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, 12 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. Any offer to acquire the Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in certain prospectuses to be published in connection with such offering.

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"). Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") 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.

ANNOUNCEMENT OF OFFER PRICE

Following its announcement on 2 May 2017 of indicative price range and offer launch, Global Ports Holding ("GPH" or the "Company"), the sole independent cruise port operator in the world, today announces the successful pricing of its initial public offering (the "IPO" or "Offer") at 740 pence per Share (the "Offer Price"). Based on the Offer Price, the market capitalisation of the Company will be approximately £464.9 million at the commencement of conditional dealings on the main market of the London Stock Exchange.

Emre Sayin, Chief Executive Officer of Global Ports Holding, said:

"We have been very pleased with the strong interest in our offer, and we would like to thank our investors for supporting us during this exciting time for our business. We are proud of our unique business model and ambitious plans for the future, which will create value for all our stakeholders. We look forward to delivering on our strategy and continuing to explore new growth opportunities."

Mehmet Kutman, Chairman / Co-Founder of Global Ports Holding, said:

"The announcement today is a significant moment for Global Ports Holding and I would like to welcome our new shareholders who share our exciting vision. I would also like to thank my colleagues who have worked so hard to deliver on the original ambition of my late partner, Gregory Michael Kiez, who was the Co-Founder of this unique business. We look forward with confidence to the next stage of our development as a listed company."

Offer Highlights

· The Offer Price has been set at 740 pence per Share.

· Based on the Offer Price, the total market capitalisation of GPH at the commencement of conditional dealings will be approximately £464.9 million.

· The Offer comprises 20,871,902 Shares equating to an offer size of £154.5 million, representing 33.2 per cent. of GPH's share capital on Admission, excluding the Over-allotment Option.

· Global Ports Holdings B.V. ("GPH BV"), which is a wholly owned subsidiary of Global Yatirim Holding A.S. ("GIH"), has granted Barclays Capital Securities Limited, an affiliate of Barclays Bank PLC, as stabilising manager, the Over-allotment Option up to 3,130,785 Shares, representing up to 15 per cent. of the Shares comprised in the Offer.

· Immediately following Admission, the issued share capital of GPH will be 62.8 million shares.

· The Company will receive net proceeds of approximately £51.7 million which will be used to develop and expand the cruise business.

· GPH BV and EBRD each have sold 10,242,799 and 2,802,140 shares respectively, prior to any exercise of the Over-allotment Option.

· GPH BV and EBRD will receive gross proceeds of approximately £75.8 million and £20.7 million respectively pursuant to the Offer, assuming no exercise of the Over-allotment Option (and excluding fees and expenses). If the Over-allotment Option were exercised in full, gross proceeds raised by GPH BV would be approximately £99.0 million.

· Following Admission and assuming no exercise of the Over-allotment Option, GPH BV and EBRD will hold 61.7 and 5.0 per cent. respectively of the Company's issued share capital.

· 87.6 per cent. of the Offer has been allocated to institutions under the Institutional Offer and 12.4 per cent. of the Offer has been allocated to retail investors under the Intermediaries Offer.

· Retail investors who applied for up to £10,000.00 of Shares have been allocated in full. Those who applied for more than £10,000.00 have been allocated the first £10,000.00 of their demand in full plus 75.0% of the excess amount, subject to a maximum total allocation of £77,492.80 (10,472 Shares). In all cases such allocation has been rounded down to the nearest whole share.

Admission and Dealings

· Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 am on 12 May 2017 under the symbol "GPH" and ISIN GB00BD2ZT390. Investors should note that only investors who applied for, and were allocated, Shares in the Institutional Offer or (save in certain circumstances) the Intermediaries Offer will be able to deal in the Shares on a conditional basis.

· Admission is expected to become effective, and unconditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 am on 17 May 2017.

· The Pricing Statement relating to the Offer will be submitted to the UKLA and, following publication, will be available free of charge at GPH's head office at Rıhtım Cad. No: 51, Karaköy 34425,

· Istanbul. In addition, the Pricing Statement will (subject to certain restrictions) be made available on GPH's website at http://www.globalports.com.tr/ipo.php.

Further Information

· Subject to certain customary exceptions, a lock up period will be in place for the Company, GPH BV, GIH and EBRD (for a period of 180 days from Admission) prohibiting the further sale of Shares without the prior written consent of the Joint Global Coordinators.

· In relation to the Offer and Admission, Barclays Bank PLC, Citigroup Global Markets Limited and Goldman Sachs International have been appointed as Joint Global Coordinators, and together with VTB Capital plc as Joint Bookrunners. Shore Capital is acting as Lead Manager.

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

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Barclays Bank PLC solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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"). Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") 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. Any offer to acquire the Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in certain prospectuses to be published in connection with such offering (including the Prospectus).

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 may over-allot securities or 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.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness .All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus.

Forward-looking statements

Certain statements contained in this announcement, including any information as to the Company's strategy, plans or future financial or operating performance constitute "forward looking statements". These forward-looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors of the Company concerning, amongst other things, the Company's results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.

By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance and the Company's actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward looking statements contained in this announcement.

In addition, even if the Company's results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.