News & Events
Firm Offer

IMPORTANT NOTICE

Recommended offer for the entire issued and to be issued share capital of Global Ports Holding PLC (“GPH”) by Global Yatırım Holding A.Ş. (“GIH”) through its wholly-owned subsidiary Global Ports Holding B.V. (“Bidco”) (the “Offer”).

YOU ARE ATTEMPTING TO ENTER AN AREA OF THE WEBSITE (THE “MICROSITE”) WHICH IS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC VERSIONS OF MATERIALS RELATING TO THE OFFER.

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH GPH REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY GPH AND GIH RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE”). THIS INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Please read this notice carefully. It applies to all persons who view the Microsite and, depending upon who you are and where you are located, it may affect your rights and responsibilities. GPH reserves the right to amend or update this notice from time to time, and you should, therefore, read it in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at GPH’s sole discretion and without notice.

The Information does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are or may be the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Offer will be set out in the offer documentation made available to GPH’s shareholders (“Offer Document”). In considering the Offer, shareholders of GPH should only rely on the information contained, and procedures described, in the Offer Document.

 

Access to the Microsite

To allow you to view the Information about the Offer, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE” and you will not be able to view information about the Offer. This notice applies to all persons who view the Information and, depending on where you are located, may affect your rights or responsibilities. This notice may be updated at any time and you should, therefore, read it each time you visit this Microsite.

 

Overseas Persons

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons resident outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.

The Information 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 Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

You should not download, forward, mail, transmit or show the Information contained on the Microsite (in whole or in part). In particular, you, and persons receiving such documents (including custodians, nominees and trustees) must not forward or transmit the announcements, information or documents contained therein from, into or within any Restricted Jurisdiction.

 

Notice to US Investors

This announcement and the Microsite relate to an Offer 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 during the period that 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. 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 Bidco and GIH 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 on the Microsite and in the Offer documentation has been or will have been prepared in accordance with International 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.

The receipt of cash pursuant to the Offer by a U.S. shareholder of GPH as consideration for the transfer of its shares in GPH 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. U.S. shareholders of GPH are urged to consult their independent professional advisers immediately regarding the tax consequences of the Offer applicable to them.

It may be difficult for U.S. shareholders of GPH to enforce their rights and any claim arising out of the U.S. federal securities laws, since GIH, Bidco and GPH are located in a non-U.S. jurisdiction, and some or all of their officers and directors are residents of non-U.S. jurisdictions. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

Neither the U.S. Securities and Exchange Commission nor any securities commission of any state, territory or possession of the United States has approved or disapproved (or will approve or disapprove) the Offer, or pass upon the fairness of the Offer or pass upon the adequacy or accuracy or otherwise of any of the Information. Any representation to the contrary is a criminal offence in the United States.

 

Basis of access

The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information has been prepared for the purposes of complying with English law and the Code and the Information may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. None of GPH nor any of its advisors, nor GIH or Bidco or any of their advisers, assumes any responsibility for any violation by any person of any of these restrictions.

 

Responsibility

The Information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither GPH nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. In addition, the Information may be amended at any time, in whole or in part, without notice.

In relation to any Information contained in the Microsite, the only responsibility accepted by the directors of GPH is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of GPH, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.

 

Forward-looking statements

The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding the current expectations of the management of GPH and Bidco, financial condition, business strategy, plans and objectives of management of GPH and Bidco for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” or their negative equivalents and words or terms of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions made prove incorrect, actual results may differ materially from those expected, estimated or projected. Readers are therefore cautioned not to place undue reliance on such statements. The important factors that could cause GPH’s, GIH’s and Bidco’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the satisfaction of any conditions to the Offer. These forward-looking statements speak only as of the date of the respective documents. GPH, GIH and Bidco expressly disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required). Neither GPH, GIH and Bidco, nor any of their respective associates or directors, officers or advisers provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Microsite will actually occur. You are therefore cautioned not to place undue reliance on these forward-looking statements.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

 

Other

If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

This notice shall be governed by and interpreted in accordance with English law.

 

Acceptance of Disclaimer

Viewers will confirm their understanding of the disclaimer by pressing “CONFIRM”, and could, if required, then be asked to verify their location before access to the documents is granted.

Electronic versions of the Information are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Microsite.

Confirmation of understanding and acceptance
In order to view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations: If you are not able to give these confirmations (as applicable), we cannot provide you with the Information and you should click on the “DECLINE” box below.
I have read and understood the notice set out above and agree to be bound by its terms.
I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws, rules or regulations of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction
I agree that I will not copy, print, forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person at any time. I represent and warrant to GPH that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.