REG-Global Ports Holding PLC Response to Possible Offer and Delisting Announcement

Global Ports HoldingAnnouncement

17/06/2024 07:15

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   Global Ports Holding PLC (GPH)
   Response to Possible Offer and Delisting Announcement

   17-Jun-2024 / 07:03 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 ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM  INTENTION
   TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS.
   THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

   THIS ANNOUNCMENT CONTAINS INSIDE INFORMATION

   17 June 2024 

                            Global Ports Holding PLC

             Response to Possible Offer and Delisting Announcement

   Global  Ports  Holding  Plc  (“GPH”  or  “Group”),  the  world’s   largest
   independent cruise port  operator, notes the  announcement released on  14
   June 2024  by  Global Yatırım  Holding  A.Ş (Global  Investments  Holding,
   "GIH") in  accordance with  Rule 2.4  of the  City Code  on Takeovers  and
   Mergers (the "Code").

   An indicative non-binding proposal has been received by the board of  GPH,
   which  will  consider  GIH’s  proposal   with  its  advisers.  A   further
   announcement will be made if and when appropriate. 

   In accordance with Rule  2.6(a) of the  Code, GIH must,  by no later  than
   5.00 p.m. (London time) on 12 July 2024, either announce a firm  intention
   to make an  offer for GPH  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. The deadline  can be extended  with the consent  of the  Takeover
   Panel in accordance with Rule 2.6(c) of the Code.

   As a consequence of GIH’s announcement on 14 June 2024, an "Offer  Period"
   commenced in respect of  the Company in accordance  with the rules of  the
   Code.  The  attention   of  shareholders  is   drawn  to  the   disclosure
   requirements of Rule 8 of the Code, which are summarised below.

   This announcement has been made without the consent of GIH.

                                      ENDS

   Enquiries

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

    

   Berenberg (Joint Financial Adviser to Global Ports Holding PLC)
   Miles Cox, Ciaran Walsh, James Thompson
   Telephone: +44 (0)20 3207 7800
   Shore Capital (Joint Financial Adviser to Global Ports Holding PLC)
   Patrick Castle, Daniel Bush
   Telephone: +44 (0) 207 408 4090

    

   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.

   Disclaimer

   Joh. Berenberg, Gossler &  Co. KG ("Berenberg"),  which is authorised  and
   regulated by the German Federal Financial Supervisory Authority  ("BaFin")
   and is  authorised and  regulated in  the United  Kingdom by  the FCA,  is
   acting as financial adviser exclusively for Global Ports Holding PLC and no
   one else in connection with the  matters set out in this announcement  and
   will not be responsible to anyone other than Global Ports Holding PLC  for
   providing the protections afforded to  clients of Berenberg for  providing
   advice in connection with any matter referred to herein. Neither Berenberg
   nor any  of  its  affiliates  (nor  their  respective  directors,  officers,
   employees or agents) owes or accepts any duty, liability or responsibility
   whatsoever (whether  direct or  indirect, whether  in contract,  in  tort,
   under statute or otherwise) to any person who is not a client of Berenberg
   in connection with this announcement, any statement contained herein,  the
   Acquisition or otherwise.

   Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
   (together or  individually, “Shore  Capital”),  which are  authorised  and
   regulated in the United Kingdom by the FCA, is acting as financial adviser
   exclusively for Global  Ports Holding PLC  and no one  else in  connection
   with the matters referred to in this announcement and will not regard  any
   other person as their client in relation  to such matters and will not  be
   responsible to anyone other  than Global Ports  Holding PLC for  providing
   the protections afforded to  clients of Shore  Capital, nor for  providing
   advice in relation to any matter referred to in this announcement. Neither
   Shore Capital  nor any  of  their affiliates  owes  or accepts  any  duty,
   liability  or  responsibility  whatsoever  (whether  direct  or  indirect,
   whether in contract, in  tort, under statute or  otherwise) to any  person
   who is  not a  client of  Shore  Capital in  connection with  the  matters
   referred to  in  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.

   Rule 2.9 Disclosure

   In accordance with Rule 2.9 of the Code, Global Ports Holding PLC confirms
   that, as of the date of the announcement, it has in issue 76,433,126
   ordinary shares of 1 penny each. Global Ports Holding PLC does not hold
   any ordinary shares in treasury. The International Securities
   Identification Number (“ISIN”) number of the ordinary shares is
   GB00BD2ZT390.

   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  2 www.globalportsholding.com
   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.

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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: RSP - Global Yatırım Holding A.Ş
   TIDM:          GPH
   LEI Code:      213800BMNG6351VR5X06
   Sequence No.:  328191
   EQS News ID:   1926005


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:alisonc@globalportsholding.com
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=e3b0954536729b4282d691cddc7324c1&application_id=1926005&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news


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