REG - Global Yatirim Hldg Global Ports Hldg - Publication and Posting of Offer Document

Global Ports HoldingAnnouncement

11/07/2024 10:45

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RNS Number : 0537W  Global Yatirim Holding AS  11 July 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

11 July 2024

 

 

DELISTING OF GLOBAL PORTS HOLDING PLC

("GPH" or the "Company")

and

 

UNCONDITIONAL RECOMMENDED CASH OFFER

 

for

 

GPH

 

by

 

GLOBAL YATIRIM HOLDING A.Ş.

("GIH")

(through its wholly-owned subsidiary, Global Ports Holding B.V. ("Bidco"))

 

PUBLICATION AND POSTING OF OFFER DOCUMENT

 

Earlier today, the boards of directors of each of GIH and Bidco announced the
terms of an unconditional recommended cash offer to be made by GIH through
Bidco to acquire the entire issued and to be issued share capital of GPH
(excluding the GPH Shares held by GIH Shareholders) (the "Offer"), in order to
provide a liquidity opportunity for GPH Shareholders in conjunction with the
delisting of GPH. The Offer will be implemented by way of a takeover offer for
the purposes of Part 28 of the Companies Act.

 

GIH and Bidco are pleased to announce that the offer document containing,
amongst other things, the full terms of the Offer and the procedures for
acceptance (the "Offer Document"), has been published and is being made
available today to GPH Shareholders and persons with information rights,
together with (for those GPH Shareholders who hold their GPH Shares in
certificated form) the related Form of Acceptance. Terms used but not defined
in this announcement have the same meaning given to them in the Offer
Document.

 

Expected Timetable of Principal Events

 

The following indicative timetable is based on GPH's and Bidco's current
expectations and is subject to change. If any of the dates and/or times in
this expected timetable change, the revised dates and/or times will be
notified to GPH Shareholders by announcement through the Regulatory
Information Service of the London Stock Exchange, with such announcement being
made available on GPH's website at
https://www.globalportsholding.com/investors/
(https://www.globalportsholding.com/investors/) .

 

 Event                                                                            Time and/or date((1))
 Announcement of the Offer                                                        11 July 2024
 Publication and posting of the Offer Document and the Form of Acceptance         11 July 2024
 Day 21                                                                           1.00 p.m. (London time) on 1 August 2024
 Last date of trading in the GPH Shares                                           8 August 2024
 Last time and date by which the Offer can be accepted                            1.00 p.m. (London time) on 9 August 2024((2))
 Cancellation of listing of GPH Shares                                            9 August 2024
 Latest date for the settlement of Consideration to GPH Shareholders who          15 August 2024
 accepted the Offer on or prior to 1.00 p.m. on 1 August 2024 (being the 21(st)
 day following the date on which the Offer Document was published)
 Latest date for the settlement of Consideration to GPH Shareholders who accept   14 calendar days of such receipt
 the Offer between after 1.00 p.m. (London time) on 1 August 2024 and on or
 prior to 1.00 p.m. on 9 August 2024

 

Notes:

(1)            Participants in the GPH Share Plan will be contacted
separately regarding the effect of the Offer on their rights under this plan.

(2)            GIH and/or Bidco reserve the right (but shall not be
obliged, other than as may be required by the Panel) at any time or from time
to time to extend or revise the Offer after such time (with the consent of the
Panel, where required).

Action to be taken by GPH Shareholders

The Offer Document (including any documents incorporated into it by reference)
should be read as a whole and in conjunction with the accompanying Form of
Acceptance. Your attention is drawn to the letter from the GPH Independent
Director in Part II (Letter from the GPH Independent Director) of the Offer
Document, which contains the recommendation of the GPH Independent Director
that you accept the Offer.

To accept the Offer in respect of certificated GPH Shares, the Form of
Acceptance should be completed, signed and returned with the relevant share
certificates (to the extent readily available) as soon as possible and, in any
event, so as to be received by the Receiving Agent at Equiniti, Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United
Kingdom, by not later than 1.00 p.m. on 9 August 2024.

To accept the offer in respect of uncertificated GPH Shares, acceptances
should be made electronically through CREST so that the TTE instruction
settles not later than 1.00 p.m. on 9 August 2024. If you hold your GPH Shares
as a CREST Sponsored Member, you should refer acceptance of the Offer to your
CREST Sponsor as only your CREST Sponsor shall be able to send the necessary
TTE instruction to Euroclear.

