Circ re. proposed initial pub

Ocean Wilsons Holdings Ld
02 April 2007


For immediate release 2 April 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN

                                     PART I

                         OCEAN WILSONS HOLDINGS LIMITED

Proposed initial public offering of Wilson Sons Limited ('WS'), grant of options
under new long term incentive plan and notice of special general meeting

Summary

(S)         Proposed initial public offering of WS, the owner of the Group's
Brazilian Business, which the Board believes provides an opportunity to enhance
the value of the Brazilian Business and realise value for the Company's
shareholders

(S)         IPO creates two distinct business arms for the Company: a majority
shareholding in WS, a newly listed company owning the Brazilian Business, and
the management of a portfolio of international investments

(S)         Primary and secondary offering of WS Shares to be listed on
Luxembourg Stock Exchange and traded on Euro MTF market and offer of shares in
the form of Brazilian Depositary Receipts to be listed and traded on Sao Paulo
Stock Exchange

(S)         The Company shall hold not less than 51% of WS immediately following
the IPO

(S)         Price to be determined following a 'book building' process to set
the Offer Price for WS Shares towards the end of April 2007

(S)         Proceeds received by the Company from disposal of WS Shares in the
secondary offering to be used to fund the Group's ongoing investment business

(S)         Circular in connection with proposed initial public offering of WS
posted to shareholders today

(S)         Special General Meeting to be held on 19 April 2007


Introduction

The initial public offering of WS, the holding company of the Company's
Brazilian Business on the Luxembourg Stock Exchange and the Sao Paulo Stock
Exchange (BOVESPA), is currently scheduled to take place towards the end of
April 2007. In the meantime, due to the potential significance to the Company of
the proposed initial public offering, the Company is seeking prior approval of
shareholders at a Special General Meeting.

Benefits of the IPO

The Company's long-stated objective has been to create long term value for
Shareholders by establishing strong positions in a range of sectors in the
Brazilian and other Latin American markets. While the Brazilian Business is well
positioned to focus on its current operations, to invest in its future
development and to pursue exciting opportunities for future growth, the Board
believes that the IPO should benefit both the Brazilian Business and the Company
by

   • creating more visibility for the Brazilian Business;
   • permitting separate ownership of the Brazilian Business and the
    investments and other assets of the Company;
   • unlocking value in the Brazilian Business for the Company; and
   • improving access to capital to fund accelerated growth of the Brazilian
    Business.

The current demand for infrastructure assets world-wide, the high growth
potential of the Brazilian Business and the currently favourable market
conditions have led the Board to decide that it is now appropriate to realise
some of the value of the Brazilian Business, whilst preserving an ongoing
controlling interest. The Board has also concluded that this can best be
achieved through the IPO.

The Board believes that the proposed IPO provides an opportunity to enhance the
value of the Brazilian Business, which will be better recognised through WS
having its own listing. At the same time the IPO will permit the Company to
realise value for Shareholders through the sale of a minority interest in WS.

Structure of IPO

The IPO, as currently proposed, will comprise an offering by WS and the Company
of (i) BDRs to public and institutional investors in Brazil pursuant to an
offering registered in Brazil; and (ii) WS Shares and BDRs to qualified
institutional buyers in the United States and to institutional and other
qualifying investors outside the United States and Brazil.

The offering of BDRs will be registered with the Brazilian Securities Commission
and the BDRs will be listed and traded on BOVESPA. The WS Shares will also be
listed on the official list of the Luxembourg Stock Exchange and traded on the
Euro MTF market, the exchange regulated market operated by the Luxembourg Stock
Exchange.

The Brazilian public offering of BDRs and the global institutional offering of
WS Shares and BDRs outside Brazil will be underwritten. Both the Brazilian
public offering and the global institutional offering will be 'book built', with
prospective investors being invited to submit bids for a specified number of
BDRs or WS Shares at various specified prices. It is currently envisaged that
the last date for submitting bids in the 'book build' will be towards the end of
April 2007.

The final decision whether to proceed and, if so, as to the Offer Price, the
number of WS Shares and BDRs to be issued pursuant to the IPO and the number of
WS Shares to be sold by OWHL will be made by the Board and the WS Board
following the 'book build' process. These decisions will take into account,
amongst other matters, the number of and level of demand for WS Shares and BDRs
and the objective of maintaining an orderly after-market in the WS Shares and
BDRs on the Exchanges.

The implied value of WS based on the OWHL Closing Share Price is equal to
approximately US$490m. The Offer Price will be determined following the 'book
build' process, but in any event will not be less than a price (the 'Floor
Price') that gives a minimum market capitalisation of WS at IPO equal to this
implied value. The Board expects that the Offer Price will be set at a price
higher than the Floor Price.

