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
14
June 2024
Delisting and possible offer
for GPH
Global Yatırım Holding A.Ş (Global
Investments Holding, "GIH")
notes the movement in share price over the past four weeks and
trading volume of Global Ports Holding PLC ("GPH", the "Company").
GIH as the controlling shareholder
is convinced of the merits of moving the business into private
ownership and intends to seek delisting of the Company and taking
it private. Although as a standard listed
company delisting can be implemented through a decision by the
board of directors of the Company and neither a shareholder vote
nor a squeeze-out is required, GIH is
considering a possible cash offer of US$3.00 per share (the
"Offer Price"),
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 Bidco, as a liquidity opportunity in conjunction
with the delisting. GIH and Bidco are in discussions with potential
providers of funding. 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.
In accordance with Rule 2.5(a) of
the Code, Bidco reserves the right to make an offer for the Company
at a lower value than the Offer Price: (i) with the agreement or
recommendation of the Board of the Company; (ii) if a third party
announces a firm intention to make an offer for the Company which,
at that date, is of a value less than the value of the Offer Price;
or (iii) following the announcement by the Company of a Rule 9
waiver transaction pursuant to Appendix 1 of the Code or a reverse
takeover (as defined in the Code). If the Company declares, makes
or pays any further dividend or distribution or other return of
value or payment to its shareholders, Bidco reserves 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: +90 533 152 76 69
|
Citigroup Global Markets Limited (Financial Adviser to
GIH)
|
|
Michael Borch / Kayihan Kopmaz /
Sian Evans
|
Tel: +44 (0) 207 986 4000
|
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.
Rule
2.4 information
In accordance with Rule 2.4(c)(iii)
of the Code, GIH confirms that it is not aware of any dealings in
the Company shares that would require a minimum level, or
particular form, of consideration that it would be obliged to offer
under Rule 6 or Rule 11 of the Code (as appropriate). However, it
has not been practicable for GIH to make enquiries of all persons
presumed to be acting in concert with it prior to this announcement
in order to confirm whether any details are required to be
disclosed under Rule 2.4(c)(iii). To the extent that any such
details are identified following such enquiries, GIH will make an
announcement disclosing such details as soon as practicable, and in
any event by no later than the time it is required to make its
Opening Position Disclosure under Rule 8.1 of the Code.
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 +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.
In accordance with Rule 2.4(c)(iii)
of the Code, Bidco confirms that it is not aware of any dealings in
GPH shares that would require a minimum level, or particular form,
of consideration that it would be obliged to offer under Rule 6 or
Rule 11 of the Code (as appropriate). However, it has not been
practicable for Bidco to make enquiries of all persons presumed to
be acting in concert with it prior to this announcement in order to
confirm whether any details are required to be disclosed under Rule
2.4(c)(iii). To the extent that any such details are identified
following such enquiries, Bidco will make an announcement
disclosing such details as soon as practicable, and in any event by
no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.
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 17 June 2024. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.