GPH Global Ports Holding Plc

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

2 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

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"), 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.

Acceptance level update

In accordance with Rule 17 of the Code, GIH and Bidco are pleased to announce that, as at 6.00 p.m. (London time) on 1 August 2024 (being the last Business Day prior to the date of this announcement), valid acceptances of the Offer ("Valid Acceptances") had been received in respect of a total of 4,213,950 GPH Shares, representing approximately 5.47 per cent. of GPH's existing issued share capital. So far as GIH and Bidco are aware, this number of GPH Shares does not include acceptances by GIH and Bidco's deemed concert parties, whose GPH Shares are further detailed below, or the 703,100 GPH Shares held by employees of GPH whose awards have vested under the GPH Share Plan in connection with the Offer. Accordingly, GIH and Bidco now own, directly or indirectly, 49,282,016 GPH Shares, representing approximately 63.94 per cent. of GPH's existing issued share capital.

GPH Shareholders are reminded that the Offer is not subject to any minimum level of acceptances or any other conditions and is therefore unconditional. GPH Shareholders are further reminded that Delisting will become effective from 8.00 a.m. (London time) on 9 August 2024, so that the last date of trading in GPH Shares will be 8 August 2024. Further details are set out below.

Interests in securities

As at the close of business in London on 1 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 and by deemed concert parties of GIH and Bidco were:

Except for these interests, as at the close of business in London on 1 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.

As at the close of business in London on 1 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 held by employees of GPH in respect of awards which have vested under the GPH Share Plan in connection with the Offer were:

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 1 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.

Action to be taken

GPH Shareholders who have not yet accepted the Offer are urged to do so as soon as possible but in any event by no later than 1.00 p.m. (London time) on 9 August 2024, when the Offer will close for acceptance, in accordance with the following procedures:

·      To accept the Offer in respect of certificated GPH Shares (that is, not in CREST), the Form of Acceptance accompanying the Offer Document should be completed, signed and returned with the relevant share certificate(s) and/or other document(s) of title as soon as possible and, in any event, so as to be received by Equiniti Limited, the Receiving Agent at Equiniti, Corporate Actions, Aspect House Spencer Road, Lancing, West Sussex BN99 6DA, not later than 1.00 p.m. (London time) on 9 August 2024. Further details relating to the procedure for acceptance of the Offer in respect of such certificated GPH Shares is set out in paragraph 12.(a) of Part I of the Offer Document and in the Form of Acceptance.

·      To accept the Offer in respect of uncertificated GPH Shares (that is, in CREST), acceptances should be made electronically through CREST so that the TTE instruction settles not later than 1.00 p.m. (London time) on 9 August 2024. If you are a CREST Sponsored Member you should refer to your CREST Sponsor as only your CREST Sponsor shall be able to send the necessary TTE instruction to Euroclear. Further details relating to the procedure for acceptance of the Offer in respect of such uncertificated GPH Shares are set out in paragraph 12.(b) of Part I of the Offer Document.

Full details on how to accept the Offer are set out in paragraph 12 of Part I of the Offer Document, and Part C and Part D of Part III of the Offer Document.

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: (i) in the case of acceptances received, complete in all respects, on or prior to 1.00 p.m. (London time) on 1 August 2024, within 14 calendar days of such time and date; and (ii) in the case of acceptances received, complete in all respects, after such time and date but while the Offer remains open for acceptances, within 14 calendar days of such receipt.

Cancellation of listing of GPH, squeeze-out and re-registration

GPH Shareholders are reminded that, as stated in the Offer Document and the Delisting Announcement, Delisting will become effective from 8.00 a.m. (London time) on 9 August 2024, so that the last date of trading in GPH Shares will be 8 August 2024.

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 GPH Shareholders who do not accept the Offer will become 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.

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.

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 be in a position to ensure the approval of special resolutions. 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, for example, disapply pre-emption rights for the issue of additional ordinary shares in GPH for cash and make various other changes to the governance and constitution of GPH as described in the Offer Document and otherwise.

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.

Questions

If GPH Shareholders have any questions about this announcement, the Offer Document, on the completion and return of the Form of Acceptance, or otherwise relating to the procedure for acceptance of the Offer, 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 (or, in the event that the Offer is implemented by way of a Scheme, the Scheme 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 (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 availability of the Offer and 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 restrictions or 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. The availability of the Offer to GPH Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. 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, email 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. GPH Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

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 is 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 GIH and/or Bidco 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 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.

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, strategic options, the expected timing and scope of the Offer and all other statements in this announcement 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 the GPH Group's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulations 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 (10^th) 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 (10^th) 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.thetakeoverpanel.org.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 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.