Selamlar,
UK de GPH tan RNS (KAP) geldi. Holding GPH taki payn arttrm. Henuz TR tarafnda bir KAP bildirimi yok, bence yollamak zorundalar, bu akam gelir muhtemelen. nk GLYHO nun GPH taki sahiplik oran artyor (%65.9 a cikiyor)...
Hayirli olsun.
GPH today announces that it has entered into a subscription agreement with Global Yatrm Holding A.. ("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:
Prince Rupert startup expenses, such as office, signage, OPEX support prior to season start, miscellaneous smaller investments etc.
St. Lucia business development expenses, including project development and negotiation of concession agreement and financing etc.
Las Palmas & Tarragona capital expenditure towards the commitment under the respective Concession Agreements.
Antigua capital expenditure projects for Heritage mall renovation, project development, and design expenses for upland development.
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 Jrme Bernard Jean Auguste Bayle and Ercan Nuri Ergl, 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 Grsoy, 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.
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