The procedure for acceptance of the Offer is set out in paragraph 12 of Part I
(Letter from the GIH Board) of the Offer Document, Part B, C and Part D of
Part III (Further terms of the Offer) of the Offer Document and, in respect of
certificated GPH Shares, is further described in the Form of Acceptance.

Enquiries:

 

 GIH                                                          Tel: +90 (212) 244 60 00
 Asli Su Ata, Director of Investor Relations
 Citi (Financial Adviser to GIH)                              Tel: +44 (0) 207 986 4000
 Sian Evans
 Kayihan Kopmaz
 GPH                                                          Tel: +44 (0) 7752 169 354
 Alison Chilcott, Company Secretary
 Martin Brown
 Berenberg (Financial Adviser and Rule 3 Adviser to GPH)      Tel: +44 (0)20 3207 7800
 Miles Cox
 Ciaran Walsh
 James Thompson
 Shore Capital (Financial Adviser and Rule 3 Adviser to GPH)  Tel: +44 (0) 207 408 4090
 Patrick Castle
 Daniel Bush
 Harry Davies-Ball

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of an offer, invitation or the solicitation
of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall
there be any sale, issuance or transfer of securities in GPH in any
jurisdiction in contravention of applicable law. The Offer will be made solely
pursuant to the terms of the Offer Document (or, in the event that the Offer
is implemented by way of a Scheme, the Scheme Document) which contains the
full terms and conditions of the Offer, including details of how to accept the
Offer. Any decision in respect of, or other response to, the Offer, should be
made only on the basis of information contained in the Offer Document (or, in
the event that the Offer is implemented by way of a Scheme, the Scheme
Document).

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA if you
are resident in the UK or, if not, from another appropriately authorised
independent financial adviser.

Disclaimers

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the UK by the FCA and the PRA, is acting exclusively for GIH and
Bidco and for no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than GIH and Bidco
for providing the protections afforded to clients of Citi nor for providing
advice in connection with 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, in 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.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the PRA and regulated in the UK by the FCA and the PRA, is
acting exclusively as financing adviser to GIH and no one else in connection
with the Notes and none of Morgan Stanley, or its affiliates or any of their
respective directors, officers, employees and agents will be responsible to
anyone other than GIH for providing the protections afforded to clients of
Morgan Stanley nor for providing advice in connection with the Notes, the
Offer or any matter referred to herein.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority and is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser exclusively for GPH and no one else in connection with the
matters set out in this announcement save that Berenberg is not providing
advice in connection with the Delisting) and will not be responsible to anyone
other than GPH 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 partners
(persönlich haftende Gesellschafter) 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 Offer 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, are acting as financial adviser
exclusively for GPH and no one else in connection with the matters referred to
in this announcement (save that Shore Capital is not providing advice in
connection with the Delisting) and will not regard any other person as their
client in relation to such matters and will not be responsible to anyone other
than GPH 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.

Overseas Jurisdictions

The availability of the Offer and the release, publication or distribution of
this announcement in jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the UK should inform themselves about, and observe, any applicable
restrictions or requirements (including the payment of any issue, transfer or
other taxes due in such jurisdiction). In particular, the ability of persons
who are not resident in the UK to accept the Offer, or to execute and deliver
a Form of Acceptance, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by law, the companies
and persons involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. This announcement has been
prepared for the purposes of complying with English law and the Code 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
of jurisdictions outside of England.

Copies of this announcement and any formal documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
(or any jurisdiction where to do so would violate the laws of that
jurisdiction) and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported acceptance in respect of the Offer. The availability of
the Offer to GPH Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are
resident. Unless otherwise permitted by applicable law and regulation, the
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities. GPH Shareholders who are in any doubt regarding such matters
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

The Offer will be subject to English law, and the applicable requirements of
the Code, the Panel, the FCA, the London Stock Exchange and the Registrar of
Companies.

Further details in relation to overseas shareholders is included in the Offer
Document.

