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.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
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"))
Summary
·
Following the announcement by GIH on 14 June 2024 that it
intended to seek delisting of the Company, the Eligible GPH
Directors have for the reasons set out in the Delisting
Announcement concluded, after careful consideration, that the
delisting is most likely to promote the success of the Company in
the interests of its shareholders as a whole.
· GPH
has therefore made a separate announcement today (the "Delisting Announcement") that it is
making applications to the FCA, to cancel the listing of the
GPH Shares from the standard listing
segment of the Official List of the FCA, and to the London Stock
Exchange, to cancel the admission to trading of the GPH Shares on
the main market for listed securities of the London Stock Exchange
(the "Delisting"). Pursuant
to Listing Rule 5.2.8R, GPH is required to give at least 20
Business Days' notice of the Delisting.
· As
GPH is listed on the standard listing
segment of the Official List, no shareholder approval is required
for the Delisting. Accordingly, and as set out in the Delisting
Announcement, it is intended that the Delisting will become
effective from 8:00 a.m. on 9 August 2024.
· In
order to provide a liquidity opportunity for GPH Shareholders in
connection with the Delisting, under which they may sell all or
some of their GPH Shares for cash, the boards of GIH and Bidco
hereby announce 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
GPH Shares held by GIH Shareholders).
· GIH
has a majority stake in GPH, holding 45,068,066 GPH Shares
indirectly through Bidco, representing 58.964 per cent. of the
issued ordinary share capital of GPH (as at the close of business
on 10 July 2024, being the last Business Day prior to the date of
this Announcement).
· The
Offer is not subject to any minimum level of acceptances or any
other conditions and is therefore unconditional. As the Offer is
unconditional from the outset, an accepting shareholder will not be
entitled to withdraw an acceptance of the Offer.
·
Under the terms of the Offer, GPH Shareholders (other than
GIH Shareholders) will be entitled to receive:
for each GPH Share: US$4.02 in
cash
· The
Offer values the entire issued and to be issued share capital of
GPH at approximately US$310 million on a fully diluted basis (which
is equivalent to £241 million, based on the Announcement Exchange
Rate).
· The
GBP equivalent value of the Offer Price based on the Announcement
Exchange Rate, being £3.13, represents a premium of
approximately:
o 40 per cent. to
the volume-weighted average price of 224 pence per GPH Share for
the three-month period ended 13 June 2024 (being the last Business
Day prior to the commencement of the Offer Period);
o 19 per cent. to
the Closing Price of 263 pence per GPH Share on 13 June 2024 (being
the last Business Day prior to the commencement of the Offer
Period); and
o 11 per cent. to
the highest closing price of a GPH Share in the period since the
commencement of the Covid-19 pandemic.
· If,
on or after the date of this Announcement, any dividend,
distribution, or other return of value is announced, declared,
made, or paid or becomes payable by GPH, GIH and/or Bidco reserve
the right to reduce the Consideration accordingly. In such
circumstances, GPH Shareholders shall be entitled to retain any
such dividend, distribution, or other return of value declared,
made, or paid. Following the Offer, there is no certainty that any
further dividend, distribution or other return of value will be
announced, declared, made, or paid by
GPH.
Background to and reasons for the
Offer
·
Following the decision of the Eligible GPH Directors to seek
the Delisting as explained above and further detailed in the
Delisting Announcement, the Offer is intended to provide GPH
Shareholders who do not wish to continue holding GPH Shares in an
unlisted entity with a full liquidity opportunity by which they may
sell all or any of their GPH Shares for cash.
· GIH
established the GPH Group as an infrastructure investment vehicle
in 2004 and remains the majority shareholder, with a shareholding
of 58.964 per cent. (held indirectly through Bidco) (as at the
close of business on 10 July 2024, being the last Business Day
prior to the date of this Announcement). Since inception, with the
support of GIH, GPH has expanded to become the world's largest
independent cruise port operator, with an established presence
across the Mediterranean, Atlantic, Caribbean and Asia Pacific. GPH
was listed on the London Stock Exchange in 2017 (standard listing
segment).
· GIH
believes that while GPH's listing helped to raise the profile of
GPH initially, for the past several years due to the disclosure
requirements and the continuing low trading liquidity in the
shares, GIH believes that GPH's listing significantly hinders GPH,
and GPH would be best positioned to continue its next phase of
growth as a private company.
·
GPH's ability to raise equity financing or other forms of
flexible long-term funding to enable it to develop, grow and expand
its business is hindered as both the low trading liquidity and
market capitalisation renders the cost of equity financing
prohibitively expensive, while at the same time unduly bringing its
viability into question from the perspective of other long-term
funding alternatives as well as finance providers. GPH suffers from
very low research coverage and institutional ownership of its
shares is extremely low. The prospect of GPH's profile, research
coverage and institutional ownership growing to offset the
disadvantages to the listing is highly uncertain. The disclosure
requirements (specifically the requirement to announce new business
development initiatives and periodic detailed financial
information) have a significantly negative impact on the
competitive position of GPH through exposing new initiatives which
are made public early (in almost all cases before closing on such
new initiative) and also through making detailed trading and
profitability information public which can negatively impact the
pricing negotiation power of GPH in relation to new business
development initiatives. Moreover, public ownership requires
management to focus on short-term targets and discourages executing
long-term expansion strategies which could be achieved without the
burden of near-term performance pressure.
· GIH
believes that as an infrastructure group, GPH should be able to
freely execute growth strategies and have access to flexible
long-term financing to remain competitive. Private ownership would
therefore enable GPH to better execute its strategy of continuing
to expand and develop its cruise port portfolio globally, without
the distraction, challenges and costs associated with the
requirements of being a publicly listed company.
· GIH
believes that the Offer provides an opportunity for GPH
Shareholders to realise their full investment in GPH in cash and
represents a highly compelling liquidity opportunity, in light of
the persistent illiquidity in GPH's trading volumes.
Background to and reasons for the
recommendation
· On
14 June 2024, GIH announced that it was considering making an offer
at a price of US$3.00 per GPH Share (approximately 234 pence)
("Original Proposal"). On 5
July 2024, GIH announced that following purchases of GPH Shares any
offer would have a minimum price of the higher of: (i) US$3.00 per
GPH Share; and (ii) the US Dollar equivalent of £2.50 per GPH Share
at the prevailing GBP Sterling : US Dollar exchange rate
immediately prior to any firm offer announcement. Following further
negotiations, a series of proposals, each conditional on a
recommendation by the GPH Independent Director, were communicated
by GIH which culminated in the GPH Independent Director receiving a
revised proposal from GIH at a price of $4.02 (approximately 313
pence) per GPH Share.
· The
GPH Independent Director notes that the Offer Price represents an
opportunity for GPH Shareholders to fully realise their investments
in GPH Shares at a 40 per cent. premium to the three-month
volume-weighted average price a GPH Share prior to the
commencement of the Offer Period and a 11 per cent. premium to the
highest closing price of a GPH Share in the period since the
commencement of the Covid-19 pandemic. The GPH Independent Director
notes that GIH has a majority shareholding prior to making the
Offer, and that offers made to minority shareholders by controlling
shareholders are commonly made at lower premia than offers by those
seeking partial or full control of a Company.
· The
GPH Independent Director has given careful consideration to the
outlook of the business. The GPH Independent Director believes that
GPH is well positioned for the future given the anticipated growth
from recent concession acquisitions, the on-going investment in
developing the existing port network, and the healthy cruise
passenger numbers expected in the coming years, with nearly 20
million passengers expected at the Company's ports in its financial
year to 31 March 2025. The GPH Independent Director believes that,
despite a favourable outlook for the business, the medium and long
term prospects of the Company have not been appropriately reflected
in the valuation and price of the GPH Shares for a number of years.
The GPH Independent Director believes that a variety of factors may
have contributed to this, including the low levels of on-going
liquidity in the GPH Shares, the attitude of some public company
investors towards higher levels of leverage, the presence of a
majority shareholder and the on-going need to raise capital to
support the business's growth ambitions. However, the GPH
Independent Director does not foresee any material change in these
factors in the near term.
