REG-Global Ports Holding PLC Notice of Intention to Delist From the London Stock Exchange

Global Ports HoldingAnnouncement

11/07/2024 07:15

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   Global Ports Holding PLC (GPH)
   Notice of Intention to Delist From the London Stock Exchange

   11-Jul-2024 / 07:00 GMT/BST

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   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 SUCH JURISDICTION.

   THIS ANNOUNCMENT CONTAINS INSIDE INFORMATION

    

   11 July 2024 

                            Global Ports Holding PLC

          NOTICE OF INTENTION TO DELIST FROM THE LONDON STOCK EXCHANGE

   Global Ports Holding Plc (the “Company”), the world’s largest  independent
   cruise port  operator, refers  to its  shares (ISIN:  GB00BD2ZT390)   (the
   “Shares”) which are  admitted to listing  on the standard  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 (the “LSE”).

   The Company  hereby gives  notice that,  having extensively  reviewed  and
   evaluated the advantages  and disadvantages of  the Company retaining  its
   listing on the standard  segment of the  Official List of  the FCA and  to
   trading on the main market for listed securities of the LSE, the  eligible
   directors of the Company, being   Ayşegül Bensel, Ercan Ergül, and  Jérôme
   Bayle (the “Eligible Directors”)  have resolved to  request that: (i)  the
   FCA cancel the listing  of the Company’s Shares   on the standard  listing
   segment of the  Official List  of the  FCA; and  (ii) the  LSE cancel  the
   admission to trading of the Company’s Shares on the main market for listed
   securities of the LSE (together the “Delisting”).

   The Company also notes the recommended unconditional offer by Global Ports
   Holding B.V.  (“Bidco”) (the  wholly-owned  subsidiary of  Global  Yatırım
   Holding A.Ş (“GIH”)) for the entire issued and to be issued share  capital
   of the Company (excluding any Shares in the Company already held by  Bidco
   or GIH) announced by GIH on the date hereof (the “Offer”). The Offer  will
   provide a cash exit  opportunity for shareholders in  the Company who  may
   not wish to remain  shareholders in the  Company following Delisting.  The
   Offer is to be made for a price of US $4.02 per Share and is unconditional
   and the Offer will  remain open from  today, 9 July  2024 until 1.00  p.m.
   (British Summer Time) on 9 August 2024.

   In accordance with Listing Rule 5.2.8R, the Company is required to give at
   least 20 business days’ notice of the intended Delisting. Accordingly,  it
   is intended  that  the Delisting  will  become effective  from  8:00  a.m.
   (British Summer Time) 9 August 2024, such that the last date of trading of
   its Shares on the LSE will be 8 August 2024.

   As the Company is listed on the standard segment of the Official List,  no
   shareholder approval is required for the Delisting. 

   Reasons for the Delisting

   The Eligible Directors have considered the advantages and disadvantages of
   delisting on  a number  of occasions  over the  past few  years, and  have
   extensively reviewed and evaluated the benefits and the drawbacks for  the
   Company in respect  of the  Delisting. The Eligible  Directors have  taken
   into account numerous factors, both positive and negative, and  considered
   the interests of all  shareholders of the Company,  including the view  of
   GIH as the majority shareholder and the views of other shareholders of the
   Company.

   In particular, the Eligible Directors have considered the following:

     • The Company’s  ability to  raise equity  financing or  other forms  of
       flexible long-term funding to  enable it to  develop, grow and  expand
       its business.  The  Eligible  Directors consider  that  the  Company's
       ability to  raise  such  forms  of  funding  on  favourable  and  cost
       effective terms  is hindered  by both  the low  trading liquidity  and
       market capitalisation of the  Company. The Eligible Directors  believe
       that delisting would enable the Company to better execute its strategy
       of  continuing  to  expand  and  develop  its  cruise  port  portfolio
       globally.  

    

     • The disclosure requirements (specifically the requirement to  announce
       new business development initiatives and periodical detailed financial
       information) have  a  significant  negative impact  on  the  Company’s
       competitive  position.  This  is  due  to  the  unduly  early   public
       disclosure of  new initiatives  as well  as the  public disclosure  of
       detailed  trading  and  profitability  information  which   negatively
       impacts the Company’s leverage in  pricing negotiation in relation  to
       new business development initiatives and opportunities.

    

     • Public  ownership  requires  the  Company's  management  to  focus  on
       short-term targets  while  discouraging  the  execution  of  long-term
       expansion strategies.

    

     • The legal, regulatory, and administrative burden to the Company of
       remaining listed, especially the costs associated with advisers' fees
       and management time that can otherwise be focused elsewhere, is
       disproportionate to the benefits derived by the Company.

    

   Accordingly, and following careful  consideration, the Eligible  Directors
   have concluded that the Delisting is in the best interests of the  Company
   and most likely to promote the success  of the Company for the benefit  of
   its shareholders  as  a  whole.  The  Eligible  Directors  have  therefore
   resolved to effect the Delisting. 

   Implications of Delisting

   The Company notes that, following  Delisting, shareholders in the  Company
   who do not accept the Offer would own shares in a company not admitted  to
   trading, with reduced  liquidity and  no readily  available market  price,
   with a majority  shareholder able to  exercise significant influence.  The
   Delisting will make it more  difficult to buy and  sell the shares in  the
   Company and,  as such,  the  value of  the Shares  may  be affected  as  a
   consequence. As majority shareholders, GIH  and Bidco will continue to  be
   in a position to determine, for  example, the composition of the board  of
   directors of the Company and management team, the overall strategy of  the
   Company’s group, and the dividend policy or cessation of any dividends.

