of recognition and derecognition of some financial assets
and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system. IFRS 18
Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027). The IASB
issued the new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to
the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
• the structure of the statement of profit or loss with defined subtotals;
• the requirement to determine the most useful structured summary for presenting expenses in the statement of profit or loss;
• required disclosures in a single note within the financial statements for certain profit or loss performance measures
that are reported outside an entity’s financial statements (that is, management-defined performance measures); and
• enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes
in general.
(l) Operating Segments
The Company considers it has one operating segment for the purposes of IFRS 8.
2 Investment income
Revenue
Year ended
31 March
2025
£000
Revenue
Year ended
31 March
2024
£000
Income from quoted investments
Dividends 7,9 9 8 7,780
Total income 7,998 7,7 8 0
Note: Of the dividend income received during the financial year, £6.3m was received from the Company’s Strategic Holding in OWHL
by way of a dividend received on 14 June 2024. The remainder was received from holdings within the Global Equity (direct) & Core
Regional silos.
Hansa Investment Company Limited Annual Report 31 March 2025
74
3 Portfolio management fee
Revenue
Year ended
31 March
2025
£000
Revenue
Year ended
31 March
2024
£000
Portfolio management fee 3,346 2,950
Total management fee 3,346 2,950
As disclosed on page 45, the portfolio management fee is charged at an annual rate of 1% of the net assets of the Company (after
any borrowings), after deducting the value of the investment in OWHL, on which no fee is payable.
4 Other expenses
Revenue
Year ended
31 March
2025
£000
Revenue
Year ended
31 March
2024
£000
Administration fees 165 154
Directors' remuneration 286 298
Auditor's remuneration for audit of the Company’s Annual Financial Statements 75 92
Printing fees 32 57
Directors' liability insurance 62 67
Marketing 74 75
Registrar's fees 61 80
Banking charges 75 19
Secretarial services 129 159
Travel expenses 290 126
Broker fees 33 32
Stock Exchange listing fees 63 42
Safe custody fees 205 184
Management fee rebate from GAM (18) (13)
Other 384 304
Total Other Expenses 1,916 1,676
5 Finance costs
Revenue
Year ended
31 March
2025
£000
Revenue
Year ended
31 March
2024
£000
Interest payable - -
Total finance costs - -
As disclosed on page 29, the Company has an unsecured lending facility through its Custodian, Banque Lombard Odier & Cie SA
(“Lombard Odier”), in the amount of £30m, subject to there being sufficient value and diversity within the portfolio to meet the lender’s
borrowing requirements. The facility is used periodically for short-term transactional funding requirements. As a result, the cost
incurred in finance fees is not necessarily consistent between financial years.
FINANCIAL STATEMENTS
75
6 Dividends paid
Year ended
31 March
2025
£000
Year ended
31 March
2024
£000
Amounts recognised as distributed to shareholders in the year are as follows:
Fourth interim dividend for 2024 (paid 31 May 2024): 0.8p (2023: 0.8p) 960 960
First interim dividend for 2025 (paid 30 August 2024): 0.8p (2024: 0.8p) 960 960
Second interim dividend for 2025 (paid 31 November 2024): 0.8p (2024: 0.8p) 960 960
Third interim dividend for 2025 (paid 25 February 2025): 0.8p (2024: 0.8p) 960 960
Total dividends paid 3,840 3,840
Set out below are the total dividends paid and proposed in respect of the current financial year. Where there has been no revenue
available for distribution by way of dividend for the year, dividends have been paid from capital reserves, specifically contributed
surplus which is permitted by Bermudan company law.
Year ended
31 March
2025
£000
Year ended
31 March
2024
£000
First interim dividend for 2025 (paid 30 August 2024): 0.8p (2024: 0.8p) 960 960
Second interim dividend for 2025 (paid 31 November 2024): 0.8p (2024: 0.8p) 960 960
Third interim dividend for 2025 (paid 25 February 2025): 0.8p (2024: 0.8p) 960 960
Fourth interim dividend for 2025 (payable 30 May 2025): 0.8p (2024: 0.8p) 960 960
Total dividends paid & proposed 3,840 3,840
The Board has announced four interim dividends, each of 0.8p per Ordinary and ‘A’ non-voting Ordinary share, relating to the year
ended 31 March 2025. No final dividend is proposed for the year ended 31 March 2025.
7 Return on ordinary shares (equity)
Revenue
year ended
31 March
2025
Capital
year ended
31 March
2025
Total
year ended
31 March
2025
Revenue
year ended
31 March
2024
Capital
year ended
31 March
2024
Total
year ended
31 March
2024
Return per Ordinary and ‘A’ non-voting Ordinary share 2.3p 6.3p 8.6p 2.6p 73.6p 76.2p
Returns
Revenue return per share is based on the revenue attributable to equity shareholders of £2,727,000 (2024: £3,154,000).
Capital return per share is based on the capital profit attributable to equity shareholders of £7,626,393 (2024: profit of £88,268,000).
Total return per share is based on a combination of revenue and capital returns attributable to equity shareholders, amounting to net
profit of £10,353,393 (2024: profit of £91,422,000).
Both revenue and capital return are based on 40,000,000 Ordinary shares and 80,000,000 ‘A’ non-voting Ordinary shares, in issue
throughout the year.
