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Global Ports Holding PLC (GPH)
Form 8 - Global Ports Holding PLC
30-Jun-2022 / 15:42 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
This OPD replaces that released by Global Ports Holding PLC on 29 June 2022 at 16:36 BST and also the Form 8.3 released by Global Ports Holding PLC on behalf of Global Yatırım Holding A.Ş. on 29 June 2022 at 7.00 BST
1. KEY INFORMATION
| (a) Full name of discloser: |
Global Ports Holding plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
n/a |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree |
Global Ports Holding plc |
| (d) Is the discloser the offeror or the offeree? |
OFFEREE |
(e) Date position held:
The latest practicable date prior to the disclosure |
28/6/22 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A” |
NO
If YES, specify which: |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
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|
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Interests |
Short positions |
| Number |
% |
Number |
% |
| (1) Relevant securities owned and/or controlled: |
0 |
n/a |
0 |
n/a |
(2) Cash-settled derivatives:
|
0 |
n/a |
0 |
n/a |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
0 |
n/a |
0 |
n/a |
TOTAL: |
0 |
n/a |
0 |
n/a |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: |
None |
| Details, including nature of the rights concerned and relevant percentages: |
None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
Total interests held by Global Yatırım Holding A.Ş = 39,291,933 ordinary shares in Global Ports Holding PLC (representing 62.54%)
This is comprised of:
- Global Ports Holding BV (wholly-owned subsidiary of Global Yatırım Holding A.Ş) holding 39,250,601 ordinary shares in Global Ports Holding PLC (representing 62.47%)
- Global Yatirim Holding A.Ş holding 41,332 ordinary shares in Global Ports Holding PLC (representing 0.07%)
It is to be noted that Mehmet Kutman, who is the Chairman and CEO of Global Ports Holding PLC, holds a 32.06% stake in Global Yatırım Holding A.Şand therefore also holds an indirect interest in Global Ports Holding PLC of 19.92% (through the 62.54% holding of Global Yatırım Holding A.Ş. described above).
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none” |
None
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(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) |
NO |
| Supplemental Form 8 (SBL) |
NO |
Date of disclosure:
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30 / 6 / 2022 |
Contact name:
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Martin Brown |
Telephone number:
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+44 7947163687 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
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