   There  may  also  be  taxation   or  other  commercial  consequences   for
   shareholders who  continue to  hold Shares  in the  Company following  the
   Delisting. Shareholders  who are  in any  doubt about  their tax  position
   should consult their own professional independent tax adviser.

    

   Following the Delisting,  the Company  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 LSE.  As such,  shareholders will  no longer  be
   afforded the protections given  by the rules  and regulations relating  to
   admission to the Official List (“Listing Rules”) and published by the  FCA
   under the Financial Services  and Markets Act 2000  (“FSMA”), such as  the
   requirement to  be notified  of certain  material developments  or  events
   (including substantial transactions, financing transactions, related party
   transactions, and  certain acquisitions  and disposals)  and the  separate
   requirements to  seek shareholder  approval  for certain  other  corporate
   events such as reverse takeovers  or fundamental changes in the  Company’s
   business. In addition, the Company will no longer be required to  disclose
   publicly any  change  in major  shareholdings  in the  Company  under  the
   Listing Rules or  the disclosure guidance,  transparency rules,  corporate
   governance rules and the rules  relating to primary information  providers
   published by the FCA  under the FSMA,  and the Company  will no longer  be
   subject to the EU Market Abuse  Regulation (596/2014), as retained by  the
   European Union (Withdrawal)  Act 2018, regulating  inside information  and
   other matters.

    

   Following the  Delisting, the  City  Code on  Takeovers and  Mergers  (the
   “Code”) (as currently in force) would  no longer apply to the Company,  as
   it does not have its place of central management and control in the United
   Kingdom, Channel Islands or Isle of Man.

    

   The Code  operates principally  to ensure  that shareholders  are  treated
   fairly and are  not denied an  opportunity to  decide on the  merits of  a
   takeover, and that shareholders of the same class are afforded  equivalent
   treatment by  an offeror.  The  Code also  provides an  orderly  framework
   within which  takeovers are  conducted.  In addition,  it is  designed  to
   promote, in conjunction  with other regulatory  regimes, the integrity  of
   the financial markets.

   Whilst the Panel on Takeovers and  Mergers (the “Panel”) is consulting  on
   certain changes  to  the application  of  the rules  for  formerly  listed
   companies, as a  result of  the Code no  longer applying  to the  Company,
   shareholders should note  that the following  protections afforded by  the
   Code will no longer apply:

   Equality of treatment

   General Principle 1 of the Code states that all holders of the same  class
   of the  securities  of  a company  to  which  the Code  applies  (a  “Code
   Company”) must be afforded equivalent treatment. Furthermore, Rule 16.1 of
   the Code requires  that, except  with the  consent of  the Panel,  special
   arrangements may not be made with  certain shareholders in a Code  Company
   if there are favourable conditions  attached which are not being  extended
   to all shareholders.

   Information to shareholders

   General Principle 2 requires that the holders of the securities of a  Code
   Company must have sufficient time and information to enable them to  reach
   a properly informed decision on  a takeover bid. Consequently, a  document
   setting out full details of  an offer must be  sent to the Code  Company’s
   shareholders.

   The opinion of the offeree board and independent advice

   The board of a Code Company is required by Rule 3.1 of the Code to  obtain
   competent independent advice as to whether the financial terms of an offer
   are fair and  reasonable and  the substance of  such advice  must be  made
   known to shareholders. Rule 25.2 requires the board of the Code Company to
   send to shareholders and  persons with information  rights its opinion  on
   the offer and  its reasons  for forming  that opinion.  That opinion  must
   include the board’s  views on: (i)  the effects of  implementation of  the
   offer on  all  the  Code  Company’s  interests,  including,  specifically,
   employment; and (ii) the  offeror’s strategic plans  for the Code  Company
   and their likely repercussions on employment and the locations of the Code
   Company’s places of business.

   The document sent to shareholders must  also deal with other matters  such
   as interests and recent dealings in the securities of the offeror and  the
   offeree company  by relevant  parties  and whether  the directors  of  the
   offeree company intend to accept or  reject the offer in respect of  their
   own beneficial shareholdings.

   Rule 20.1 states  that, except in  certain circumstances, information  and
   opinions relating to an offer or a party to an offer must be made  equally
   available to all  Code Company shareholders  and persons with  information
   rights as nearly as possible at the same time and in the same manner.

    

                                      ENDS

   Enquiries

   Company Secretary
   Alison Chilcott
   Telephone: +44 (0) 7752 169 354
   Email:  1 alisonc@globalportsholding.com
    

   Inside information

   The information contained  within this  announcement is  deemed by  Global
   Ports Holding PLC to constitute inside information as stipulated under the
   Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK  domestic
   law by  virtue  of the  European  Union  (Withdrawal) Act  2018).  On  the
   publication of  this announcement  via a  Regulatory Information  Service,
   such information is now considered to be in the public domain.

   For the purposes  of MAR,  this announcement is  being made  on behalf  of
   Global Ports Holdings PLC by Alison Chilcott, Company Secretary.

   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.

   Publication on a website

   A copy of this announcement will be made available, subject to certain
   restrictions relating to persons resident in restricted jurisdictions, on
   the Global Ports Holdings PLC’s website at
   https://www.globalportsholding.com/investors/possible-offer-detail/#
   promptly and in any event by no later than 12 noon (British Summer Time)
   on 12 July 2024. The content of the website referred to in this
   announcement is not incorporated into and does not form part of this
   announcement.

    

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          GB00BD2ZT390
   Category Code: MSCH
   TIDM:          GPH
   LEI Code:      213800BMNG6351VR5X06
   Sequence No.:  333364
   EQS News ID:   1943857


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:alisonc@globalportsholding.com


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