· The
GPH Independent Director considers that the Delisting, and
accordingly GPH's future as an unlisted company, is a very
important factor when considering the terms of the
Offer.
· The
GPH Independent Director notes that once the Delisting is effected,
GPH Shareholders who do not accept the Offer will hold unlisted GPH
Shares and, as minority shareholders, would not be afforded the
same level of liquidity, regulatory disclosure requirements and
protections as were afforded to them whilst GPH remained listed on
the Official List and the London Stock Exchange.
·
Whilst the GPH Independent Director believes that the Company
is well positioned for the future, the GPH Independent Director
also recognises that the Offer provides GPH Shareholders with an
opportunity to realise their investment in GPH in full for cash,
which may be attractive to some GPH Shareholders compared to the
risks to the liquidity, marketability and realisable value of the
GPH Shares, which would likely be significantly adversely affected,
when GPH is an unlisted company with a majority shareholder
following the Delisting. GPH Shareholders may otherwise be unlikely
to be able to exit their positions in full or at all in future, and
if they are, at a price equivalent to that which would be received
under the Offer. GIH currently has the ability to pass ordinary
resolutions of GPH and, after the Delisting, will continue to be in
a position to ensure the approval, or rejection, of ordinary
resolutions of GPH and determine the overall strategy of the GPH
Group including, for example, the appointment and removal of
directors of GPH and the dividend policy or cessation of any
dividends.
· The
Offer is being made on an unconditional basis and therefore it will
become effective in accordance with the timetable to be set out in
the Offer Document and will not remain open for acceptance
indefinitely.
· The
GPH Independent Director's considerations in relation to the Offer
are set out more fully in paragraph 5
below.
Recommendation
· The GPH
Independent Director, having been so advised by Berenberg and Shore
Capital as to the financial terms of the Offer, considers the terms
of the Offer to be fair and reasonable. Berenberg and Shore Capital
are providing independent financial advice to the GPH Independent
Director for the purposes of Rule 3 of the Code and in providing
their advice, Berenberg and Shore Capital have taken into account
the Delisting, the unconditional nature of the Offer and the
commercial assessments of the GPH Independent Director.
·
Accordingly, the GPH Independent
Director intends to recommend that GPH Shareholders accept or
procure acceptance of the Offer (or, in the event that the Offer is
implemented by way of a Scheme, vote in favour of the Scheme at the
requisite Court Meeting and the Resolutions at the General
Meeting).
· The GPH
Independent Director notes that the Delisting may have personal
taxation consequences for GPH Shareholders. GPH Shareholders should
consider whether the GPH Shares remain a suitable investment in
light of their own personal circumstances and investment
objectives, and the risks of remaining a GPH Shareholder following
the Delisting. No advice can or will be provided in relation to
taxation and it is strongly recommended that shareholders obtain
appropriate professional advice in respect of the tax consequences
of the Delisting when considering whether or not to accept the
Offer.
Offer terms
· The
Offer is to be implemented by way of a takeover offer for the
purposes of Part 28 of the Companies Act, for the entire issued and
to be issued share capital of GPH (excluding GPH Shares held by GIH
Shareholders). GIH and/or Bidco reserve the right to elect, with
the consent of the Panel and GPH, to implement the Offer by means
of a Scheme, as an alternative to the Offer.
·
Certain further terms of the Offer are set out in Appendix 1
to this Announcement.
· It
is expected that the Offer Document containing further information
about the Offer and the procedure for acceptance, together with the
Form of Acceptance (if applicable), will be published and sent to
GPH Shareholders and (for information only) participants in the GPH
Share Plan as soon as practicable and, in any event, within 28 days
of the date of this Announcement (unless otherwise agreed between
GIH and/or Bidco and GPH with the consent of the Panel).
· An
expected timetable of principal events will be included in the
Offer Document.
This summary
should be read in conjunction with, and is subject to, the full
text of this Announcement (including the Appendices). The Offer
will be subject to the further terms set out in
Appendix 1
and to the full terms and
conditions to be set out in the Offer Document.
Appendix 2
of this Announcement
contains the sources and bases of certain information contained in
this summary and this Announcement. Certain terms used in this
summary and this Announcement are defined in
Appendix 3.
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
|
|
White & Case LLP is acting as legal adviser
to GIH and Bidco in connection with the Offer. Hogan Lovells
International LLP is acting as legal adviser to GPH in connection
with the Offer.
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 will contain 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 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
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.
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, e-mail 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.
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 will be 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.
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 Bidco and
GIH 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 this Announcement and the Offer
documentation has been or will have 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 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, the expected timing and scope of the Offer and other
statements 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 GPH's operations
and potential synergies resulting from the Offer; and (iii) the
effects of global economic conditions and governmental regulation
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 (10th) 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 (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
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, 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 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/
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 or form part of this
Announcement.
No
profit forecasts, profit estimates or quantified benefits
statements
No statement
in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any
period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for GPH for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for GPH.
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 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.
Rounding
Certain
figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede
them.
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.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
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"))
1.
Introduction
Following the announcement by GIH on 14 June
2024 that it intended to seek delisting of the Company, the
Eligible GPH Directors have for the
reasons set out in the Delisting Announcement concluded, after
careful consideration, that the delisting is most likely to promote
the success of the Company in the interests of its shareholders as
a whole.
In order to provide a liquidity opportunity for
GPH Shareholders in connection with the Delisting under which they
may sell all or some of their GPH Shares for cash, the boards of
GIH and Bidco hereby announce 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 GPH Shares held by GIH Shareholders), to
be implemented by way of a takeover offer for the purposes of Part
28 of the Companies Act.
GIH has a majority stake in GPH, holding
45,068,066 GPH Shares indirectly through Bidco, representing 58.964
per cent. of the issued ordinary share capital of GPH (as at the
close of business on 10 July 2024, being the last Business Day
prior to the date of this Announcement).
2.
Cancellation of trading, squeeze-out and
re-registration
As set out in the Delisting Announcement, the
GPH Board as a whole has extensively reviewed and evaluated the
benefits and the drawbacks for GPH in respect of the Delisting. The
GPH Board has taken into account numerous factors, both positive
and negative in reaching its decision. Following this review, the
Eligible GPH Directors have resolved to effect the Delisting (the
"Resolution to Delist"),
and a number of the relevant considerations for this approval are
set out in the Delisting Announcement.
Berenberg and Shore Capital are not providing
any advice to GPH in relation to the Delisting itself.
For the reasons set out in the Delisting
Announcement, the Eligible GPH 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.
GPH has therefore made a separate announcement
today (the "Delisting
Announcement") that it is making applications to the FCA, to
cancel the listing of the GPH Shares from the standard listing
segment of the Official List of the FCA, and to the London Stock
Exchange, to cancel the admission to trading of the GPH Shares on
the main market for listed securities of the London Stock Exchange.
Pursuant to Listing Rule 5.2.8R, GPH is required to give at least
20 Business Days' notice of the Delisting. Accordingly, it is
intended that the Delisting will become effective from 8:00 a.m. on
9 August 2024, such that the last date of trading in the GPH Shares
will be 8 August 2024.
As GPH is listed on the standard listing
segment of the Official List, no shareholder approval is required
for the Delisting.
The Delisting will significantly reduce the
liquidity and marketability of any GPH Shares in respect of which
the Offer has not been accepted and their value may be affected as
a consequence. Any remaining GPH Shareholders would be minority
shareholders in a majority-controlled unlisted company and may be
unable to sell their GPH Shares. As majority shareholders, GIH and
Bidco will continue to be in a position to determine, for example,
the composition of the GPH Board and management team, the overall
strategy of the GPH Group, and the dividend policy or cessation of
any dividends. It is intended that with effect from Notes
Completion, as further described in paragraph
11 below, three additional members will be
appointed to the GPH Board. Following such appointments, the GPH
Board will comprise seven members. At Notes Completion, PEIF will
have the right to nominate up to two directors and GIH and PEIF
will have the right to jointly nominate one independent
director.
There can be no certainty that the minority GPH
Shareholders would again be offered an opportunity to sell their
GPH Shares on terms which are equivalent to or no less advantageous
than those under the Offer, or at all. In addition, following the
Delisting, GPH 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 London Stock Exchange.
