Source - LSE Regulatory
RNS Number : 0004W
Global Yatirim Holding AS
11 July 2024
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

 11 July 2024

 

DELISTING OF GLOBAL PORTS HOLDING PLC

("GPH" or the "Company")

and

UNCONDITIONAL RECOMMENDED CASH OFFER

for

GPH

by

GLOBAL YATIRIM HOLDING A.Ş.

("GIH")

(through, its wholly-owned subsidiary, Global Ports Holding B.V. ("Bidco"))

Summary

·    Following the announcement by GIH on 14 June 2024 that it intended to seek delisting of the Company, the Eligible GPH Directors have for the reasons set out in the Delisting Announcement concluded, after careful consideration, that the delisting is most likely to promote the success of the Company in the interests of its shareholders as a whole.

·    GPH has therefore made a separate announcement today (the "Delisting Announcement") that it is making applications to the FCA, to cancel the listing of the GPH Shares from the standard listing segment of the Official List of the FCA, and to the London Stock Exchange, to cancel the admission to trading of the GPH Shares on the main market for listed securities of the London Stock Exchange (the "Delisting"). Pursuant to Listing Rule 5.2.8R, GPH is required to give at least 20 Business Days' notice of the Delisting.

·    As GPH is listed on the standard listing segment of the Official List, no shareholder approval is required for the Delisting. Accordingly, and as set out in the Delisting Announcement, it is intended that the Delisting will become effective from 8:00 a.m. on 9 August 2024.

·    In order to provide a liquidity opportunity for GPH Shareholders in connection with the Delisting, under which they may sell all or some of their GPH Shares for cash, the boards of GIH and Bidco hereby announce the terms of an unconditional recommended cash offer to be made by GIH through Bidco to acquire the entire issued and to be issued share capital of GPH (excluding GPH Shares held by GIH Shareholders).

·    GIH has a majority stake in GPH, holding 45,068,066 GPH Shares indirectly through Bidco, representing 58.964 per cent. of the issued ordinary share capital of GPH (as at the close of business on 10 July 2024, being the last Business Day prior to the date of this Announcement).

·    The Offer is not subject to any minimum level of acceptances or any other conditions and is therefore unconditional. As the Offer is unconditional from the outset, an accepting shareholder will not be entitled to withdraw an acceptance of the Offer.

·    Under the terms of the Offer, GPH Shareholders (other than GIH Shareholders) will be entitled to receive:

for each GPH Share: US$4.02 in cash

·    The Offer values the entire issued and to be issued share capital of GPH at approximately US$310 million on a fully diluted basis (which is equivalent to £241 million, based on the Announcement Exchange Rate).

·    The GBP equivalent value of the Offer Price based on the Announcement Exchange Rate, being £3.13, represents a premium of approximately:

40 per cent. to the volume-weighted average price of 224 pence per GPH Share for the three-month period ended 13 June 2024 (being the last Business Day prior to the commencement of the Offer Period);

19 per cent. to the Closing Price of 263 pence per GPH Share on 13 June 2024 (being the last Business Day prior to the commencement of the Offer Period); and

11 per cent. to the highest closing price of a GPH Share in the period since the commencement of the Covid-19 pandemic.

·    If, on or after the date of this Announcement, any dividend, distribution, or other return of value is announced, declared, made, or paid or becomes payable by GPH, GIH and/or Bidco reserve the right to reduce the Consideration accordingly. In such circumstances, GPH Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid. Following the Offer, there is no certainty that any further dividend, distribution or other return of value will be announced, declared, made, or paid by GPH.     

Background to and reasons for the Offer

·    Following the decision of the Eligible GPH Directors to seek the Delisting as explained above and further detailed in the Delisting Announcement, the Offer is intended to provide GPH Shareholders who do not wish to continue holding GPH Shares in an unlisted entity with a full liquidity opportunity by which they may sell all or any of their GPH Shares for cash.

·    GIH established the GPH Group as an infrastructure investment vehicle in 2004 and remains the majority shareholder, with a shareholding of 58.964 per cent. (held indirectly through Bidco) (as at the close of business on 10 July 2024, being the last Business Day prior to the date of this Announcement). Since inception, with the support of GIH, GPH has expanded to become the world's largest independent cruise port operator, with an established presence across the Mediterranean, Atlantic, Caribbean and Asia Pacific. GPH was listed on the London Stock Exchange in 2017 (standard listing segment).

·    GIH believes that while GPH's listing helped to raise the profile of GPH initially, for the past several years due to the disclosure requirements and the continuing low trading liquidity in the shares, GIH believes that GPH's listing significantly hinders GPH, and GPH would be best positioned to continue its next phase of growth as a private company.

·    GPH's ability to raise equity financing or other forms of flexible long-term funding to enable it to develop, grow and expand its business is hindered as both the low trading liquidity and market capitalisation renders the cost of equity financing prohibitively expensive, while at the same time unduly bringing its viability into question from the perspective of other long-term funding alternatives as well as finance providers. GPH suffers from very low research coverage and institutional ownership of its shares is extremely low. The prospect of GPH's profile, research coverage and institutional ownership growing to offset the disadvantages to the listing is highly uncertain. The disclosure requirements (specifically the requirement to announce new business development initiatives and periodic detailed financial information) have a significantly negative impact on the competitive position of GPH through exposing new initiatives which are made public early (in almost all cases before closing on such new initiative) and also through making detailed trading and profitability information public which can negatively impact the pricing negotiation power of GPH in relation to new business development initiatives. Moreover, public ownership requires management to focus on short-term targets and discourages executing long-term expansion strategies which could be achieved without the burden of near-term performance pressure.

·    GIH believes that as an infrastructure group, GPH should be able to freely execute growth strategies and have access to flexible long-term financing to remain competitive. Private ownership would therefore enable GPH to better execute its strategy of continuing to expand and develop its cruise port portfolio globally, without the distraction, challenges and costs associated with the requirements of being a publicly listed company.

·    GIH believes that the Offer provides an opportunity for GPH Shareholders to realise their full investment in GPH in cash and represents a highly compelling liquidity opportunity, in light of the persistent illiquidity in GPH's trading volumes.

Background to and reasons for the recommendation

·    On 14 June 2024, GIH announced that it was considering making an offer at a price of US$3.00 per GPH Share (approximately 234 pence) ("Original Proposal"). On 5 July 2024, GIH announced that following purchases of GPH Shares any offer would have a minimum price of the higher of: (i) US$3.00 per GPH Share; and (ii) the US Dollar equivalent of £2.50 per GPH Share at the prevailing GBP Sterling : US Dollar exchange rate immediately prior to any firm offer announcement. Following further negotiations, a series of proposals, each conditional on a recommendation by the GPH Independent Director, were communicated by GIH which culminated in the GPH Independent Director receiving a revised proposal from GIH at a price of $4.02 (approximately 313 pence) per GPH Share.

·    The GPH Independent Director notes that the Offer Price represents an opportunity for GPH Shareholders to fully realise their investments in GPH Shares at a 40 per cent. premium to the three-month volume-weighted average price  a GPH Share prior to the commencement of the Offer Period and a 11 per cent. premium to the highest closing price of a GPH Share in the period since the commencement of the Covid-19 pandemic. The GPH Independent Director notes that GIH has a majority shareholding prior to making the Offer, and that offers made to minority shareholders by controlling shareholders are commonly made at lower premia than offers by those seeking partial or full control of a Company.

·    The GPH Independent Director has given careful consideration to the outlook of the business. The GPH Independent Director believes that GPH is well positioned for the future given the anticipated growth from recent concession acquisitions, the on-going investment in developing the existing port network, and the healthy cruise passenger numbers expected in the coming years, with nearly 20 million passengers expected at the Company's ports in its financial year to 31 March 2025. The GPH Independent Director believes that, despite a favourable outlook for the business, the medium and long term prospects of the Company have not been appropriately reflected in the valuation and price of the GPH Shares for a number of years. The GPH Independent Director believes that a variety of factors may have contributed to this, including the low levels of on-going liquidity in the GPH Shares, the attitude of some public company investors towards higher levels of leverage, the presence of a majority shareholder and the on-going need to raise capital to support the business's growth ambitions. However, the GPH Independent Director does not foresee any material change in these factors in the near term.  

·    The GPH Independent Director considers that the Delisting, and accordingly GPH's future as an unlisted company, is a very important factor when considering the terms of the Offer.

·    The GPH Independent Director notes that once the Delisting is effected, GPH Shareholders who do not accept the Offer will hold unlisted GPH Shares and, as minority shareholders, would not be afforded the same level of liquidity, regulatory disclosure requirements and protections as were afforded to them whilst GPH remained listed on the Official List and the London Stock Exchange.

