Delisting and Cancellation of Trading

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.

FOR IMMEDIATE RELEASE.

9 August 2024 

Global Ports Holding PLC

DELISTING AND CANCELLATION OF TRADING

Reference is made to the announcement made by Global Ports Holding Plc (the “Company”) on 11 July 2024 of the Company’s intention to (i) cancel the listing of the Company’s shares (ISIN: GB00BD2ZT390) (the “Shares”) on the standard listing segment of the Official List of the Financial Conduct Authority (“FCA”); and (ii) cancel the admission to trading of the Company’s Shares on the main market for listed securities of the London Stock Exchange (“LSE”) (the “Delisting Announcement”).

Further to the Delisting Announcement, the Company announces that the LSE has cancelled the admission to trading of the Company’s Shares on the main market for listed securities and the FCA has cancelled the listing of the Company’s Shares on the standard listing segment of the Official List, in each case with effect from 8:00am (British Summer Time) today, 9 August 2023.

Shareholders of the Company are reminded that the offer by Global Ports Holding B.V. (“Bidco”) (a 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) shall remain open until 1.00 p.m. (British Summer Time) today.

Implications of Delisting

As set out in the Delisting Announcement, the Company notes that, from 8:00 am today, shareholders in the Company who do not accept the Offer will 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. As a result, it shall be more difficult to buy and sell 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. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

From 8:00 am today, 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.

From 8:00 am today, the Code (as currently in force) will 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 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 certain protections afforded by the Code will no longer apply (as summarised in the Delisting Announcement).

Terms used but not defined in this announcement have the same meaning given to them in the Delisting Announcement.

ENDS

Enquiries

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 Holding 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 August 2024. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.