Global Ports Regulatory News (GPH)

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release 14 JULY 2023

Global Ports Holding PLC

(“GPH” or the “Company”)

Issue of New Ordinary Shares

GIH partial debt to equity conversion

GPH today announces that it has entered into a subscription agreement with Global Yatırım Holding A.Ş. ("GIH") dated 13 July 2023 (the “Subscription Agreement”), to issue 5,144,445 new ordinary shares of £0.01 each (the “New Ordinary Shares”) in the capital of the Company at 206.5358 pence per ordinary share (the “Issue Price”) to GIH, in satisfaction of the same amount of the Company’s debt, owed to GIH under a facility agreement dated 4 August 2022 (as amended and restated on 8 June 2023) between the Company and GIH (the “Facility Agreement”) (the “GIH Share Issuance”). The GIH Share Issuance involves the release of USD 13,809,469, out of the total amount owed by GPH to GIH under the Facility Agreement for the New Ordinary Shares at the Issue Price.

Details of the GIH Share Issuance

The Company and GIH entered into the Facility Agreement under which various intercompany balances are outstanding. As originally announced in the trading statement on 15 May 2023, the total amount of subordinated loans received by the Company from GIH as at 31 March 2023 was USD 24.9 million. The Company and GIH have agreed that the Company will issue the New Ordinary Shares to GIH, in consideration of GIH releasing the Company from liabilities under the Facility Agreement, equal to the aggregate subscription price of the New Ordinary Shares. Following the GIH Share Issuance, the outstanding amount under the Facility Agreement will be approximately USD 11.1 million.

The total number of New Ordinary Shares is approximately 8.2 per cent. of the current issued share capital of the Company. The total issued share capital of the Company following the GIH Share Issuance will be 68,038,008 ordinary shares of £0.01 each (inclusive of an additional 66,600 shares to be issued under the Company’s long term incentive plan (“LTIP”)). The New Ordinary Shares will represent 7.6 per cent. of the enlarged issued share capital following completion of the GIH Share Issuance and admission of the LTIP shares. Following the GIH Share Issuance, GIH will own 65.9 per cent. of the enlarged issued share capital of the Company and 58.7 per cent. of the fully diluted share capital of the Company (“FDSC”) (see ‘Warrant Adjustment’ paragraph below).

The Issue Price was fixed based on the volume-weighted average share price over the four-day period following the Company’s preliminary results announcement on 10 July 2023.

The New Ordinary Shares will be issued under the Company’s current share issuance authorities and will be fully paid-up in cash by the release of the liabilities and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Applications will be made for the New Ordinary Shares and the LTIP shares to be admitted to the standard listing 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 plc (the “London Stock Exchange”). It is expected that admission of the New Ordinary Shares (“Admission”) will take place at or around 8.00 a.m. (London time) on or around 20 July 2023 (or such later date or time as the Company may decide). The GIH Share Issuance is subject to the terms of the Subscription Agreement, and conditional upon, inter alia, Admission becoming effective and the Subscription Agreement not being terminated in accordance with its terms.

Following Admission, the Company’s issued share capital admitted to trading will consist of 67,971,408 ordinary shares of GBP 0.01 each (which will increase upon admission of the LTIP shares to 68,038,008 ordinary shares of GBP 0.01 each) following Admission will therefore be 67,971,408 and this figure may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, GPH under the FCA’s Disclosure Guidance and Transparency Rules.

Use of the facilities obtained under the Facility Agreement (the “GIH Facility”)

The GIH Facility was used to fund various capital investments the Company undertook. GPH entered into a 30-year Public-Private Partnership Agreement with the Puerto Rico Port Authority in August 2022. As part of the transaction, a significant investment was required to repair and upgrade the existing cruise port infrastructure (the "Initial Investment Projects"). Expenses relating to the Initial Investment Projects, including specifically those for designers, permit advisors, technical studies and financing preparation, were funded by GPH using the GIH Facility. The majority of these Project Expenses were incurred since the start of 2023.

Other smaller projects requiring funding for startup and project development have also been funded by GIH Facility. These include:

The directors of the Company are therefore satisfied that the GIH Facility was used to fund capital investments of the nature contemplated by the Statement of Principles of Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group. Therefore, the full authority to allot shares non pre-emptively granted to the directors by the members of the Company at the 2022 Annual General Meeting of the Company applies to the GIH Share Issuance.