Use of proceeds

If the IPO proceeds, the Board intends to utilise the net cash proceeds received
by the Company from the disposal of WS Shares to fund the Group's ongoing
investment business.

Strategy of the Group following the IPO

If the IPO proceeds the Group's principal focus will be to continue to pursue
its strategy of building shareholder value from growing international
investments, of which WS is intended to remain a substantial part. The proceeds
from the disposal of WS Shares as part of the IPO will be used to augment the
investment portfolio. At the same time the Company will continue to explore ways
in which it can maximise value for Shareholders which may include new
investments or businesses or enhanced direct Shareholder participation in the
two arms of the Group's business.

Circular

The Circular to shareholders in connection with the IPO will be posted to
shareholders today. The Special General Meeting seeking shareholder approval for
these proposals will be held on 19 April 2007.

The Circular will be available to the public for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS


Tel no. [phone], during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted).

This summary should be read in conjunction with Part II of this announcement,
which includes further details regarding the proposed IPO of WS and the grant of
new options under the new long-term incentive plan.

Enquiries to:

Keith Middleton, Ocean Wilsons Holdings Limited, [phone]

Sian Westerman, NM Rothschild & Sons Limited, [phone]


N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is advising Ocean Wilsons Holdings
Limited and no one else in relation to the matters described in this
announcement and accordingly will not be responsible to any person other than
Ocean Wilsons Holdings Limited for providing the protections afforded to clients
of N M Rothschild & Sons Limited or for providing advice in relation to the
matters described in this announcement.

This announcement contains a number of forward-looking statements relating to
the financial condition, results of operations and business of the Group and of
the WS Group and certain plans and objectives of the Board. These forward
looking statements include any statements that are not historical facts. Forward
looking statements are based on assumptions and assessments made by the Board in
light of its experience and its perception of historical trends, current
considerations, expected future developments and other factors it believes
appropriate. They relate to events and trends that are subject to risks and
uncertainties that could cause the actual results and financial position of the
Group and the WS Group to differ materially from the information presented in,
or implied by, the relevant forward-looking statement. When used in this
document the words 'proposed', 'plan', 'will', 'may', 'estimate', 'project',
'intend', 'aim', 'anticipate', 'believe', 'expect', 'should' , 'could', 'would'
and similar expressions are intended to identify such forward-looking
statements.

Actual results may differ materially from those suggested by forward looking
statements due to risks or uncertainties associated with the Group's and the WS
Group's expectations with respect to, but not limited to: (i) changes in the
competitive and regulatory framework in which the Group or the WS Group operate
and their respective abilities to respond to those changes and to implement
successfully their respective strategies; (ii) their growth and expansion; (iii)
technological and market changes; (iv) exposures to market risks; (v) general
economic and political conditions in Brazil; (vi) the monetary and fiscal
policies of Brazil; (vii) inflation, deflation, unanticipated turbulence of the
financial markets in Brazil, the United Kingdom and globally; (viii) changes in
domestic laws, regulations and taxes; and (ix) increased competition from other
companies in the industry in which the Group or WS Group operate and their
ability to retain their market share.

For further discussions of factors that could cause the Group's or WS Group's
actual results to differ, please see the section entitled 'Risk Factors' set out
in Part II of the Circular. By their nature, certain market risk disclosures are
only estimates and could be materially different from what actually occurs in
the future. As a result, actual future gains or losses could materially differ
from those that have been estimated.

These forward-looking statements speak only as at the date of this announcement.
Neither the Company nor any member of the Group undertakes any obligation
publicly to update or revise any of the forward-looking statements, whether as a
result of new information, future events or otherwise, save in respect of any
requirement under applicable laws or regulations including under the Listing
Rules, the Disclosure Rules or the Prospectus Rules.

This announcement is not an offer for sale, or a solicitation of offers to
purchase, WS Shares or BDRs in any jurisdiction. No action has been taken that
would permit a public offer of WS Shares or BDRs in any jurisdiction outside of
Brazil. In particular, no offer to the public of WS Shares or BDRs will be made
in any Member State of the EEA or the United States. No prospectus will be
prepared with any regulations made in implementation of the Prospectus Directive
(2003/71/EC) and the WS Shares and BDRs have not been registered under the
Securities Act. The WS Shares and the BDRs may not be offered to the public in
the EEA, absent an exemption from the requirement to prepare a prospectus.

This announcement and the information contained herein are not for publication,
distribution or release in, or into, the United States, Canada, Australia or
Japan. The WS Shares and BDRs have not been and will not be registered under the
Securities Act and may not be offered or sold (a) in the United States absent
registration or an applicable exemption from registration requirements under the
Securities Act, or (b) in any other jurisdiction in which such offer or sale is
prohibited. This announcement shall not constitute an offer to sell nor the
solicitation of an offer to buy the WS Shares or BDRs.