·    Whilst the GPH Independent Director believes that the Company is well positioned for the future, the GPH Independent Director also recognises that the Offer provides GPH Shareholders with an opportunity to realise their investment in GPH in full for cash, which may be attractive to some GPH Shareholders compared to the risks to the liquidity, marketability and realisable value of the GPH Shares, which would likely be significantly adversely affected, when GPH is an unlisted company with a majority shareholder following the Delisting. GPH Shareholders may otherwise be unlikely to be able to exit their positions in full or at all in future, and if they are, at a price equivalent to that which would be received under the Offer. GIH currently has the ability to pass ordinary resolutions of GPH and, after the Delisting, will continue to be in a position to ensure the approval, or rejection, of ordinary resolutions of GPH and determine the overall strategy of the GPH Group including, for example, the appointment and removal of directors of GPH and the dividend policy or cessation of any dividends.

·    The Offer is being made on an unconditional basis and therefore it will become effective in accordance with the timetable to be set out in the Offer Document and will not remain open for acceptance indefinitely.

·    The GPH Independent Director's considerations in relation to the Offer are set out more fully in paragraph 5 below.

Recommendation

·    The GPH Independent Director, having been so advised by Berenberg and Shore Capital as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. Berenberg and Shore Capital are providing independent financial advice to the GPH Independent Director for the purposes of Rule 3 of the Code and in providing their advice, Berenberg and Shore Capital have taken into account the Delisting, the unconditional nature of the Offer and the commercial assessments of the GPH Independent Director.

·    Accordingly, the GPH Independent Director intends to recommend that GPH Shareholders accept or procure acceptance of the Offer (or, in the event that the Offer is implemented by way of a Scheme, vote in favour of the Scheme at the requisite Court Meeting and the Resolutions at the General Meeting).

·    The GPH Independent Director notes that the Delisting may have personal taxation consequences for GPH Shareholders. GPH Shareholders should consider whether the GPH Shares remain a suitable investment in light of their own personal circumstances and investment objectives, and the risks of remaining a GPH Shareholder following the Delisting. No advice can or will be provided in relation to taxation and it is strongly recommended that shareholders obtain appropriate professional advice in respect of the tax consequences of the Delisting when considering whether or not to accept the Offer.

 

Offer terms

·    The Offer is to be implemented by way of a takeover offer for the purposes of Part 28 of the Companies Act, for the entire issued and to be issued share capital of GPH (excluding GPH Shares held by GIH Shareholders). GIH and/or Bidco reserve the right to elect, with the consent of the Panel and GPH, to implement the Offer by means of a Scheme, as an alternative to the Offer.

·    Certain further terms of the Offer are set out in Appendix 1 to this Announcement.

·    It is expected that the Offer Document containing further information about the Offer and the procedure for acceptance, together with the Form of Acceptance (if applicable), will be published and sent to GPH Shareholders and (for information only) participants in the GPH Share Plan as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed between GIH and/or Bidco and GPH with the consent of the Panel).

·    An expected timetable of principal events will be included in the Offer Document.  

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to the further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Offer Document. Appendix 2 of this Announcement contains the sources and bases of certain information contained in this summary and this Announcement. Certain terms used in this summary and this Announcement are defined in Appendix 3.

Enquiries:

GIH

Tel: +90 (212) 244 60 00

Asli Su Ata, Director of Investor Relations

 

Citi (Financial Adviser to GIH)

Tel: +44 (0) 207 986 4000

Sian Evans

 

Kayihan Kopmaz

 

GPH

Tel: +44 (0) 7752 169 354

Alison Chilcott, Company Secretary


Martin Brown


Berenberg (Financial Adviser and Rule 3 Adviser to GPH)

Tel: +44 (0)20 3207 7800

Miles Cox


Ciaran Walsh


James Thompson


Shore Capital (Financial Adviser and Rule 3 Adviser to GPH)

Tel: +44 (0) 207 408 4090

Patrick Castle


Daniel Bush

Harry Davies-Ball


White & Case LLP is acting as legal adviser to GIH and Bidco in connection with the Offer. Hogan Lovells International LLP is acting as legal adviser to GPH in connection with the Offer.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in GPH in any jurisdiction in contravention of applicable law. The Offer will be made solely pursuant to the terms of the Offer Document (or, in the event that the Offer is implemented by way of a Scheme, the Scheme Document) which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer, should be made only on the basis of information contained in the Offer Document (or, in the event that the Offer is implemented by way of a Scheme, the Scheme Document).

This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the FSMA if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

Disclaimers

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for GIH and Bidco and for no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than GIH and Bidco for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters referred to in this Announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively as financing adviser to GIH and no one else in connection with the Notes and none of Morgan Stanley, or its affiliates or any of their respective directors, officers, employees and agents will be responsible to anyone other than GIH for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Notes, the Offer or any matter referred to herein.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for GPH and no one else in connection with the matters set out in this Announcement (save that Berenberg is not providing advice in connection with the Delisting) and will not be responsible to anyone other than GPH for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective partners (persönlich haftende Gesellschafter), directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this Announcement, any statement contained herein, the Offer or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together or individually, "Shore Capital"), which are authorised and regulated in the United Kingdom by the FCA, are acting as financial adviser exclusively for GPH and no one else in connection with the matters referred to in this Announcement (save that Shore Capital is not providing advice in connection with the Delisting) and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than GPH for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to in this Announcement. Neither Shore Capital nor any of their affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements (including the payment of any issue, transfer or other taxes due in such jurisdiction). In particular, the ability of persons who are not resident in the UK to accept the Offer, or to execute and deliver a Form of Acceptance, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction (or any jurisdiction where to do so would violate the laws of that jurisdiction) and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance in respect of the Offer. Unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Offer will be subject to English law, and the applicable requirements of the Code, the Panel, the FCA, the London Stock Exchange and the Registrar of Companies.

Further details in relation to overseas shareholders will be included in the Offer Document.

Additional information for US investors

The Offer is being made to acquire the securities of an English company by means of an Offer under English law. The Offer shall be made in compliance with all applicable laws and regulations of the United Kingdom and the US, including Section 14(e) of, and Regulation 14E under, the US Exchange Act, and any applicable exemptions thereunder.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GIH, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in GPH outside of the Offer before or during the period that the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would occur outside the US, either in the open market at prevailing prices or in private transactions at negotiated prices, and comply with applicable law, including the US Exchange Act. Any such purchases or arrangements to purchase will not be made at prices higher than the price of the Offer provided in the Offer Document unless the price of the Offer is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the UK in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

If Bidco and GIH were to elect to implement the Offer by means of a scheme of arrangement under the laws of England and Wales, such Scheme would not be subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme would be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

Certain financial information included in this Announcement and the Offer documentation has been or will have been prepared in accordance with International Financial Reporting Standards and other financial reporting standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the Offer nor this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Offer, or determined if the information contained in this Announcement is adequate, accurate or complete.  Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a US GPH Shareholder as consideration for the transfer of its GPH Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. GPH Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

It may be difficult for US GPH Shareholders to enforce their rights and claims arising out of US federal securities laws, since Bidco and GPH are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US GPH Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by GIH, Bidco and/or GPH may contain certain forward-looking statements with respect to the financial condition, results of operations and business of GPH and certain plans and objectives of GIH and/or Bidco.

These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by GIH, Bidco and/or GPH in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Offer on GIH, Bidco and GPH, the expected timing and scope of the Offer and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Forward-looking statements may include, without limitation, statements in relation to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, financing, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) the cancellation of the listing of GPH, business and management strategies and the expansion and growth of GIH, Bidco, the GIH Group, the GPH Group and/or GPH's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on GIH, Bidco, the GIH Group and/or GPH's business.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither GIH nor Bidco, nor GPH, nor any of their representatives, associates or directors, officers or advisers provides any assurance that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of GPH, GIH nor Bidco assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanelorg.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by GPH Shareholders, persons with information rights and other relevant persons for the receipt of communications from GPH may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on GPH's website at  https://www.globalportsholding.com/investors/ by no later than 12 noon (London time) on the Business Day following publication of this Announcement. For the avoidance of doubt, neither the contents of this website nor the contents of any website accessible from any hyperlinks are incorporated into or form part of this Announcement.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for GPH for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for GPH.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, GPH Shareholders, persons with information rights and participants in the GPH Share Plan may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by contacting GPH's registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England & Wales) on +44 371 384 2050 or by submitting a request in writing to Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

11 July 2024

DELISTING OF GLOBAL PORTS HOLDING PLC

("GPH" or the "Company")

and

UNCONDITIONAL RECOMMENDED CASH OFFER

for

GPH

by

GLOBAL YATIRIM HOLDING A.Ş.