Hansa Investment Company Limited Annual Report 31 March 2025
76
8 Investments held at fair value through profit or loss
Listed
£000
Unquoted
£000
2025
Total
£000
2024
Total
£000
Cost at 1 April 230,152 101,905 332,057 318,698
Investment holding gains at 1 April 94,584 22,512 11 7,0 9 6 34,564
Valuation as at 1 April 324,736 124,417 44 9,15 3 353,262
Movements in the year:
Purchases at cost 76,656 16,882 93,538 69,313
Sales – proceeds (69,213) (28,406) (97, 62 0) (62,182)
Movement in investment holding gains/(losses) 15,606 ( 7,92 0 ) 7,6 8 6 88,760
Valuation as at 31 March 3 47,7 8 6 104,972 452,757 4 49,15 3
Cost as at 31 March 253,902 90,380 344,282 332,057
Investment holding gains 93,884 14,592 108,475 1 1 7,0 9 6
Valuation as at 31 March 3 47,7 8 6 104,972 452,757 4 49,15 3
Year ended
31 March
2025
£000
Year ended
31 March
2024
£000
Gains on sales 16,307 6,228
Movement in investment holding (losses)/gains (8,621) 82,532
Gains on investments held at fair value through profit or loss 7,6 86 88,760
Transaction costs
During the year expenses were incurred in acquiring and disposing of investments classified as fair value through profit or loss.
These have been expensed through capital and are included within gains on investments in the Income Statement. The total costs
were as follows:
2025
£000
2024
£000
Purchases 40 13
Sales 9 11
49 24
9 Significant holdings
The Company‘s holdings of 10% or more of any class of shares in investment companies and 20% or more of any class of shares in
non-investment companies as at 31 March 2025 are detailed below:
Exc. Minority Interest
Country of
incorporation
or
registration
Class of
Capital
%
of class
held
Latest
available
accounts
Total
capital and
reserves
$000
Profit after
tax for the
period
$000
Ocean Wilsons Holdings Limited Bermuda Ordinary 26.5 31.12.2024 62 7, 8 6 9 119,120
Ocean Wilsons Holdings Limited is included as part of the investment portfolio in accordance with IAS 28 - Investment in Associates.
The holding is not recognised as an Associate because HICL does not exert significant influence over the operations of OWHL.
Conflicts between the boards of the two companies are noted – specifically Mr Salomon who is a director of both entities. Mr Salomon
does not represent HICL on the board of OWHL and is specifically excluded from decisions of the HICL board in relation to OWHL.
FINANCIAL STATEMENTS
77
10 Trade and other receivables
The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables and contract assets.
2025
£000
2024
£000
Amounts receivable from unsettled trades 101 1,353
Prepayments and accrued income 4,692 110
4,793 1,463
11 Cash and cash equivalents
2025
£000
2024
£000
Cash at bank 390 348
Cash funds 4,543 4,004
4,933 4,352
12 Trade and other payables
2025
£000
2024
£000
Amounts payable for unsettled trades 1,069 -
Other creditors and accruals 353 421
1,422 421
13 Called up share capital
2025
£000
2024
£000
40,000,000 Ordinary shares of 1p (2024: 40,000,000) 400 400
80,000,000 'A' non-voting Ordinary shares of 1p (2024: 80,000,000) 800 800
1,200 1,200
The ‘A’ non-voting Ordinary shares do not entitle the holders to receive notices or to vote, either in person or by proxy, at any general
meeting of the Company, but in all other respects rank pari passu with the Ordinary shares of the Company.
14 Contributed surplus
2025
£000
2024
£000
Opening balance at 1 April 322,839 323,799
Dividend paid - (960)
Closing balance at 31 March 322,839 322,839
Hansa Investment Company Limited Annual Report 31 March 2025
78
15 Retained earnings
Revenue
2025
£000
Capital –
other
2025
£000
Capital –
investment
holding
profit
2025
£000
Reserves
Total
retained
earnings
2025
£000
Revenue
2024
£000
Capital –
other
2024
£000
Capital –
investment
holding
profit
2024
£000
Reserves
Total
retained
earnings
2024
£000
Opening balance at 1 April (2,090) 15,502 11 7,0 9 6 130,508 (2,364) 9,766 34,564 41,966
Profit for the year 2,726 16,248 (8,621) 10,353 3,154 5,736 82,532 91,422
Dividend paid (3,840) - - (3,840) (2,880) - - (2,880)
Closing balance at 31 March (3,204) 31,750 108,475 137,021 (2,090) 15,502 11 7,0 9 6 130,508
16 Net asset value
2025
£000
2024
£000
Net Asset Value per Ordinary and ‘A’ non-voting Ordinary share 384.2p 378.8p
The NAV per Ordinary and ‘A’ non-voting Ordinary share is based on the net assets attributable to equity shareholders of £461,060,000
(2024: £454,547,000) and on 40,000,000 Ordinary shares (2024: 40,000,000) and 80,000,000 ‘A’ non-voting Ordinary shares (2024:
80,000,000) in issue at 31 March 2025..
17 Commitments and contingencies
The Company has the following outstanding commitments as at 31 March 2025 (2024: £8.3m):
As at 31 March 2025 As at 31 March 2024
Outstanding
commitment in
local currency GBP
Outstanding
commitment in
local currency GBP
BPEA EQT Mid-Market Growth Partnership 1,567,082 1,214,039 1,7 74,644 1,404,879
GGV Discovery IV-ASIA, L.P 576,000 446,235 600,000 474,984
GGV Discovery IV-US 390,000 302,138 600,000 474,984
Gryphon VI Top-Up Co-Investment Fund 1,300,000 1,007,127 - -
Khosla Ventures VIII, LP 612,000 474,125 1,020,000 8 07, 4 7 3
TA Associates XV-B, LP 3,168,000 2,454,292 3,600,000 2,849,905
Triton 6 SCSP 1,740,000 1,456,189 1,740,000 1, 4 8 7, 5 6 1
TrueBridge Capital Partners Fund VIII, L.P 823,500 637,976 183,000 144,870
TrueBridge Direct Fund III, L.P 75,000 58,104 864,000 683,977
10,251,582 8,050,225 10,381,644 8,328,633
FINANCIAL STATEMENTS
79
18 Financial instruments and associated risks
The Company’s financial instruments comprise securities, cash balances, debtors and creditors. These assets are classified in the
following measurement categories:
• those to be measured subsequently at fair value through profit or loss; and
• those to be measured at amortised cost.