For immediate release 2 April 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN

                                    PART II

                         OCEAN WILSONS HOLDINGS LIMITED

Proposed initial public offering of Wilson Sons Limited ('WS'), grant of options
under new long term incentive plan and notice of special general meeting

1. Introduction

On 12 February 2007, the Company announced that it was actively considering an
initial public offering of WS (formerly known as Ocean Wilsons Limited), the
owner of the Brazilian Business. On 7 March 2007, the Company announced that a
draft Prospectus had been filed with the Brazilian Securities Commission, a
necessary pre-condition for any such public offering. Significant progress has
been made towards this objective and the Company today announced plans for an
initial public offering of WS (the 'IPO').

The IPO is to be structured by way of a primary and secondary offering of WS
Shares to be listed on the official list of the Luxembourg Stock Exchange and
traded on the Euro MTF market and an offer of shares in the form of Brazilian
Depositary Receipts ('BDRs'), to be listed and traded on the Sao Paulo Stock
Exchange (Bolsa de Valores de Sao Paulo or 'BOVESPA'). Pursuant to the IPO, the
Company will, in the secondary offering, be disposing of part of its existing
holding of WS Shares. The result of the issue of new WS Shares and BDRs and the
disposal by the Company of part of its existing holding of WS Shares will be a
reduction in the Company's ownership of the share capital in WS from the current
100 per cent. to a level which will depend on the final terms of the IPO but
which will, in any event, be not less than 51 per cent. The IPO is intended as a
means of both increasing the autonomy of the Brazilian Business and realising
value for Shareholders.

The IPO is currently scheduled to take place towards the end of April 2007. The
Board will make the final decision as to whether or not to proceed with the IPO
(and, if so, on what terms) having regard to, amongst other things, prevailing
market conditions and expects to announce its decision, in any event, before the
end of the month.

In view of the amount of the proceeds from the Company's disposal of WS Shares
as part of the IPO and the dilution of the Company's interest in WS, the IPO
would constitute a Class 1 transaction and therefore requires the prior approval
of Shareholders under the UKLA Listing Rules. The Board also feels it
appropriate to seek your approval of the grant of options under a new long term
incentive plan for senior employees of the Company. The purpose of this document
is to explain (i) the background to, and reasons for, the proposed IPO; (ii) why
the Board considers the IPO to be in the best interests of Shareholders as a
whole; and (iii) why the Directors are unanimously recommending that you vote in
favour of the resolution to be proposed at the Special General Meeting which
will approve the IPO and the proposed grant of options under the long term
incentive plan. The formal notice convening the Special General Meeting is set
out in the Annex at the end of this document.

If the IPO proceeds, the Board intends to utilise the net cash proceeds received
by the Company from the disposal of WS Shares to fund the Group's ongoing
investment business. The Group would then have two distinct business arms: a
majority shareholding in WS, a newly listed company owning the Brazilian
Business; and the management of a portfolio of international investments,
comprising listed and unlisted investments unrelated to the Brazilian Business.

The Board believes that the proposed IPO provides an opportunity to enhance the
value of the Brazilian Business, which will be better recognised through WS
having its own listing. The Board believes that this enhanced value will also be
recognised in the Company's own share price. At the same time the IPO will
permit the Company to realise value for Shareholders through the sale of a
minority interest in WS. This letter also contains details of the Board's
strategic objectives for the Group following the IPO.

2. Background to and reasons for the IPO

The Company's long-stated objective has been to create long term value for
Shareholders by establishing strong positions in a range of sectors in the
Brazilian and other Latin American markets. While the Brazilian Business is well
positioned to focus on its current operations, to invest in its future
development and to pursue exciting opportunities for future growth, the Board
believes that the IPO should benefit both the Brazilian Business and the Company
by:

   • creating more visibility for the Brazilian Business, which should bring
    benefits as assets relating to logistics and infrastructure in Brazil are
    currently in high demand;
   • permitting separate ownership of the Brazilian Business and the
    investments and other assets of the Company, thereby creating focused and
    attractive investment opportunities for investors;
   • unlocking value in the Brazilian Business for the Company, both through
    the receipt of proceeds from the disposal of WS Shares and because the
    Company will benefit from any higher valuation attributed to the Brazilian
    Business (in which it will retain a controlling interest); and
   • improving access to capital to fund accelerated growth of the Brazilian
    Business, thereby potentially enabling WS to profit from a positive economic
    environment and long-term growth and consolidation opportunities in a
    growing market.