("GIH")

(through, its wholly-owned subsidiary, Global Ports Holding B.V. ("Bidco"))

1.         Introduction

Following the announcement by GIH on 14 June 2024 that it intended to seek delisting of the Company, the Eligible GPH Directors have for the reasons set out in the Delisting Announcement concluded, after careful consideration, that the delisting is most likely to promote the success of the Company in the interests of its shareholders as a whole.

In order to provide a liquidity opportunity for GPH Shareholders in connection with the Delisting under which they may sell all or some of their GPH Shares for cash, the boards of GIH and Bidco hereby announce the terms of an unconditional recommended cash offer to be made by GIH through Bidco to acquire the entire issued and to be issued share capital of GPH (excluding GPH Shares held by GIH Shareholders), to be implemented by way of a takeover offer for the purposes of Part 28 of the Companies Act.

GIH has a majority stake in GPH, holding 45,068,066 GPH Shares indirectly through Bidco, representing 58.964 per cent. of the issued ordinary share capital of GPH (as at the close of business on 10 July 2024, being the last Business Day prior to the date of this Announcement).

2.         Cancellation of trading, squeeze-out and re-registration

As set out in the Delisting Announcement, the GPH Board as a whole has extensively reviewed and evaluated the benefits and the drawbacks for GPH in respect of the Delisting. The GPH Board has taken into account numerous factors, both positive and negative in reaching its decision. Following this review, the Eligible GPH Directors have resolved to effect the Delisting (the "Resolution to Delist"), and a number of the relevant considerations for this approval are set out in the Delisting Announcement.

Berenberg and Shore Capital are not providing any advice to GPH in relation to the Delisting itself.

For the reasons set out in the Delisting Announcement, the Eligible GPH Directors have concluded that the Delisting is in the best interests of the Company and most likely to promote the success of the Company for the benefit of its shareholders as a whole.

GPH has therefore made a separate announcement today (the "Delisting Announcement") that it is making applications to the FCA, to cancel the listing of the GPH Shares from the standard listing segment of the Official List of the FCA, and to the London Stock Exchange, to cancel the admission to trading of the GPH Shares on the main market for listed securities of the London Stock Exchange. Pursuant to Listing Rule 5.2.8R, GPH is required to give at least 20 Business Days' notice of the Delisting. Accordingly, it is intended that the Delisting will become effective from 8:00 a.m. on 9 August 2024, such that the last date of trading in the GPH Shares will be 8 August 2024.

As GPH is listed on the standard listing segment of the Official List, no shareholder approval is required for the Delisting.

The Delisting will significantly reduce the liquidity and marketability of any GPH Shares in respect of which the Offer has not been accepted and their value may be affected as a consequence. Any remaining GPH Shareholders would be minority shareholders in a majority-controlled unlisted company and may be unable to sell their GPH Shares. As majority shareholders, GIH and Bidco will continue to be in a position to determine, for example, the composition of the GPH Board and management team, the overall strategy of the GPH Group, and the dividend policy or cessation of any dividends. It is intended that with effect from Notes Completion, as further described in paragraph 11 below, three additional members will be appointed to the GPH Board. Following such appointments, the GPH Board will comprise seven members. At Notes Completion, PEIF will have the right to nominate up to two directors and GIH and PEIF will have the right to jointly nominate one independent director.

There can be no certainty that the minority GPH Shareholders would again be offered an opportunity to sell their GPH Shares on terms which are equivalent to or no less advantageous than those under the Offer, or at all. In addition, following the Delisting, GPH will no longer be subject to the regulatory and statutory regime which applies to companies admitted to the standard segment of the Official List and traded on the main market for listed securities of the London Stock Exchange.

GPH Shareholders who do not accept the Offer will not benefit from the protections afforded to them under the Listing Rules and the regulatory oversight currently provided by the FCA.

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires on the terms of the Offer, 90 per cent. or more of the GPH Shares to which the Offer relates, Bidco intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act, to acquire compulsorily any GPH Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Offer or otherwise on the same terms as the Offer.

In the event that GIH and Bidco were to obtain 75 per cent. or more of GPH's voting rights, by virtue of acceptances of the Offer or otherwise, it is intended that GIH and Bidco shall procure that GPH will be re-registered as a private company and its articles of association changed to those suitable for a privately-controlled company, as further described in paragraph 9 below.

Following the Delisting, the Takeover Code (as currently in force) will no longer apply to GPH, as it does not have its place of central management and control in the United Kingdom, Channel Islands or Isle of Man. The Panel is consulting on certain changes to the application of the rules for formerly listed companies. Further information on the consequences of the Takeover Code ceasing to apply to GPH are set out in the Delisting Announcement.

 

 

 

3.         The Offer

Under the terms of the Offer, which will be subject to the terms set out in this Announcement and to further terms to be set out in the Offer Document, GPH Shareholders (other than GIH Shareholders) will be entitled to receive:

for each GPH Share: US$4.02 in cash

The Offer values the entire issued and to be issued share capital of GPH at approximately US$310 million on a fully diluted basis (which is equivalent to £241 million, based on the Announcement Exchange Rate).

The GBP equivalent value of the Offer Price based on the Announcement Exchange Rate, being £3.13, represents a premium of approximately:

·    40 per cent. to the volume-weighted average price of 224 pence per GPH Share for the three-month period ended 13 June 2024 (being the last Business Day prior to the commencement of the Offer Period);

·    19 per cent. to the Closing Price of 263 pence per GPH Share on 13 June 2024 (being the last Business Day prior to the commencement of the Offer Period); and

·    11 per cent. to the highest closing price of a GPH Share in the period since the commencement of the Covid-19 pandemic.

The Offer is not subject to any minimum level of acceptances or any other conditions and is therefore unconditional. As the Offer is unconditional from the outset, an accepting shareholder will not be entitled to withdraw an acceptance of the Offer. Certain further terms of the Offer are set out in Appendix 1 to this Announcement.

If, on or after the date of this Announcement, any dividend, distribution, or other return of value is announced, declared, made, or paid or becomes payable by GPH, GIH and/or Bidco reserve the right to reduce the Consideration accordingly. In such circumstances, GPH Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid. Following the Offer, there is no certainty that any further dividend, distribution or other return of value will be announced, declared, made, or paid by GPH.

It is expected that the Offer Document containing further information about the Offer and the procedure for acceptance, together with the Form of Acceptance (if applicable), will be published and sent to GPH Shareholders and (for information only) participants in the GPH Share Plan as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed between GIH and/or Bidco and GPH with the consent of the Panel). An expected timetable of principal events will be included in the Offer Document.

4.         Background to and reasons for the Offer

Following the decision of the Eligible GPH Directors to seek the Delisting as explained above and further detailed in the Delisting Announcement, the Offer is intended to provide GPH Shareholders who do not wish to continue holding GPH Shares in an unlisted entity with a full liquidity opportunity by which they may sell all or any of their GPH Shares for cash.

GIH established the GPH Group as an infrastructure investment vehicle in 2004 and remains the majority shareholder, with a shareholding of 58.964 per cent. (held indirectly through Bidco) (as at the close of business on 10 July 2024, being the last Business Day prior to the date of this Announcement). Since inception, with the support of GIH, GPH has expanded to become the world's largest independent cruise port operator, with an established presence across the Mediterranean, Atlantic, Caribbean and Asia Pacific. GPH was listed on the London Stock Exchange in 2017 (standard listing segment).

GIH believes that while GPH's listing helped to raise the profile of GPH initially, for the past several years due to the disclosure requirements and the continuing low trading liquidity in the shares, GIH believes that GPH's listing significantly hinders GPH, and GPH would be best positioned to continue its next phase of growth as a private company.

GPH's ability to raise equity financing or other forms of flexible long-term funding to enable it to develop, grow and expand its business is hindered as both the low trading liquidity and market capitalisation renders the cost of equity financing prohibitively expensive, while at the same time unduly bringing its viability into question from the perspective of other long-term funding alternatives as well as finance providers. GPH suffers from very low research coverage and institutional ownership of its shares is extremely low. The prospect of GPH's profile, research coverage and institutional ownership growing to offset the disadvantages to the listing is highly uncertain. The disclosure requirements (specifically the requirement to announce new business development initiatives and periodic detailed financial information) have a significantly negative impact on the competitive position of GPH through exposing new initiatives which are made public early (in almost all cases before closing on such new initiative) and also through making detailed trading and profitability information public which can negatively impact the pricing negotiation power of GPH in relation to new business development initiatives. Moreover, public ownership requires management to focus on short-term targets and discourages executing long-term expansion strategies which could be achieved without the burden of near-term performance pressure.