The financial assets held at amortised cost include trade and other receivables, cash and cash equivalents.
Risk Objectives and Policies
The objective of the Company is to achieve growth of shareholder value commensurate with the risks taken, bearing in mind that the
protection of long-term shareholder value is paramount. The policy of the Board is to provide a framework within which the Portfolio
Manager can operate and deliver the objectives of the Company. In pursuing its investment objective, the Company is exposed
to a variety of risks that could result in either a reduction in the Company’s net assets and/or a reduction of the profits available
for dividends.
These risks include those identified by the accounting standard IFRS 7, being market risk (comprising currency risk, interest rate risk
and other price risk), liquidity risk and credit risk. The Directors’ approach to the management of these is set out below. The Board, in
conjunction with the Portfolio Manager and Company Secretary, oversees the Company’s risk management.
Foreign currency risk
Foreign currency risks arise in two distinct areas which affect the valuation of the investment portfolio. 1) the direct exposure where
an investment is denominated and paid for in a currency other than Sterling; and 2) the indirect exposure where an investment has
substantial non-Sterling underlying investment and/or cash flows. The Company does not normally hedge against foreign currency
movements affecting the value of the investment portfolio, but takes account of this risk when making investment decisions. Some
of the fund investments into which the Company invests will, in part or in whole, hedge some of their underlying currency risk, but
this will be known at the time of investment and will form part of the investment decision. In those cases, the hedging will not remove
the exposure to the underlying country or market sector. The Portfolio Manager monitors the effect of foreign currency fluctuations
through the pricing of the investments by the various markets.
Direct
foreign
currency risk
2025
£000
No direct
foreign
currency risk
2025
£000
Total
2025
£000
Direct
foreign
currency risk
2024
£000
No direct
foreign
currency risk
2024
£000
Total
2024
£000
Investments 165,878 286,879 452,757 13 5,145 314,008 449,153
Other receivables including prepayments 9 92 101 34 1,319 1,353
Cash at bank - 4,933 4,933 - 4,352 4,352
Current liabilities - (1,423) (1,423) (15) (406) (421)
165,887 290,481 456,368 135,16 4 319,273 454,437
Note: Direct foreign currency risk includes direct exposure to USD and Euro currencies.
Foreign currency sensitivity
The following table illustrates the sensitivity of the profit/loss for the year and the shareholders’ funds in regard to the Company’s
financial assets and financial liabilities. It assumes a 10% depreciation of Sterling against foreign currencies at 31 March 2025 and 31
March 2024. These percentages have been determined based on the average market volatility in exchange rates in the previous 12
months. The sensitivity analysis is based on the Company’s monetary foreign currency financial instruments held at each balance
sheet date.
If sterling had weakened by 10% against the
currencies shown, this would have had the
following effect on the Company:
US$
2025
£000
Euro
2025
£000
Other
2025
£000
US$
2024
£000
Euro
2024
£000
Other
2024
£000
Income statement – profit 687 20 14 687 20 22
Equity shareholders funds 13,372 2 ,135 1,082 10,670 955 1,891
14,059 2,15 5 1,096 11,357 975 1,913
Note: Other includes exposure to foreign currencies excluding US dollar and Euro.
A 10% strengthening of Sterling against the above currencies would result in an equal and opposite effect on the above amounts.
Hansa Investment Company Limited Annual Report 31 March 2025
80
Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on the Company’s
variable rate borrowings.
The Company has a credit facility with Bank Lombard Odier & Co Ltd, Geneva (“the Bank”), which is available for the Portfolio
Manager to utilise for purchasing investments; the interest rate for which is variable, and set by the Bank. As at 31 March 2025, the
maximum the Company can borrow from the Bank is the equivalent of CHF3m, but the Company can request that this limit is raised
at any time. The Board however has set a £30m borrowing limit for the Portfolio Manager to utilise at their discretion. The Company
does not normally hedge against interest rate movements affecting the value of the investment portfolio, but takes account of this risk
when an investment is made utilising the facility. The level of banking facilities used is monitored by both the Board and the Portfolio
Manager on a regular basis. The impact on the returns and net assets of the Company for every 1% change in interest rates, based on
the amount drawn down at the Year-End under the facility, would be £nil (2024: £nil). The level of banking facilities utilised at 31 March
2025 was £nil (2024: £nil).
Interest rate changes usually impact equity prices. The level and direction of change in equity prices is subject to prevailing local and
world economic conditions as well as market sentiment, all of which are very difficult to predict with any certainty.
Cash flow
interest
rate risk
2025
£000
No
interest
rate risk
2025
£000
Total
2025
£000
Cash flow
interest
rate risk
2024
£000
No
interest
rate risk
2024
£000
Total
2024
£000
Investments - 452,757 452,757 - 449,153 449,153
Other receivables including prepayments - 4,793 4,793 - 1,463 1,463
Cash at bank 4,933 - 4,933 4,352 - 4,352
Current liabilities (1,069) (353) (1,422) - (421) (421)
3,864 4 5 7,19 7 461,061 4,352 450,195 454,547
Other price risk
By the nature of its activities, the Company’s investments are exposed to market price fluctuations. NAV is calculated and reported
daily to the London Stock Exchange. The Portfolio 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 Company’s investment in Ocean Wilsons is large both in absolute terms, £132.3m as valued at 31 March 2025 (2024: £130.0m) and
as a proportion of the NAV, 28.7% (2024: 28.6%). Shareholders should be aware that if anything of a severe and untoward nature were
to happen to this company, it could result in a significant impact on the NAV and share price. However, it should also be noted that
as at 31 March 2025 the exposure of Hansa Investment Company Limited to the currency, country and market based risk exposure
of Ocean Wilsons was, to an extent, mitigated by the diverse nature of the two investments within Ocean Wilsons. Wilson Sons, has
a direct exposure to the Brazilian economy, whereas Ocean Wilsons Investments Limited (OWIL) has a diverse investment portfolio.
