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

FOR IMMEDIATE RELEASE

27 August 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"))

ACCEPTANCE LEVEL UPDATE

OFFER CLOSURE

Summary

·      The latest time and date by which the Offer could be accepted (being 1.00 p.m. (London time) on 23 August 2023) has passed and the Offer is now closed for acceptances. 

·      GIH and Bidco now own, directly or indirectly, 68,903,299 GPH Shares, representing approximately 89.40 per cent. of GPH's existing issued share capital.

·      GIH and Bidco intend to procure that GPH is re-registered as a private company.

·      In addition, GIH and Bidco intend to procure that GPH's articles of association are changed to introduce various provisions suitable for a privately-controlled, unlisted company where they are in the best interests of GPH and its shareholders as a whole, as further described below.

·      On 9 August 2024, GPH announced that the Delisting became effective from 8.00 a.m. (London time) on that date. The Delisting has significantly reduced 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.

Further details are set out below.

Introduction

On 11 July 2024, the boards of directors of each of GIH and Bidco announced 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 the GPH Shares held by GIH Shareholders) (the "Offer") at a price of US$4.02 for each GPH Share (the "Offer Price"), in order to provide a liquidity opportunity for GPH Shareholders in conjunction with the delisting of GPH. In addition, on 11 July 2024, GIH and Bidco announced that the offer document containing, amongst other things, the full terms of the Offer and the procedures for acceptance (the "Offer Document"), had been published and made available to GPH Shareholders and persons with information rights, together with (for those GPH Shareholders who hold their GPH Shares in certificated form) the related Form of Acceptance.

This announcement should be read in conjunction with the full text of the Offer Document. Terms used but not defined in this announcement have the same meaning given to them in the Offer Document.

On 9 August 2024, following the Delisting becoming effective, the boards of directors of each of GIH and Bidco announced an extension of the time and date by which the Offer could be accepted as a further liquidity opportunity for GPH Shareholders (the "Extension Announcement"). Pursuant to the Extension Announcement, the Offer was open for acceptance until 1.00 p.m. (London time) on 23 August 2024. On 12 August 2024, the boards of directors of each of GIH and Bidco declared that the Offer Price was final and would not be increased, and that the Offer would not be further extended.

Cash Offer closure

The latest time and date by which the Offer could be accepted (being 1.00 p.m. (London time) on 23 August 2023) has now passed. As such, the Offer is now closed for acceptances.

Acceptance level update

In accordance with Rule 17 of the Code, GIH and Bidco are pleased to announce that, as at 1.00 p.m. (London time) on 23 August 2024 (being the last Business Day prior to the date of this announcement and the time and date on which the Offer was closed for acceptances), valid acceptances of the Offer ("Valid Acceptances") had been received in respect of a total of 23,835,233 GPH Shares, representing approximately 30.92 per cent. of GPH's existing issued share capital. Accordingly, GIH and Bidco now own, directly or indirectly, 68,902,299 GPH Shares, representing approximately 89.40 per cent. of GPH's existing issued share capital.

As GIH and Bidco have obtained over 75 per cent. of GPH's voting rights, by virtue of acceptances of the Offer or otherwise, GIH and Bidco are in a position to ensure the approval of special resolutions. GIH and Bidco therefore intend to procure that GPH is re-registered as a private company. In addition, GIH and Bidco intend to procure that GPH's articles of association are changed to introduce various provisions suitable for a privately-controlled, unlisted company where they are in the best interests of GPH and its shareholders as a whole, including, for example, the disapplication of pre-emption rights for the issue of additional ordinary shares in GPH, a right of the Company to require shareholders to disclose beneficial interests in GPH Shares and customary consequences for non-compliance, customary restrictions on the transfer of GPH Shares for reasons relating to applicable law, regulatory requirements or otherwise, and various other changes to the governance and constitution of GPH as described in the Offer Document and otherwise.

Settlement of Consideration

Except as provided in paragraph 7 of Part B of Part III of the Offer Document in the case of certain Overseas Shareholders, settlement of the Consideration to which any GPH Shareholder (or the first-named shareholder in the case of joint holders) is entitled under the Offer shall be effected in accordance with the timetable set out in the Extension Announcement.

Interests in securities

As at the close of business in London on 23 August 2024 (being the last Business Day prior to the date of this announcement), the interests in, or rights to subscribe in respect of, relevant GPH securities (including Valid Acceptances) held by Bidco were:

Except for these interests, as at the close of business in London on 23 August 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.

The percentages of GPH Shares referred to in this announcement are based on a figure of 77,069,626 GPH Shares in issue as at the close of business in London on 23 August 2024 (being the last Business Day prior to the date of this announcement), in accordance with information publicly available to GIH and Bidco as at the date of this announcement.

Cancellation of listing of GPH and re-registration

On 9 August 2024, GPH announced that the Delisting became effective from 8.00 a.m. (London time) on that date. As stated in the Offer Document and the Delisting Announcement, the last date of trading in GPH Shares was 8 August 2024.

The Delisting has significantly reduced 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 GPH Shareholders who have not accepted the Offer remain minority shareholders in a majority-controlled unlisted company and may be unable to sell their GPH Shares. As majority shareholders, GIH and Bidco are 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.

There can be no certainty that the minority GPH Shareholders will 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 is no longer 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.

As stated above, as GIH and Bidco have obtained over 75 per cent. of GPH's voting rights, by virtue of acceptances of the Offer or otherwise, GIH and Bidco are in a position to ensure the approval of special resolutions. GIH and Bidco therefore intend to procure that GPH is re-registered as a private company. In addition, GIH and Bidco intend to procure that GPH's articles of association are changed to introduce various provisions suitable for a privately-controlled, unlisted company where they are in the best interests of GPH and its shareholders as a whole, including, for example, the disapplication of pre-emption rights for the issue of additional ordinary shares in GPH, a right of the Company to require shareholders to disclose beneficial interests in GPH Shares and customary consequences for non-compliance, customary restrictions on the transfer of GPH Shares for reasons relating to applicable law, regulatory requirements or otherwise, and various other changes to the governance and constitution of GPH as described in the Offer Document and otherwise.

Questions

If GPH Shareholders have any questions about this announcement or the Offer Document, please contact the Equiniti Limited, the Receiving Agent on +44 371 384 2050 between 8.30 a.m. and 5.30 p.m. (London time). Calls to the Receiving Agent from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile phones and calls may be recorded and monitored randomly for security and training purposes. The Receiving Agent cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. You are reminded that, if you are a CREST Sponsored Member, you should contact your CREST Sponsor before taking any action.

Enquiries:

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 which contains 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.

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.

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.

Certain financial information included in the Offer Document has 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 GIH, 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.

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 GIH and 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 nor form part of this announcement.

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 the Receiving Agent at Equiniti, 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.