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