The current demand for infrastructure assets world-wide, the high growth
potential of the Brazilian Business and the currently favourable market
conditions have led the Board to decide that it is now appropriate to realise
some of the value of the Brazilian Business, whilst preserving an ongoing
controlling interest. The Board has also concluded that this can best be
achieved through the IPO.

3. How is the IPO to be effected?

The IPO, as currently proposed, will comprise an offering by WS and OWHL of (i)
BDRs to public and institutional investors in Brazil pursuant to an offering
registered in Brazil; and (ii) WS Shares and BDRs to qualified institutional
buyers in the United States and to institutional and other qualifying investors
outside the United States and Brazil. Pursuant to the IPO, WS will be selling
BDRs to Banco de Investimentos Credit Suisse (Brazil) S.A. and Banco UBS Pactual
S.A., who will underwrite the offering in Brazil, while OWHL will be selling WS
Shares to Credit Suisse Securities (USA) LLC and UBS Securities LLC, who will
act as placing agents in respect of WS Shares and BDRs offered outside Brazil.

The offering of BDRs will be registered with the Brazilian Securities Commission
and the BDRs will be listed and traded on BOVESPA. The WS Shares will also be
listed on the official list of the Luxembourg Stock Exchange and traded on the
Euro MTF market, the exchange regulated market operated by the Luxembourg Stock
Exchange.

Both the Brazilian public offering and the global institutional offering will be
'book built', with prospective investors being invited to submit bids for a
specified number of BDRs or WS Shares at various specified prices. It is
currently envisaged that the last date for submitting bids in the 'book build'
will be towards the end of April 2007. Following this process, a decision
whether or not to proceed will be taken and if the decision is to proceed the
Offer Price, the number of WS Shares and BDRs issued pursuant to the IPO and the
number of WS Shares to be sold by OWHL as part of the IPO will be finalised.

The final decision whether to proceed and, if so, as to the Offer Price, the
number of WS Shares and BDRs to be issued pursuant to the IPO and the number of
WS Shares to be sold by OWHL will be made by the Board and the WS Board. These
decisions will take into account, amongst other matters, the number of and level
of demand for WS Shares and BDRs and the objective of maintaining an orderly
after-market in the WS Shares and BDRs on the Exchanges.

The implied value of WS based on the OWHL Closing Share Price is equal to
approximately US$490m. The Offer Price will be determined following the 'book
build' process, but in any event will not be less than a price (the 'Floor
Price') that gives a minimum market capitalisation of WS at IPO equal to this
implied value. The Board expects that the Offer Price will be set at a price
higher than the Floor Price.

It is expected that the decision whether to proceed and, if the decision is to
proceed, the Offer Price, the number of WS Shares and BDRs issued to be pursuant
to the IPO and the number of WS Shares to be sold by OWHL will be announced by
the Company before the end of April 2007.

4. Overview of WS and the WS Group

Corporate structure

WS is the holding company of the Brazilian Business. The WS Group is a leading
supplier of port and maritime logistics services in Brazil, the largest provider
of towage services, one of the largest operators of port terminals, logistics,
shipping agency and support to offshore oil and natural gas platforms.

Management

The Board considers that a framework and resource base are in place which will
facilitate the autonomous operation of the Brazilian Business following the IPO.
An executive management team with substantial industry experience, supported by
a highly skilled and experienced board, has been assembled. The WS Board and key
personnel (whose brief biographies are set out in Appendix I of this document)
comprises:

Name Position

Francisco Gros Non-Executive Chairman
Jose Francisco Gouvea Vieira Non-Executive Deputy Chairman
Augusto Cezar Tavares Baiao Executive Director
Felipe Gutterres Ramella Executive Director
Claudio Marote Non-Executive Director
William Henry Salomon Non-Executive Director
Pedro Pullen Parente Independent Non-Executive Director
Malcolm Mitchell Company Secretary

At 31 December 2006 the WS Group had approximately 3,900 employees.

Assets and summary financial information

The WS Group's activities consist of:

•         Port Terminals: the WS Group is the third largest terminal operator
in Brazil, operating two of the principal container terminals, located in Rio
Grande do Sul and Bahia. The WS Group also operates in Niteroi in Rio de Janeiro
state, the second largest port terminal dedicated to providing services for
third party supply vessels operating in the Brazilian offshore oil and natural
gas industry.

•         Towage Services: the WS Group is the leading provider of towage
services in coastal areas of Brazil, operating in all of the country's principal
ports with a current fleet of 67 tugs. The WS Group also provides related
services such as support to salvage operations.

•         Logistics: the WS Group provides customised and integrated supply
chain solutions in Brazil, including services such as transport, storage and
distribution.

•         Shipping agency services: the WS Group provides agency services to
shipowners at every major port in Brazil.