GIH believes that as an infrastructure group, GPH should be able to freely execute growth strategies and have access to flexible long-term financing to remain competitive. Private ownership would therefore enable GPH to better execute its strategy of continuing to expand and develop its cruise port portfolio globally, without the distraction, challenges and costs associated with the requirements of being a publicly listed company.

GIH believes that the Offer provides an opportunity for GPH Shareholders to realise their full investment in GPH in cash and represents a highly compelling liquidity opportunity, in light of the persistent illiquidity in GPH's trading volumes.

5.         Background to and reasons for the recommendation

GPH background and relevant developments since IPO

GPH was admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities in May 2017 (the "IPO") as the world's largest independent cruise port operator. The Company had a market capitalisation at the time of the IPO of £464.9 million and operated 14 cruise ports in eight countries and two commercial ports in Montenegro and Turkey. The Company's stated growth strategy was to grow its cruise port operations, with a particular focus on the Caribbean and Asia.

The GPH Independent Director believes that GPH has made good progress against this strategy in the years following the IPO and has been awarded a number of new cruise port concessions, including, amongst others, Nassau and Antigua, despite facing a variety of geopolitical and economic challenges in certain jurisdictions which impacted GPH's operations and outlook. In January 2021, the Company disposed of its commercial port operation in Turkey, creating essentially a pure play cruise ports operator.

The Covid-19 pandemic was very challenging for the whole cruise industry including GPH, although it managed to navigate the period carefully and successfully by reducing costs and conserving cash resources. Due to the pandemic and also the significant capex requirements for the investment and development of a number of the new and existing cruise ports in the Company's network, the Company has sought increasing amounts of debt funding over the last few years, and continues to expect to need to do so as the cruise port network continues to grow in the future. For a number of reasons, including low institutional ownership, limited liquidity, the attitude of the public equity markets to companies with high levels of leverage, and a lack of visibility on the Company's position and outlook during Covid-19, the GPH Board concluded that the Company could not rely on equity capital market support during a volatile time for the cruise industry, which resulted in the Company relying on high interest bearing debt. Accordingly, the Company has significant levels of debt and leverage. As at 31 March 2024, the Company had unaudited Net Debt ex IFRS 16 Leases of $674.5 million and generated $106.9 million EBITDA (gross of the impact of IFRS 16) for the year ended 31 March 2024.

As a result of the disruption created by Covid-19, the Company announced on 13 July 2020 that it was suspending its pursuit of moving its listing from the standard listing segment to the premium listing segment of the Official List of the FCA and that the three independent non-executive directors of the Company at the time had agreed to terminate the Company's Relationship Deed with GIH. As stated at the time in its announcement, this was to provide the Company with additional flexibility, share necessary resources (including in respect of financing) and to work with GIH to navigate the cruise industry shutdown. The GPH Board affirmed at the same time its commitment to robust principles of corporate governance and to promoting the best interests of the Company and shareholders. Whilst the Company's need for resource sharing reduced significantly as the Covid-19 pandemic abated, the Company and GIH continue to work closely, using this flexibility to share financial and other resources in order to best manage the Company's performance and future growth.

The Company's performance has steadily improved since the Covid-19 pandemic and the cruise industry has now recovered back to pre-pandemic occupancy rates. On 14 June 2024, the Company announced that it had welcomed 13.4 million cruise passengers across its consolidated port network during the 12 months to 31 March 2024, a 46 per cent. increase on the financial year ended 2023, as cruise calls and passenger volumes continued to recover from the pandemic and as the Company's port network expanded. The Company also announced that it expects annual passenger volumes of nearly 20 million for the financial year ending 2025.

Together with the investment in, and the development of, GPH's existing cruise port network in order to increase passenger capacity and drive complementary revenue streams, the ongoing addition of new ports to its network is fundamental to GPH's future growth. Since the start of the financial year ending 2025, the Company has added Saint Lucia Cruise Port to its network, signed and started operations at Liverpool Cruise Port and was awarded preferred bidder status for Casablanca Cruise Port.

The Delisting

On 14 June 2024, GIH, as the Company's majority shareholder, announced that it was convinced of the merits of moving the business into private ownership and that it intended to seek the Delisting of the Company. As a company listed on the standard listing segment of the FCA's Official List, the Company can implement a Delisting by way of a resolution of the GPH Board.

As set out in the Delisting Announcement and paragraph 2 of this Announcement, the Eligible GPH Directors have resolved to effect the Delisting. Accordingly, the Company's listing on the FCA's Official List and its admission to trading on the Main Market of the London Stock Exchange will be cancelled on 9 August 2024.

Further to GIH's announcement on 14 June 2024, GIH is making the Offer, on an unconditional basis, in order to provide GPH Shareholders with liquidity and the opportunity to realise their shareholdings in GPH in connection with the Delisting, should they wish to exit and avoid holding unlisted GPH Shares.

Factors considered by the GPH Independent Director in connection with the Offer

In considering the terms of the Offer, the GPH Independent Director has taken into account a number of factors, including:

On 14 June 2024, GIH announced that it was considering making an offer at a price of $3.00 per GPH Share (approximately 234 pence) ("Original Proposal"). On 5 July 2024, GIH announced that following purchases of GPH Shares, any offer would have a minimum price of the higher of: (i) US$3.00 per GPH Share; and (ii) the US Dollar equivalent of £2.50 per GPH Share at the prevailing GBP:US$ exchange rate immediately prior to any firm offer announcement. Following further negotiations, a series of proposals, each conditional on a recommendation by the GPH Independent Director, were communicated by GIH which culminated in the GPH Independent Director receiving a revised proposal from GIH at a price of $4.02 per GPH Share.

The GPH Independent Director notes that GIH has a majority shareholding prior to making the Offer, and that offers made to minority shareholders by a controlling shareholder are commonly made at lower premia than offers by those seeking partial or full control of a Company.

The GPH Independent Director notes, the Offer Price represents an opportunity for GPH Shareholders to realise their investments in GPH Shares in full at:

·    a 19 per cent. premium to closing price per GPH Share of 263 pence on 13 June 2024 (being the last practicable date before the commencement of the Offer Period);

·    a 33 per cent. premium to the 30 day volume-weighted average price of a GPH Share prior to the commencement of the Offer Period;

·    an 11 per cent. premium to the highest closing price of a GPH Share in the period since the commencement of the Covid-19 pandemic; and

·    an improvement of 34 per cent. to the Original Proposal.

The GPH Independent Director has given careful consideration to the outlook of the business. The GPH Independent Director believes that the Company is well positioned for the future given the anticipated growth from recent concession acquisitions, the on-going investment in developing the existing port network, and the healthy cruise passenger numbers expected in the coming years, with nearly 20 million passengers expected at the Company's ports in its financial year ending 2025.

The GPH Independent Director believes that, despite this favourable outlook, the medium and long term prospects of the Company have not been appropriately reflected in the valuation and price of the GPH Shares for a number of years. The GPH Independent Director believes that a variety of factors may have contributed to this, including the low levels of on-going liquidity in GPH's Shares, the attitude of some public company investors towards higher levels of leverage, the presence of a majority shareholder and the ongoing need to raise capital to support the business's growth ambitions. However, the GPH Independent Director does not foresee any material change in these factors in the near term.

The GPH Independent Director considers that the Delisting, and accordingly GPH's future as an unlisted company, is a very important factor when considering the terms of the Offer. Companies listed on the London Stock Exchange which have announced a delisting without concurrently announcing an opportunity for shareholders to realise their investment for cash in full typically see very significant share price declines during the period from announcement of the delisting until the delisting becoming effective.

The GPH Independent Director notes that once the Delisting is effected, GPH Shareholders who do not accept the Offer will hold unlisted GPH Shares and, as minority shareholders, would not be afforded the same level of liquidity, regulatory disclosure rights and protections as were afforded to them whilst GPH remained listed on the Official List and the London Stock Exchange.

Whilst the GPH Independent Director believes that the Company is well positioned for the future, the GPH Independent Director also recognises that the Offer provides GPH Shareholders with an opportunity to realise their investment in GPH in full for cash, which may be attractive to some GPH Shareholders compared to the risks to the liquidity, marketability and realisable value of the GPH Shares, which would likely be significantly adversely affected, when GPH is an unlisted company with a majority shareholder following the Delisting. GPH Shareholders may otherwise be unlikely to be able to exit their positions in full or at all in future, and if they are, at a price equivalent to that which would be received under the Offer.

