REG-Global Ports Holding PLC Issue of New Ordinary Shares

Global Ports HoldingAnnouncement

14/07/2023 07:15

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   Global Ports Holding PLC (GPH)
   Issue of New Ordinary Shares

   14-Jul-2023 / 07:00 GMT/BST

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   THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, IS
   RESTRICTED  AND   IS   NOT   FOR   PUBLICATION,   RELEASE,   TRANSMISSION,
   DISTRIBUTION, OR
   FORWARDING DIRECTLY OR  INDIRECTLY, IN WHOLE  OR IN PART,  IN OR INTO  THE
   UNITED
   STATES, AUSTRALIA,  CANADA, THE  REPUBLIC OF  SOUTH AFRICA,  JAPAN OR  ANY
   OTHER
   JURISDICTION IN WHICH SUCH PUBLICATION,  RELEASE OR DISTRIBUTION WOULD  BE
   UNLAWFUL.

    

   FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT  AN
   OFFER OF SECURITIES IN ANY JURISDICTION.

    

   PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

   For immediate release
   14 JULY 2023

                                        

                            Global Ports Holding PLC

                            (“GPH” or the “Company”)

                          Issue of New Ordinary Shares

                     GIH partial debt to equity conversion

   GPH today announces that it has entered into a subscription agreement with
   Global Yatırım Holding A.Ş. ("GIH") dated 13 July 2023 (the  “Subscription
   Agreement”), to issue  5,144,445 new  ordinary shares of  £0.01 each  (the
   “New Ordinary Shares”) in the capital of the Company at 206.5358 pence per
   ordinary share (the  “Issue Price”) to  GIH, in satisfaction  of the  same
   amount of the Company’s debt, owed to GIH under a facility agreement dated
   4 August 2022 (as amended and restated on 8 June 2023) between the Company
   and GIH (the  “Facility Agreement”)  (the “GIH Share  Issuance”). The  GIH
   Share Issuance involves the  release of USD 13,809,469,  out of the  total
   amount owed  by  GPH to  GIH  under the  Facility  Agreement for  the  New
   Ordinary Shares at the Issue Price.

   Details of the GIH Share Issuance

   The Company  and  GIH entered  into  the Facility  Agreement  under  which
   various intercompany balances are outstanding. As originally announced  in
   the trading statement  on 15 May  2023, the total  amount of  subordinated
   loans received by the Company  from GIH as at 31  March 2023 was USD  24.9
   million. The Company and GIH have  agreed that the Company will issue  the
   New Ordinary Shares to GIH, in consideration of GIH releasing the  Company
   from liabilities  under the  Facility Agreement,  equal to  the  aggregate
   subscription price of  the New  Ordinary Shares. Following  the GIH  Share
   Issuance, the  outstanding amount  under the  Facility Agreement  will  be
   approximately USD 11.1 million.

   The total number of New Ordinary Shares is approximately 8.2 per cent.  of
   the current issued share  capital of the Company.  The total issued  share
   capital of the Company following the GIH Share Issuance will be 68,038,008
   ordinary shares of £0.01 each (inclusive of an additional 66,600 shares to
   be issued under the Company’s long term incentive plan (“LTIP”)). The  New
   Ordinary Shares will represent 7.6 per cent. of the enlarged issued  share
   capital following completion of  the GIH Share  Issuance and admission  of
   the LTIP shares. Following the GIH  Share Issuance, GIH will own 65.9  per
   cent. of the  enlarged issued share  capital of the  Company and 58.7  per
   cent. of the  fully diluted  share capital  of the  Company (“FDSC”)  (see
   ‘Warrant Adjustment’ paragraph below).

   The Issue Price was fixed based on the volume-weighted average share price
   over the  four-day  period  following the  Company’s  preliminary  results
   announcement on 10 July 2023.

   The New Ordinary Shares will be  issued under the Company’s current  share
   issuance authorities and will be fully  paid-up in cash by the release  of
   the liabilities and will rank pari  passu in all respects with each  other
   and with the existing ordinary  shares of the Company, including,  without
   limitation, the right  to receive  all dividends  and other  distributions
   declared, made or paid after the date of issue.