Additional information for US investors

The Offer is being made to acquire the securities of an English company by
means of an Offer under English law. The Offer shall be made in compliance
with all applicable laws and regulations of the United Kingdom and the US,
including Section 14(e) of, and Regulation 14E under, the US Exchange Act, and
any applicable exemptions thereunder.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, GIH, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in GPH outside of the Offer before or during
the period that the Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would occur outside the US,
either in the open market at prevailing prices or in private transactions at
negotiated prices, and comply with applicable law, including the US Exchange
Act. Any such purchases or arrangements to purchase will not be made at prices
higher than the price of the Offer provided in the Offer Document unless the
price of the Offer is increased accordingly. Any information about such
purchases or arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at http://www.londonstockexchange.com
(http://www.londonstockexchange.com) . To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be
publicly disclosed in the United States.

If GIH and/or Bidco were to elect to implement the Offer by means of a scheme
of arrangement under the laws of England and Wales, such Scheme would not be
subject to the tender offer or proxy solicitation rules under the US Exchange
Act. Accordingly, the Scheme would be subject to disclosure requirements and
practices applicable in the UK to schemes of arrangement, which are different
from the disclosure requirements of the US tender offer and proxy solicitation
rules.

Certain financial information included in the Offer Document has been prepared
in accordance with International Financial Reporting Standards and other
financial reporting standards and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
US.

Neither the Offer nor this announcement have been approved or disapproved by
the SEC, any state securities commission in the United States or any other
U.S. regulatory authority, nor have such authorities approved or disapproved
or passed judgement upon the fairness or the merits of the Offer, or
determined if the information contained in this announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.

The receipt of cash pursuant to the Offer by a US GPH Shareholder as
Consideration for the transfer of its GPH Shares pursuant to the Offer will
likely be a taxable transaction for United States federal income tax purposes
and under applicable United States state and local, as well as foreign and
other, tax laws. GPH Shareholders are urged to consult their independent
professional advisers immediately regarding the tax consequences of the Offer
applicable to them.

It may be difficult for US GPH Shareholders to enforce their rights and claims
arising out of US federal securities laws, since GIH, Bidco and GPH are
located in countries other than the US, and some or all of their officers and
directors may be residents of countries other than the US. US GPH Shareholders
may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction and judgement.

Forward-Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by GIH, Bidco and/or GPH may contain certain forward-looking
statements with respect to the financial condition, results of operations and
business of GPH and certain plans and objectives of GIH and/or Bidco.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by GIH, Bidco and/or GPH in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate, and therefore
are subject to risks and uncertainties which could cause actual results to
differ materially from those expressed or implied by those forward-looking
statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on GIH, Bidco and
GPH, strategic options, the expected timing and scope of the Offer and all
other statements in this announcement other than historical facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Forward-looking statements may include, without
limitation, statements in relation to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
financing, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) the cancellation of the listing of GPH, business and
management strategies and the expansion and growth of GIH, Bidco, the GIH
Group, the GPH Group and/or the GPH Group's operations and potential synergies
resulting from the Offer; and (iii) the effects of global economic conditions
and governmental regulations on GIH, Bidco, the GIH Group and/or GPH's
business.

Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, neither GIH nor Bidco, nor GPH, nor
any of their representatives, associates or directors, officers or advisers
provides any assurance that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. None of GPH, GIH nor Bidco assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the tenth (10(th)) Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 p.m. (London time) on the tenth (10(th)) 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
per cent. 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 p.m. (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 Panel's website at
www.thetakeoverpanelorg.uk (http://www.thetakeoverpanelorg.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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by GPH Shareholders, persons with information rights and other
relevant persons for the receipt of communications from GPH may be provided to
GIH and Bidco during the Offer Period as requested under Section 4 of Appendix
4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement shall be
made available subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on GPH's website at
https://www.globalportsholding.com/investors/
(https://www.globalportsholding.com/investors/) by no later than 12 noon
(London time) on the Business Day following publication of this announcement.
For the avoidance of doubt, neither the contents of this website nor the
contents of any website accessible from any hyperlinks are incorporated into
nor form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, GPH Shareholders, persons with
information rights and participants in the GPH Share Plan may request a hard
copy of this announcement (and any information incorporated by reference in
this announcement) by contacting GPH's registrars, Equiniti Limited, between
8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England
& Wales) on +44 371 384 2050 or by submitting a request in writing to the
Receiving Agent at Equiniti, Corporate Actions, Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA, United Kingdom. For persons who receive a copy
of this announcement in electronic form or via a website notification, a hard
copy of this announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Offer should be in hard copy form.

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