Ocean Wilsons had agreed the sale of its entire holding of Wilson Sons derisking it somewhat from the Brazilian economy. However, at
31 March 2025, the completion of the sale was still subject to various regulatory approvals. At 31 March 2025 Wilson Sons represented
64.7% of Ocean Wilsons’ NAV (based on the expected net proceeds of the sale) and OWIL represented the remaining 35.3% (based
on the latest published NAV of the portfolio). The sale of Wilson Sons was subsequently completed in June 2025. It is an investment
the Board pays close attention to and it should be pointed out that the risks associated with it are very different from those of the
other companies represented in the portfolio. The Board itself regularly undertakes a thorough review of its business and prospects
and has determined that its future holds a lot of promise. As a consequence the Board believes the risk involved in the investment
is worthwhile. The performance of the portfolio as a whole is not designed to correlate with that of any market index. Should the
portfolio of the Company, as detailed on pages 25 and 26, rise or fall in value by 10% from the year end valuation, the effect on
the Company’s profit and equity would be an equal rise or fall of £45.3m (2024: £44.9m).
Credit risk
The Company only transacts with regulated institutions on normal market terms, which are trade date plus one to three days in the
case of equities. Fund investment settlement periods will vary from fund to fund and are defined by the individual managers. The
levels of amounts outstanding from brokers and fund managers are regularly reviewed by the Portfolio Manager. The duration of credit
risk associated with the investment transactions is the period between the date the transaction took place, the trade date, the date the
stock and cash were transferred and the settlement date. The level of risk during the period is the difference between the value of the
original transaction and its replacement with a new transaction. The amounts due to/(from) brokers at 31 March 2025 are shown in
Note 10 and Note 12 on page 77.
The Company’s maximum exposure to credit risk on cash is £0.4m (2024: £0.3m) and on cash funds is £4.5m (2024: £4.0m). Surplus
cash is on deposit with the Depositary/Custodian.
FINANCIAL STATEMENTS
81
Liquidity risk
The liquidity risk to the Company is that it is unable to meet its obligations as they fall due, as a result of a lack of available cash and
an inability to dispose of investments in a timely manner. A substantial proportion of the Company’s portfolio is held in liquid quoted
investments; however, there is a large, Strategic, holding in Ocean Wilsons of 28.7% (2024: 21.2%), unquoted equity investments of
2.0% (2024: 1.8%) and investments into open-ended investment funds with varying liquidity terms of 58.0% (2024: 59.6%).
The Portfolio Manager takes into consideration the liquidity of each investment when purchasing and selling, in order to maximise
the returns to shareholders, by placing suitable transaction levels into the market. Special consideration is given to investments
representing more than 5% of the investee company. A detailed list of the investments, split by silo, held at 31 March 2025 is shown on
pages 25 and 26. This can be used broadly to ascertain the levels of liquidity within the portfolio, although liquidity will vary with
each investment – particularly the funds.
Capital management
The Company considers its capital to be its issued share capital and reserves and whilst the Company has access to loan facilities it
is not considered or used as core capital, but primarily to meet the cash timing requirements of opportunistic investment strategies
and thereby enhance shareholder returns. The Board regularly monitors its share discount policy and the level of discounts and whilst
it has the option to repurchase shares, it considers the best means of attaining a good rating for the shares is to concentrate on good
shareholder returns.
However, the Board believes the ability of the Company to repurchase its own ‘A’ non-voting Ordinary shares in the market may
potentially enable it to benefit all equity shareholders of the Company. The repurchase of ‘A’ non-voting Ordinary shares, at a discount
to the underlying NAV, would enhance the NAV per share of the remaining equity shares and might also enable the Company to
address more effectively any imbalance between supply and demand for the Company’s ‘A’ non-voting Ordinary shares.
19 Fair value hierarchy and financial liabilities
IFRS 13 ‘Fair Value Measurement’ requires an entity to classify fair value measurements, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability not based on observable market data (unobservable inputs).
The financial assets and liabilities, measured at fair value, in the Statement of Financial Position, grouped into the fair value hierarchy
and valued in accordance with the accounting policies in Note 1, are detailed below:
As at 31 March 2025
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Financial assets at fair value through profit or loss
Quoted equities 198,000 - - 198,000
Unquoted equities - - 9,217 9,217
Fund investments 69,022 176,518 - 245,539
Fair Value 26 7,0 2 2 176,518 9,217 452,757
As at 31 March 2024
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Financial assets at fair value through profit or loss
Quoted equities 192,221 - - 192,221
Unquoted equities - - 8,040 8,040
Fund investments 42,692 206,200 - 248,892
Fair Value 234,913 206,200 8,040 4 4 9,153
Hansa Investment Company Limited Annual Report 31 March 2025
82
The Company’s policy is to recognise transfers into and out of the different fair value hierarchy levels at the date of the event
orchange in circumstances that caused the transfer to occur.
