DJ Notice of Intention to Delist From the London Stock Exchange

Global Ports Holding PLC (GPH) 
Notice of Intention to Delist From the London Stock Exchange 
11-Jul-2024 / 07:00 GMT/BST 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. 
THIS ANNOUNCMENT CONTAINS INSIDE INFORMATION 
 
11 July 2024 
Global Ports Holding PLC 
NOTICE OF INTENTION TO DELIST FROM THE LONDON STOCK EXCHANGE 
Global Ports Holding Plc (the "Company"), the world's largest independent cruise port operator, refers to its shares 
(ISIN: GB00BD2ZT390) (the "Shares") which are admitted to listing on the standard 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 (the "LSE"). 
The Company hereby gives notice that, having extensively reviewed and evaluated the advantages and disadvantages of the 
Company retaining its listing on the standard segment of the Official List of the FCA and to trading on the main market 
for listed securities of the LSE, the eligible directors of the Company, being Aysegül Bensel, Ercan Ergül, and Jérôme 
Bayle (the "Eligible Directors") have resolved to request that: (i) the FCA cancel the listing of the Company's Shares 
on the standard listing segment of the Official List of the FCA; and (ii) the LSE cancel the admission to trading of 
the Company's Shares on the main market for listed securities of the LSE (together the "Delisting"). 
The Company also notes the recommended unconditional offer by Global Ports Holding B.V. ("Bidco") (the wholly-owned 
subsidiary of Global Yatirim Holding A.S ("GIH")) for the entire issued and to be issued share capital of the Company 
(excluding any Shares in the Company already held by Bidco or GIH) announced by GIH on the date hereof (the "Offer"). 
The Offer will provide a cash exit opportunity for shareholders in the Company who may not wish to remain shareholders 
in the Company following Delisting. The Offer is to be made for a price of US USD4.02 per Share and is unconditional and 
the Offer will remain open from today, 9 July 2024 until 1.00 p.m. (British Summer Time) on 9 August 2024. 
In accordance with Listing Rule 5.2.8R, the Company is required to give at least 20 business days' notice of the 
intended Delisting. Accordingly, it is intended that the Delisting will become effective from 8:00 a.m. (British Summer 
Time) 9 August 2024, such that the last date of trading of its Shares on the LSE will be 8 August 2024. 
As the Company is listed on the standard segment of the Official List, no shareholder approval is required for the 
Delisting. 
Reasons for the Delisting 
The Eligible Directors have considered the advantages and disadvantages of delisting on a number of occasions over the 
past few years, and have extensively reviewed and evaluated the benefits and the drawbacks for the Company in respect 
of the Delisting. The Eligible Directors have taken into account numerous factors, both positive and negative, and 
considered the interests of all shareholders of the Company, including the view of GIH as the majority shareholder and 
the views of other shareholders of the Company. 
In particular, the Eligible Directors have considered the following: 
   -- The Company's ability to raise equity financing or other forms of flexible long-term funding to enable it 
  to develop, grow and expand its business. The Eligible Directors consider that the Company's ability to raise such 
  forms of funding on favourable and cost effective terms is hindered by both the low trading liquidity and market 
  capitalisation of the Company. The Eligible Directors believe that delisting would enable the Company to better 
  execute its strategy of continuing to expand and develop its cruise port portfolio globally. 
 
   -- The disclosure requirements (specifically the requirement to announce new business development 
  initiatives and periodical detailed financial information) have a significant negative impact on the Company's 
  competitive position. This is due to the unduly early public disclosure of new initiatives as well as the public 
  disclosure of detailed trading and profitability information which negatively impacts the Company's leverage in 
  pricing negotiation in relation to new business development initiatives and opportunities. 
 
   -- Public ownership requires the Company's management to focus on short-term targets while discouraging the 
  execution of long-term expansion strategies. 
 
   -- The legal, regulatory, and administrative burden to the Company of remaining listed, especially the costs 
  associated with advisers' fees and management time that can otherwise be focused elsewhere, is disproportionate to 
  the benefits derived by the Company. 
 
Accordingly, and following careful consideration, the Eligible Directors have concluded that the Delisting is in the 
best interests of the Company and most likely to promote the success of the Company for the benefit of its shareholders 
as a whole. The Eligible Directors have therefore resolved to effect the Delisting. 
Implications of Delisting 
The Company notes that, following Delisting, shareholders in the Company who do not accept the Offer would own shares 
in a company not admitted to trading, with reduced liquidity and no readily available market price, with a majority 
shareholder able to exercise significant influence. The Delisting will make it more difficult to buy and sell the 
shares in the Company and, as such, the value of the Shares may be affected as a consequence. As majority shareholders, 
GIH and Bidco will continue to be in a position to determine, for example, the composition of the board of directors of 
the Company and management team, the overall strategy of the Company's group, and the dividend policy or cessation of 
any dividends. 
There may also be taxation or other commercial consequences for shareholders who continue to hold Shares in the Company 
following the Delisting. Shareholders who are in any doubt about their tax position should consult their own 
professional independent tax adviser. 
 
Following the Delisting, the Company will no longer be subject to the regulatory and statutory regime which applies to 
companies admitted to the standard segment of the Official List and traded on the main market for listed securities of 
the LSE. As such, shareholders will no longer be afforded the protections given by the rules and regulations relating 
to admission to the Official List ("Listing Rules") and published by the FCA under the Financial Services and Markets 
Act 2000 ("FSMA"), such as the requirement to be notified of certain material developments or events (including 
substantial transactions, financing transactions, related party transactions, and certain acquisitions and disposals) 
and the separate requirements to seek shareholder approval for certain other corporate events such as reverse takeovers 
or fundamental changes in the Company's business. In addition, the Company will no longer be required to disclose 
publicly any change in major shareholdings in the Company under the Listing Rules or the disclosure guidance, 
transparency rules, corporate governance rules and the rules relating to primary information providers published by the 
FCA under the FSMA, and the Company will no longer be subject to the EU Market Abuse Regulation (596/2014), as retained 
by the European Union (Withdrawal) Act 2018, regulating inside information and other matters. 
 
Following the Delisting, the City Code on Takeovers and Mergers (the "Code") (as currently in force) would no longer 
apply to the Company, as it does not have its place of central management and control in the United Kingdom, Channel 
Islands or Isle of Man. 
 
The Code operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to 
decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment by an 
offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed 
to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. 
Whilst the Panel on Takeovers and Mergers (the "Panel") is consulting on certain changes to the application of the 
rules for formerly listed companies, as a result of the Code no longer applying to the Company, shareholders should 
note that the following protections afforded by the Code will no longer apply: 
Equality of treatment 
General Principle 1 of the Code states that all holders of the same class of the securities of a company to which the 
Code applies (a "Code Company") must be afforded equivalent treatment. Furthermore, Rule 16.1 of the Code requires 
that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in a Code 
Company if there are favourable conditions attached which are not being extended to all shareholders. 
Information to shareholders 
General Principle 2 requires that the holders of the securities of a Code Company must have sufficient time and 
information to enable them to reach a properly informed decision on a takeover bid. Consequently, a document setting 
out full details of an offer must be sent to the Code Company's shareholders. 
The opinion of the offeree board and independent advice 
The board of a Code Company is required by Rule 3.1 of the Code to obtain competent independent advice as to whether 
the financial terms of an offer are fair and reasonable and the substance of such advice must be made known to 
shareholders. Rule 25.2 requires the board of the Code Company to send to shareholders and persons with information 
rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board's views 

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