   Applications will be made for the New Ordinary Shares and the LTIP  shares
   to be admitted to the standard listing segment of the Official List of the
   Financial Conduct Authority (the “FCA”) and to trading on the main  market
   for listed securities of the London Stock Exchange plc (the “London  Stock
   Exchange”). It  is expected  that  admission of  the New  Ordinary  Shares
   (“Admission”) will take place at or  around 8.00 a.m. (London time) on  or
   around 20  July 2023  (or  such later  date or  time  as the  Company  may
   decide).  The  GIH  Share  Issuance  is  subject  to  the  terms  of   the
   Subscription  Agreement,  and  conditional  upon,  inter  alia,  Admission
   becoming effective and the Subscription Agreement not being terminated  in
   accordance with its terms.

   Following Admission,  the  Company’s  issued  share  capital  admitted  to
   trading will consist of 67,971,408 ordinary shares of GBP 0.01 each (which
   will increase upon  admission of  the LTIP shares  to 68,038,008  ordinary
   shares of GBP 0.01 each) following Admission will therefore be  67,971,408
   and this figure may be used by shareholders (and others with  notification
   obligations) as the denominator  for the calculations  by which they  will
   determine whether they  are required  to notify  their interest  in, or  a
   change to their interest in, GPH  under the FCA’s Disclosure Guidance  and
   Transparency Rules.

   Use of  the facilities  obtained under  the Facility  Agreement (the  “GIH
   Facility”)

   The GIH Facility was used to fund various capital investments the  Company
   undertook. GPH entered into a 30-year Public-Private Partnership Agreement
   with the  Puerto  Rico Port  Authority  in August  2022.  As part  of  the
   transaction, a significant investment was  required to repair and  upgrade
   the  existing  cruise   port  infrastructure   (the  "Initial   Investment
   Projects").   Expenses  relating  to  the  Initial  Investment   Projects,
   including specifically  those for  designers, permit  advisors,  technical
   studies and  financing  preparation, were  funded  by GPH  using  the  GIH
   Facility. The majority of these  Project Expenses were incurred since  the
   start of 2023.

   Other  smaller  projects  requiring   funding  for  startup  and   project
   development have also been funded by GIH Facility. These include:

     • Prince Rupert startup expenses, such as office, signage, OPEX  support
       prior to season start, miscellaneous smaller investments etc.
     • St. Lucia business development expenses, including project development
       and negotiation of concession agreement and financing etc.
     • Las Palmas  & Tarragona  capital  expenditure towards  the  commitment
       under the respective Concession Agreements.
     • Antigua capital  expenditure projects  for Heritage  mall  renovation,
       project development, and design expenses for upland development.

   The directors of the Company are therefore satisfied that the GIH Facility
   was used to  fund capital investments  of the nature  contemplated by  the
   Statement of Principles  of Disapplying Pre-Emption  Rights most  recently
   published by the Pre-Emption Group. Therefore, the full authority to allot
   shares non pre-emptively granted  to the directors by  the members of  the
   Company at the 2022 Annual General  Meeting of the Company applies to  the
   GIH Share Issuance.

   Reasons for the GIH Share Issuance

   GPH continues to pursue its strategic  plans in the face of a  challenging
   economic landscape,  and the  Company is  making strong  progress  towards
   this. However, this strategic transformation needs to be underpinned by  a
   strong and stable balance sheet. As  a result, the Company has decided  to
   complete the GIH Share Issuance to deliver that strengthened position,  by
   reducing the Company’s  debt position.  The GIH Share  Issuance will  also
   have a commensurate financing cost saving for the GPH group going forward.

   Related party transaction

   Given that GIH is the majority  shareholder of the Company, the GIH  Share
   Issuance constitutes a  related party  transaction under Rule  7.3 of  the
   Disclosure Guidance and  Transparency Rules ("DTR")  and, pursuant to  DTR
   7.3.8, no director of the Company who  is also a director or associate  of
   GIH took part  in the consideration  by the Company’s  board of  directors
   (the “Board”) of the  terms of the  GIH Share Issuance,  nor voted on  the
   relevant board resolutions approving the GIH Share Issuance.