•         Offshore oil and natural gas supply vessels: the WS Group operates
two offshore supply vessels that provide support services to offshore petroleum
and natural gas exploration and production platforms.

•         Non segmented activities: the WS Group owns and operates a shipyard
in Guaruja, in the Sao Paulo state, where WS Group vessels are built and
maintained, and also provides dredging services through an affiliated company.

As at 31 December 2006, the gross assets of the WS Group were approximately
US$326.9 million and in the financial year ended 31 December 2006 revenue was
approximately US$334.1 million with profit attributable to the equity holders
for the period approximately US$43.5 million. For the financial year ended 31
December 2005, the revenue of the WS Group was approximately US$285.2 million
and profit attributable to the equity holders for the period approximately
US$26.4 million.

Proposed new WS Long Term Incentive Plan

In order to align more closely the interests of the directors and senior
management of WS with the interests of its shareholders (including the Company),
WS is introducing its own long-term incentive plan, which will provide 'phantom
options' to senior employees of the WS Group. The options will provide cash
payments, on exercise, based on the growth in the price of a BDR between the
date of grant and exercise. Options will be granted at the discretion of the WS
Board and will exercisable over periods of up to 10 years. A maximum of the
equivalent of 6 per cent. of the share capital of WS may be subject to options
at any time. The terms of the scheme provide for exercise only if the
optionholder remains an employee at the time of exercise, subject to a number of
exceptions which are not materially different to the circumstances in which
phantom options can be exercised after the optionholder has left the Company,
under the terms of 2007 OWHL Long Term Incentive Plan.

Amendments to WS Bye-Laws

As part of the IPO, a number of changes will be made to the WS Bye-Laws. These
will give minority shareholders in WS some of the rights similar to those
typically held by shareholders in Brazilian companies listed and traded on the
Novo Mercado segment of BOVESPA. WS is, however, a Bermuda company and will be
listed in Luxembourg, with its BDRs listed and traded on BOVESPA, but not in the
Novo Mercado segment. As the Company will retain a majority stake in WS and
remain its largest shareholder, the WS Bye-Laws will also be amended to include
certain entrenched rights for the Company.

5. Overview of the Group following the IPO

Corporate structure and management

Following the IPO, the Company will retain its registered office in Bermuda and
the Board will remain substantially the same, with the only changes that Cezar
Baiao will resign as Executive Director and Claudio Marote will resign as
Non-Executive Director. It is currently envisaged that the effective date of
their resignations will be the date that the IPO becomes effective (and the WS
Shares and BDRs are listed).

Following the IPO and the resignations, the Board will therefore comprise:

Jose Francisco Gouvea Vieira Non-Executive Chairman
William Henry Salomon Non-Executive Deputy Chairman
Keith Middleton Group Finance Director
Charles Forster Alexander Cooper Non-Executive Director
Francisco Gros Non-Executive Director

Assets

If the IPO proceeds, the Company will retain a majority shareholding in WS.
Hanseatic Asset Management LBG, the Group's current investment manager, will
continue to manage the Group's portfolio of international investments unrelated
to the Brazilian Business. As at 31 December 2006, the market value of the
Group's investment portfolio was US$73.2 million.

Investment portfolio

If the IPO proceeds, the Group's investment portfolio unrelated to the Brazilian
Business held through OWHL's wholly owned subsidiary, OWIL, will become a more
significant part of its assets. OWIL's investment objective is to grow its
assets over the medium term by investing in a portfolio of funds and securities
without regard to any benchmark allocation, by seeking out securities whose
value is expected to rise due to some special factors.

During the financial year ending 31 December 2006, the Group's assets managed by
the Investment Manager (including the portfolio of investments amounting to
US$73.2 million referred to above, cash and debtors less creditors, all of which
relate to investment activities) benefited from a generally positive market
background and increased by 18.4 per cent., marginally less than the gains of 20
per cent. in the MSCI World Index but significantly ahead of the Group's own
performance benchmark, which increased by 6.8 per cent. The best performing area
of the portfolio during the year was the UK where returns were augmented by the
strength of the pound sterling.

During the six year period ending 31 December 2006 that the Investment Manager
has managed such assets, it has increased in value by 59.6 per cent. Over the
same period the MSCI World Index increased by only 2.9 per cent. and the Group's
performance benchmark increased by 25.6 per cent.

Outlook for the investment portfolio

Since the current bull market in global equities began in March 2003, the
Investment Manager believes there have been two principal drivers behind higher
share prices: (i) the corporate profits cycle; and (ii) in the developed world,
a shrinking supply of equity through merger and acquisition activity, leveraged
buyouts and share repurchases. The Investment Manager is of the view that
structural factors, including a robustly profitable corporate sector and the
high levels of cash on the balance sheet of companies which may support the
buying back of stock or special dividends, when added to a relatively benign
outlook for a mid cycle slowdown sufficient to hold monetary policy in check but
not enough to derail the world economy, mean that equities would remain the
financial asset class of choice for 2007.

