Ocean Wilsons Holdings — Strategic options being considered

Ocean Wilsons Holdings (LSE: OCN)

Last close As at 17/05/2024

GBP13.45

−110.00 (−7.56%)

Market capitalisation

GBP476m

More on this equity

Research: Investment Companies

Ocean Wilsons Holdings — Strategic options being considered

Ocean Wilsons Holdings’ (OCN’s) strategic review remains ongoing. Despite the review and the potential for value realisation, OCN still trades at a c 51% discount to its value, which we believe is 2,564p.

Andy Murphy

Written by

Andy Murphy

Director, Financials & Industrials

Investment Companies

Ocean Wilsons Holdings

Strategic options being considered

Q323 results update

Investment companies

2 February 2024

Price

1,400p

Market cap

£495m

US$1.19/£, BRL5.41/US$

Net debt (US$m), ex leases of US$216.5m, at 30 June 2023

309.4

Shares in issue

35.4m

Free float

36%

Code

OCN

Primary exchange

LSE

Secondary exchange

Bermuda

Share price performance

%

1m

3m

12m

Abs

16.7

46.1

53.9

Rel (local)

18.6

39.3

57.2

52-week high/low

1,400p

820p

Business description

Ocean Wilsons Holdings is an investment company based in Bermuda. It has a controlling shareholding in Wilson Sons, a quoted maritime services company in Brazil, and holds a portfolio of international investments.

Next events

Preliminary results

March 2024

Analyst

Andy Murphy

+44 (0)20 3077 5700

Ocean Wilsons Holdings is a research client of Edison Investment Research Limited

Ocean Wilsons Holdings’ (OCN’s) strategic review remains ongoing. Despite the review and the potential for value realisation, OCN still trades at a c 51% discount to its value, which we believe is 2,564p.

Year end

Revenue (US$m)

PBT*
(US$m)

EPS*
(c)

DPS
(c)

P/E
(x)

Yield
(%)

12/21

396.4

110.8

181.2

70.0

7.7

5.0

12/22

440.1

38.5

(51.9)

70.0

N/A

5.0

12/23e

472.6

107.2

159.2

70.0

8.8

5.0

12/24e

521.7

135.5

214.7

100.0

6.5

7.1

Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments.

Strategic review expanding and ongoing

On 12 June, OCN confirmed that it was in the early stages of a strategic review involving the company’s investment in PORT3 and that all potential strategic options would be considered. The interim statement went on to say that the review would ‘provide a platform for us to optimise our asset mix, enhance returns and drive growth in the longer term’. OCN’s November Q323 update stated that its appointed adviser had received several ‘highly conditional’ non-binding offers for OW Overseas (Investments) Limited, which is the holding company that has a 57% stake in PORT3. The company said that an update would be released in due course.

Underlying operations trade well

At the Q3 trading update, OCN confirmed that the trading value of its 57% share in Wilson Sons was worth US$679.4m, which equated to US$19.21 (£15.74) per Ocean Wilsons share. Its investment portfolio was valued at US$297.8m or US$8.42 (£6.90) per Ocean Wilsons share. The implied net asset value of OCN, including US$2.7m of cash, was US$27.71, or £22.70 per share. In the first nine months of 2023, the value of the investment portfolio increased by US$11m, or 3.7%. PORT3 has also traded well in Q3 with revenue up 8.3% to US$356.4m and EBITDA up 14.2% to US$153.1m.

Valuation: OCN trades at a c 51% discount

To value OCN we have taken the last published equity value (30 June 2023), excluding minorities, of US$565.2m, or £444.1m. We have then subtracted the equity value at the same date of OCN’s 57% stake in PORT3 of £206.2m, leaving an equity value of OCN (ex PORT3) of £237.9m. We have then added back the current market value of OCN’s 57% stake in PORT3 and arrived at a market value of OCN of £906.7m (or 2,564p/share), against a current market capitalisation of £443.8m (1,255p/share). This implies that OCN trades at a 51.1% discount to its market price value. Our forecasts have been updated to reflect the Q323 results.

Huge discount remains despite 2023 bounce

Despite a c 50% bounce in OCN’s share price since 9 June 2023, we believe the shares still trade at a c 51% discount to our valuation of 2,564p/share. A resolution to the strategic review currently being undertaken may crystalise the inherent discount in the share price versus its valuation.

Sum-of-the-parts valuation implies significant upside

OCN is an investment company that has held a 57% strategic stake in the Brazilian-listed port services company Wilson Sons (PORT3) for many years. It also holds a portfolio of mainly listed, but some unlisted, investments.