   The Board’s unanimous view is that the  GIH Share Issuance is in the  best
   interests of shareholders, as  well as wider  stakeholders in the  Company
   and the non-conflicted directors, being Jérôme Bernard Jean Auguste  Bayle
   and Ercan Nuri  Ergül, have both  considered that the  GIH Share  Issuance
   promotes the success of the  Company and is in  the best interests of  the
   Company and its shareholders  as a whole and  therefore have approved  the
   GIH Share Issuance.

   Warrant Adjustment

   The GIH Share Issuance constitutes an ‘Adjustment Event’ for the  purposes
   of the warrant instrument dated 14 May 2021 entered into by the Company as
   part of a five-year, senior-secured loan arrangement with investment funds
   managed  by   global   investment   firm  Sixth   Street   Partners,   LLC
   (collectively, the ‘Investor’),  pursuant to which  the Company agreed  to
   issue warrants to the Investor carrying the right to subscribe for  shares
   in the Company representing 11.0% of the FDSC. Accordingly, the Investor’s
   aggregate warrant holdings under the  Warrant Instrument will continue  to
   entitle the Investor to receive ordinary shares representing 11.0% of  the
   FDSC.

   Inside information

   This announcement  contains inside  information for  the purposes  of  the
   Market Abuse Regulation (Regulation (EU) No 596/2014), as it forms part of
   retained EU law  in the  United Kingdom by  virtue of  the European  Union
   (Withdrawal) Act  2018  ("UK  MAR").  The directors  of  the  Company  are
   satisfied that any information  which constitutes inside information  with
   respect to the  shares of  the Company has  either been  published in  the
   preliminary results  announcement on  10  July 2023  or  set out  in  this
   announcement.

   The person responsible for releasing this announcement is Alison Chilcott,
   Company Secretary

   For further information:

   Global Ports Holding PLC Tel: 020 3911 2315

   Mehmet Kutman, Chief Executive Officer

   Jan Fomferra, Chief Financial Officer

   Martin Brown, Investor Relations Director

   Ece Gürsoy, Chief Legal Officer

   Website:  1 www.globalportsholding.com/investors/

   Background note

   GPH is  the  world’s largest  cruise  port operator  with  an  established
   presence in the Caribbean, Mediterranean, Asia-Pacific regions,  including
   extensive commercial port operations in Montenegro. GPH was established in
   2004 as  an  international  port  operator  and  is  the  world’s  largest
   independent  cruise  port  operator.  GPH  together  with  its   affiliate
   companies (the  “Group”)  hold  a  unique  position  in  the  cruise  port
   landscape, and positioned as the  world’s leading cruise port brand,  with
   an integrated  network of  cruise ports  serving cruise  liners,  ferries,
   yachts and mega-yachts. GPH operates 27  cruise ports in 14 countries  and
   continues to  grow steadily,  and  provides services  to over  15  million
   passengers reaching a market share  of 29% in the Mediterranean  annually.
   The Group  also  has a  commercial  port operation  which  specialises  in
   container and general cargo handling. Prior to the GIH Share Issuance, GPH
   was 63.2% owned directly or through Global Ports Holding B.V., which is  a
   wholly owned subsidiary of GIH - listed on Borsa Istanbul (BIST) under the
   ticker "GLYHO".

    

   This announcement  should be  read  in its  entirety. In  particular,  you
   should read  and understand  the information  provided in  the  "Important
   Notices" section of this Announcement.

                               IMPORTANT NOTICES

   This announcement (the "Announcement") and the information contained in it
   is not for publication, release, transmission distribution or  forwarding,
   in whole or in part, directly or indirectly, in or into the United States,
   Australia, Canada,  Japan or  South Africa  or any  other jurisdiction  in
   which  publication,  release  or  distribution  would  be  unlawful.  This
   Announcement is for information purposes  only and does not constitute  an
   offer to sell or issue, or the solicitation of an offer to buy, acquire or
   subscribe for shares in the capital  of the Company in the United  States,
   Australia,  Canada,  Japan  or  South   Africa  or  any  other  state   or
   jurisdiction. This Announcement has not been approved by the London  Stock
   Exchange. Any failure to comply  with these restrictions may constitute  a
   violation of the securities laws of such jurisdictions.

