DJ Notice of Intention to Delist From the London Stock Exchange
Global Ports Holding PLC (GPH)
Notice of Intention to Delist From the London Stock Exchange
11-Jul-2024 / 07:00 GMT/BST
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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 Aysegül 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 Yatirim Holding A.S ("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 USD4.02 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 ov
er 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.
----------------------------------------------------------------------------------------------------------------------- Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BD2ZT390 Category Code: MSCH TIDM: GPH LEI Code: 213800BMNG6351VR5X06 Sequence No.: 333364 EQS News ID: 1943857 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
July 11, 2024 02:00 ET (06:00 GMT)
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