Global Ports Holding Plc

Eurobond refinancing, growth financing and General Meeting

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce further details of the Group's financing arrangements, as previously announced on 17 May 2021, which will allow the Group to refinance the remaining Eurobond in full with a new five-year term loan facility. 

GPH has entered into a five-year, senior secured loan agreement for up to $261 million with the leading global investment firm Sixth Street. This new investment from Sixth Street will strengthen GPH's balance sheet and provide flexible growth capital for GPH to pursue expansion opportunities at a dynamic juncture in the global cruise industry.

The loan agreement provides for two term loan facilities, an initial five-year term facility of $186.3m and an additional five-year growth facility of up to $75.0m.

The net proceeds of the initial facility, together with existing cash resources, will be used to refinance the outstanding amount of the 8.125% senior unsecured Eurobond, due 14 November 2021, issued by GPH's wholly owned subsidiary Global Liman Isletmeleri A.S. The initial facility will also be used to pay related fees and expenses and general corporate purposes.

The net proceeds of the growth facility are proposed to be used to invest in new port projects and capital expenditure, as well as related fees and expenses.

Under the terms of the loan agreement, GPH will have the ability to select from a range of interest payment options including an all-cash interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate or a PIK-only rate of LIBOR +8.5% up until December 2022.

As part of the financing arrangement with Sixth Street, the Company has agreed to issue warrants to Sixth Street for a subscription price equal to the nominal value per share (the "Warrants") representing 9.0% of GPH's fully-diluted share capital (subject to customary adjustments). As and when the growth facility is utilised, GPH has agreed to issue further Warrants, pro-rata to the utilisation of the $75.0m growth facility, representing up to an additional 3.75% of the fully-diluted share capital. The Warrants will become exercisable upon certain specific events including the acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control.

The issue of the Warrants in connection with the new financing arrangements is conditional on the passing of certain resolutions by shareholders at a General Meeting to be convened on 9 June 2021. Further details of the General Meeting are contained below.

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

 "I am delighted that we have reached this agreement with Sixth Street. This timely financing arrangement and partnership, not only secures our current financing needs for the next five years, it gives us the financial flexibility to take advantage of a significant pipeline of growth opportunities. We look forward to using this capital to continue to expand our business."

Global Ports Holding, Chief Executive Officer Emre Sayin said:

"Securing this loan agreement is an important step in turning the threat of Covid into an opportunity for GPH. As we look to the future, many of our cruise ports have already started to welcome passengers in 2021 and the majority of our ports have calls scheduled to start in the next few weeks. Our commitment to our current and future destinations remains undiminished, while 2020 was a year of uncertainty, 2021 is shaping up to be a year of hope."

General Meeting

GPH expects to send to shareholders today a notice convening a general meeting at 10.00 a.m. on 9 June 2021 (the "Notice of General Meeting"), together with an associated form of proxy.

The issue and allotment by GPH of some of the Warrants to Sixth Street is conditional, inter alia, on the passing of the resolutions at the General Meeting to authorise the Directors to issue the Warrants to Sixth Street under the terms of the financing arrangements. The Board's unanimous view is that the financing arrangement with Sixth Street, including issuing of the Warrants, is in the best interests of the Company, its shareholders, as well as wider stakeholders. The Board therefore recommends that shareholders approve the resolutions at the General Meeting.

If the resolutions are not passed by the requisite majority, Global Yatırım Holding A.Ş., has agreed to enter into a call option agreement prior to the closing of the financing agreements to provide Sixth Street with an equivalent shareholding in the Company.

Further details of the General Meeting, including the resolutions to be put to shareholders, can be found in the Notice of General Meeting, a copy of which can be found at: www.globalportsholding.com.

Copies of the Notice of General Meeting and form of proxy will be submitted to the National Storage Mechanism and will shortly be made available for inspection at: www.morningstar.co.uk/uk/NSM.