GIH currently has the ability to pass ordinary resolutions of GPH and, after the Delisting, will continue to be in a position to ensure the approval, or rejection, of ordinary resolutions of GPH and determine the overall strategy of the GPH Group including, for example, the appointment and removal of directors of GPH and the dividend policy or cessation of any dividends.

The Offer is being made on an unconditional basis and therefore it will become effective in accordance with the timetable to be set out in the Offer Document. As the Offer is unconditional from the outset, an accepting shareholder will not be entitled to withdraw an acceptance of the Offer.

Views of the GPH Independent Director on GIH's intentions for GPH

In considering the intention to recommend the Offer to GPH Shareholders, the GPH Independent Director has given due consideration to the intentions of GIH for the Company.

The GPH Independent Director notes GIH's strategic plans for GPH and welcomes its intention not to make any material changes to GPH's strategy or day-to-day operations as a result of the Offer, except for expanding the organic and inorganic growth plans of the business. GIH's intentions not to make any material change to the number of GPH employees or the balance of skills and functions of GPH's employees and management, and its expectation that opportunities available to present and future management and employees of the GPH Group will be enhanced following completion of the Offer, are also welcomed by the GPH Independent Director. The GPH Independent Director acknowledges that once GPH ceases to be a listed company, certain public listed company-related functions may become unnecessary or significantly reduced in scope, and as such, there may be a small reduction in headcount in relation to these functions. The GPH Independent Director welcomes GIH's confirmation that, following completion of the Offer, the existing contractual and statutory employment rights of all management and employees of GPH will be fully safeguarded in accordance with applicable law, and envisages that there will be no material change in their terms and conditions of employment or in the balance of their skills and functions.

The GPH Independent Director notes GIH's intention, with effect from Notes Completion, to appoint three additional members to the GPH Board. Furthermore, the GPH Independent Director acknowledges GIH's statement that it may look to redesignate Barcelona, Spain as the headquarters of GPH, and welcomes GIH's confirmation that it does not intend to make any material changes to headcount in GPH's London office or locations of operation as a result of the Offer with no redeployment of fixed assets, except for expanding the inorganic growth plans of the business.

6.         Recommendation

The GPH Independent Director, having been so advised by Berenberg and Shore Capital as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. Berenberg and Shore Capital are providing independent financial advice to the GPH Independent Director for the purposes of Rule 3 of the Code and in providing their advice, Berenberg and Shore Capital have taken into account the Delisting, the unconditional nature of the Offer and the commercial assessments of the GPH Independent Director.

Accordingly, the GPH Independent Director intends to recommend that GPH Shareholders accept or procure acceptance of the Offer (or, in the event that the Offer is implemented by way of a Scheme, vote in favour of the Scheme at the requisite Court Meeting and the Resolutions at the General Meeting).

The GPH Independent Director notes that the Delisting may have personal taxation consequences for GPH Shareholders. GPH Shareholders should consider whether the GPH Shares remain a suitable investment in light of their own personal circumstances and investment objectives, and the risks of remaining a GPH Shareholder following the Delisting. No advice can or will be provided in relation to taxation and it is strongly recommended that shareholders obtain appropriate professional advice in respect of the tax consequences of the Delisting when considering whether or not to accept the Offer.

The following GPH Directors are not considered by GPH to be independent for the purposes of the Offer by virtue of their respective relationships with GIH:

·    Mehmet Kutman, Executive Chairman and Chief Executive Officer of GPH, is the Chairman and Chief Executive Officer of GIH, a director of Bidco, the largest shareholder of GIH, and therefore has an indirect interest in Bidco as well as GPH;

·    Ayşegül Bensel, the non-executive Vice Chairperson of GPH, is a member of the GIH board and shareholder of GIH, and therefore has an indirect interest in Bidco as well as GPH; and

·    Ercan Ergül, a non-executive director of GPH, is assisting GIH in connection with the Offer.

The Non-Independent GPH Directors have not participated in the consideration of the Offer by the GPH Independent Director or the decision to recommend the Offer as set out above. They are, however, supportive of the Offer and its terms.

7.         Information relating to GIH and Bidco

GIH

GIH is a diversified conglomerate with investments in a number of businesses, including port infrastructure, energy generation, compressed natural gas distribution, mining, real estate development and brokerage and asset management. GIH focuses on maximising shareholder value by diversifying investments in its operational areas and through agile investment strategies. Since 1990, the year the GIH Group was established as a brokerage firm, it has transformed into a dynamic investment vehicle by focusing on a variety of nascent business sectors and traditional non-banking financial service providers that offer high growth potential with 'first mover' advantages. The GIH Group functions as an umbrella to manage key issues, such as investment, financing, organisation, and management of its affiliates by participating in their capital and management.

GIH operates in four key business areas:

1.   Port Infrastructure: operation of cruise ports and commercial sea ports;

2.   Energy: renewable and clean energy generation, compressed natural gas sales and distribution, energy efficiency and mining;

3.   Real Estate: development and operation of real estate projects; and

4.   Finance: non-banking financial services, including brokerage, advisory and asset management.

GIH's shares are traded on the Borsa Istanbul Stock Exchange under the ticker symbol "GLYHO".

GIH had a total consolidated net revenue of approximately 11.64 billion Turkish lira (£276 million) in 2023.

Bidco

Bidco is a wholly-owned subsidiary of GIH, which functions as the holding company in the GIH Group for the purposes of holding GPH's shares. Bidco is incorporated under the laws of the Netherlands under company number 68520492.

8.         Information relating to GPH

The GPH Group was established in 2004 as an international port operator and is the world's largest independent cruise port operator, with an established presence across the Mediterranean, Atlantic, Caribbean and Asia Pacific. The group holds a unique position in the cruise port landscape, positioning itself as the world's leading cruise port brand, with an integrated network of cruise ports serving cruise liners, ferries, yachts and mega-yachts.

In 2013, GPH acquired indirect interests in the Barcelona Cruise Port and the Málaga Cruise Port, gaining an important foothold in the Mediterranean. Through a series of strategic acquisitions mainly in Europe and the Caribbean, as of the date of this Announcement, GPH now operates or is invested in 31 cruise ports in 18 countries. As of 31 March 2024, GPH's network consisted of 29 ports, and during financial year that ended on that date, the ports consolidated in GPH's financial statements welcomed 13.4 million passengers, while the passenger throughput for the total network including ports where GPH holds minority shareholding is 17 million, and continues to grow steadily. The GPH Group also has a commercial port operation which specialises in container and general cargo handling.

A network of award-winning ports and terminals allows GPH to transfer best practices to its subsidiaries. With a strong focus on operational excellence, enhanced security practices and customer-oriented services, GPH aims to contribute to the development of the cruise industry.

9.         Intentions regarding the GPH business, directors, management, employees, pension schemes, locations, research and development and trading facilities

GIH's strategic plans for GPH

GIH does not intend to make any material changes to GPH's strategy or day-to-day operations as a result of the Offer, except for expanding the organic and inorganic growth plans of the business.

Employees, management and pensions

GIH attaches great importance to the skills and experience of GPH's existing management and employees, recognising the important contribution that they have made to GPH and its impressive trajectory. GIH does not intend to make any material changes to the number of GPH employees or the balance of skills and functions of GPH's employees and management. However, once GPH ceases to be a listed company, certain public listed company-related functions may become unnecessary or significantly reduced in scope, and as such, there may be a small reduction in headcount in relation to these functions. Subject to any such reduction, GIH envisages that the opportunities available to present and future management and employees of the GPH Group will be enhanced following completion of the Offer.

It is expected that in the twelve months following Notes Completion, as further described in paragraph 11 below, a small number of employees of GIH who currently support certain GPH functions will transfer to, and become employees of, GPH.

GIH confirms that, following completion of the Offer, the existing contractual and statutory employment rights, including pension rights of all management and employees of the GPH Group will be fully safeguarded in accordance with applicable law, and envisages that there will be no material change in their terms and conditions of employment or in the balance of their skills and functions.

Management incentivisation

As noted above, GIH attaches great importance to the skills and experience of the existing employees of GPH. At this stage, GIH has not entered into, and has not discussed any form of, incentivisation arrangements with members of GPH's management. GIH expects to put in place certain incentive arrangements for the management of GPH and for the retention of key employees, in each case following completion of the Offer. 