GPH Shareholders who do not accept the Offer
will not benefit from the protections afforded to them under the
Listing Rules and the regulatory oversight currently provided by
the FCA.
If Bidco receives acceptances under the Offer
in respect of, and/or otherwise acquires on the terms of the Offer,
90 per cent. or more of the GPH Shares to which the Offer relates,
Bidco intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act, to acquire compulsorily
any GPH Shares not acquired or agreed to be acquired by or on
behalf of Bidco pursuant to the Offer or otherwise on the same
terms as the Offer.
In the event that GIH and Bidco were to obtain
75 per cent. or more of GPH's voting rights, by virtue of
acceptances of the Offer or otherwise, it is intended that GIH and
Bidco shall procure that GPH will be re-registered as a private
company and its articles of association changed to those suitable
for a privately-controlled company, as further described in
paragraph 9 below.
Following the Delisting, the Takeover Code (as
currently in force) will no longer apply to GPH, as it does not
have its place of central management and control in the United
Kingdom, Channel Islands or Isle of Man. The Panel is consulting on
certain changes to the application of the rules for formerly listed
companies. Further information on the consequences of the Takeover
Code ceasing to apply to GPH are set out in the Delisting
Announcement.
3.
The Offer
Under the terms of the Offer, which will be
subject to the terms set out in this Announcement and to further
terms to be set out in the Offer Document, GPH Shareholders (other
than GIH Shareholders) will be entitled to receive:
for each GPH Share: US$4.02 in
cash
The Offer values the entire issued and to be
issued share capital of GPH at approximately US$310 million on a
fully diluted basis (which is equivalent to £241 million, based on
the Announcement Exchange Rate).
The GBP equivalent value of the Offer Price
based on the Announcement Exchange Rate, being £3.13, represents a
premium of approximately:
· 40
per cent. to the volume-weighted average price of 224 pence per GPH
Share for the three-month period ended 13 June 2024 (being the last
Business Day prior to the commencement of the Offer
Period);
· 19
per cent. to the Closing Price of 263 pence per GPH Share on 13
June 2024 (being the last Business Day prior to the commencement of
the Offer Period); and
· 11
per cent. to the highest closing price of a GPH Share in the period
since the commencement of the Covid-19 pandemic.
The Offer is not subject to any minimum level
of acceptances or any other conditions and is therefore
unconditional. As the Offer is unconditional from the outset, an
accepting shareholder will not be entitled to withdraw an
acceptance of the Offer. Certain further terms of the Offer are set
out in Appendix 1 to this
Announcement.
If, on or after the date of this Announcement,
any dividend, distribution, or other return of value is announced,
declared, made, or paid or becomes payable by GPH, GIH and/or Bidco
reserve the right to reduce the Consideration accordingly. In such
circumstances, GPH Shareholders shall be entitled to retain any
such dividend, distribution, or other return of value declared,
made, or paid. Following the Offer, there is no certainty that any
further dividend, distribution or other return of value will be
announced, declared, made, or paid by GPH.
It is expected that the Offer Document
containing further information about the Offer and the procedure
for acceptance, together with the Form of Acceptance (if
applicable), will be published and sent to GPH Shareholders and
(for information only) participants in the GPH Share Plan as soon
as practicable and, in any event, within 28 days of the date of
this Announcement (unless otherwise agreed between GIH and/or Bidco
and GPH with the consent of the Panel). An expected timetable of
principal events will be included in the Offer Document.
4.
Background to and reasons for the Offer
Following the decision of the Eligible GPH
Directors to seek the Delisting as explained above and further
detailed in the Delisting Announcement, the Offer is intended to
provide GPH Shareholders who do not wish to continue holding GPH
Shares in an unlisted entity with a full liquidity opportunity by
which they may sell all or any of their GPH Shares for
cash.
GIH established the GPH Group as an
infrastructure investment vehicle in 2004 and remains the majority
shareholder, with a shareholding of 58.964 per cent. (held
indirectly through Bidco) (as at the close of business on 10 July
2024, being the last Business Day prior to the date of this
Announcement). Since inception, with the support of GIH, GPH has
expanded to become the world's largest independent cruise port
operator, with an established presence across the Mediterranean,
Atlantic, Caribbean and Asia Pacific. GPH was listed on the London
Stock Exchange in 2017 (standard listing segment).
GIH believes that while GPH's listing helped to
raise the profile of GPH initially, for the past several years due
to the disclosure requirements and the continuing low trading
liquidity in the shares, GIH believes that GPH's listing
significantly hinders GPH, and GPH would be best positioned to
continue its next phase of growth as a private company.
GPH's ability to raise equity financing or
other forms of flexible long-term funding to enable it to develop,
grow and expand its business is hindered as both the low trading
liquidity and market capitalisation renders the cost of equity
financing prohibitively expensive, while at the same time unduly
bringing its viability into question from the perspective of other
long-term funding alternatives as well as finance providers. GPH
suffers from very low research coverage and institutional ownership
of its shares is extremely low. The prospect of GPH's profile,
research coverage and institutional ownership growing to offset the
disadvantages to the listing is highly uncertain. The disclosure
requirements (specifically the requirement to announce new business
development initiatives and periodic detailed financial
information) have a significantly negative impact on the
competitive position of GPH through exposing new initiatives which
are made public early (in almost all cases before closing on such
new initiative) and also through making detailed trading and
profitability information public which can negatively impact the
pricing negotiation power of GPH in relation to new business
development initiatives. Moreover, public ownership requires
management to focus on short-term targets and discourages executing
long-term expansion strategies which could be achieved without the
burden of near-term performance pressure.
GIH believes that as an infrastructure group,
GPH should be able to freely execute growth strategies and have
access to flexible long-term financing to remain competitive.
Private ownership would therefore enable GPH to better execute its
strategy of continuing to expand and develop its cruise port
portfolio globally, without the distraction, challenges and costs
associated with the requirements of being a publicly listed
company.
GIH believes that the Offer provides an
opportunity for GPH Shareholders to realise their full investment
in GPH in cash and represents a highly compelling liquidity
opportunity, in light of the persistent illiquidity in GPH's
trading volumes.
5.
Background to and reasons for the recommendation
GPH background and relevant developments since
IPO
GPH was admitted to the standard listing
segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities in May 2017 (the
"IPO") as the world's
largest independent cruise port operator. The Company had a market
capitalisation at the time of the IPO of £464.9 million and
operated 14 cruise ports in eight countries and two commercial
ports in Montenegro and Turkey. The Company's stated growth
strategy was to grow its cruise port operations, with a particular
focus on the Caribbean and Asia.
The GPH Independent Director believes that GPH
has made good progress against this strategy in the years following
the IPO and has been awarded a number of new cruise port
concessions, including, amongst others, Nassau and Antigua, despite
facing a variety of geopolitical and economic challenges in certain
jurisdictions which impacted GPH's operations and outlook. In
January 2021, the Company disposed of its commercial port operation
in Turkey, creating essentially a pure play cruise ports
operator.
The Covid-19 pandemic was very challenging for
the whole cruise industry including GPH, although it managed to
navigate the period carefully and successfully by reducing costs
and conserving cash resources. Due to the pandemic and also the
significant capex requirements for the investment and development
of a number of the new and existing cruise ports in the Company's
network, the Company has sought increasing amounts of debt funding
over the last few years, and continues to expect to need to do so
as the cruise port network continues to grow in the future. For a
number of reasons, including low institutional ownership, limited
liquidity, the attitude of the public equity markets to companies
with high levels of leverage, and a lack of visibility on the
Company's position and outlook during Covid-19, the GPH Board
concluded that the Company could not rely on equity capital market
support during a volatile time for the cruise industry, which
resulted in the Company relying on high interest bearing debt.
Accordingly, the Company has significant levels of debt and
leverage. As at 31 March 2024, the Company had unaudited Net Debt
ex IFRS 16 Leases of $674.5 million and generated $106.9 million
EBITDA (gross of the impact of IFRS 16) for the year ended 31 March
2024.