A reconciliation of fair value measurements in Level 3 is set out in the following table:
2025
equity
investments
£000
2024
equity
investments
£000
Opening Balance 8,040 9,132
Transferred from Level 1 - -
Purchases 1,132 367
Sales (Capital Distribution) - (402)
Total gains or losses included in gains on investments in the Income Statement:
on assets sold - -
on assets held at year end 45 (1,057)
Closing Balance 9,217 8,040
As at 31 March 2025, the investment in DV4 has been classified as Level 3. This is because the investment has been valued using the
most recent estimated NAV as advised to the Company by DV4, adjusted for any further drawdowns, distributions or redemptions
between the valuation date and 31 March 2025. The most recent valuation statement was received on 12 March 2025 and relates to
the DV4 portfolio at 31 December 2024. Additionally, the underlying assets of DV4 are all Real Estate in nature and, as such, there is
not a readily comparable market of identical assets for valuation purposes. In the absence of a valuation for 31 March 2025 from DV4,
the Company performed additional procedures to determine the reasonableness of the fair value estimate for inclusion in the Financial
Statements. Direct enquiries of the manager of DV4 were made in July 2020 to understand, amongst others, valuation process and
techniques used, external experts used in the valuation process and updated details of underlying property portfolio. In addition, the
Company has obtained external independent valuation data and compared the historic valuation movements of DV4 to that data. It
has been confirmed with DV4’s manager that the valuation procedures discussed in July 2020 are still the same used now. In addition,
the Company has compared the historic valuation movements of DV4 to the CBRE Monthly Property Index. Based on the information
obtained and additional analysis performed the Company is satisfied that DV4 is carried in these Financial Statements at an amount
that represents its best estimate of fair value at 31 March 2025. It is believed the value of DV4 as at 31 March 2025 will not be
materially different, but this valuation is based on historic valuations by DV4, does not have a readily available third party comparator
and, as such, is an estimate. If the value of the investment was to increase or decrease by 10%, while all other variables remained
constant, the return and net assets attributable to shareholders for the year ended and as at 31 March 2024 would have increased or
decreased by £777,000 (2024: £770,000). The Board considers 10% to be a potential movement between valuation periods borne out
by historic valuation trends. However, this does not preclude the valuation moving a greater amount than 10% in the future.
20 Related parties and transactions with the portfolio manager
William Salomon is a Director of the Company and Senior Partner of the Company’s Portfolio Manager. Details of the relationship
between the Company and Hansa Capital Partners LLP, including amounts paid during the year and owing at 31 March 2025,
are disclosed in the Governance Section – Service Providers on pages 45 to 46 and in Note 3 on page 74. Details of the
relationship between the Company and the Directors, including amounts paid during the period to 31 March 2025, are disclosed in the
Governance Section – The Board on page 40 and also in the Directors’ Remuneration Report on pages 51 to 54.
21 Controlling parties
At 31 March 2025 Victualia Limited Partnership and Nomolas Ltd each held 25.9% of the issued Ordinary shares. Additional
information is disclosed in the Strategic Review – Substantial Shareholders on page 31.
22 Post balance sheet events
There are no significant events that have occurred after the end of the reporting year to the date of this Report which
require disclosure.
ADDITIONAL INFORMATION
83
Additional
Information
83
Hansa Investment Company Limited Annual Report 31 March 2025
84
Notice of the Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of the Company will be held at the Hamilton Princess
Hotel, 76 Pitts Bay Rd, Pembroke HM 08, Bermuda on Tuesday 5 August 2025 at 9:00 a.m. (Bermuda time) for the following purposes:
Agenda
• To appoint a chairperson of the meeting.
• To confirm notice.
Resolutions
1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31
March 2025.
2. To re-elect Jonathan Davie (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
3. To re-elect Richard Lightowler (a biography and Board endorsement can be found earlier on in the Report) as a Director of
the Company.
4. To re-elect William Salomon (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
5. To re-elect Simona Heidempergher (a biography and Board endorsement can be found earlier on in the Report) as a Director of
the Company.
6. To re-elect Pedro Gonçalves (a biography and Board endorsement can be found earlier on in the Report) as a Director of the Company.
7. To approve the Directors’ Remuneration Report.
8. To approve the Directors’ Remuneration Policy and authorise the Board to determine the remuneration of the Directors.
9. To approve the Company’s Dividend Policy as can be found earlier on in the Annual Report.
10. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Directors to determine the remuneration
of the Auditor.
11. Approval to repurchase up to 14.99% of the ‘A’ non-voting Ordinary shares of 1p each in the issued shares capital of the Company
(the “Shares”).
THAT the Company be and hereby is unconditionally authorised to make market purchases up to an aggregate of 11,992,000 shares at a
price (exclusive of expenses) which is:
• not less than 1p per share; and
• not more than the higher of: i) 5% above the average of the middle-market quotations (as derived from and calculated by reference
to the Daily Official List of the London Stock Exchange) for ‘A’ non-voting Ordinary shares of 1p each in the five business days
immediately preceding the day on which the share is purchased; and ii) the higher of the last independent trade and the then current
highest independent bid.
AND
THAT the approval conferred by this resolution shall expire on the date of the next AGM (except in relation to the purchase of shares, the
contract for which was concluded before such date and which might be executed wholly or partly after such date) unless the authority is
renewed or revoked at any other general meeting prior to such time.
For and on behalf of Conyers Corporate Services (Bermuda) Limited
Vida Kam
Secretary
15 July 2025
ADDITIONAL INFORMATION
85
Notes for Shareholders
1 Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 (as amended), only those members
registered in the register of members of the Company 48 hours
before the Annual General Meeting (i.e. by close of business
UK time on 1 August 2025) (or if the Meeting is adjourned,
in the register of members of the Company 48 hours before
the date and time of the adjourned meeting) (the “Meeting”)
shall be entitled to attend or vote at the Meeting in respect of
the number of shares registered in their respective names at
that time. Changes to entries on the register of members after
that time will be disregarded in determining the rights of any
person to attend or vote at the Meeting.
2 Registered members of the Company may vote at the Meeting
(whether by show of hands or poll) in person or by proxy or
corporate representative. A member may appoint one or more
persons as his proxy to attend and vote at the Meeting on his
behalf. A proxy need not be a member. Where more than one
proxy is appointed the instrument of proxy must specify the
number of shares each proxy is entitled to vote.