Locations, headquarters and fixed assets

GIH may look to redesignate Barcelona, Spain as the headquarters of GPH. Save for this and as disclosed above, GIH does not intend to make any material changes to headcount in GPH's London office or locations of operation as a result of the Offer with no redeployment of fixed assets, except for expanding the inorganic growth plans of the business.

Research and development

GPH does not have a research and development function.

Controlling shareholder

GIH and Bidco will continue to have significant control over GPH and will continue to be in a position to ensure the approval, or rejection, of ordinary resolutions of GPH and determine the overall strategy of the GPH Group including, for example, the appointment and removal of directors of GPH and the dividend policy or cessation of any dividends. It is intended that with effect from Notes Completion, as further described in paragraph 11 below, three additional members will be appointed to the GPH Board. Following such appointments, the GPH Board will comprise seven members. At Notes Completion, PEIF will have the right to nominate up to two directors and GIH and PEIF will have the right to jointly nominate one independent director. Following completion of the Offer, GIH, PEIF and GPH will review the selection of individual holders of board seats in order to maintain an appropriate range of industry and professional expertise, independence and a balance of continuity and succession, however it is intended that Mr. Bayle will remain on the GPH Board as a director.

In the event that GIH and Bidco were to obtain 75 per cent. or more of GPH's voting rights, by virtue of acceptances of the Offer or otherwise, they would also be in a position to ensure the approval of special resolutions, including to change the articles of association of GPH, to disapply pre-emption rights for the issue of additional ordinary shares in GPH for cash and to re-register GPH as a private company. In such circumstances, it is intended that GIH and Bidco would procure that GPH will be re-registered as a private company and its articles of association changed to those suitable for a privately-controlled company, and that such articles would disapply pre-emption rights as noted above.

Ability to acquire further shares

GIH and Bidco could also increase their aggregate shareholding in GPH without restriction, except that they cannot pay a price exceeding the Offer Price for at least six months after the Offer was closed, without the consent of the Panel, and may in due course acquire 75 per cent. or more of the voting rights of GPH.

Trading facilities

Per the Delisting Announcement, GPH has today announced that it is making applications to the FCA to cancel the listing of the GPH Shares from the standard listing segment of the Official List of the FCA and to the London Stock Exchange to cancel the admission to trading of the GPH Shares on the main market for listed securities of the London Stock Exchange. Pursuant to Listing Rule 5.2.8R, GPH is required to give at least 20 Business Days' notice of the Delisting. Accordingly, it is intended that the Delisting will become effective from 8:00 a.m. on 9 August 2024, such that the last date of trading in the GPH Shares will be 8 August 2024.

GPH shareholders who do not accept the Offer would own shares in a company not admitted to trading, with reduced liquidity and no readily available market price, with a majority shareholder able to exercise significant influence. In addition, following the Delisting, GPH will no longer be subject to the regulatory and statutory regime which applies to companies admitted to the standard segment of the Official List and traded on the main market for listed securities of the London Stock Exchange.

No post-offer undertakings

No statement in this paragraph 9 constitutes or is intended to become a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

10.       GPH Share Plan

Participants in the GPH Share Plan will be contacted regarding the effect of the Offer on their rights under the GPH Share Plan in separate letters to be sent via email. Further details of the impact of the Offer on the GPH Share Plan will be set out in the Offer Document.

11.       Financing of the Offer

The Consideration payable to GPH Shareholders by Bidco pursuant to the Offer will be financed by the issuance by Bidco of an amount equal to EUR 150 million or such greater amount (following redenomination) of Euro equivalent to USD 163 million of loan notes to PEIF III Luxco Two S.À R.L. ("PEIF") (the "Notes") issued in Euro and subscribed for in US Dollars pursuant to a note purchase agreement entered into between Bidco and PEIF on 11 July 2024 (the "Note Purchase Agreement"). The subscription price for the Notes may be used for general corporate purposes as well as to fund the Offer. Morgan Stanley acted as financing advisor to GIH in connection with the issuance of Notes.

At Notes Completion, it is intended that PEIF will subscribe for preference shares in the capital of Bidco in accordance with the terms of the Bidco Shareholders' Agreement. Under the Bidco Shareholders' Agreement, at Notes Completion, PEIF will have the right to nominate up to two directors to the GPH Board, and GIH and PEIF will have the right to jointly nominate one independent director.

It is also intended that with effect from Notes Completion, the articles of Bidco will be amended in order to reflect the issuance of the preference shares.

PEIF is indirectly wholly-owned by Pan-European Infrastructure III, SCSp, a EUR 3.1 billion fund with an investor base of over 70 investors globally managed by DWS Investment S.A. ("DWS Infrastructure").

DWS Infrastructure is a leading global infrastructure investor with approximately EUR 25.3 billion of assets under management (as of 31 March 2024), in Europe and North America across debt, equity, and listed platforms and a c. 25-year investment track-record investing in the transport, energy, digital, healthcare and utility sectors. DWS Infrastructure has a dedicated team of specialised investment professionals, which is complemented by a network of highly experienced senior advisers.

DWS Infrastructure is part of the DWS Group, one of the world's leading asset managers with EUR 941 billion of assets under management (as of 31 March 2024), the parent company of which, DWS Group GmbH & Co. KGaA, is listed on the Frankfurt Stock Exchange.

Citi, in its capacity as financial adviser to GIH and Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the Consideration payable to the GPH Shareholders pursuant to the terms of the Offer.

Further information on the financing of the Offer, including a summary of the Note Purchase Agreement and the Bidco Shareholders' Agreement, will be set out in the Offer Document.

12.       Offer-related arrangements

Confidentiality Agreement

On 3 July 2024, GIH, Bidco and GPH entered into the Confidentiality Agreement pursuant to which each party thereto undertook, among other things, to: (i) keep certain information relating to each other party thereto and the Offer confidential and not to disclose it to third parties (other than permitted parties) unless required by law or regulation, among other exceptions; and (ii) use such confidential information for the sole purpose of evaluating the Offer. These confidentiality obligations will remain in force until completion of the Offer.

 

 

Process Agent Letter

On 11 July 2024, Bidco and GPH entered into the Process Agent Letter pursuant to which Bidco has appointed GPH as its agent for service of process in relation to any proceedings before the English courts in connection with the financing documents entered into in connection with the Offer, and GPH has accepted such appointment.

13.       Offer terms

The Offer is to be implemented by way of a takeover offer for the purposes of Part 28 of the Companies Act, for the entire issued and to be issued share capital of GPH (excluding GPH Shares held by GIH Shareholders). GIH and/or Bidco reserve the right to elect, with the consent of the Panel and GPH, to implement the Offer by means of a Scheme, as an alternative to the Offer.

The Offer is not subject to any minimum level of acceptances or any other conditions and is therefore unconditional. As the Offer is unconditional from the outset, an accepting shareholder will not be entitled to withdraw an acceptance of the Offer. Certain further terms of the Offer are set out in Appendix 1 to this Announcement.

It is expected that the Offer Document containing further information about the Offer and the procedure for acceptance, together with the Form of Acceptance (if applicable), will be published and sent to GPH Shareholders and (for information only) participants in the GPH Share Plan as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless otherwise agreed between GIH and/or Bidco and GPH with the consent of the Panel). An expected timetable of principal events will be included in the Offer Document.

The Offer will be governed by English law. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA. The bases and sources of certain information contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 3.

14.       Disclosure of Interests

GIH currently owns 45,068,066 GPH Shares indirectly through Bidco, representing 58.964 per cent. of the issued ordinary share capital of GPH (as at the close of business on 10 July 2024, being the last Business Day prior to the date of this Announcement). As stated above, Mehmet Kutman is the largest shareholder of GIH, and therefore has an indirect interest in GPH. Each of Ayşegül Bensel, Erol Göker and Serdar Kırmaz are also shareholders of GIH and therefore have an indirect interest in GPH. In addition, 2,986,226 GPH Shares are held by Istanbul Portföy Yönetimi A.Ş and 1,000,000 GPH Shares are held by Global MD Portföy Yönetimi A.Ş, both of which are subsidiaries of GIH.

Except for these interests, as at the close of business on 10 July 2024 (being the last Business Day prior to the date of this Announcement), neither GIH nor Bidco, nor any of their directors, nor, so far as GIH or Bidco is aware, any person acting in concert (within the meaning of the Code) with GIH or Bidco:

·    has any interest in, or right to subscribe for, any GPH Shares;

·    has any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of, GPH Shares;

·    has procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of the relevant securities of GPH; nor

·    has borrowed or lent any GPH Shares.