As a result of the disruption created by
Covid-19, the Company announced on 13 July 2020 that it was
suspending its pursuit of moving its listing from the standard
listing segment to the premium listing segment of the Official List
of the FCA and that the three independent non-executive directors
of the Company at the time had agreed to terminate the Company's
Relationship Deed with GIH. As stated at the time in its
announcement, this was to provide the Company with additional
flexibility, share necessary resources (including in respect of
financing) and to work with GIH to navigate the cruise industry
shutdown. The GPH Board affirmed at the same time its commitment to
robust principles of corporate governance and to promoting the best
interests of the Company and shareholders. Whilst the Company's
need for resource sharing reduced significantly as the Covid-19
pandemic abated, the Company and GIH continue to work closely,
using this flexibility to share financial and other resources in
order to best manage the Company's performance and future
growth.
The Company's performance has steadily improved
since the Covid-19 pandemic and the cruise industry has now
recovered back to pre-pandemic occupancy rates. On 14 June 2024,
the Company announced that it had welcomed 13.4 million cruise
passengers across its consolidated port network during the 12
months to 31 March 2024, a 46 per cent. increase on the financial
year ended 2023, as cruise calls and passenger volumes continued to
recover from the pandemic and as the Company's port network
expanded. The Company also announced that it expects annual
passenger volumes of nearly 20 million for the financial year
ending 2025.
Together with the investment in, and the
development of, GPH's existing cruise port network in order to
increase passenger capacity and drive complementary revenue
streams, the ongoing addition of new ports to its network is
fundamental to GPH's future growth. Since the start of the
financial year ending 2025, the Company has added Saint Lucia
Cruise Port to its network, signed and started operations at
Liverpool Cruise Port and was awarded preferred bidder status for
Casablanca Cruise Port.
The
Delisting
On 14 June 2024, GIH, as the Company's majority
shareholder, announced that it was convinced of the merits of
moving the business into private ownership and that it intended to
seek the Delisting of the Company. As a company listed on the
standard listing segment of the FCA's Official List, the Company
can implement a Delisting by way of a resolution of the GPH
Board.
As set out in the Delisting Announcement and
paragraph 2 of this Announcement, the Eligible GPH Directors have
resolved to effect the Delisting. Accordingly, the Company's
listing on the FCA's Official List and its admission to trading on
the Main Market of the London Stock Exchange will be cancelled on 9
August 2024.
Further to GIH's announcement on 14 June 2024,
GIH is making the Offer, on an unconditional basis, in order to
provide GPH Shareholders with liquidity and the opportunity to
realise their shareholdings in GPH in connection with the
Delisting, should they wish to exit and avoid holding unlisted GPH
Shares.
Factors
considered by the GPH Independent Director in connection with the
Offer
In considering the terms of the Offer, the GPH
Independent Director has taken into account a number of factors,
including:
On 14 June 2024, GIH announced that it was
considering making an offer at a price of $3.00 per GPH Share
(approximately 234 pence) ("Original Proposal"). On 5 July 2024,
GIH announced that following purchases of GPH Shares, any offer
would have a minimum price of the higher of: (i) US$3.00 per GPH
Share; and (ii) the US Dollar equivalent of £2.50 per GPH Share at
the prevailing GBP:US$ exchange rate immediately prior to any firm
offer announcement. Following further negotiations, a series of
proposals, each conditional on a recommendation by the GPH
Independent Director, were communicated by GIH which culminated in
the GPH Independent Director receiving a revised proposal from GIH
at a price of $4.02 per GPH Share.
The GPH Independent Director notes that GIH has
a majority shareholding prior to making the Offer, and that offers
made to minority shareholders by a controlling shareholder are
commonly made at lower premia than offers by those seeking partial
or full control of a Company.
The GPH Independent Director notes, the Offer
Price represents an opportunity for GPH Shareholders to realise
their investments in GPH Shares in full at:
· a
19 per cent. premium to closing price per GPH Share of 263 pence on
13 June 2024 (being the last practicable date before the
commencement of the Offer Period);
· a
33 per cent. premium to the 30 day volume-weighted average price of
a GPH Share prior to the commencement of the Offer
Period;
· an
11 per cent. premium to the highest closing price of a GPH Share in
the period since the commencement of the Covid-19 pandemic;
and
· an
improvement of 34 per cent. to the Original Proposal.
The GPH Independent Director has given careful
consideration to the outlook of the business. The GPH Independent
Director believes that the Company is well positioned for the
future given the anticipated growth from recent concession
acquisitions, the on-going investment in developing the existing
port network, and the healthy cruise passenger numbers expected in
the coming years, with nearly 20 million passengers expected at the
Company's ports in its financial year ending 2025.
The GPH Independent Director believes that,
despite this favourable outlook, the medium and long term prospects
of the Company have not been appropriately reflected in the
valuation and price of the GPH Shares for a number of years. The
GPH Independent Director believes that a variety of factors may
have contributed to this, including the low levels of on-going
liquidity in GPH's Shares, the attitude of some public company
investors towards higher levels of leverage, the presence of a
majority shareholder and the ongoing need to raise capital to
support the business's growth ambitions. However, the GPH
Independent Director does not foresee any material change in these
factors in the near term.
The GPH Independent Director considers that the
Delisting, and accordingly GPH's future as an unlisted company, is
a very important factor when considering the terms of the Offer.
Companies listed on the London Stock Exchange which have announced
a delisting without concurrently announcing an opportunity for
shareholders to realise their investment for cash in full typically
see very significant share price declines during the period from
announcement of the delisting until the delisting becoming
effective.
The GPH Independent Director notes that once
the Delisting is effected, GPH Shareholders who do not accept the
Offer will hold unlisted GPH Shares and, as minority shareholders,
would not be afforded the same level of liquidity, regulatory
disclosure rights and protections as were afforded to them whilst
GPH remained listed on the Official List and the London Stock
Exchange.
Whilst the GPH Independent Director believes
that the Company is well positioned for the future, the GPH
Independent Director also recognises that the Offer provides GPH
Shareholders with an opportunity to realise their investment in GPH
in full for cash, which may be attractive to some GPH Shareholders
compared to the risks to the liquidity, marketability and
realisable value of the GPH Shares, which would likely be
significantly adversely affected, when GPH is an unlisted company
with a majority shareholder following the Delisting. GPH
Shareholders may otherwise be unlikely to be able to exit their
positions in full or at all in future, and if they are, at a price
equivalent to that which would be received under the
Offer.
GIH currently has the ability to pass ordinary
resolutions of GPH and, after the Delisting, will continue to be in
a position to ensure the approval, or rejection, of ordinary
resolutions of GPH and determine the overall strategy of the GPH
Group including, for example, the appointment and removal of
directors of GPH and the dividend policy or cessation of any
dividends.
The Offer is being made on an unconditional
basis and therefore it will become effective in accordance with the
timetable to be set out in the Offer Document. As the Offer is
unconditional from the outset, an accepting shareholder will not be
entitled to withdraw an acceptance of the Offer.
Views of the
GPH Independent Director on GIH's intentions for
GPH
In considering the intention to recommend the
Offer to GPH Shareholders, the GPH Independent Director has given
due consideration to the intentions of GIH for the
Company.
The GPH Independent Director notes GIH's
strategic plans for GPH and welcomes its intention not to make any
material changes to GPH's strategy or day-to-day operations as a
result of the Offer, except for expanding the organic and inorganic
growth plans of the business. GIH's intentions not to make any
material change to the number of GPH employees or the balance of
skills and functions of GPH's employees and management, and its
expectation that opportunities available to present and future
management and employees of the GPH Group will be enhanced
following completion of the Offer, are also welcomed by the GPH
Independent Director. The GPH Independent Director acknowledges
that once GPH ceases to be a listed company, certain public listed
company-related functions may become unnecessary or significantly
reduced in scope, and as such, there may be a small reduction in
headcount in relation to these functions. The GPH Independent
Director welcomes GIH's confirmation that, following completion of
the Offer, the existing contractual and statutory employment rights
of all management and employees of GPH will be fully safeguarded in
accordance with applicable law, and envisages that there will be no
material change in their terms and conditions of employment or in
the balance of their skills and functions.
