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
Company
Secretary
|
Alison Chilcott
|
Telephone: +44 (0) 7752 169
354
|
Email:
alisonc@globalportsholding.com
|
|
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.