In Exhibit 1 we attempt to value OCN. Firstly, we took the last published equity value (30 June 2023), excluding minorities, of OCN of US$565.2m, or £444.1m. Secondly, we subtracted the equity value at the same date of OCN’s 57% stake in PORT3 of £206.2m, leaving an equity value of OCN (ex PORT3) of £237.9m. Finally, we added back the current market value of OCN’s 57% stake in PORT3 and arrived at a market value of OCN of £906.7m (or 2,564p/share) against a current market capitalisation of £443.8m (1,255p/share). This implies that OCN trades at a 51.1% discount to its market price value despite the bounce in the share price this year, from a low of 820p on 9 June to the current level. This calculation does not include any potential increase in the value of the investment portfolio since the last published date of 30 June, nor any additional profit accrued from its holding in PORT3 since that date.

The PORT3 share price has bounced in recent months following the announcement that OCN is considering its strategic options relating to the PORT3 position within the group. PORT3 is trading on a 2023 EV/EBITDA multiple of c 10.0x, which is close to the average multiple of a group of international peers (FY23 average of 10.5x) and so we consider this to be relatively conservative given the M&A upside of this particular asset at the moment and the significant growth that PORT3 has demonstrated throughout 2023. For reference, we estimate that each 0.5x of EV/EBITDA ratio added raises the total value of OCN by £44.3m or 125p/share.

Exhibit 1: Market value of Ocean Wilsons

Entity

Currency m

(p/share)

Ocean Wilsons (OCN)

Total equity/NAV, ex minorities, (US$m - 30 June)

565.2

Total equity/NAV, ex minorities, (£m - 30 June)

444.1

Wilson Sons (PORT3)

Total equity/NAV (BRLm - 30 June)

2,278.9

Total equity (100%, £m - 30 June)

361.7

Minus 57% of equity, £m - 30 June

(206.2)

Equity value of OCN, ex PORT3 equity value (£m)

237.9

Add, 57% of Wilson Sons market cap (£m)

668.8

Total value of Ocean Wilsons (OCN) at market price (£m)

906.7

2,564

Current market value of Ocean Wilsons (£m)

443.8

1,255

OCN discount to market value

-51.1%

-51.1%

Source: Edison Investment Research

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

Exhibit 2: Financial summary

US$m

2019

2020

2021

2022

2023e

2024e

2025e

31-December

IFRS

IFRS

IFRS

IFRS

IFRS

IFRS

IFRS

INCOME STATEMENT

Revenue

 

 

406.1

352.8

396.4

440.1

472.6

521.7

584.0

EBITDA

 

 

132.0

131.5

158.8

176.8

186.6

214.3

238.7

Normalised operating profit

 

 

69.3

70.2

97.4

112.4

115.3

143.0

167.4

Share-based payments

(0.4)

(0.1)

(0.4)

(0.3)

(0.3)

(0.3)

(0.3)

Reported operating profit

68.9

70.0

97.0

112.1

115.0

142.7

167.1

Net Interest

(21.7)

(21.6)

(26.1)

(26.1)

(28.1)

(28.3)

(22.9)

Joint ventures & associates (post tax)

0.6

(4.1)

(5.0)

3.2

12.1

12.1

12.1

Exceptionals

0.0

0.0

0.0

0.0

0.0

0.0

0.0

Profit Before Tax (norm)

 

 

82.9

74.7

110.8

38.5

107.2

135.5

165.2

Profit Before Tax (reported)

 

 

82.5

74.6

110.4

38.1

106.9

135.2

164.9

Reported tax

(21.5)

(26.6)

(27.9)

(26.7)

(19.2)

(24.3)

(29.7)

Profit After Tax (norm)

61.4

48.1

82.8

11.8

87.9

111.2

135.5

Profit After Tax (reported)

61.0

48.0

82.5

11.5

87.6

110.9

135.2

Minority interests

(14.2)

(9.3)

(18.8)

(30.2)

(31.6)

(35.3)

(39.5)

Net income (normalised)

47.2

38.8

64.1

(18.3)

56.3

75.9

95.9

Net income (reported)

46.9

38.7

63.7

(18.7)

56.0

75.6

95.6

Basic average number of shares outstanding (m)

35

35

35

35

35

35

35

EPS - basic normalised (c)

 

 

133.53

109.83

181.19

(51.88)

159.24

214.66

271.32

EPS - diluted normalised (c)

 

 

133.53

109.83

181.19

(51.88)

159.24

214.66

271.32

EPS - basic reported (c)

 

 

132.49

109.47

180.15

(52.82)

158.39

213.81

270.47

Dividend (c)

70.00

70.00

70.00

70.00

70.00

100.00

125.00

Revenue growth (%)

14.4

(0.2)

(28.9)

21.0

50.9

(1.8)

0.0

EBITDA Margin (%)

32.5

37.3

40.1

40.2

39.5

41.1

40.9

Normalised Operating Margin

17.1

19.9

24.6

25.5

24.4

27.4

28.7

BALANCE SHEET

 

Fixed Assets

 

 