The GPH Independent Director notes GIH's
intention, with effect from Notes Completion, to appoint three
additional members to the GPH Board. Furthermore, the GPH
Independent Director acknowledges GIH's statement that it may look
to redesignate Barcelona, Spain as the headquarters of GPH, and
welcomes GIH's confirmation that it does not intend to make any
material changes to headcount in GPH's London office or locations
of operation as a result of the Offer with no redeployment of fixed
assets, except for expanding the inorganic growth plans of the
business.
6.
Recommendation
The GPH Independent Director, having
been so advised by Berenberg and Shore Capital as to the financial
terms of the Offer, considers the terms of the Offer to be fair and
reasonable. Berenberg and Shore Capital are providing independent
financial advice to the GPH Independent Director for the purposes
of Rule 3 of the Code and in providing their advice, Berenberg and
Shore Capital have taken into account the Delisting, the
unconditional nature of the Offer and the commercial assessments of
the GPH Independent Director.
Accordingly, the GPH
Independent Director intends to recommend that GPH Shareholders
accept or
procure acceptance of the Offer (or, in the event that the Offer is
implemented by way of a Scheme, vote in favour of the Scheme at the
requisite Court Meeting and the Resolutions at the General
Meeting).
The GPH Independent Director notes that the Delisting
may have personal taxation consequences for GPH Shareholders. GPH
Shareholders should consider whether the GPH Shares remain a
suitable investment in light of their own personal circumstances
and investment objectives, and the risks of remaining a GPH
Shareholder following the Delisting. No advice can or will be
provided in relation to taxation and it is strongly recommended
that shareholders obtain appropriate professional advice in respect
of the tax consequences of the Delisting when considering whether
or not to accept the Offer.
The following GPH Directors are not considered
by GPH to be independent for the purposes of the Offer by virtue of
their respective relationships with GIH:
·
Mehmet Kutman, Executive Chairman and Chief Executive Officer
of GPH, is the Chairman and Chief Executive Officer of GIH, a
director of Bidco, the largest shareholder of GIH, and therefore
has an indirect interest in Bidco as well as GPH;
·
Ayşegül Bensel, the non-executive Vice Chairperson of GPH, is
a member of the GIH board and shareholder of GIH, and therefore has
an indirect interest in Bidco as well as GPH; and
·
Ercan Ergül, a non-executive director of GPH, is assisting
GIH in connection with the Offer.
The Non-Independent GPH Directors have not
participated in the consideration of the Offer by the GPH
Independent Director or the decision to recommend the Offer as set
out above. They are, however, supportive of the Offer and its
terms.
7.
Information relating to GIH and Bidco
GIH
GIH is a diversified conglomerate with
investments in a number of businesses, including port
infrastructure, energy generation, compressed natural gas
distribution, mining, real estate development and brokerage and
asset management. GIH focuses on maximising shareholder value by
diversifying investments in its operational areas and through agile
investment strategies. Since 1990, the year the GIH Group was
established as a brokerage firm, it has transformed into a dynamic
investment vehicle by focusing on a variety of nascent business
sectors and traditional non-banking financial service providers
that offer high growth potential with 'first mover' advantages. The
GIH Group functions as an umbrella to manage key issues, such as
investment, financing, organisation, and management of its
affiliates by participating in their capital and
management.
GIH operates in four key business
areas:
1. Port Infrastructure: operation
of cruise ports and commercial sea ports;
2. Energy: renewable and clean
energy generation, compressed natural gas sales and distribution,
energy efficiency and mining;
3. Real Estate: development and
operation of real estate projects; and
4. Finance: non-banking financial
services, including brokerage, advisory and asset
management.
GIH's shares are traded on the Borsa Istanbul
Stock Exchange under the ticker symbol "GLYHO".
GIH had a total consolidated net revenue of
approximately 11.64 billion Turkish lira (£276 million) in
2023.
Bidco
Bidco is a wholly-owned subsidiary of GIH,
which functions as the holding company in the GIH Group for the
purposes of holding GPH's shares. Bidco is incorporated under the
laws of the Netherlands under company number 68520492.
8.
Information relating to GPH
The GPH Group was established in
2004 as an international port operator and is the world's largest
independent cruise port operator, with an
established presence across the Mediterranean, Atlantic, Caribbean
and Asia Pacific. The group holds a unique position in the cruise
port landscape, positioning itself as the world's leading cruise
port brand, with an integrated network of cruise ports serving
cruise liners, ferries, yachts and mega-yachts.
In 2013, GPH acquired indirect interests in the
Barcelona Cruise Port and the Málaga Cruise Port, gaining an
important foothold in the Mediterranean. Through a series of
strategic acquisitions mainly in Europe and the Caribbean, as of
the date of this Announcement, GPH now operates or is invested in
31 cruise ports in 18 countries. As of 31 March 2024, GPH's network
consisted of 29 ports, and during financial year that ended on that
date, the ports consolidated in GPH's financial statements welcomed
13.4 million passengers, while the passenger throughput for the
total network including ports where GPH holds minority shareholding
is 17 million, and continues to grow steadily. The GPH Group also
has a commercial port operation which specialises in container and
general cargo handling.
A network of award-winning ports and terminals
allows GPH to transfer best practices to its subsidiaries. With a
strong focus on operational excellence, enhanced security practices
and customer-oriented services, GPH aims to contribute to the
development of the cruise industry.
9.
Intentions regarding the GPH business, directors, management,
employees, pension schemes, locations, research and development and
trading facilities
GIH's
strategic plans for GPH
GIH does not intend to make any material
changes to GPH's strategy or day-to-day operations as a result of
the Offer, except for expanding the organic and inorganic growth
plans of the business.
Employees,
management and pensions
GIH attaches great importance to the skills and
experience of GPH's existing management and employees, recognising
the important contribution that they have made to GPH and its
impressive trajectory. GIH does not intend to make any material
changes to the number of GPH employees or the balance of skills and
functions of GPH's employees and management. However, once GPH
ceases to be a listed company, certain public listed
company-related functions may become unnecessary or significantly
reduced in scope, and as such, there may be a small reduction in
headcount in relation to these functions. Subject to any such
reduction, GIH envisages that the opportunities available to
present and future management and employees of the GPH Group will
be enhanced following completion of the Offer.
It is expected that in the twelve months
following Notes Completion, as further described in
paragraph 11 below, a small number of
employees of GIH who currently support certain GPH functions will
transfer to, and become employees of, GPH.
GIH confirms that, following completion of the
Offer, the existing contractual and statutory employment rights,
including pension rights of all management and employees of the GPH
Group will be fully safeguarded in accordance with applicable law,
and envisages that there will be no material change in their terms
and conditions of employment or in the balance of their skills and
functions.
Management
incentivisation
As noted above, GIH attaches great importance
to the skills and experience of the existing employees of GPH. At
this stage, GIH has not entered into, and has not discussed any
form of, incentivisation arrangements with members of GPH's
management. GIH expects to put in place certain incentive
arrangements for the management of GPH and for the retention of key
employees, in each case following completion of the
Offer.
Locations,
headquarters and fixed assets
GIH may look to redesignate Barcelona, Spain as
the headquarters of GPH. Save for this and as disclosed above, GIH
does not intend to make any material changes to headcount in GPH's
London office or locations of operation as a result of the Offer
with no redeployment of fixed assets, except for expanding the
inorganic growth plans of the business.
Research and
development
GPH does not have a research and development
function.
Controlling
shareholder
GIH and Bidco will continue to have significant
control over GPH and will continue to be in a position to ensure
the approval, or rejection, of ordinary resolutions of GPH and
determine the overall strategy of the GPH Group including, for
example, the appointment and removal of directors of GPH and the
dividend policy or cessation of any dividends. It is intended that
with effect from Notes Completion, as further described in
paragraph 11 below, three additional
members will be appointed to the GPH Board. Following such
appointments, the GPH Board will comprise seven members. At Notes
Completion, PEIF will have the right to nominate up to two
directors and GIH and PEIF will have the right to jointly nominate
one independent director. Following completion of the Offer, GIH,
PEIF and GPH will review the selection of individual holders of
board seats in order to maintain an appropriate range of industry
and professional expertise, independence and a balance of
continuity and succession, however it is intended that Mr. Bayle
will remain on the GPH Board as a director.
