REG - Global Yatirim Hldg Global Ports Hldg - Acceptance Level Update and Offer Closure

Global Yatirim Holding ASAnnouncement

27/08/2024 08:45

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RNS Number : 7960B  Global Yatirim Holding AS  27 August 2024

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

 

FOR IMMEDIATE RELEASE

 

27 August 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"))

 

ACCEPTANCE LEVEL UPDATE

 

OFFER CLOSURE

 

Summary

 

·      The latest time and date by which the Offer could be accepted
(being 1.00 p.m. (London time) on 23 August 2023) has passed and the Offer is
now closed for acceptances.

·      GIH and Bidco now own, directly or indirectly, 68,903,299 GPH
Shares, representing approximately 89.40 per cent. of GPH's existing issued
share capital.

·      GIH and Bidco intend to procure that GPH is re-registered as a
private company.

·      In addition, GIH and Bidco intend to procure that GPH's articles
of association are changed to introduce various provisions suitable for a
privately-controlled, unlisted company where they are in the best interests of
GPH and its shareholders as a whole, as further described below.

·      On 9 August 2024, GPH announced that the Delisting became
effective from 8.00 a.m. (London time) on that date. The Delisting has
significantly reduced 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.

 

Further details are set out below.

 

Introduction

 

On 11 July 2024, the boards of directors of each of GIH and Bidco announced
the terms of an unconditional recommended cash offer to be made by GIH through
Bidco to acquire the entire issued and to be issued share capital of GPH
(excluding the GPH Shares held by GIH Shareholders) (the "Offer") at a price
of US$4.02 for each GPH Share (the "Offer Price"), in order to provide a
liquidity opportunity for GPH Shareholders in conjunction with the delisting
of GPH. In addition, on 11 July 2024, GIH and Bidco announced that the offer
document containing, amongst other things, the full terms of the Offer and the
procedures for acceptance (the "Offer Document"), had been published and made
available to GPH Shareholders and persons with information rights, together
with (for those GPH Shareholders who hold their GPH Shares in certificated
form) the related Form of Acceptance.

 

This announcement should be read in conjunction with the full text of the
Offer Document. Terms used but not defined in this announcement have the same
meaning given to them in the Offer Document.

 

On 9 August 2024, following the Delisting becoming effective, the boards of
directors of each of GIH and Bidco announced an extension of the time and date
by which the Offer could be accepted as a further liquidity opportunity for
GPH Shareholders (the "Extension Announcement"). Pursuant to the Extension
Announcement, the Offer was open for acceptance until 1.00 p.m. (London time)
on 23 August 2024. On 12 August 2024, the boards of directors of each of GIH
and Bidco declared that the Offer Price was final and would not be increased,
and that the Offer would not be further extended.

 

Cash Offer closure

 

The latest time and date by which the Offer could be accepted (being 1.00 p.m.
(London time) on 23 August 2023) has now passed. As such, the Offer is now
closed for acceptances.

 

Acceptance level update

 

In accordance with Rule 17 of the Code, GIH and Bidco are pleased to announce
that, as at 1.00 p.m. (London time) on 23 August 2024 (being the last Business
Day prior to the date of this announcement and the time and date on which the
Offer was closed for acceptances), valid acceptances of the Offer ("Valid
Acceptances") had been received in respect of a total of 23,835,233 GPH
Shares, representing approximately 30.92 per cent. of GPH's existing issued
share capital. Accordingly, GIH and Bidco now own, directly or indirectly,
68,902,299 GPH Shares, representing approximately 89.40 per cent. of GPH's
existing issued share capital.