3 The appointment of a proxy will not affect the right of a
member to attend and vote in person at the Meeting or
adjourned meeting. A member that is a corporation may
appoint a representative to attend and vote on its behalf at
the Meeting by delivering evidence of such appointment to
the Company’s registrar no later than 48 hours before the
time fixed for the Meeting (i.e. by 1:00pm UK time on 1 August
2025) or any adjourned meeting.
4 In order to be valid, the proxy appointment (together with any
power of attorney or other authority (if any) under which it is
signed, or a notarised certified copy of that authority) must
be returned by one of the following methods, in each case so
as to arrive no later than 1:00pm UK time on 1 August 2025
or, in the case of an adjourned meeting, not less than 48 hours
before the time appointed for holding such adjourned meeting
(ignoring for these purposes non-working days) or (in the case
of a poll taken otherwise than at or on the same day as the
Meeting or adjourned meeting) for the taking of the poll at
which it is to be used: via www.investorcentre.co.uk/eproxy by
using the details on your Form of Proxy; or in hard copy form
by post, by courier or by hand to the Company’s Registrars,
Computershare Investor Services (Bermuda) Limited, c/o The
Pavilions, Bridgwater Road, Bristol BS99 6ZY.
If you need help with voting online or need to request a
proxy form, please contact our Registrars, Computershare
Investor Services (Bermuda) Limited on +44 (0) 370 702
0000. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the UK will be charged
at the applicable international rate. They are open between
9.00am - 5.30pm UK time, Monday to Friday excluding public
holidays in England and Wales. Alternatively, Computershare
at WebCorres@computershare.co.uk.
Notes for Depositary Interest Holders
1 You will not receive a form of direction for the Annual General
Meeting in the post. Depositary interests may be voted
through the CREST Proxy Voting Service in accordance with
the procedures set out in the CREST manual.
In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST
message (a “CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the information
required for such instruction, as described in the CREST
Manual (available via www.euroclear.com/CREST). The
message, regardless of whether it constitutes the appointment
of a proxy or is an amendment to the instruction given to
a previously appointed proxy must, in order to be valid, be
transmitted so as to be received by the issuer’s agent ID 3RA50
by 1:00pm UK time on 31 July 2025. For this purpose, the time
of receipt will be taken to be the time (as determined by the
time stamp applied to the message by the CREST Application
Host) from which the issuer’s agent is able to retrieve the
message by enquiry to CREST, in the manner prescribed by
CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to
the appointee through other means. CREST members and,
where applicable, their CREST sponsors, or voting service
providers should note that Euroclear UK & Ireland Limited
does not make available special procedures in CREST for any
particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed a
voting service provider, to procure that his CREST sponsor
or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
2 In the case of Depositary Interest Holders, a form of direction
may be requested and completed in order to instruct
Computershare Company Nominees Limited, the Depositary,
to vote on the holder’s behalf at the Meeting by proxy or, if
the Meeting is adjourned, at the adjourned meeting. Requests
for a hard copy should be sent to Computershare Investor
Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99.
3 To be effective, a valid form of direction (and any power of
attorney or other authority under which it is signed) must be
received electronically or delivered to Computershare Investor
Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 by no later by 1:00pm UK time on 31 July
2025 or 72 hours before any adjourned Meeting.
4 The Depositary will appoint the Chairman of the meeting
as its proxy to cast your votes. The Chairman may also vote
Hansa Investment Company Limited Annual Report 31 March 2025
86
or abstain from voting as he or she thinks fit on any other
business (including amendments to resolutions) which may
properly come before the meeting.
5 The ‘Vote Withheld’ option is provided to enable you to
abstain from voting on the resolutions. However, it should be
noted that a ‘Vote Withheld’ is not a vote in law and will not
be counted in the calculation of the proportion of the votes
‘For’ and ‘Against’ a resolution.
6 Depositary Interest holders wishing to attend the meeting
should contact the Depositary at Computershare Investor
Services (Bermuda) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 or by emailing UKALLDITeam2@
computershare.co.uk by no later than by 1:00pm UK time on
31 July 2025.
All holders
1 The quorum for the Annual General Meeting shall be two or
more shareholders present in person or by proxy. If within
two hours from the time appointed for the meeting a quorum
is not present, the meeting shall be adjourned to the next
business day at the same time and place or to such other time
and place as the Directors may determine, and if a quorum is
not present at any such adjourned meeting, the meeting shall
be dissolved.
2 As of 15 July 2025 the Company’s total number of shares in
issue is 40,000,000 Ordinary shares of 1p each and 80,000,000
‘A’ non-voting Ordinary shares of 1p each in issue. The
Ordinary shareholders are entitled to one vote per Ordinary
share held. The ‘A’ non-voting Ordinary shares do not entitle
the holders to vote or receive notice of meetings, but in all
other respects they have the same rights as the Company’s
Ordinary shares.
3 A copy of this notice and other information can be found
at https://www.hansaicl.com/shareholder-information/
financial-and-investment-reporting/year-2025.aspx#2025
ADDITIONAL INFORMATION
87
Company information
The Company currently manages its affairs so as to be a qualifying
investment company for ISA purposes, for both the Ordinary and
‘A’ non-voting Ordinary shares. It is the present intention that the
Company will conduct its affairs so as to continue to qualify for
ISA products. In addition, The Company is classified as a Readily
Realisable Security under FCA rules and can be recommended by
independent financial advisors to ordinary retail investors. Finally,
Hansa Investment Company Limited is registered as a Reporting
Financial Institution with the US IRS for FATCA purposes.
Capital structure
The Company has 40,000,000 Ordinary shares of 1p each and
80,000,000 ‘A’ non-voting Ordinary shares of 1p each in issue. The
Ordinary shareholders are entitled to one vote per Ordinary share
held. The ‘A’ non-voting Ordinary shares do not entitle the holders
to vote or receive notice of meetings, but in all other respects they
have the same rights as the Company’s Ordinary shares.