There are however, a number of issues of concern that the Investment Manager
believes should be taken into account. The bull market in global equities has
gone on for a relatively long period, having started in March 2003, and
statistically this increases the chances of a serious setback in that market.

New technology and the emergence of the developing world has led to a large
increase in global manufacturing capacity and an increased level of supply,
which in turn has put downward pressure on the price of traded goods and boosted
the purchasing power of consumers and businesses alike. The huge surge in global
savings arising from the Asian propensity to save has been recycled into the
global financial system creating the liquidity which underpins asset prices.
However, any change to this current balance would have a dislocating effect on
capital markets. Such change is not imminent but is likely to occur when savings
rates come down in Asia to finance rising levels of consumption. The Investment
Manager believes that a more immediate threat is posed by the prospect of a
financial accident emanating from a disruption to the 'carry trade' and that the
world financial markets are vulnerable to any changes in the source of free Yen
financing arising from the near zero interest rates in the domestic economy of
Japan. Any change to Japanese economic policy, for example in response to the
weakness in the Yen, could have negative consequences.

Geopolitical issues may also result in potential risks to the outlook of the
equity market. There is any number of potentially negative scenarios involving
the Middle East, terrorism and disruption to oil supplies.

On balance, the Investment Manager thinks that equities should be able to
deliver better returns than cash and bonds in 2007, and therefore the outlook of
the investment portfolio of the Group remains relatively good. However, the
Investment Manager also believes that the margin of out-performance will decline
from previous years and that there are many reasons to expect levels of market
volatility to rise.

Relationship Agreement

The Company has entered into the Relationship Agreement with WS which contains
provisions to enable the Company to meet its continuing obligations, in
particular those relating to the provision of information and disclosure
requirements, under the Listing Rules and the Disclosure Rules. The Relationship
Agreement is conditional and takes effect upon the listing of the WS Shares and
BDRs.

Future strategy

If the IPO proceeds the Group's principal focus will be to continue to pursue
its strategy of building shareholder value from growing international
investments, of which WS is intended to remain a substantial part. The proceeds
from the disposal of WS Shares as part of the IPO will be used to augment the
investment portfolio. At the same time the Company will continue to explore ways
in which it can maximise value for Shareholders which may include new
investments or businesses or enhanced direct Shareholder participation in the
two arms of the Group's business.

6. 2007 OWHL Long Term Incentive Plan

The Company has granted certain options, subject to Shareholder approval, under
a new phantom option scheme, which is to honour a pledge to certain senior
employees that the 1999 Long-term Incentive Scheme (which terminated in 2005)
would be replaced. Grants of options under this scheme have been approved by the
Board, subject to the approval of Shareholders, to the following in respect of
the number of Shares specified below.
Name                                                     Shares
Augusto Cezar Tavares Baiao                             459,720
Luiz Sergio Fisher de Castro                            353,630
Arnaldo Calbucci Filho                                  318,267
Felipe Gutterres Ramella                                318,267
Christian von Lachmann                                  212,178
Keith Middleton                                          70,726
Antonio de Paiva Carneiro                                13,000
Roberta Lourenco do Carvalhal                            11,363
Couto
Marcelo Desterro                                         11,000

The options provide for the option holder to receive, on exercise, the
difference between (i) the portion of the market price per OWHL Share at the
time of exercise attributable to the Brazilian Business, or, if the IPO
proceeds, the equivalent of the lower of the Offer Price and the market price
per BDR at the time of exercise, and (ii) US$5.66. The latter figure takes into
account the attributable value of the Brazilian Business as at 28 April, 2006,
the first date that options could have been granted after the 1999 scheme
terminated.

7. Financial effects of the IPO

As at 31 December 2006, the Group had consolidated net assets of approximately
US$225.6 million. The illustrative consolidated net assets of the Group as at 31
December 2006, on a pro forma basis and adjusted to reflect the IPO (as if the
IPO had taken place at that date), would have been approximately US$447.7
million.

8. Current trading and prospects for the Group

Current trading is in line with the trends and conditions observed in the annual
report and accounts of the Company for financial year ended 31 December 2006.
The Board believes that the prospects for the Group in the current financial
year are satisfactory.

