REG - Global Yatirim Hldg Global Ports Hldg - Extension of Offer

Global Yatirim Holding ASAnnouncement

09/08/2024 14:00

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RNS Number : 9466Z  Global Yatirim Holding AS  09 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

 

9 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"))

 

EXTENSION OF OFFER

 

ACCEPTANCE LEVEL UPDATE

 

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"), 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.

 

The boards of directors of each of GIH and Bidco note that, earlier today, GPH
announced that the Delisting became effective from 8.00 a.m. (London time)
today.

 

The boards of directors of each of GIH and Bidco are pleased to announce an
extension of the time and date by which the Offer can be accepted. Now that
the Delisting is effective, GIH and Bidco are providing a further liquidity
opportunity for GPH Shareholders. The Offer shall now be open for acceptance
until 1.00 p.m. on 23 August 2024 (being 14 calendar days from the date of
this announcement). There can be no certainty that the Offer will be further
extended or 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. GPH Shareholders who
have not yet accepted the Offer are therefore urged to do so as soon as
possible and while the Offer remains open for acceptance. Further details are
set out below.

 

Acceptance level update

 

Further to the acceptance level update announced by GIH and Bidco earlier
today, in accordance with Rule 17 of the Code, GIH and Bidco are pleased to
announce that, as at 10:30 a.m. (London time) today, 9 August 2024, valid
acceptances of the Offer ("Valid Acceptances") had been received in respect of
a total of 10,156,878 GPH Shares, representing approximately 13.18 per cent.
of GPH's existing issued share capital. Accordingly, GIH and Bidco now own,
directly or indirectly, 55,224,944 GPH Shares, representing approximately
71.66 per cent. of GPH's existing issued share capital. So far as GIH and
Bidco are aware, these numbers of GPH Shares do not include acceptances by GIH
and Bidco's deemed concert parties, whose GPH Shares are further detailed
below.

 

GPH Shareholders are reminded that the Offer is not subject to any minimum
level of acceptances or any other conditions and is therefore unconditional.

 

Extension of Offer

 

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

 

 Event                                                                           Time and/or date

 Announcement of the Offer                                                       11 July 2024

 Publication and posting of the Offer Document and the Form of Acceptance        11 July 2024

 Last date of trading in the GPH Shares                                          8 August 2024

 Cancellation of listing of GPH Shares                                           9 August 2024

 Last time and date by which the Offer could be accepted under original Offer    1.00 p.m. (London time)
 timetable

                                                                               on 9 August 2024

 Latest date for the settlement of Consideration to GPH Shareholders who         15 August 2024
 accepted the Offer on or prior to 1.00 p.m. (London time) on 1 August 2024
 (being the 21st day following the date on which the Offer Document was
 published)

 Latest date for the settlement of Consideration to GPH Shareholders who accept  14 calendar days
 the Offer after 1.00 p.m. (London time) on 1 August 2024 and on or prior to

 1.00 p.m. on 9 August 2024                                                      of such receipt

 Last time and date by which the Offer can be accepted                           1.00 p.m. (London time)

                                                                                 on 23 August 2024((1))

 Latest date for the settlement of Consideration to GPH Shareholders who accept  14 calendar days
 the Offer after 1.00 p.m. (London time) on 9 August 2024 and on or prior to

 1.00 p.m. on 23 August 2024                                                     of such receipt

 

Note:

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

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 above.

 

Interests in securities

 

As at the close of business in London on 8 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 and by deemed concert parties of GIH and 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                 10,156,878            13.18
 Istanbul Portföy Yönetimi A.Ş. (deemed concert party)      Holder of interest in GPH Shares  2,986,226             3.87
 Global MD Portföy Yönetimi A.Ş. (deemed concert party)     Holder of interest in GPH Shares  1,000,000             1.3

 

Except for these interests, as at the close of business in London on 8 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 8 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.