In the event that GIH and Bidco were to obtain
75 per cent. or more of GPH's voting rights, by virtue of
acceptances of the Offer or otherwise, they would also be in a
position to ensure the approval of special resolutions, including
to change the articles of association of GPH, to disapply
pre-emption rights for the issue of additional ordinary shares in
GPH for cash and to re-register GPH as a private company. In such
circumstances, it is intended that GIH and Bidco would procure that
GPH will be re-registered as a private company and its articles of
association changed to those suitable for a privately-controlled
company, and that such articles would disapply pre-emption rights
as noted above.
Ability to
acquire further shares
GIH and Bidco could also increase their
aggregate shareholding in GPH without restriction, except that they
cannot pay a price exceeding the Offer Price for at least six
months after the Offer was closed, without the consent of the
Panel, and may in due course acquire 75 per cent. or more of the
voting rights of GPH.
Trading
facilities
Per the Delisting Announcement, GPH has today
announced that it is making applications to the FCA to cancel the
listing of the GPH Shares from the standard listing segment of the
Official List of the FCA and to the London Stock Exchange to cancel
the admission to trading of the GPH Shares on the main market for
listed securities of the London Stock Exchange. Pursuant to Listing
Rule 5.2.8R, GPH is required to give at least 20 Business Days'
notice of the Delisting. Accordingly, it is intended that the
Delisting will become effective from 8:00 a.m. on 9 August 2024,
such that the last date of trading in the GPH Shares will be 8
August 2024.
GPH shareholders 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. In addition,
following the Delisting, GPH 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 London Stock
Exchange.
No post-offer
undertakings
No statement in this paragraph
9 constitutes or is intended to become a
"post-offer undertaking" for the purposes of Rule 19.5 of the
Code.
10.
GPH Share Plan
Participants in the GPH Share Plan will be
contacted regarding the effect of the Offer on their rights under
the GPH Share Plan in separate letters to be sent via email.
Further details of the impact of the Offer on the GPH Share Plan
will be set out in the Offer Document.
11.
Financing of the Offer
The Consideration payable to GPH Shareholders
by Bidco pursuant to the Offer will be financed by the issuance by
Bidco of an amount equal to EUR 150 million or such greater amount
(following redenomination) of Euro equivalent to USD 163 million of
loan notes to PEIF III Luxco Two S.À R.L. ("PEIF") (the "Notes") issued in Euro and subscribed
for in US Dollars pursuant to a note purchase agreement entered
into between Bidco and PEIF on 11 July 2024 (the "Note Purchase Agreement"). The subscription price for
the Notes may be used for general corporate purposes as well as to
fund the Offer. Morgan Stanley acted as financing advisor to GIH in
connection with the issuance of Notes.
At Notes Completion, it is intended that PEIF
will subscribe for preference shares in the capital of Bidco in
accordance with the terms of the Bidco Shareholders' Agreement.
Under the Bidco Shareholders' Agreement, at Notes Completion, PEIF
will have the right to nominate up to two directors to the GPH
Board, and GIH and PEIF will have the right to jointly nominate one
independent director.
It is also intended that with effect from Notes
Completion, the articles of Bidco will be amended in order to
reflect the issuance of the preference shares.
PEIF is indirectly wholly-owned by Pan-European
Infrastructure III, SCSp, a EUR 3.1 billion fund with an investor
base of over 70 investors globally managed by DWS Investment S.A.
("DWS
Infrastructure").
DWS Infrastructure is a leading global
infrastructure investor with approximately EUR 25.3 billion of
assets under management (as of 31 March 2024), in Europe and North
America across debt, equity, and listed platforms and a c. 25-year
investment track-record investing in the transport, energy,
digital, healthcare and utility sectors. DWS Infrastructure has a
dedicated team of specialised investment professionals, which is
complemented by a network of highly experienced senior
advisers.
DWS Infrastructure is part of the DWS Group,
one of the world's leading asset managers with EUR 941 billion of
assets under management (as of 31 March 2024), the parent company
of which, DWS Group GmbH & Co. KGaA, is listed on the Frankfurt
Stock Exchange.
Citi, in its capacity as financial adviser to
GIH and Bidco, is satisfied that sufficient cash resources are
available to Bidco to enable it to satisfy in full the
Consideration payable to the GPH Shareholders pursuant to the terms
of the Offer.
Further information on the financing of the
Offer, including a summary of the Note Purchase Agreement and the
Bidco Shareholders' Agreement, will be set out in the Offer
Document.
12.
Offer-related arrangements
Confidentiality
Agreement
On 3 July 2024, GIH, Bidco and GPH entered into
the Confidentiality Agreement pursuant to which each party thereto
undertook, among other things, to: (i) keep certain information
relating to each other party thereto and the Offer confidential and
not to disclose it to third parties (other than permitted parties)
unless required by law or regulation, among other exceptions; and
(ii) use such confidential information for the sole purpose of
evaluating the Offer. These confidentiality obligations will remain
in force until completion of the
Offer.
Process Agent Letter
On 11 July 2024, Bidco and GPH entered into the
Process Agent Letter pursuant to which Bidco has appointed GPH as
its agent for service of process in relation to any proceedings
before the English courts in connection with the financing
documents entered into in connection with the Offer, and GPH has
accepted such appointment.
13.
Offer terms
The Offer is to be implemented by way of a
takeover offer for the purposes of Part 28 of the Companies Act,
for the entire issued and to be issued share capital of GPH
(excluding GPH Shares held by GIH Shareholders). GIH and/or Bidco
reserve the right to elect, with the consent of the Panel and GPH,
to implement the Offer by means of a Scheme, as an alternative to
the Offer.
The Offer is not subject to any minimum level
of acceptances or any other conditions and is therefore
unconditional. As the Offer is unconditional from the outset, an
accepting shareholder will not be entitled to withdraw an
acceptance of the Offer. Certain further terms of the Offer are set
out in Appendix 1 to this Announcement.
It is expected that the Offer Document
containing further information about the Offer and the procedure
for acceptance, together with the Form of Acceptance (if
applicable), will be published and sent to GPH Shareholders and
(for information only) participants in the GPH Share Plan as soon
as practicable and, in any event, within 28 days of the date of
this Announcement (unless otherwise agreed between GIH and/or Bidco
and GPH with the consent of the Panel). An expected timetable of
principal events will be included in the Offer Document.
The Offer will be governed by English law. The
Offer will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the FCA. The bases and
sources of certain information contained in this Announcement are
set out in Appendix 2. Certain terms used in this Announcement
are defined in
Appendix 3.
14.
Disclosure of Interests
GIH currently owns 45,068,066 GPH Shares
indirectly through Bidco, representing 58.964 per cent. of the
issued ordinary share capital of GPH (as at the close of business
on 10 July 2024, being the last Business Day prior to the date of
this Announcement). As stated above, Mehmet Kutman is the largest
shareholder of GIH, and therefore has an indirect interest in GPH.
Each of Ayşegül Bensel, Erol Göker and Serdar Kırmaz are also
shareholders of GIH and therefore have an indirect interest in GPH.
In addition, 2,986,226 GPH Shares are held by Istanbul Portföy
Yönetimi A.Ş and 1,000,000 GPH Shares are held by Global MD Portföy
Yönetimi A.Ş, both of which are subsidiaries of GIH.
Except for these interests, as at the close of
business on 10 July 2024 (being the last Business Day prior to the
date of this Announcement), neither GIH nor Bidco, nor any of their
directors, nor, so far as GIH or Bidco is aware, any person acting
in concert (within the meaning of the Code) with GIH or
Bidco:
· has
any interest in, or right to subscribe for, any GPH
Shares;
· has
any short position in (whether conditional or absolute and whether
in the money or otherwise), including any short position under a
derivative, any agreement to sell, any delivery obligation or right
to require another person to purchase or take delivery of, GPH
Shares;
· has
procured an irrevocable commitment or letter of intent to accept
the terms of the Offer in respect of the relevant securities of
GPH; nor
· has
borrowed or lent any GPH Shares.