9. Circular and Special General Meeting

The Circular to shareholders in connection with the IPO and the grant of options
under the new long-term incentive plan will be posted to shareholders today. A
Special General Meeting has been convened for 19 April 2007 at the Washington
Mayfair Hotel, 5 Curzon Street, London W15 5HE at 12.00 p.m. (or so soon
thereafter as the Annual General Meeting of the Company may be concluded or
adjourned). At the special general meeting a resolution will be proposed to
approve the IPO and the grant of options under the 2007 OWHL Long Term Incentive
Plan described in paragraph 6 above

Enquiries to:

Keith Middleton, Ocean Wilsons Holdings Limited, [phone]

Sian Westerman, NM Rothschild & Sons Limited, [phone]


N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is advising Ocean Wilsons Holdings
Limited and no one else in relation to the matters described in this
announcement and accordingly will not be responsible to any person other than
Ocean Wilsons Holdings Limited for providing the protections afforded to clients
of N M Rothschild & Sons Limited or for providing advice in relation to the
matters described in this announcement.

This announcement contains a number of forward-looking statements relating to
the financial condition, results of operations and business of the Group and of
the WS Group and certain plans and objectives of the Board. These forward
looking statements include any statements that are not historical facts. Forward
looking statements are based on assumptions and assessments made by the Board in
light of its experience and its perception of historical trends, current
considerations, expected future developments and other factors it believes
appropriate. They relate to events and trends that are subject to risks and
uncertainties that could cause the actual results and financial position of the
Group and the WS Group to differ materially from the information presented in,
or implied by, the relevant forward-looking statement. When used in this
document the words 'proposed', 'plan', 'will', 'may', 'estimate', 'project',
'intend', 'aim', 'anticipate', 'believe', 'expect', 'should' , 'could', 'would'
and similar expressions are intended to identify such forward-looking
statements.

Actual results may differ materially from those suggested by forward looking
statements due to risks or uncertainties associated with the Group's and the WS
Group's expectations with respect to, but not limited to: (i) changes in the
competitive and regulatory framework in which the Group or the WS Group operate
and their respective abilities to respond to those changes and to implement
successfully their respective strategies; (ii) their growth and expansion; (iii)
technological and market changes; (iv) exposures to market risks; (v) general
economic and political conditions in Brazil; (vi) the monetary and fiscal
policies of Brazil; (vii) inflation, deflation, unanticipated turbulence of the
financial markets in Brazil, the United Kingdom and globally; (viii) changes in
domestic laws, regulations and taxes; and (ix) increased competition from other
companies in the industry in which the Group or WS Group operate and their
ability to retain their market share.

For further discussions of factors that could cause the Group's or WS Group's
actual results to differ, please see the other sections in this document
including the section entitled 'Risk Factors' set out in Part II of the
Circular. By their nature, certain market risk disclosures are only estimates
and could be materially different from what actually occurs in the future. As a
result, actual future gains or losses could materially differ from those that
have been estimated.

These forward-looking statements speak only as at the date of this announcement.
Neither Ocean Wilsons Holdings Limited nor any member of the Group undertakes
any obligation publicly to update or revise any of the forward-looking
statements, whether as a result of new information, future events or otherwise,
save in respect of any requirement under applicable laws or regulations
including under the Listing Rules, the Disclosure Rules or the Prospectus Rules.

This announcement is not an offer for sale, or a solicitation of offers to
purchase, WS Shares or BDRs in any jurisdiction. No action has been taken that
would permit a public offer of WS Shares or BDRs in any jurisdiction outside of
Brazil. In particular, no offer to the public of WS Shares or BDRs will be made
in any Member State of the EEA or the United States. No prospectus will be
prepared with any regulations made in implementation of the Prospectus Directive
(2003/71/EC) and the WS Shares and BDRs have not been registered under the
Securities Act. The WS Shares and the BDRs may not be offered to the public in
the EEA, absent an exemption from the requirement to prepare a prospectus.

This announcement and the information contained herein are not for publication,
distribution or release in, or into, the United States, Canada, Australia or
Japan. The WS Shares and BDRs have not been and will not be registered under the
Securities Act and may not be offered or sold (a) in the United States absent
registration or an applicable exemption from registration requirements under the
Securities Act, or (b) in any other jurisdiction in which such offer or sale is
prohibited. This announcement shall not constitute an offer to sell nor the
solicitation of an offer to buy the WS Shares or BDRs.