Furthermore, no dealing arrangement (of the kind referred to in Note 11 of the definition of "acting in concert" in the Code) exists between GIH and Bidco or GPH or any person acting in concert with GIH and Bidco or GPH in relation to GPH Shares.

15.       Documents available for inspection

Copies of the following documents will, by no later than 12 noon (London time) on 12 July 2024, be published on GPH's website at https://www.globalportsholding.com/investors/ (as applicable):

·    this Announcement;

·    the documents relating to the financing of the Offer referred to in paragraph 11 above;

·    the consent letters from Citi, Morgan Stanley, Berenberg and Shore Capital referred to in paragraph 16 below;

·    the Process Agent Letter; and

·    the Confidentiality Agreement referred to in paragraph 12 above.

16.       General

GIH and/or Bidco reserve the right to elect, with the consent of the Panel and GPH, to implement the Offer by means of a Scheme, as an alternative to the Offer. In such event, the Scheme shall be implemented on substantially the same terms as those which would apply to the Offer, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Offer.

The Offer will be subject to the further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Offer Document. Appendix 2 contains the sources and bases of certain information contained in Announcement. Appendix 3 contains the definitions of certain terms used in this Announcement.

Each of Citi, Morgan Stanley, Berenberg and Shore Capital have given and not withdrawn their consent to the publication of this Announcement, with the inclusion herein of the reference to their names in the form and context in which they appear.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries:

GIH

Tel: +90 (212) 244 60 00

Asli Su Ata, Director of Investor Relations

 

Citi (Financial Adviser to GIH)

Tel: +44 (0) 207 986 4000

Sian Evans

 

Kayihan Kopmaz

 

GPH

Tel: +44 (0) 7752 169 354

Alison Chilcott, Company Secretary


Martin Brown


Berenberg (Financial Adviser and Rule 3 Adviser to GPH)

Tel: +44 (0)20 3207 7800

Miles Cox


Ciaran Walsh


James Thompson


Shore Capital (Financial Adviser and Rule 3 Adviser to GPH)

Tel: +44 (0) 207 408 4090

Patrick Castle


Daniel Bush

Harry Davies-Ball


White & Case LLP is acting as legal adviser to GIH and Bidco in connection with the Offer. Hogan Lovells International LLP is acting as legal adviser to GPH in connection with the Offer.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in GPH in any jurisdiction in contravention of applicable law. The Offer will be made solely pursuant to the terms of the Offer Document (or, in the event that the Offer is implemented by way of a Scheme, the Scheme Document) which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer, should be made only on the basis of information contained in the Offer Document (or, in the event that the Offer is implemented by way of a Scheme, the Scheme Document).

This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the FSMA if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

Disclaimers

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for GIH and Bidco and for no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than GIH and Bidco for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters referred to in this Announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively as financing adviser to GIH and no one else in connection with the Notes and none of Morgan Stanley, or its affiliates or any of their respective directors, officers, employees and agents will be responsible to anyone other than GIH for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Notes, the Offer or any matter referred to herein.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for GPH and no one else in connection with the matters set out in this Announcement (save that Berenberg is not providing advice in connection with the Delisting) and will not be responsible to anyone other than GPH for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective (persönlich haftende Gesellschafter), directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this Announcement, any statement contained herein, the Offer or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together or individually, "Shore Capital"), which are authorised and regulated in the United Kingdom by the FCA, are acting as financial adviser exclusively for GPH and no one else in connection with the matters referred to in this Announcement (save that Shore Capital is not providing advice in connection with the Delisting) and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than GPH for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to any matter referred to in this Announcement. Neither Shore Capital nor any of their affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements (including the payment of any issue, transfer or other taxes due in such jurisdiction). In particular, the ability of persons who are not resident in the UK to accept the Offer, or to execute and deliver a Form of Acceptance, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Copies of this Announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction (or any jurisdiction where to do so would violate the laws of that jurisdiction) and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance in respect of the Offer. Unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Offer will be subject to English law, and the applicable requirements of the Code, the Panel, the FCA, the London Stock Exchange and the Registrar of Companies.

Further details in relation to overseas shareholders will be included in the Offer Document.

 

Additional information for US investors

The Offer is being made to acquire the securities of an English company by means of an Offer under English law. The Offer shall be made in compliance with all applicable laws and regulations of the United Kingdom and the US, including Section 14(e) of, and Regulation 14E under, the US Exchange Act, and any applicable exemptions thereunder.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GIH, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in GPH outside of the Offer before or during the period that the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would occur outside the US, either in the open market at prevailing prices or in private transactions at negotiated prices, and comply with applicable law, including the US Exchange Act. Any such purchases or arrangements to purchase will not be made at prices higher than the price of the Offer provided in the Offer Document unless the price of the Offer is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the UK in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

If Bidco and GIH were to elect to implement the Offer by means of a scheme of arrangement under the laws of England and Wales, such Scheme would not be subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme would be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

Certain financial information included in this Announcement and the Offer documentation has been or will have been prepared in accordance with International Financial Reporting Standards and other financial reporting standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the Offer nor this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Offer, or determined if the information contained in this Announcement is adequate, accurate or complete.  Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a US GPH Shareholder as consideration for the transfer of its GPH Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. GPH Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

It may be difficult for US GPH Shareholders to enforce their rights and claims arising out of US federal securities laws, since Bidco and GPH are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US GPH Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.

Forward-Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by GIH, Bidco and/or GPH may contain certain forward-looking statements with respect to the financial condition, results of operations and business of GPH and certain plans and objectives of GIH and/or Bidco.

These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by GIH, Bidco and/or GPH in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Offer on GIH, Bidco and GPH, the expected timing and scope of the Offer and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Forward-looking statements may include, without limitation, statements in relation to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, financing, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) the cancellation of the listing of GPH, business and management strategies and the expansion and growth of GIH, Bidco, the GIH Group, GPH Group and/or GPH's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on GIH, Bidco, the GIH Group and/or GPH's business.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither GIH nor Bidco, nor GPH, nor any of their representatives, associates or directors, officers or advisers provides any assurance that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of GPH, GIH nor Bidco assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth (10th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanelorg.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by GPH Shareholders, persons with information rights and other relevant persons for the receipt of communications from GPH may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on GPH's website at  https://www.globalportsholding.com/investors/ by no later than 12 noon (London time) on the Business Day following publication of this Announcement. For the avoidance of doubt, neither the contents of this website nor the contents of any website accessible from any hyperlinks are incorporated into or form part of this Announcement.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for GPH for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for GPH.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, GPH Shareholders, persons with information rights and participants in the GPH Share Plan may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by contacting GPH's registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England & Wales) on +44 371 384 2050 or by submitting a request in writing to Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

 

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix 1
FURTHER TERMS OF THE OFFER

1.         The Offer is unconditional from the outset and is therefore not subject to the satisfaction of any condition.

2.         The Offer will be subject to the full terms and conditions which will be set out in the Offer Document and the Form of Acceptance (if applicable) and such further terms as may be required to comply with the Code and with applicable law.

3.         GPH Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

4.         If, on or after the date of this Announcement, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by GPH, GIH and/or Bidco reserve the right to reduce the Consideration accordingly. In such circumstances, GPH Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid. Any exercise by GIH and/or Bidco of their rights referred to in this paragraph 4 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer. In such circumstances, GPH Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

5.         The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements. Further information in relation to overseas shareholders will be contained in the Offer Document. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

6.         The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

7.         The Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the further terms set out in this Appendix 1 and to the full terms and conditions to be set out in the Offer Document. The Offer will comply with the applicable rules and regulations of the FCA, the London Stock Exchange, the Code and the Registrar of Companies.

8.         GIH and/or Bidco reserve the right to implement the Offer by way of a Scheme as an alternative to the Offer, subject to the consent of the Panel and GPH. In such an event, such Scheme will be implemented on the same terms and conditions so far as applicable, as those which would apply to the Offer (subject to appropriate amendments).

 



 

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

1.         As at 10 July 2024 (being the last practicable date prior to publication of this Announcement), there were 76,433,126 GPH Shares in issue. The international securities identification number for the GPH Shares is GB00BD2ZT390.

2.         Any references to the issued and to be issued ordinary share capital of GPH are based on:

a)         the 76,433,126 GPH Shares referred to in paragraph 1 above; and

b)         636,500 GPH Shares which may be issued on or after the date of this Announcement to satisfy the vesting of awards pursuant to the GPH Share Plan.

3.         The value of the Offer based on the Offer Price of US$4.02 per GPH Share is calculated on the basis of the issued and to be issued share capital of GPH (as set out in paragraph 2 above), applying the treasury stock method to GPH Shares which may be issued on or after the date of this Announcement on the vesting of awards under the GPH Share Plan, resulting in dilutive GPH Shares of 636,500.

