Global Ports Regulatory News (GPH)

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

London, 17 May 2017

These materials shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Global Ports Holding PLC ("Shares") in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC or Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). A prospectus (the "Prospectus") was published on 2 May 2017 by Global Ports Holding PLC ("GPH" or" the "Company") in connection with the admission of its ordinary shares (the "Shares") to the Official List of the UK Listing Authority (the "UKLA") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange") (together, "Admission"). The Prospectus is available on the websites of the London Stock Exchange and the Company (www.globalports.com.tr/ipo.php).

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the Shares has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.

If you do not understand the contents of this document you should consult an authorised financial adviser.

ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE

Further to its announcements on 19 April 2017, 2 May 2017 and 12 May 2017 relating to the initial public offering of its Shares (the "IPO" or "Offer"), Global Ports Holding ("GPH" or the "Company") is pleased to announce that its entire share capital of 62,826,963 Shares has today been admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities under the symbol "GPH".

For further information, please contact:

For media enquiries:

For further information on the Intermediaries Offer, please contact:

Nigel Morris

Intermediaries Offer Coordinator

intermediaries@solid-solutions.co.uk 

+44 (0) 20 7549 1613

IMPORTANT NOTICE

This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC or Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). A Prospectus (the "Prospectus") was published on 2 May 2017 by Global Ports Holding PLC ("GPH" or" the "Company") in connection with the admission of its ordinary shares (the "Shares") to the Official List of the UK Listing Authority (the "UKLA") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange") (together, "Admission"). The final form Prospectus is available on the website of the Company (www.globalports.com.tr/ipo.php).

These materials shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Global Ports Holding PLC ("Shares") in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the Shares has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.

If you do not understand the contents of this document you should consult an authorised financial adviser.

In relation to the Offer, Citigroup Global Markets Limited , Goldman Sachs International and Barclays Bank PLC have been appointed as joint global co-ordinators and joint bookrunners (the "Joint Global Coordinators"), VTB Capital plc as a joint bookrunner and Shore Capital Stockbrokers Limited as lead manager (together with the Joint Global Co-ordinators and VTB Capital plc, the "Underwriters"). STJ Advisors ("STJ") has been appointed as a financial adviser to the Company in relation to the Offer.

The Underwriters, each of which is authorised and regulated by the FCA in the UK, are acting exclusively for the Company and no one else in connection with the Offer. None of the Underwriters will regard any other person (whether or not a recipient of this announcement) as a client in relation to Admission and the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Offer or Admission or any transaction, matter, or arrangement referred to in the Prospectus. STJ, which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively to the Company and no one else in relation to the structuring of the arrangements leading to the Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to Admission and the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the Offer or Admission or any transaction, matter, or arrangement referred to in the Prospectus.

In connection with the Offer, the Underwriters and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by, the Underwriters and any of their affiliates acting as investors for their own accounts. In addition, the Underwriters (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Underwriters (or any of their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Underwriters and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, Global Ports Holding B.V. and EBRD, for which they would have received customary fees. The Underwriters and any of their respective affiliates may provide such services to the Company, Global Ports Holding B.V., EBRD and any of their respective affiliates in the future.

In connection with the offer or sale of the securities referred to herein, the Underwriters have over-allotted securities and may effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading. Any stabilisation action or over-allotment (which may or may not occur) will be conducted by the Underwriters in accordance with all applicable laws and rules and may cease at any time.

None of the Underwriters, STJ or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, Global Ports Holding B.V., EBRD and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.