[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
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Update Notification Flag
Evet (Yes)
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Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
14.06.2024
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Postponed Notification Flag
Hayır (No)
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Announcement Content
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Explanations
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Following our announcement dated 14 June 2024 that, as the controlling shareholder we intended to seek delisting of Global Ports Holding Plc ("GPH"), while considering a possible cash offer to be implemented by our wholly owned subsidiary Global Ports Holding BV ("BV"); the GPH board has concluded after careful consideration that the delisting is most likely to promote the success of the Company in the interests of its shareholders as a whole; and GIH has today announced that it is making an offer for the GPH shares it does not already own in GPH in conjunction with GPH delisting from the London Stock Exchange.

GPH has therefore today announced that it is making an application to cancel the listing of the GPH shares from the London Stock Exchange (the "Delisting"). As GPH is listed on the standard listing segment of the Official List, no shareholder approval is required for the Delisting. Accordingly, it is intended that the Delisting will become effective from 8.00 a.m. on 9 August 2024.

In order to provide a liquidity opportunity for GPH shareholders in connection with the Delisting, under which they may sell all or some of their GPH Shares for cash, the boards of GIH and Global Ports Holding B.V., a wholly owned-subsidiary of GIH, ("Bidco") have announced the terms of an unconditional recommended cash offer to be made by GIH through Bidco to acquire the entire issued share capital of GPH (excluding GPH shares held by GIH, Bidco and "associates" of Bidco (as such term is defined in section 988 of the UK Companies Act 2006) ("GIH Shareholders") (the "Offer").

The Offer is not subject to any minimum level of acceptances or any other conditions and is therefore unconditional and values the entire issued share capital of GPH at approximately US$ 310 million on a fully diluted basis.

Under the terms of the Offer, GPH shareholders (other than GIH Shareholders) will be entitled to receive US$ 4.02 in cash for each GPH share.

GIH established the GPH group as an infrastructure investment vehicle in 2004 and remains the majority shareholder, with a current direct and indirect shareholding of 58.9640%. Since inception, with the support of GIH, GPH has expanded to become the world's largest independent cruise port operator, with an established presence across the Mediterranean, Atlantic, Caribbean and Asia Pacific. GPH was listed on the London Stock Exchange in 2017 (standard listing segment).

GIH believes that while GPH's listing helped to raise the profile of GPH initially, for the past several years due to the continuing low trading liquidity in the shares, GIH believes that GPH's listing significantly hinders GPH, and GPH would be best positioned to continue its next phase of growth as a private company.

GIH believes that as an infrastructure group, GPH should be able to freely execute growth strategies and have access to flexible long-term financing to remain competitive. Private ownership would therefore enable GPH to better execute its strategy of continuing to expand and develop its cruise port portfolio globally, without the distraction, challenges and costs of the requirements of being a publicly listed company.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Respectfully announced to the public