   The New Ordinary Shares have not been and will not be registered under the
   U.S. Securities Act of 1933, as amended (the "Securities Act") or with any
   securities regulatory authority of any state or other jurisdiction of  the
   United States and may not be offered, sold, pledged, taken up,  exercised,
   resold, renounced, transferred or delivered, directly or indirectly, in or
   into the  United  States absent  registration  under the  Securities  Act,
   except pursuant to an exemption from, or in a transaction not subject  to,
   the registration requirements of the Securities Act and in compliance with
   any applicable securities laws of any  state or other jurisdiction of  the
   United States. The New Ordinary Shares have not been approved, disapproved
   or recommended by the U.S.  Securities and Exchange Commission, any  state
   securities commission in the  United States or  any other U.S.  regulatory
   authority, nor  have  any of  the  foregoing authorities  passed  upon  or
   endorsed the merits of the offering of the New Ordinary Shares. Subject to
   certain exceptions, the securities referred  to herein may not be  offered
   or sold in the  United States, Australia, Canada,  Japan, South Africa  or
   to, or for the account or benefit of, any national, resident or citizen of
   the United States, Australia, Canada, Japan, the Republic of South Africa.

   No public offering of the New Ordinary Shares is being made in the  United
   States, United Kingdom or elsewhere. All offers of the New Ordinary Shares
   will be made pursuant to an exemption under the Prospectus Regulation (EU)
   2017/1129 as amended from time to time (the "EU Prospectus Regulation") or
   the Prospectus Regulation (EU) 2017/1129 as  it forms part of UK  domestic
   law by virtue of the European Union (Withdrawal) Act 2018, as amended from
   time to time,  (the "UK  Prospectus Regulation") from  the requirement  to
   produce a prospectus. This Announcement is being distributed to persons in
   the United Kingdom  only in circumstances  in which section  21(1) of  the
   Financial Services and  Markets Act  2000, as  amended from  time to  time
   ("FSMA") does not apply.

   No prospectus  will  be made  available  in connection  with  the  matters
   contained in  this Announcement  and no  such prospectus  is required  (in
   accordance with  the  UK  Prospectus Regulation)  to  be  published.  This
   Announcement  and  the  terms  and  conditions  set  out  herein  are  for
   information purposes only and are directed  only at: (a) in Member  States
   of the European Economic Area persons who are "qualified investors" within
   the meaning of article  2(e) of the  EU Prospectus Regulation  ("Qualified
   Investors"); and (b)  in the  United Kingdom, persons  who are  "qualified
   investors" (within  the  meaning of  article  2(e) of  the  UK  Prospectus
   Regulation) who (i)  have professional experience  in matters relating  to
   investments falling 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"); (ii) are persons  falling
   within article 49(2)(a) to (d) ("high net worth companies,  unincorporated
   associations, etc.") of  the Order; or  (iii) are persons  to whom it  may
   otherwise be  lawfully  communicated;  (all such  persons  together  being
   referred to as "relevant  persons"). This Announcement  and the terms  and
   conditions set out herein must not be acted on or relied on by persons who
   are  not  relevant  persons,  if  in  the  United  Kingdom,  or  Qualified
   Investors, if in  a Member State  of the European  Economic Area.  Persons
   distributing this Announcement must satisfy  themselves that it is  lawful
   to do so. Any investment or investment activity to which this Announcement
   and the terms and conditions set  out herein relates is available only  to
   relevant persons and will be engaged in only with relevant persons.

   This Announcement has been issued by,  and is the sole responsibility  of,
   the Company. No representation or warranty, express or implied, is or will
   be made as to, or in relation to, and no responsibility or liability is or
   will be accepted  by the Company,  or by  any of its  or their  respective
   affiliates or agents as to or in relation to, the accuracy or completeness
   of this  Announcement  or  any  other written  or  oral  information  made
   available to  or  publicly  available  to  any  interested  party  or  its
   advisers, and any liability therefore is expressly disclaimed.

