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:
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
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.