Furthermore, no dealing arrangement (of the
kind referred to in Note 11 of the definition of "acting in
concert" in the Code) exists between GIH and Bidco or GPH or any
person acting in concert with GIH and Bidco or GPH in relation to
GPH Shares.
15.
Documents available for inspection
Copies of the following documents will, by no
later than 12 noon (London time) on 12 July 2024, be published on
GPH's website at https://www.globalportsholding.com/investors/
(as applicable):
·
this Announcement;
· the
documents relating to the financing of the Offer referred to in
paragraph 11 above;
· the
consent letters from Citi, Morgan Stanley, Berenberg and Shore
Capital referred to in paragraph 16
below;
· the
Process Agent Letter; and
· the
Confidentiality Agreement referred to in paragraph
12 above.
16.
General
GIH and/or Bidco reserve the right to elect,
with the consent of the Panel and GPH, to implement the Offer by
means of a Scheme, as an alternative to the Offer. In such event,
the Scheme shall be implemented on substantially the same terms as
those which would apply to the Offer, subject to appropriate
amendments to reflect, among other things, the change in method of
effecting the Offer.
The Offer will be subject to the further terms
set out in Appendix 1 and to the
full terms and conditions to be set out in the Offer
Document. Appendix 2 contains the
sources and bases of certain information contained in
Announcement. Appendix 3 contains
the definitions of certain terms used in this
Announcement.
Each of Citi, Morgan Stanley, Berenberg and
Shore Capital have given and not withdrawn their consent to the
publication of this Announcement, with the inclusion herein of the
reference to their names in the form and context in which they
appear.
This Announcement does not constitute an offer
or an invitation to purchase or subscribe for any
securities.
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
|
|
White & Case LLP is acting as legal adviser
to GIH and Bidco in connection with the Offer. Hogan Lovells
International LLP is acting as legal adviser to GPH in connection
with the Offer.
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 will contain 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
(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 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
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.
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, e-mail 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.
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 will be 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.
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 Bidco and
GIH 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 this Announcement and the Offer
documentation has been or will have 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 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, the expected timing and scope of the Offer and other
statements 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, GPH Group and/or GPH's operations and
potential synergies resulting from the Offer; and (iii) the effects
of global economic conditions and governmental regulation 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 (10th) 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 (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
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, 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 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/
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 or form part of this
Announcement.
No
profit forecasts, profit estimates or quantified benefits
statements
No statement
in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any
period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for GPH for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for GPH.
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 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.
Rounding
Certain
figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Appendix 1
FURTHER TERMS OF THE OFFER
1. The Offer
is unconditional from the outset and is therefore not subject to
the satisfaction of any condition.
2. The Offer
will be subject to the full terms and conditions which will be set
out in the Offer Document and the Form of Acceptance (if
applicable) and such further terms as may be required to comply
with the Code and with applicable law.
3. GPH Shares
which will be acquired under the Offer will be acquired fully paid
and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and
interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including, without
limitation, voting rights and the right to receive and retain in
full all dividends and other distributions (if any) declared, made
or paid on or after the date of this Announcement.
4. If, on or
after the date of this Announcement, any dividend, distribution, or
other return of value is declared, made, or paid or becomes payable
by GPH, GIH and/or Bidco reserve the right to reduce the
Consideration accordingly. In such circumstances, GPH Shareholders
shall be entitled to retain any such dividend, distribution, or
other return of value declared, made, or paid. Any exercise by GIH
and/or Bidco of their rights referred to in this paragraph
4 shall be the subject of an announcement and,
for the avoidance of doubt, shall not be regarded as constituting
any revision or variation of the Offer. In such circumstances, GPH
Shareholders would be entitled to retain any such dividend,
distribution and/or other return of capital or value.
5. The
availability of the Offer to persons not resident in the UK may be
affected by the laws of the relevant jurisdictions. Persons who are
not resident in the UK should inform themselves about and observe
any applicable requirements. Further information in relation to
overseas shareholders will be contained in the Offer Document. To
the fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any
person.
6. The Offer
will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any
facility of a national securities exchange of any Restricted
Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within any
Restricted Jurisdiction.
7. The Offer
will be governed by English law and be subject to the jurisdiction
of the English courts, to the further terms set out in this
Appendix 1 and to the full terms and
conditions to be set out in the Offer Document. The Offer will
comply with the applicable rules and regulations of the FCA, the
London Stock Exchange, the Code and the Registrar of
Companies.
8. GIH and/or
Bidco reserve the right to implement the Offer by way of a Scheme
as an alternative to the Offer, subject to the consent of the Panel
and GPH. In such an event, such Scheme will be implemented on the
same terms and conditions so far as applicable, as those which
would apply to the Offer (subject to appropriate
amendments).
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. As at 10
July 2024 (being the last practicable date prior to publication of
this Announcement), there were 76,433,126 GPH Shares in issue. The
international securities identification number for the GPH Shares
is GB00BD2ZT390.
2. Any
references to the issued and to be issued ordinary share capital of
GPH are based on:
a) the
76,433,126 GPH Shares referred to in paragraph
1 above; and
b) 636,500
GPH Shares which may be issued on or after the date of this
Announcement to satisfy the vesting of awards pursuant to the GPH
Share Plan.
3. The value
of the Offer based on the Offer Price of US$4.02 per GPH Share is
calculated on the basis of the issued and to be issued share
capital of GPH (as set out in paragraph 2
above), applying the treasury stock method to GPH Shares
which may be issued on or after the date of this Announcement on
the vesting of awards under the GPH Share Plan, resulting in
dilutive GPH Shares of 636,500.
4. All
closing prices for GPH Shares are closing middle market quotations
of a share derived from the Daily Official List of the London Stock
Exchange on the relevant date(s).
5. The
volume-weighted average prices for GPH Shares referred to in this
Announcement have been derived from Bloomberg.
6. Unless
otherwise stated, the financial information relating to GIH is
extracted from the audited consolidated financial statements of GIH
for the financial year to 31 December 2023, prepared in accordance
with Turkish Financial Reporting Standards.
7. Unless
otherwise stated, the financial information relating to GPH is
extracted from the preliminary financial statements of GPH for the
financial year to 31 March 2024, prepared in accordance with the
International Financial Reporting Standards.
8. The
exchange rate used for the conversion of GBP into USD to calculate
the value of the Offer cash consideration and value of the Offer is
GBP 1:US$1.2842, the Announcement Exchange Rate, which is based on
the exchange rate as at 4.30 p.m. on 10 July 2024 (being the last
Business Day before the date of this Announcement).
9. Certain
figures included in this Announcement have been subject to rounding
adjustments.
Appendix 3
DEFINITIONS
"Announcement"
|
this announcement made pursuant to
Rule 2.7 of the Code;
|
"Announcement Exchange Rate"
|
the GBP:US$ exchange rate of GBP
1:US$1.2842 as at 4:30 p.m. on 10 July 2024 (being the last
Business Day before the date of this Announcement) as derived from
data provided by Bloomberg;
|
"Articles"
|
the articles of association of GPH
from time to time;
|
"Berenberg"
|
Joh. Berenberg, Gossler & Co.