Reasons for the GIH Share Issuance

GPH continues to pursue its strategic plans in the face of a challenging economic landscape, and the Company is making strong progress towards this. However, this strategic transformation needs to be underpinned by a strong and stable balance sheet. As a result, the Company has decided to complete the GIH Share Issuance to deliver that strengthened position, by reducing the Company’s debt position. The GIH Share Issuance will also have a commensurate financing cost saving for the GPH group going forward.

Related party transaction

Given that GIH is the majority shareholder of the Company, the GIH Share Issuance constitutes a related party transaction under Rule 7.3 of the Disclosure Guidance and Transparency Rules ("DTR") and, pursuant to DTR 7.3.8, no director of the Company who is also a director or associate of GIH took part in the consideration by the Company’s board of directors (the “Board”) of the terms of the GIH Share Issuance, nor voted on the relevant board resolutions approving the GIH Share Issuance.

The Board’s unanimous view is that the GIH Share Issuance is in the best interests of shareholders, as well as wider stakeholders in the Company and the non-conflicted directors, being Jérôme Bernard Jean Auguste Bayle and Ercan Nuri Ergül, have both considered that the GIH Share Issuance promotes the success of the Company and is in the best interests of the Company and its shareholders as a whole and therefore have approved the GIH Share Issuance.

Warrant Adjustment

The GIH Share Issuance constitutes an ‘Adjustment Event’ for the purposes of the warrant instrument dated 14 May 2021 entered into by the Company as part of a five-year, senior-secured loan arrangement with investment funds managed by global investment firm Sixth Street Partners, LLC (collectively, the ‘Investor’), pursuant to which the Company agreed to issue warrants to the Investor carrying the right to subscribe for shares in the Company representing 11.0% of the FDSC. Accordingly, the Investor’s aggregate warrant holdings under the Warrant Instrument will continue to entitle the Investor to receive ordinary shares representing 11.0% of the FDSC.

Inside information

This announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014), as it forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). The directors of the Company are satisfied that any information which constitutes inside information with respect to the shares of the Company has either been published in the preliminary results announcement on 10 July 2023 or set out in this announcement.

The person responsible for releasing this announcement is Alison Chilcott, Company Secretary

For further information:

Global Ports Holding PLC Tel: 020 3911 2315

Mehmet Kutman, Chief Executive Officer

Jan Fomferra, Chief Financial Officer

Martin Brown, Investor Relations Director

Ece Gürsoy, Chief Legal Officer

Website: www.globalportsholding.com/investors/

Background note

GPH is the world’s largest cruise port operator with an established presence in the Caribbean, Mediterranean, Asia-Pacific regions, including extensive commercial port operations in Montenegro. GPH was established in 2004 as an international port operator and is the world’s largest independent cruise port operator. GPH together with its affiliate companies (the “Group”) hold a unique position in the cruise port landscape, and positioned as the world’s leading cruise port brand, with an integrated network of cruise ports serving cruise liners, ferries, yachts and mega-yachts. GPH operates 27 cruise ports in 14 countries and continues to grow steadily, and provides services to over 15 million passengers reaching a market share of 29% in the Mediterranean annually. The Group also has a commercial port operation which specialises in container and general cargo handling. Prior to the GIH Share Issuance, GPH was 63.2% owned directly or through Global Ports Holding B.V., which is a wholly owned subsidiary of GIH - listed on Borsa Istanbul (BIST) under the ticker "GLYHO".

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This announcement (the "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.

No public offering of the New Ordinary Shares is being made in the United States, United Kingdom or elsewhere. All offers of the New Ordinary Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") or the Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time, (the "UK Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended from time to time ("FSMA") does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at: (a) in Member States of the European Economic Area persons who are "qualified investors" within the meaning of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, persons who are "qualified investors" (within the meaning of article 2(e) of the UK Prospectus Regulation) who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons, if in the United Kingdom, or Qualified Investors, if in a Member State of the European Economic Area. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, or by any of its or their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this Announcement and/or the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of their affiliates that would, or which is intended to, permit an offering of the New Ordinary Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to New Ordinary Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the GIH Share Issuance. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

The New Ordinary Shares to be issued pursuant to the GIH Share Issuance will not be admitted to trading on any stock exchange other than the main market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement has not been approved by the FCA or the London Stock Exchange.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.