Proposed secondary placing of ordinary shares

RNS Number : 9710I

Global Ports Holding PLC

29 November 2018

 

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

GLOBAL PORTS HOLDING PLC

("GPH PLC" or the "Company")

Proposed secondary placing of ordinary shares in GPH PLC

London, 29 November 2018

GPH PLC announces that it has been advised by Global Yatırım Holding A.Ş. ("GIH"), which holds an aggregate interest in 65.63% of the voting shares in the Company through a wholly-owned subsidiary, Global Ports Holding B.V. (the "Selling Shareholder") that it is proposing to sell a minimum of 2 million shares in the Company (the "Placing Shares") at a price of 435 pence per Placing Share, via an accelerated bookbuild placing (the "Placing"). The Placing Shares represent approximately 3% of the issued share capital of the Company.

The Placing is being managed by Barclays Bank PLC, Citigroup Global Markets Limited and Shore Capital Stockbrokers Limited, acting as joint global co-ordinators and joint bookrunners (the "Joint Global Coordinators").

The final number of Placing Shares to be placed will be agreed by the Joint Global Coordinators and the Selling Shareholder at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process will be at the absolute discretion of the Joint Global Coordinators.

The Selling Shareholder is 100% owned by GIH, an investment holding company listed on Borsa Istanbul (GLYHO TI). GIH is in part owned by Mehmet Kutman, who is both the co-founder of the Company and the Chairman of the Board of Directors of the Company. Each of Mehmet Kutman and Aysegul Bensel is a member of the Board of Directors of both the Company and GIH. The Selling Shareholder is the same as that which sold down at the time of the IPO in May 2017.

The Selling Shareholder has agreed that following, completion of the Placing, it will not, without the Joint Global Coordinators' prior written consent, dispose of ordinary shares in the Company for a period of 90 days (subject to certain customary exceptions).

The Company is not a party to the Placing and will not receive any proceeds from the Placing. The Selling Shareholder will use the proceeds for general corporate purposes.

The books for the Placing will open with immediate effect.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR").  Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Alison Chilcott, Company Secretary.

For further information, please contact:

Barclays

Ben Newmark / Lawrence Jamieson / Nikita Turkin                      [phone]

Citigroup

Suneel Hargunani                                                                         [phone]

Shore Capital

Dru Danford / Patrick Castle / Daniel Bush                                   [phone]

Important Notices:

This Announcement has been issued by, and is the sole responsibility of, the Company.

In relation to the Placing, Barclays Bank PLC, Citigroup Global Markets Limited and Shore Capital Stockbrokers Limited have been appointed as joint global co-ordinators and joint bookrunners (the "Joint Global Coordinators").

Barclays Bank PLC and Citigroup Global Markets Limited, each of which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority ("FCA") in the UK, and Shore Capital Stockbrokers Limited which is authorised and regulated by the FCA are acting exclusively for the Company and no one else in connection with the Placing. None of the Joint Global Coordinators will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Placing.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who come into possession of any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan, or South Africa. There will be no public offer of the Placing Shares in the United States, Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Placing Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.

This announcement is directed at and is only being distributed (A) in member states of the European Economic Area, to persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU) the "Prospectus Directive"); (B) in the United Kingdom to persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or, are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of FSMA; and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons, and will only be engaged with such persons.  By accepting this announcement you represent and agree that you are a Relevant Person.

In connection with the Placing, each of the Joint Global Coordinators and any of its affiliates, acting as investors for their own accounts or for the accounts of their clients, may take up a portion of the Placing Shares in the Placing as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts or for the accounts of their clients in the Placing Shares and other securities of the Company or related investments and may offer or sell such Placing Shares or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer, acquisition, placing or dealing in the Placing Shares by, any of the Joint Global Coordinators or their respective affiliates acting as an investor for their own accounts. In addition, each of the Joint Global Coordinators or its affiliates may enter into financing arrangements (including swaps) with investors in connection with which that Global Coordinator (or its affiliates) may from time to time acquire, hold or dispose of ordinary shares in the Company. None of the Joint Global Coordinators, nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Selling Shareholder, the Joint Global Coordinators or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholder, the Joint Global Coordinators or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Global Coordinators.

Forward-looking statements

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

 

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