Secretary and registered office
Conyers Corporate Services (Bermuda) Limited
Clarendon House
2 Church Street PO Box HM666
Hamilton HM CX Bermuda
Investor information
Register for updates
To receive the latest news
and views on the Company,
please register at
www.hansaicl.com
Please contact the Portfolio Manager, as
below, if you have any queries concerning the
Company’s investments or performance.
Portfolio Manager and additional administrative
services provider
Hansa Capital Partners LLP
6th Floor North
20 Balderton Street
London
W1K 6TL
United Kingdom
Telephone: +44 (0) 207 647 5750
Email: hiclenquiry@hansacap.com
Website: www.hansagrp.com
Please contact the Registrars, as below, if you
have a query about a certificated holding in the
Company’s shares.
Registrar
Computershare Investor Services (Bermuda) Limited
c/o 13 Castle Street
St Helier
Jersey
JE1 1ES
Telephone: +44 (0) 370 707 4040
Email: info@computershare.co.je
Website: www.computershare.com/je
If you have a query, you can call our Shareholder helpline
on +44 (0) 370 707 4040. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable
international rate. Lines are open between 08:30 - 17:30,
Monday to Friday excluding public holidays in England
and Wales.
Further information about Hansa Investment
Company Limited, including monthly fact
sheets, Stock Exchange announcements and
shareholder presentations, can be found on the
Company’s website: www.hansaicl.com
Hansa Investment Company Limited Annual Report 31 March 2025
88
Financial calendar
Company year end
31 March
Annual Report released to shareholders
July
Annual General Meeting
August
Announcement of half-year results
November
Half-year Report released to shareholders
December
Interim dividend payments
Historically, August, November, February and May. In anticipation
of the Possible Combination of the Company with OWHL. it was
stated within the announcement that, should the transaction
proceed, the Board would introduce a Capital Allocation policy
whereby the Company would implement on-market share
buybacks of between 2% and 4% of its issued share capital (which
may include both voting Ordinary shares and ‘A’ non-voting
Ordinary shares) replacing the Company’s existing dividend policy.
Share price listings
The price of your shares can be found on our website. In addition,
share price information for Ordinary shares / ‘A’ non-voting
Ordinary shares can be found via the following codes:
ISIN
BMG428941162 / BMG428941089
SEDOL
BKLFC18 / BKLFC07
Reuters
HAN.L / HANA.L
Bloomberg
HAN LN / HANA LN
TIDM
HAN / HANA
Legal Entity Identifier
213800RS2PWJXS2QDF66
Investor disclosure
AIFMD
Hansa Investment Company Limited’s AIFMD Investor Disclosure
document can be found on its website. The document is a
regulatory requirement and summarises key features of the
Company for investors.
Packaged Retail and Insurance-based Investment
Products (PRIIPs)
Under the PRIIPs Regulation (Regulation (EU) 1286/2014),
the manufacturer of any investment company was required
to make available a Key Investor Documents (KID). This was
formally enforced by new legislation in November 2024 (The
Packaged Retails and Insurance Based Investment Products
(Retail Disclosure)(Amendment) Regulations 2024). There is no
replacement for the KID, and whilst the FCA finalises details
in relation to any replacement requirements, KIDs for both the
Ordinary and ‘A’ non-voting Ordinary shares of the Company
will continue to be available for all prospective investors.
Links to these documents can be found on the Company’s
website: www.hansaicl.com.
Service providers
Independent Auditor
PricewaterhouseCoopers LLP
Solicitors – Bermuda
Conyers Dill & Pearman Limited
Solicitors – UK
Dentons UK and Middle East LLP
Custodian
Banque Lombard Odier & Cie SA
Stockbroker
Winterflood Investment Trusts
Administrator
Apex Fund Administration Services (UK) Ltd to 31 March 2025.
Juniper Partners as of 1 April 2025.
Alternative Investment Fund Manager
Hanseatic Asset Management LBG
ADDITIONAL INFORMATION
89
Association of Investment Companies (AIC)
The Association of Investment Companies is the UK trade
association for closed-ended investment companies (www.
theaic.co.uk). Despite the Company not being UK domiciled, the
Company is UK listed and operates in most ways in a similar
manner to a UK Investment Trust. Therefore, the Company follows
the AIC Code of Corporate Governance and the Board considers
that the AIC’s guidance on issues facing the industry remains very
relevant to the operations of the Company.
Alternative Investment Fund Managers Directive
(AIFMD)
The AIFMD is a regulatory framework for alternative investment
fund managers (AIFMs), including managers of hedge funds,
private equity firms and investment trusts. Its scope is broad and,
with a few exceptions, covers the management, administration and
marketing of alternative investment funds (AIFs). Its focus is on
regulating the AIFM rather than the AIFs.
Annual dividend / dividend
The amount paid by the Company to shareholders in dividends
(cash or otherwise) relating to a specific financial year of the
Company. The Company’s dividend policy for the year to 31 March
2025 was to announce its expected level of dividend payment at
the start of the financial year. Barring unforeseen circumstances,
the Company then made four interim dividend payments each
year – at the end of August, November and February during that
financial year and at the end of May following the end of the
financial year. As part of the potential Combination, the Board
proposes a capital allocation policy that: (i) prioritises annual share
buybacks of between 2% and 4% of its shares; and (ii) pay dividends
only to the extent required to ensure that the new combined
company is not treated as a non-mainstream pooled investment.
In anticipation of the above, the Company will not announce any
interim dividends ahead of any shareholder vote regarding the
Possible Combination. The Board would assess the Company’s
options should the Possible Combination not proceed.
Bid price
The price at which you can sell shares determined by supply
and demand.
Capital structure
The stocks and shares that make up a company’s capital, i.e.
the amount of ordinary and preference shares, debentures and
unsecured loan stock etc. which are in issue.