 

As GIH and Bidco have obtained over 75 per cent. of GPH's voting rights, by
virtue of acceptances of the Offer or otherwise, GIH and Bidco are in a
position to ensure the approval of special resolutions. GIH and Bidco
therefore intend to procure that GPH is re-registered as a private company. In
addition, GIH and Bidco intend to procure that GPH's articles of association
are changed to introduce various provisions suitable for a
privately-controlled, unlisted company where they are in the best interests of
GPH and its shareholders as a whole, including, for example, the
disapplication of pre-emption rights for the issue of additional ordinary
shares in GPH, a right of the Company to require shareholders to disclose
beneficial interests in GPH Shares and customary consequences for
non-compliance, customary restrictions on the transfer of GPH Shares for
reasons relating to applicable law, regulatory requirements or otherwise, and
various other changes to the governance and constitution of GPH as described
in the Offer Document and otherwise.

 

Settlement of Consideration

 

Except as provided in paragraph 7 of Part B of Part III of the Offer Document
in the case of certain Overseas Shareholders, settlement of the Consideration
to which any GPH Shareholder (or the first-named shareholder in the case of
joint holders) is entitled under the Offer shall be effected in accordance
with the timetable set out in the Extension Announcement.

 

Interests in securities

 

As at the close of business in London on 23 August 2024 (being the last
Business Day prior to the date of this announcement), the interests in, or
rights to subscribe in respect of, relevant GPH securities (including Valid
Acceptances) held by Bidco were:

 

 Name                       Nature of interest       Number of GPH Shares  Percentage of GPH's issued share capital
 Global Ports Holding B.V.  Ownership of GPH Shares  45,068,066            58.48
 Global Ports Holding B.V.  Valid Acceptances        23,835,233            30.92

 

Except for these interests, as at the close of business in London on 23 August
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.

 

The percentages of GPH Shares referred to in this announcement are based on a
figure of 77,069,626 GPH Shares in issue as at the close of business in London
on 23 August 2024 (being the last Business Day prior to the date of this
announcement), in accordance with information publicly available to GIH and
Bidco as at the date of this announcement.

 

Cancellation of listing of GPH and re-registration

 

On 9 August 2024, GPH announced that the Delisting became effective from 8.00
a.m. (London time) on that date. As stated in the Offer Document and the
Delisting Announcement, the last date of trading in GPH Shares was 8 August
2024.

 

The Delisting has significantly reduced 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 GPH Shareholders who have not accepted
the Offer remain minority shareholders in a majority-controlled unlisted
company and may be unable to sell their GPH Shares. As majority shareholders,
GIH and Bidco are 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.

 

There can be no certainty that the minority GPH Shareholders will 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 is no longer 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.

 

As stated above, as GIH and Bidco have obtained over 75 per cent. of GPH's
voting rights, by virtue of acceptances of the Offer or otherwise, GIH and
Bidco are in a position to ensure the approval of special resolutions. GIH and
Bidco therefore intend to procure that GPH is re-registered as a private
company. In addition, GIH and Bidco intend to procure that GPH's articles of
association are changed to introduce various provisions suitable for a
privately-controlled, unlisted company where they are in the best interests of
GPH and its shareholders as a whole, including, for example, the
disapplication of pre-emption rights for the issue of additional ordinary
shares in GPH, a right of the Company to require shareholders to disclose
beneficial interests in GPH Shares and customary consequences for
non-compliance, customary restrictions on the transfer of GPH Shares for
reasons relating to applicable law, regulatory requirements or otherwise, and
various other changes to the governance and constitution of GPH as described
in the Offer Document and otherwise.

 

Questions

 

If GPH Shareholders have any questions about this announcement or the Offer
Document, please contact the Equiniti Limited, the Receiving Agent on +44 371
384 2050 between 8.30 a.m. and 5.30 p.m. (London time). Calls to the Receiving
Agent from outside the UK are charged at applicable international rates.
Different charges may apply to calls made from mobile phones and calls may be
recorded and monitored randomly for security and training purposes. The
Receiving Agent cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice. You are reminded that, if you are a CREST
Sponsored Member, you should contact your CREST Sponsor before taking any
action.

 

Enquiries:

 

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

Further information

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

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.

Additional information for US investors

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

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

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

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

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

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

Electronic communications

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

Publication on website

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

Requesting hard copy documents

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

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