4.         All closing prices for GPH Shares are closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange on the relevant date(s).

5.         The volume-weighted average prices for GPH Shares referred to in this Announcement have been derived from Bloomberg.

6.         Unless otherwise stated, the financial information relating to GIH is extracted from the audited consolidated financial statements of GIH for the financial year to 31 December 2023, prepared in accordance with Turkish Financial Reporting Standards.

7.         Unless otherwise stated, the financial information relating to GPH is extracted from the preliminary financial statements of GPH for the financial year to 31 March 2024, prepared in accordance with the International Financial Reporting Standards.

8.         The exchange rate used for the conversion of GBP into USD to calculate the value of the Offer cash consideration and value of the Offer is GBP 1:US$1.2842, the Announcement Exchange Rate, which is based on the exchange rate as at 4.30 p.m. on 10 July 2024 (being the last Business Day before the date of this Announcement).

9.         Certain figures included in this Announcement have been subject to rounding adjustments.

 

Appendix 3

DEFINITIONS

"Announcement"

this announcement made pursuant to Rule 2.7 of the Code;

"Announcement Exchange Rate"

the GBP:US$ exchange rate of GBP 1:US$1.2842 as at 4:30 p.m. on 10 July 2024 (being the last Business Day before the date of this Announcement) as derived from data provided by Bloomberg;

"Articles"

the articles of association of GPH from time to time;

"Berenberg"

Joh. Berenberg, Gossler & Co. KG, acting through its London Branch;

"Bidco"

Global Ports Holding B.V., a private company with limited liability existing under the laws of the Netherlands registered with the commercial register in the Netherlands under company number 68520492;

"Bidco Shareholders' Agreement"

the shareholders' agreement relating to Bidco entered into by GIH, Bidco and PEIF on 11 July 2024;  

"Business Day"

any day (excluding any Saturday or Sunday or any public holiday in England) on which banks in London are generally open for business;

"Citi"

Citigroup Global Markets Limited;

"Closing Price"

the closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange on any particular date;

"Code"

the UK City Code on Takeovers and Mergers as issued, and as from time to time amended and interpreted by, the Panel;

"Companies Act"

the Companies Act 2006, as amended from time to time;

"Confidentiality Agreement"

the confidentiality agreement entered into between GIH, Bidco and GPH dated 3 July 2024, details of which are contained at paragraph 12 of this Announcement;

"Consideration"

the consideration payable by Bidco to GPH Shareholders pursuant to the Offer, comprising US$4.02 in cash for each GPH Share;

"Court"

the High Court of Justice in England and Wales;

"Court Meeting"

in the event that the Offer is implemented by way of a Scheme, the meeting of the Scheme shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme, including any adjournment, postponement or reconvening thereof;

"Court Sanction Hearing"

in the event that the Offer is implemented by way of a Scheme, the hearing by the Court of the application to sanction the Scheme under Part 26 of the Companies Act;

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Code;

"Delisting"

the cancellation of the listing of the GPH Shares from the standard listing segment of the Official List and the cancellation of the admission to trading of the GPH Shares on the main market for listed securities of the London Stock Exchange;

"Delisting Announcement"

the announcement made by GPH in relation to the Delisting on the date of this Announcement;

"DWS Infrastructure"

DWS Alternatives Global Limited;

"Eligible GPH Directors"

Ayşegül Bensel, Ercan Ergül and Jérôme Bayle;

"FCA"

the Financial Conduct Authority or its successor from time to time;

"Form of Acceptance"

the form of acceptance and authority relating to the Offer to be despatched to GPH Shareholders (where applicable) with the Offer Document;

"FSMA"

the Financial Services and Markets Act 2000, as amended from time to time;

"General Meeting"

in the event that the Offer is implemented by way of a Scheme, the general meeting of GPH Shareholders to be convened to consider and if thought fit pass the Resolutions (with or without amendment), including any adjournment, postponement or reconvening thereof;

"GIH"

Global Yatırım Holding A.Ş., a company incorporated in Turkey with the registered number 265814-0 and with its registered address at Esentepe Mah.Büyükdere cad. 193 apt.no:193/2 Sişli, Turkey;

"GIH Group"

GIH and its subsidiaries and subsidiary undertakings from time to time (excluding the GPH Group);

"GIH Shareholders"

Bidco and "associates" of Bidco (as such term is defined in section 988 of the Companies Act);

"GPH" or "Company"

Global Ports Holding plc, a company incorporated in England and Wales with registered number 10629250 and with its registered address at 35 Albemarle Street, 3rd Floor, London, United Kingdom, W1S 4JD;

"GPH Board"

the board of directors of GPH;

"GPH Directors"

the directors of GPH at the time of this Announcement or, where the context so requires, the directors of GPH from time to time;

"GPH Group"

GPH and its subsidiaries and subsidiary undertakings from time to time;

"GPH Independent Director"

Jérôme Bayle;

"GPH Share Plan"

the long-term incentive plan adopted by GPH on 5 November 2018;

"GPH Shareholders"

the registered holders of GPH Shares from time to time;

"GPH Shares"

the ordinary shares of 1 pence each in the capital of GPH;

"HMRC"

His Majesty's Revenue and Customs;

"Listing Rules"

the rules and regulations made by the FCA under FSMA and contained in the publication of the same name, as amended from time to time or (as applicable) any set of rules and regulations replacing the same from time to time;

"London Stock Exchange"

London Stock Exchange plc or its successor from time to time;

"Meetings"

in the event that the Offer is implemented by way of a Scheme, the Court Meeting and the General Meeting;

"Morgan Stanley"

Morgan Stanley & Co. International plc;

"Non-Independent GPH Directors"

Mehmet Kutman, Ayşegül Bensel and Ercan Ergül;

"Note Purchase Agreement"

the note purchase agreement entered into between Bidco and PEIF on 11 July 2024;

"Notes"

the loan notes to be issued by Bidco to PEIF under the Note Purchase Agreement;

"Notes Completion"

in connection with the financing for the Offer, the first subscription of the Notes by PEIF under the Note Purchase Agreement and the issuance of the preference shares in Bidco under the Bidco Shareholders' Agreement;

"Offer"

the unconditional offer to be made by or on behalf of GIH to acquire the entire issued and to be issued share capital of GPH (excluding GPH Shares held by GIH Shareholders), to be implemented by means of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act or, if GIH and/or Bidco so elect (with the consent of the Panel and GPH), by way of a Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Offer Document"

the document to be sent to GPH Shareholders which will contain, inter alia, the terms and conditions of the Offer;

"Offer Period"

the offer period (as defined by the Code) relating to GPH, which commenced on 14 June 2024;

"Offer Price"

US$4.02 per GPH Share;

"Official List"

the official list maintained by the FCA;

"Opening Position Disclosure"

an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer if the person concerned has such a position;

"Panel"

the UK Panel on Takeovers and Mergers;

"PEIF"

PEIF III Luxco Two S.À R.L., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 8, rue Lou Hemmer, L-1748 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 240.645;

"PRA"

the Prudential Regulation Authority;

"Process Agent Letter"

the process agent letter entered into between Bidco and GPH dated 11 July 2024, details of which are contained at paragraph 12 of this Announcement;

"Registrar of Companies"

the Registrar of Companies in England and Wales;

"Regulatory Information Service"

any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;

"Relationship Deed"

the relationship agreement dated 2 May 2017 between GPH, Bidco and GIH;

"Resolution to Delist"

the resolution of the Eligible GPH Directors to effect the Delisting;

"Resolutions"

in the event that the Offer is implemented by way of a Scheme, the special resolutions to be proposed at the General Meeting necessary to facilitate the implementation of a Scheme, including (without limitation) a resolution to implement certain amendments to be made to the Articles;

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to GPH Shareholders in that jurisdiction;

"Scheme"

a scheme of arrangement under Part 26 of the Companies Act between GPH and the Scheme shareholders;

"Scheme Document"

in the event that the Offer is implemented by way of a Scheme, the document to be sent to GPH Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings;

"Shore Capital"

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited;

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and

"US Exchange Act"

the United States Securities Exchange Act 1934, as amended from time to time.

 

All references to "GBP", "pence", "GBP Sterling", "£" or "p" are to the lawful currency of the United Kingdom.

All references to "EUR", "Euro" or "" are to the lawful currency of the European Union.

All references to "US dollar", "USD", "US$", "$" or "cents", are to the lawful currency of the United States.

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