KG, acting through its London Branch;
|
"Bidco"
|
Global Ports Holding B.V., a private company
with limited liability existing under the laws of the Netherlands
registered with the commercial register in the Netherlands under
company number 68520492;
|
"Bidco Shareholders'
Agreement"
|
the shareholders' agreement relating to Bidco
entered into by GIH, Bidco and PEIF on 11 July 2024;
|
"Business Day"
|
any day (excluding any Saturday or Sunday or
any public holiday in England) on which banks in London are
generally open for business;
|
"Citi"
|
Citigroup Global Markets Limited;
|
"Closing Price"
|
the closing middle market quotations of a share
derived from the Daily Official List of the London Stock Exchange
on any particular date;
|
"Code"
|
the UK City Code on Takeovers and Mergers as
issued, and as from time to time amended and interpreted by, the
Panel;
|
"Companies Act"
|
the Companies Act 2006, as amended from time to
time;
|
"Confidentiality Agreement"
|
the confidentiality agreement entered into
between GIH, Bidco and GPH dated 3 July 2024, details of which are
contained at paragraph 12 of this Announcement;
|
"Consideration"
|
the consideration payable by Bidco to GPH
Shareholders pursuant to the Offer, comprising US$4.02 in cash for
each GPH Share;
|
"Court"
|
the High Court of Justice in England and
Wales;
|
"Court Meeting"
|
in the event that the Offer is implemented by
way of a Scheme, the meeting of the Scheme shareholders to be
convened by order of the Court pursuant to section 896 of the
Companies Act for the purpose of considering and, if thought fit,
approving (with or without modification) the Scheme, including any
adjournment, postponement or reconvening thereof;
|
"Court Sanction Hearing"
|
in the event that the Offer is implemented by
way of a Scheme, the hearing by the Court of the application to
sanction the Scheme under Part 26 of the Companies Act;
|
"Dealing Disclosure"
|
has the same meaning as in Rule 8 of the
Code;
|
"Delisting"
|
the cancellation of the listing of the GPH
Shares from the standard listing segment of the Official List and
the cancellation of the admission to trading of the GPH Shares on
the main market for listed securities of the London Stock
Exchange;
|
"Delisting
Announcement"
|
the announcement made by GPH in relation to the
Delisting on the date of this Announcement;
|
"DWS
Infrastructure"
|
DWS Alternatives Global Limited;
|
"Eligible GPH
Directors"
|
Ayşegül Bensel, Ercan Ergül and Jérôme
Bayle;
|
"FCA"
|
the Financial Conduct Authority or its
successor from time to time;
|
"Form of Acceptance"
|
the form of acceptance and authority relating
to the Offer to be despatched to GPH Shareholders (where
applicable) with the Offer Document;
|
"FSMA"
|
the Financial Services and Markets Act 2000, as
amended from time to time;
|
"General Meeting"
|
in the event that the Offer is implemented by
way of a Scheme, the general meeting of GPH Shareholders to be
convened to consider and if thought fit pass the Resolutions (with
or without amendment), including any adjournment, postponement or
reconvening thereof;
|
"GIH"
|
Global Yatırım Holding A.Ş., a company
incorporated in Turkey with the registered number 265814-0 and with
its registered address at Esentepe Mah.Büyükdere cad. 193
apt.no:193/2 Sişli, Turkey;
|
"GIH Group"
|
GIH and its subsidiaries and subsidiary
undertakings from time to time (excluding the GPH
Group);
|
"GIH
Shareholders"
|
Bidco and "associates" of Bidco (as such term
is defined in section 988 of the Companies Act);
|
"GPH" or
"Company"
|
Global Ports Holding plc, a company
incorporated in England and Wales with registered number 10629250
and with its registered address at 35 Albemarle Street, 3rd Floor,
London, United Kingdom, W1S 4JD;
|
"GPH
Board"
|
the board of directors of GPH;
|
"GPH
Directors"
|
the directors of GPH at the time of
this Announcement or, where the context so requires, the directors
of GPH from time to time;
|
"GPH Group"
|
GPH and its subsidiaries and
subsidiary undertakings from time to time;
|
"GPH Independent Director"
|
Jérôme Bayle;
|
"GPH Share Plan"
|
the long-term incentive plan adopted by GPH on
5 November 2018;
|
"GPH Shareholders"
|
the registered holders of GPH Shares from time
to time;
|
"GPH Shares"
|
the ordinary shares of 1 pence each in the
capital of GPH;
|
"HMRC"
|
His Majesty's Revenue and Customs;
|
"Listing
Rules"
|
the rules and regulations made by the FCA under
FSMA and contained in the publication of the same name, as amended
from time to time or (as applicable) any set of rules and
regulations replacing the same from time to time;
|
"London Stock Exchange"
|
London Stock Exchange plc or its successor from
time to time;
|
"Meetings"
|
in the event that the Offer is implemented by
way of a Scheme, the Court Meeting and the General
Meeting;
|
"Morgan
Stanley"
|
Morgan Stanley & Co. International
plc;
|
"Non-Independent GPH
Directors"
|
Mehmet Kutman, Ayşegül Bensel and Ercan
Ergül;
|
"Note Purchase Agreement"
|
the note purchase agreement entered into
between Bidco and PEIF on 11 July 2024;
|
"Notes"
|
the loan notes to be issued by Bidco to PEIF
under the Note Purchase Agreement;
|
"Notes Completion"
|
in connection with the financing for the Offer,
the first subscription of the Notes by PEIF under the Note Purchase
Agreement and the issuance of the preference shares in Bidco under
the Bidco Shareholders' Agreement;
|
"Offer"
|
the unconditional offer to be made by or on
behalf of GIH to acquire the entire issued and to be issued share
capital of GPH (excluding GPH Shares held by GIH Shareholders), to
be implemented by means of a takeover offer as defined in Chapter 3
of Part 28 of the Companies Act or, if GIH and/or Bidco so elect
(with the consent of the Panel and GPH), by way of a Scheme and,
where the context admits, any subsequent revision, variation,
extension or renewal thereof;
|
"Offer Document"
|
the document to be sent to GPH Shareholders
which will contain, inter alia, the terms and conditions of the
Offer;
|
"Offer Period"
|
the offer period (as defined by the Code)
relating to GPH, which commenced on 14 June 2024;
|
"Offer Price"
|
US$4.02 per GPH Share;
|
"Official List"
|
the official list maintained by the
FCA;
|
"Opening Position Disclosure"
|
an announcement containing details of interests
or short positions in, or rights to subscribe for, any relevant
securities of a party to the Offer if the person concerned has such
a position;
|
"Panel"
|
the UK Panel on Takeovers and
Mergers;
|
"PEIF"
|
PEIF III Luxco Two S.À R.L., a private limited
liability company (société à
responsabilité limitée) governed by the laws of the Grand
Duchy of Luxembourg, having its registered office at 8, rue Lou
Hemmer, L-1748 Senningerberg, Grand Duchy of Luxembourg and
registered with the Luxembourg Trade and Companies Register
(Registre de Commerce et des
Sociétés, Luxembourg) under number B 240.645;
|
"PRA"
|
the Prudential Regulation Authority;
|
"Process Agent Letter"
|
the process agent letter entered into between
Bidco and GPH dated 11 July 2024, details of which are contained at
paragraph 12 of this
Announcement;
|
"Registrar of Companies"
|
the Registrar of Companies in England and
Wales;
|
"Regulatory Information
Service"
|
any information service authorised from time to
time by the FCA for the purpose of disseminating regulatory
announcements;
|
"Relationship
Deed"
|
the relationship agreement dated 2 May 2017
between GPH, Bidco and GIH;
|
"Resolution to
Delist"
|
the resolution of the Eligible GPH Directors to
effect the Delisting;
|
"Resolutions"
|
in the event that the Offer is implemented by
way of a Scheme, the special resolutions to be proposed at the
General Meeting necessary to facilitate the implementation of a
Scheme, including (without limitation) a resolution to implement
certain amendments to be made to the Articles;
|
"Restricted Jurisdiction"
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Offer is sent or
made available to GPH Shareholders in that jurisdiction;
|
"Scheme"
|
a scheme of arrangement under Part 26 of the
Companies Act between GPH and the Scheme shareholders;
|
"Scheme
Document"
|
in the event that the Offer is implemented by
way of a Scheme, the document to be sent to GPH Shareholders and
persons with information rights containing, amongst other things,
the Scheme and notices of the Meetings and proxy forms in respect
of the Meetings;
|
"Shore
Capital"
|
Shore Capital and Corporate Limited and Shore
Capital Stockbrokers Limited;
|
"UK" or
"United
Kingdom"
|
the United Kingdom of Great Britain and
Northern Ireland;
|
"US" or "United States"
|
the United States of America, its territories
and possessions, any state of the United States of America and the
District of Columbia; and
|
"US Exchange Act"
|
the United States Securities Exchange Act 1934,
as amended from time to time.
|
All references to
"GBP", "pence", "GBP Sterling", "£" or "p" are to the lawful currency of the
United Kingdom.
All references to
"EUR", "Euro" or "€" are to the lawful currency of the
European Union.
All references to
"US dollar", "USD", "US$", "$" or "cents", are to the lawful currency of
the United States.