Closed-ended
A company with a fixed number of shares in issue.
Depositary/custodian
A financial institution acting as a holder of securities
for safekeeping.
Discount
When the share price is lower than the NAV, it is referred to as
trading at a discount. The discount is expressed as a percentage of
t h e N AV.
Expense ratio
An expense ratio is determined through an annual calculation,
where the operating expenses are divided by the average NAV. Note
there is also a description of an additional PRIIPs KID ongoing
charges ratio explained in this Annual Report.
FCA
The Financial Conduct Authority (FCA) is a financial regulatory
body in the United Kingdom.
Five-year rolling NAV return (per annum)
The rate at which, compounded for five years, will equal the five
year NAV total return to end March, assuming dividends are always
reinvested at pay date.
Five-year NAV and share price total return
Rebased from 0% at the start of the five year period, this is
the rate at which the Company’s NAV and share prices would
have returned at any period from that starting point, assuming
dividends are always reinvested at pay date. The Company will
continue to quote results from its predecessor, Hansa Trust Ltd,
as part of that reporting so shareholders can see the longer-term
performance of the portfolio.
FRC
The Financial Reporting Council (FRC) is an independent
regulator in the UK and Ireland, responsible for regulating auditors,
accountants, actuaries, and setting the UK’s Corporate Governance
and Stewardship Codes.
Gearing
Gearing refers to the level of borrowing related to equity capital.
Hedging
Strategy used to reduce risk of loss from movements in interest
rates, equity markets, share prices or currency rates.
Issued share capital
Issued share capital is the total number of shares subscribed to by
the shareholders.
Glossary of terms
Hansa Investment Company Limited Annual Report 31 March 2025
90
Key Information Document (KID)
This is a document of a form previously stipulated under the UK
PRIIPs Regulations. It provides basic, pre-contractual, information
about the Company and its share classes in a simple and accessible
manner. It is not marketing material. At the time of this Annual
Report, the UK regulatory authorities have temporarily suspended
the requirement for Investment Companies to publish a KID
following feedback that the documents were unclear to users –
particularly regarding fee disclosures. Whilst this review is ongoing,
the Company has continued to publish a KID for each share class
in substantially the same form as previously required, but with
additional disclosure where it is felt appropriate. The Company
awaits further clarification from the UK regulatory authorities.
Key Performance Indicators (KPIs)
A set of quantifiable measures a company uses to gauge its
performance over time. These metrics are used to determine a
company’s progress in achieving its strategic and operational
goals and also to compare a company’s finances and performance
against other businesses within its industry. In the case of historic
information, the KPIs will be compared against data of both the
Company and, prior to the Company’s formation, from Hansa
Trust Ltd.
Market capitalisation
The market value of a company’s shares in issue. This figure is
found by taking the stock price and multiplying it by the total
number of shares outstanding.
Mid price
The average of the bid and offer prices of a particular
traded share.
Net Asset Value (NAV)
The value of the total assets minus liabilities of a company.
Net Asset Value total return
See Total return.
Offer price
The price at which you can buy shares determined by supply
and demand.
Ordinary shares
Shares representing equity ownership in a company allowing
investors to receive dividends. Ordinary shareholders have the
pro-rata right to a company’s residual profits. In other words, they
are entitled to receive dividends if any are available after payments
to financial lenders and dividends on any preferred shares are paid.
They are also entitled to their share of the residual economic value
of the company should the business unwind.
Hansa Investment Company Limited has two classes of Ordinary
shares – the Ordinary shares (40,000,000 shares) and the ‘A’ non-
voting Ordinary shares (80,000,000 shares). Both have the same
financial interest in the underlying assets of the Company and
receive the same dividend per share, but differ only in that only the
former shares have voting rights, whereas the latter do not. They
trade separately on the London Stock Exchange, nominally giving
rise to different share prices at any given time.
Premium
When the share price is higher than the NAV it is referred to as
trading at a premium. The premium is expressed as a percentage of
t h e N AV.
Packaged Retail and Insurance-based Investment Product
(PRIIP)
Packaged retail investment and insurance-based products (PRIIPs)
make up a broad category of financial assets that are regularly
provided to consumers in the European Union. The term PRIIPs,
created by the European Commission to regulate the underlying
market, is defined as any product manufactured by the financial
services industry, to provide investment opportunities to retail
investors, where the amount repayable is subject to fluctuation
because of exposure to reference values, or the performance of
underlying assets not directly purchased by the retail investor. See
also Key Information Document (KID).
PRA
The Prudential Regulation Authority (PRA) is a United Kingdom
financial services regulatory body responsible for the prudential
regulation and supervision of banks, building societies, credit
unions, insurers, and major investment firms.
Shareholders’ funds/equity shareholders’ funds
This value equates to the NAV of the Company. See NAV.
Spread
The difference between the bid and ask price.
Tradable Instrument Display Mnemonics (TIDM)
A short, unique code used to identify UK-listed shares. The TIDM
code is unique to each class of share and to each company. It
allows the user to ensure they are referring to the right share.
Previously known as EPIC.
Total return
When measuring performance, the actual rate of return of an
investment or a pool of investments over a given evaluation
period. Total return includes interest, capital gains, dividends and
distributions realised over a given period of time.
Total return – shareholder
The total return to a shareholder is a measure of the performance
of the Company’s share price over time. It combines share price
appreciation/depreciation and dividends paid to show the total
return to the shareholder expressed as an annualised percentage.
In the case of historic information, the total return will include
data against data of both the Company and, prior to the Company’s
formation, from Hansa Trust Ltd.
91
OVERVIEW
Hansa Investment Company Ltd
Clarendon House
2 Church Street
PO Box HM666
Hamilton HM CX Bermuda
+44 (0) 207 647 5750
hiclenquiry@hansacap.com
www.hansaicl.com