REG - Global Yatirim Hldg Global Ports Hldg - Delisting and possible offer for GPH

Global Ports HoldingAnnouncement

14/06/2024 11:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240614:nRSN5364Sa&default-theme=true

RNS Number : 5364S  Global Yatirim Holding AS  14 June 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

 

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)
                                                               Tel: +90 533 152 76 69

 Asli Su Ata

 Citigroup Global Markets Limited (Financial Adviser to GIH)
                                                               Tel: +44 (0) 207 986 4000

 Michael Borch / Kayihan Kopmaz / Sian Evans

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
(http://www.globalportsholding.com) and the Kamuyu Aydınlatma Platformu at
https://www.kap.org.tr/en/ (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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFDBZLFFZQLXBBL