Notice of Intention to Delist From the London Stock Exchange

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

THIS ANNOUNCMENT CONTAINS INSIDE INFORMATION

11 July 2024 

Global Ports Holding PLC

NOTICE OF INTENTION TO DELIST FROM THE LONDON STOCK EXCHANGE

Global Ports Holding Plc (the “Company”), the world’s largest independent cruise port operator, refers to its shares (ISIN: GB00BD2ZT390)  (the “Shares”) which are admitted to listing on the standard segment of the Official List of the Financial Conduct Authority (the “FCA”) and to trading on the main market for listed securities of the London Stock Exchange (the “LSE”).

The Company hereby gives notice that, having extensively reviewed and evaluated the advantages and disadvantages of the Company retaining its listing on the standard segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE, the eligible directors of the Company, being  Ayşegül Bensel, Ercan Ergül, and Jérôme Bayle (the “Eligible Directors”) have resolved to request that: (i) the FCA cancel the listing of the Company’s Shares  on the standard listing segment of the Official List of the FCA; and (ii) the LSE cancel the admission to trading of the Company’s Shares on the main market for listed securities of the LSE (together the “Delisting”).

The Company also notes the recommended unconditional offer by Global Ports Holding B.V. (“Bidco”) (the wholly-owned subsidiary of Global Yatırım Holding A.Ş (“GIH”)) for the entire issued and to be issued share capital of the Company (excluding any Shares in the Company already held by Bidco or GIH) announced by GIH on the date hereof (the “Offer”). The Offer will provide a cash exit opportunity for shareholders in the Company who may not wish to remain shareholders in the Company following Delisting. The Offer is to be made for a price of US $4.02 per Share and is unconditional and the Offer will remain open from today, 9 July 2024 until 1.00 p.m. (British Summer Time) on 9 August 2024.

In accordance with Listing Rule 5.2.8R, the Company is required to give at least 20 business days’ notice of the intended Delisting. Accordingly, it is intended that the Delisting will become effective from 8:00 a.m. (British Summer Time) 9 August 2024, such that the last date of trading of its Shares on the LSE will be 8 August 2024.

As the Company is listed on the standard segment of the Official List, no shareholder approval is required for the Delisting. 

Reasons for the Delisting

The Eligible Directors have considered the advantages and disadvantages of delisting on a number of occasions over the past few years, and have extensively reviewed and evaluated the benefits and the drawbacks for the Company in respect of the Delisting. The Eligible Directors have taken into account numerous factors, both positive and negative, and considered the interests of all shareholders of the Company, including the view of GIH as the majority shareholder and the views of other shareholders of the Company.

In particular, the Eligible Directors have considered the following:

• The Company’s ability to raise equity financing or other forms of flexible long-term funding to enable it to develop, grow and expand its business. The Eligible Directors consider that the Company's ability to raise such forms of funding on favourable and cost effective terms is hindered by both the low trading liquidity and market capitalisation of the Company. The Eligible Directors believe that delisting would enable the Company to better execute its strategy of continuing to expand and develop its cruise port portfolio globally.  

• The disclosure requirements (specifically the requirement to announce new business development initiatives and periodical detailed financial information) have a significant negative impact on the Company’s competitive position. This is due to the unduly early public disclosure of new initiatives as well as the public disclosure of detailed trading and profitability information which negatively impacts the Company’s leverage in pricing negotiation in relation to new business development initiatives and opportunities.

• Public ownership requires the Company's management to focus on short-term targets while discouraging the execution of long-term expansion strategies.

• The legal, regulatory, and administrative burden to the Company of remaining listed, especially the costs associated with advisers' fees and management time that can otherwise be focused elsewhere, is disproportionate to the benefits derived by the Company.

Accordingly, and following careful consideration, the Eligible 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. The Eligible Directors have therefore resolved to effect the Delisting. 

Implications of Delisting

The Company notes that, following Delisting, shareholders in the Company 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. The Delisting will make it more difficult to buy and sell the shares in the Company and, as such, the value of the Shares may be affected as a consequence. As majority shareholders, GIH and Bidco will continue to be in a position to determine, for example, the composition of the board of directors of the Company and management team, the overall strategy of the Company’s group, and the dividend policy or cessation of any dividends.

There may also be taxation or other commercial consequences for shareholders who continue to hold Shares in the Company following the Delisting. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

Following the Delisting, the Company 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 LSE. As such, shareholders will no longer be afforded the protections given by the rules and regulations relating to admission to the Official List (“Listing Rules”) and published by the FCA under the Financial Services and Markets Act 2000 (“FSMA”), such as the requirement to be notified of certain material developments or events (including substantial transactions, financing transactions, related party transactions, and certain acquisitions and disposals) and the separate requirements to seek shareholder approval for certain other corporate events such as reverse takeovers or fundamental changes in the Company’s business. In addition, the Company will no longer be required to disclose publicly any change in major shareholdings in the Company under the Listing Rules or the disclosure guidance, transparency rules, corporate governance rules and the rules relating to primary information providers published by the FCA under the FSMA, and the Company will no longer be subject to the EU Market Abuse Regulation (596/2014), as retained by the European Union (Withdrawal) Act 2018, regulating inside information and other matters.

Following the Delisting, the City Code on Takeovers and Mergers (the “Code”) (as currently in force) would no longer apply to the Company, as it does not have its place of central management and control in the United Kingdom, Channel Islands or Isle of Man.

The Code operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

Whilst the Panel on Takeovers and Mergers (the “Panel”) is consulting on certain changes to the application of the rules for formerly listed companies, as a result of the Code no longer applying to the Company, shareholders should note that the following protections afforded by the Code will no longer apply:

Equality of treatment

General Principle 1 of the Code states that all holders of the same class of the securities of a company to which the Code applies (a “Code Company”) must be afforded equivalent treatment. Furthermore, Rule 16.1 of the Code requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in a Code Company if there are favourable conditions attached which are not being extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of a Code Company must have sufficient time and information to enable them to reach a properly informed decision on a takeover bid. Consequently, a document setting out full details of an offer must be sent to the Code Company’s shareholders.

The opinion of the offeree board and independent advice

The board of a Code Company is required by Rule 3.1 of the Code to obtain competent independent advice as to whether the financial terms of an offer are fair and reasonable and the substance of such advice must be made known to shareholders. Rule 25.2 requires the board of the Code Company to send to shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board’s views on: (i) the effects of implementation of the offer on all the Code Company’s interests, including, specifically, employment; and (ii) the offeror’s strategic plans for the Code Company and their likely repercussions on employment and the locations of the Code Company’s places of business.

The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.

Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all Code Company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

ENDS

Enquiries

Inside information

The information contained within this announcement is deemed by Global Ports Holding PLC to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

For the purposes of MAR, this announcement is being made on behalf of Global Ports Holdings PLC by Alison Chilcott, Company Secretary.

Important Notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Overseas jurisdictions

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication on a website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Global Ports Holdings PLC’s website at https://www.globalportsholding.com/investors/possible-offer-detail/# promptly and in any event by no later than 12 noon (British Summer Time) on 12 July 2024. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.