   The distribution  of this  Announcement  and/or the  offering of  the  New
   Ordinary Shares  in certain  jurisdictions may  be restricted  by law.  No
   action has  been taken  by the  Company or  any of  their affiliates  that
   would, or which  is intended to,  permit an offering  of the New  Ordinary
   Shares in any jurisdiction or result in the possession or distribution  of
   this Announcement or any other offering or publicity material relating  to
   New Ordinary Shares in any jurisdiction  where action for that purpose  is
   required.

   Persons distributing any part of this Announcement must satisfy themselves
   that it  is  lawful to  do  so. Persons  (including,  without  limitation,
   nominees and trustees) who have a contractual or other legal obligation to
   forward a copy of this Announcement should seek appropriate advice  before
   taking any such  action. Persons into  whose possession this  Announcement
   comes are  required by  the Company  to inform  themselves about,  and  to
   observe, such restrictions.

   This  Announcement  contains  (or  may  contain)  certain  forward-looking
   statements with respect to certain  of the Company's current  expectations
   and projections about future events. These statements, which sometimes use
   words  such   as  "aim",   "anticipate",  "believe",   "intend",   "plan",
   "estimate", "expect" and words of similar meaning, reflect the  directors'
   beliefs and expectations and involve a number of risks, uncertainties  and
   assumptions which  may  occur in  the  future, are  beyond  the  Company's
   control  and  could  cause  actual  results  and  performance  to   differ
   materially from any  expected future results  or performance expressed  or
   implied by  the forward-looking  statement. Statements  contained in  this
   Announcement regarding past trends or activities should not be taken as  a
   representation that such trends or activities will continue in the future.
   The information  contained  in  this Announcement  is  subject  to  change
   without notice and, except as required by applicable law, the Company does
   not assume any responsibility or  obligation to update publicly or  review
   any of the forward-looking statements contained in it, nor do they  intend
   to. You should  not place  undue reliance  on forward-looking  statements,
   which speak only as of the date of this Announcement. No statement in this
   Announcement is or is intended to be a profit forecast or profit  estimate
   or to imply that  the earnings of  the Company for  the current or  future
   financial years  will  necessarily  match  or  exceed  the  historical  or
   published  earnings  of  the  Company.   As  a  result  of  these   risks,
   uncertainties and  assumptions,  the  recipient  should  not  place  undue
   reliance on these  forward-looking statements  as a  prediction of  actual
   results or otherwise. 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 New Ordinary Shares.

   The information in this Announcement  may not be forwarded or  distributed
   to any other person  and may not be  reproduced in any manner  whatsoever.
   Any  forwarding,  distribution,   reproduction  or   disclosure  of   this
   information in whole or  in part is unauthorised.  Failure to comply  with
   this directive may  result in  a violation of  the Securities  Act or  the
   applicable laws of other jurisdictions.

   This  Announcement  does  not  constitute  an  invitation  to  underwrite,
   subscribe for or  otherwise acquire or  dispose of any  securities in  any
   jurisdiction. This  Announcement  does  not  constitute  a  recommendation
   concerning any investor's option with  respect to the GIH Share  Issuance.
   Each investor or prospective investor should  conduct his, her or its  own
   investigation, analysis and evaluation of the business and data  described
   in this Announcement  and publicly  available information.  The price  and
   value of securities can go down as  well as up. Past performance is not  a
   guide to future performance.

   The New Ordinary Shares  to be issued pursuant  to the GIH Share  Issuance
   will not be admitted to trading on any stock exchange other than the  main
   market of the London Stock Exchange.

   Neither the content of the Company's website nor any website accessible by
   hyperlinks on the Company's website is incorporated in, or forms part  of,
   this Announcement.

   This Announcement has  not been approved  by the FCA  or the London  Stock
   Exchange.

   This Announcement has  been prepared  for the purposes  of complying  with
   applicable law and regulation  in the United  Kingdom 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  and
   regulations of any jurisdiction outside the United Kingdom.

    

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          GB00BD2ZT390
   Category Code: IOE
   TIDM:          GPH
   LEI Code:      213800BMNG6351VR5X06
   Sequence No.:  257617
   EQS News ID:   1679929


    
   End of Announcement EQS News Service

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