 

Action to be taken by GPH Shareholders

 

GPH Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible but in any event by no later than 1.00 p.m. (London time) on
23 August 2024, when the Offer will close for acceptance, in accordance with
the following procedures:

 

·      To accept the Offer in respect of certificated GPH Shares (that
is, not in CREST), the Form of Acceptance accompanying the Offer Document
should be completed, signed and returned with the relevant share
certificate(s) and/or other document(s) of title as soon as possible and, in
any event, so as to be received by Equiniti Limited, the Receiving Agent at
Equiniti, Corporate Actions, Aspect House Spencer Road, Lancing, West Sussex
BN99 6DA, not later than 1.00 p.m. (London time) on 23 August 2024, when the
Offer will close for acceptance. Further details relating to the procedure for
acceptance of the Offer in respect of such certificated GPH Shares is set out
in paragraph 12(a) of Part I of the Offer Document and in the Form of
Acceptance.

 

·      To accept the Offer in respect of uncertificated GPH Shares (that
is, in CREST), acceptances should be made electronically through CREST so that
the TTE instruction settles not later than 1.00 p.m. (London time) on 23
August 2024, when the Offer will close for acceptance. If you are a CREST
Sponsored Member you should refer to your CREST Sponsor as only your CREST
Sponsor shall be able to send the necessary TTE instruction to Euroclear.
Further details relating to the procedure for acceptance of the Offer in
respect of such uncertificated GPH Shares are set out in paragraph 12(b) of
Part I of the Offer Document.

 

Full details on how to accept the Offer are set out in paragraph 12 of Part I
of the Offer Document, and Part C and Part D of Part III of the Offer
Document.

 

Cancellation of listing of GPH, squeeze-out and re-registration

 

The boards of directors of each of GIH and Bidco note that, earlier today, GPH
announced that the Delisting became effective from 8.00 a.m. (London time)
today. 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 do not accept the
Offer will 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.

 

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
be in a position to ensure the approval of special resolutions. 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, for example, disapply pre-emption rights for the issue of additional
ordinary shares in GPH for cash and make various other changes to the
governance and constitution of GPH as described in the Offer Document and
otherwise.

 

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.

 

Questions

 

If GPH Shareholders have any questions about this announcement, the Offer
Document, on the completion and return of the Form of Acceptance, or otherwise
relating to the procedure for acceptance of the Offer, 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 (or, in the event that the Offer
is implemented by way of a Scheme, the Scheme Document) which contains the
full terms and conditions of the Offer, including details of how to accept the
Offer. Any decision in respect of, or other response to, the Offer, should be
made only on the basis of information contained in the Offer Document (or, in
the event that the Offer is implemented by way of a Scheme, the Scheme
Document).

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

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

Disclaimers

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the UK by the FCA and the PRA, is acting exclusively for GIH and
Bidco and for no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than GIH and Bidco
for providing the protections afforded to clients of Citi nor for providing
advice in connection with the matters referred to in this announcement.
Neither Citi nor any of its affiliates, directors or employees owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein or otherwise.

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

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority and is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser exclusively for GPH and no one else in connection with the
matters set out in this announcement save that Berenberg is not providing
advice in connection with the Delisting) and will not be responsible to anyone
other than GPH for providing the protections afforded to clients of Berenberg
for providing advice in connection with any matter referred to herein. Neither
Berenberg nor any of its affiliates (nor their respective partners
(persönlich haftende Gesellschafter) directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Berenberg in connection with
this announcement, any statement contained herein, the Offer or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together or individually, "Shore Capital"), which are authorised and
regulated in the United Kingdom by the FCA, are acting as financial adviser
exclusively for GPH and no one else in connection with the matters referred to
in this announcement (save that Shore Capital is not providing advice in
connection with the Delisting) and will not regard any other person as their
client in relation to such matters and will not be responsible to anyone other
than GPH for providing the protections afforded to clients of Shore Capital,
nor for providing advice in relation to any matter referred to in this
announcement. Neither Shore Capital nor any of their affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with the matters
referred to in this announcement, any statement contained herein or otherwise.

Overseas Jurisdictions

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

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

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

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

Additional information for US investors

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

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

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

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

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

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

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

Forward-Looking Statements

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

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

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

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

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the tenth (10(th)) Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 p.m. (London time) on the tenth (10(th)) Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

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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