981.0

861.1

861.8

931.3

953.5

973.7

993.9

Intangible Assets

36.4

30.4

28.3

27.8

41.3

57.7

74.1

Tangible Assets

627.0

579.1

563.1

589.6

581.3

573.0

564.7

Investments & other

317.6

251.6

270.5

313.8

330.9

343.0

355.1

Current Assets

 

 

460.6

492.8

518.5

470.0

493.2

546.0

614.4

Debtors

56.7

47.8

59.4

67.1

70.9

78.3

87.6

Cash & cash equivalents

378.3

422.5

433.8

368.4

387.8

433.2

492.3

Other

25.5

22.5

25.4

34.5

34.5

34.5

34.5

Current Liabilities

 

 

(115.7)

(124.3)

(131.3)

(153.2)

(151.3)

(163.0)

(176.8)

Creditors

(56.6)

(41.1)

(58.5)

(58.3)

(63.8)

(70.4)

(78.8)

Tax and social security

(0.5)

(6.3)

(8.1)

(10.3)

(2.9)

(8.0)

(13.3)

Short term borrowings

(36.6)

(58.7)

(45.3)

(59.9)

(59.9)

(59.9)

(59.9)

Other

(21.9)

(18.2)

(19.4)

(24.7)

(24.7)

(24.7)

(24.7)

Long Term Liabilities

 

 

(540.1)

(485.9)

(465.4)

(493.9)

(493.9)

(493.9)

(493.9)

Long term borrowings

(298.3)

(284.0)

(256.3)

(262.0)

(262.0)

(262.0)

(262.0)

Other long term liabilities

(241.7)

(201.9)

(209.1)

(231.9)

(231.9)

(231.9)

(231.9)

Net Assets

 

 

785.9

743.7

783.7

754.1

801.6

862.7

937.6

Minority interests

(216.1)

(187.9)

(190.0)

(199.5)

(199.5)

(199.5)

(199.5)

Shareholders' equity

 

 

569.8

555.8

593.7

554.6

602.1

663.2

738.1

CASH FLOW

Op Cash Flow before WC and tax

123.8

109.3

143.9

75.9

158.9

182.2

206.5

Returns on investment and other

(34.7)

(33.4)

(49.5)

47.9

(11.0)

(12.2)

(12.2)

Working capital

10.4

21.6

1.0

(22.6)

0.5

(2.6)

(3.3)

Exceptional & other

(0.4)

11.9

9.1

(4.7)

(13.5)

(11.8)

(11.8)

Tax

(23.3)

(29.1)

(27.3)

(22.1)

(26.7)

(19.2)

(24.3)

Other

59.6

48.1

54.0

52.7

47.3

52.7

52.6

Net operating cash flow

 

 

135.3

128.4

131.3

127.2

155.6

189.1

207.5

Capex

(86.4)

(58.2)

(48.4)

(63.9)

(61.6)

(61.6)

(61.6)

Acquisitions/disposals

23.0

(13.5)

(13.5)

57.4

(28.0)

0.0

0.0

Net interest

(29.0)

(22.7)

(25.2)

(30.1)

(28.1)

(28.3)

(22.9)

Equity financing

21.1

22.7

(40.1)

3.0

(6.0)

(6.0)

(6.0)

Dividends

(42.2)

(42.2)

(42.6)

(49.9)

(49.7)

(49.8)

(60.4)

Net Cash Flow

21.9

14.5

(38.5)

43.7

(17.9)

43.4

56.6

Opening net debt/(cash)

 

 

263.5

266.0

279.4

273.0

246.2

257.0

213.6

FX

(3.2)

(20.2)

3.8

3.5

7.0

0.0

0.0

Other non-cash movements

(21.2)

(7.7)

41.1

(20.3)

0.0

0.0

0.0

Closing net debt/(cash)

 

 

266.0

279.4

273.0

246.2

257.0

213.6

157.1

Source: Company accounts, Edison Investment Research


General disclaimer and copyright

This report has been commissioned by Ocean Wilsons Holdings and prepared and issued by Edison, in consideration of a fee payable by Ocean Wilsons Holdings. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright: Copyright 2024 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

General disclaimer and copyright

This report has been commissioned by Ocean Wilsons Holdings and prepared and issued by Edison, in consideration of a fee payable by Ocean Wilsons Holdings. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright: Copyright 2024 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

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Research: TMT

Vection Technologies — Record half and strong H2 visibility

Vection Technologies’ H124 activity report shows sustained momentum, with the group delivering 37% y-o-y revenue growth to A$11.9m. Total contract value (TCV) of A$16.7m was up 67% y-o-y, providing strong revenue visibility for the rest of FY24. As with Q1, we believe growth has been driven by the expansion of existing low-margin, one-off transactions into large multi-year deals. Expanding deals, rather than relying on new wins, underpin the opportunity for operationally geared growth, with management expecting to see the benefits of recent cost reduction measures in H2.

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