Update re delisting and possible offer for GPH

Global Yatirim Holding AS

05 July 2024

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

05 July 2024

Update regarding delisting and possible offer for Global Ports Holding PLC ("GPH", the "Company")

On 14 June 2024, Global Yatırım Holding A.Ş (Global Investments Holding, "GIH") announced that it is considering a possible cash offer at US$3.00 per share, to be implemented by GIH's wholly-owned subsidiary, Global Ports Holding B.V. ("Bidco"), for the issued and to be issued share capital of the Company not already owned by GIH and Bidco.

Between 24 June 2024 and 1 July 2024, a subsidiary of GIH acquired an aggregate of 316,540 shares in GPH (representing 0.4% of the issued share capital of GPH). The highest price paid was £2.50 per share. In accordance with Rule 6 of the Takeover Code, GIH and Bidco confirm that any offer for GPH, if made, would be made at the minimum offer price of the higher of: (i) US$3.00 per share; and (ii) the US$ equivalent of £2.50 per share at the prevailing pounds sterling : US$ exchange rate immediately prior to any firm offer announcement.   

There can be no certainty that an offer will be made. 

Under Rule 2.6(a) of the Code, Bidco must, by no later than 5.00pm on 12 July 2024, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

If the Company declares, makes or pays any further dividend or distribution or other return of value or payment to its shareholders, GIH and Bidco reserve the right to make an equivalent reduction to the offer price. Bidco reserves the right to vary the form and / or mix of the consideration it would offer.

A further announcement will be made when appropriate.

Enquiries:

Global Yatırım Holding A.Ş (Global Investments Holding)
Asli Su Ata	Tel: [phone]
Citigroup Global Markets Limited (Financial Adviser to GIH)
Sian Evans / Kayihan Kopmaz	Tel: [phone]

Important notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Overseas jurisdictions

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority is acting as financial adviser exclusively for Bidco and for no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to 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, 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.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 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% 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 pm (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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

A copy of this announcement, in English and in Turkish, will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the GPH website at www.globalportsholding.com and the Kamuyu Aydınlatma Platformu at https://www.kap.org.tr/en/ promptly and in any event by no later than 12 noon (London time) on 8 July 2024. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END