Appendix I - Definitions

The following definitions apply throughout this announcement unless the context
requires otherwise:
'2007 OWHL Long Term Incentive  the 2007 OWHL Long Term Incentive
Plan'                           Plan, under which grants of options
                                are proposed to be approved at the
                                SGM
'Annual General Meeting'        the annual general meeting of the
                                Company to be held at 11.00 a.m. on
                                19 April 2007 at the Washington
                                Mayfair Hotel, 5 Curzon Street,
                                London W15 5HE
'BDRs'                          Brazilian Depositary Receipts, each
                                of which represents 1 WS Share
'Bermuda'                       the Bermuda Islands
'Bermuda Stock Exchange'        the stock exchange of Bermuda,
                                headquartered in Hamilton
'Board'                         the board of directors of the
                                Company from time to time
'BOVESPA'                       the Sao Paulo Stock Exchange (Bolsa
                                de Valores de Sao Paulo)
'Brazil'                        the Federative Republic of Brazil
'Brazilian Business'            the business of providing port and
                                maritime services in Brazil carried
                                out by entities within the WS Group
'Company' or 'OWHL'             Ocean Wilsons Holdings Limited, a
                                company incorporated in Bermuda
                                under the Companies Act 1981 of
                                Bermuda and the Ocean Wilsons
                                Holdings Act 1991 with registered
                                number 17148
'Companies Act'                 Companies Act 1981 of Bermuda as
                                amended from time to time
'CVM'                           the Brazilian Securities Commission
                                (Comissao de Valores Mobiliarios)
'Directors'                     the directors of the Company
'Disclosure Rules'              the Disclosure Rules made by the UK
                                Listing Authority under section 73A
                                of FSMA in implementation of
                                Article 6 of the Market Abuse
                                Directive (Directive 2003/6/EC)
'EEA'                           European Economic Area
'Exchanges'                     the Sao Paulo Stock Exchange and
                                the Luxembourg Stock Exchange
'FSA'                           the Financial Services Authority of
                                the UK
'FSMA'                          the Financial Services and Markets
                                Act 2000 (as amended)
'Group'                         the Company and its subsidiary and
                                associated undertakings from time
                                to time
'Investment Manager'            Hanseatic Asset Management LBG
'IFRS'                          International Financial Reporting
                                Standards, as adopted by the
                                European Union
'IPO'                           the proposed initial public
                                offering of WS on the Exchanges,
                                and the associated offerings of new
                                WS Shares and BDRs and including
                                the sale of existing WS Shares by
                                OWHL, and other arrangements
                                connected therewith, as more fully
                                described in this document
'Listing Rules'                 the Listing Rules made by the UK
                                Listing Authority under section 73A
                                of FSMA
'London Stock Exchange'         London Stock Exchange plc
'MSCI World Index'              the Morgan Stanley Capital
                                International World Index, an
                                unmanaged index composed of more
                                than 1,400 stocks listed on
                                exchanges in the US, Europe,
                                Canada, Australia, New Zealand and
                                the Far East
'OWHL Closing Share Price'      the closing middle market quotation
                                of a Share as derived from the
                                Daily Official List of the London
                                Stock Exchange as at 28 March 2007
                                (the latest practicable date prior
                                to the publication of the Circular)
'OWIL'                          Ocean Wilsons (Investments) Limited
'Offer Price'                   the final price at which WS Shares
                                are disposed of by the Company and
                                WS Shares and BDRs are allotted and
                                issued in the IPO
'Prospectus'                    a price range offer document
                                prepared in connection with the IPO
'Prospectus Rules'              the Prospectus Rules made by the UK
                                Listing Authority under section 73A
                                of FSMA in implementation of the
                                Prospectus Directive (Directive
                                2003/71/EC) and the Prospectus
                                Regulation (Commission Regulation
                                (EC) No. 809/2004)
'Real'                          the lawful currency of Brazil
'Relationship Agreement'        the agreement between the Company
                                and WS dated 30 March 2007 setting
                                out certain aspects of the
                                relationship between the Group and
                                the WS Group
'Securities Act'                The US Securities Act of 1933, as
                                amended
'Share(s)'                      common shares of 20 pence each in
                                the share capital of the Company
'Shareholder(s)'                holder(s) of Shares
'Special General Meeting' or    the special general meeting of the
'SGM'                           Company to be held at the
                                Washington Mayfair Hotel, 5 Curzon
                                Street, London W15 5HE at 12.00p.m.
                                (or so soon thereafter as the
                                Annual General Meeting may be
                                concluded or adjourned) on 19 April
                                2007
'UK' or 'United Kingdom'        the United Kingdom of Great Britain
                                and Northern Ireland
'UK Listing Authority'          the FSA acting in its capacity as
                                the competent authority for the
                                purposes of Part VI of FSMA
'US' or 'United States'         the United States of America
'U.S. Person'                   has the meaning given to such term
                                in Regulation S of the Securities
                                Act
'WS'                            Wilson Sons Limited, incorporated
                                in Bermuda with registered number
                                16059
'WS Board'                      the board of directors of WS from
                                time to time
'WS Bye-Laws'                   the bye-laws governing WS
'WS Group'                      WS and its subsidiary and
                                associated undertakings (but
                                excluding the rest of the Group)
'WS Shares'                     shares in the share capital of WS




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