For immediate release 18 JULY 2024 Global Ports Holding PLC (“GPH” or the “Company”) On 11 July 2024, Global Yat?r?m Holding A.? (‘GIH’) announced an unconditional cash offer (the “Offer”) of USD 4.02 per ordinary share for the entire issued and to be issued share capital of the Company (excluding any shares in the Company already held by GIH or Global Ports Holding B.V. (‘GPH BV’, GIH’s wholly-owned subsidiary and the Company’s largest and controlling shareholder). Having regard to the Offer, the Company’s board of Directors (‘Board’) resolved that all unvested share-based incentive awards allocated to below-Board employees should vest immediately in accordance with the terms of the long-term incentive share plan (‘LTIP’), and the underlying shares should be issued without a holding period to provide the recipients with the opportunity to sell them into the Offer. Accordingly, GPH today announces the issue of 636,500 new ordinary shares of £0.01 each (the “LTIP Shares”) in the capital of the Company at an issue price equal to nominal value per the terms of the LTIP. The table below sets out PDMR participation which is part of the total LTIP Shares issuance. The notification of Dealing Forms for each PDMR can be found at the end of this announcement.
PDMR
Number of Shares to be acquired under LTIP
Ece Gürsoy
90,000
Jan Fomferra
90,000
Stephen Xuereb
80,000
Javier Rodriguez
55,000
Michael John Maura
47,0001
Aziz Güngör
37,000
1 Mr. Maura will also acquire 4,200 ordinary shares issued in August 2023 and currently held by the LTIP trustee, bringing the total number of shares being acquired by him to 51,200. Applications will be made for the LTIP Shares to be admitted to the standard listing segment of the Official List of the Financial Conduct Authority (“FCA”) and to trading on the main market for listed securities of the London Stock Exchange plc. It is expected that admission of the LTIP Shares (“Admission”) will take place at or around 8.00 a.m. (London time) on or around 24 July 2024 (or such later date or time as the Company may decide). Following Admission, the Company will have 77,069,626 ordinary shares of £0.01 each in issue, of which the LTIP Shares, together with 66,600 shares issued under the LTIP in August 2023, will add up to a total of 703,100 shares and represent approximately 0.91% of the Company’s outstanding share capital. GPH does not hold any ordinary shares in treasury and therefore the total number of ordinary shares in the Company with voting rights will be 77,069,626. 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. Rule 2.9 Disclosure In accordance with Rule 2.9 of the Code, Global Ports Holding PLC confirms that, following Admission, it has in issue 77,069,626 ordinary shares of 1 penny each. Global Ports Holding PLC does not hold any ordinary shares in treasury. The International Securities Identification Number (“ISIN”) number of the ordinary shares is GB00BD2ZT390. The person responsible for releasing this announcement is Alison Chilcott, Company Secretary For further information: Global Ports Holding PLC Tel: 020 3911 2315 Alison Chilcott, Company Secretary Martin Brown, Investor Relations Director Website: www.globalportsholding.com/investors/ This notification is made in accordance with the requirements of the UK Market Abuse Regulation.
1
Details of the person discharging managerial responsibilities
(a)
Name
Ece Gürsoy
2
Reason for the notification
(a)
Position/status
Chief Legal Officer of GPH
(b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)
Name
Global Ports Holding PLC
(b)
LEI
213800BMNG6351VR5X06
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)
Description of the financial instrument, type of instrument Identification code
Ordinary shares of £0.01 each ISIN: GB00BD2ZT390
(b)
Nature of the transaction
Acquisition of 90,000 new ordinary shares of £0.01 each awarded under the LTIP
(c)
Price(s) and volume(s)
Prices(s)
Volume(s)
£0.01 per share
90,000 ordinary shares
(d)
Aggregated Information, Aggregated volume, Prices
N/A
(e)
Date of the transaction
13 July 2024 (UK timezone)
(f)
Place of the transaction
London Stock Exchange
1
Details of the person discharging managerial responsibilities
(a)
Name
Jan Fomferra
2
Reason for the notification
(a)
Position/status
Chief Financial Officer of GPH
(b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)
Name
Global Ports Holding PLC
(b)
LEI
213800BMNG6351VR5X06
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)
Description of the financial instrument, type of instrument Identification code
Ordinary shares of £0.01 each ISIN: GB00BD2ZT390
(b)
Nature of the transaction
Acquisition of 90,000 new ordinary shares of £0.01 each awarded under the LTIP
(c)
Price(s) and volume(s)
Prices(s)
Volume(s)
£0.01 per share
90,000 ordinary shares
(d)
Aggregated Information, Aggregated volume, Prices
N/A
(e)
Date of the transaction
13 July 2024 (UK timezone)
(f)
Place of the transaction
London Stock Exchange
1
Details of the person discharging managerial responsibilities
(a)
Name
Stephen Xuereb
2
Reason for the notification
(a)
Position/status
Chief Operating Officer of GPH
(b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)
Name
Global Ports Holding PLC
(b)
LEI
213800BMNG6351VR5X06
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)
Description of the financial instrument, type of instrument Identification code
Ordinary shares of £0.01 each ISIN: GB00BD2ZT390
(b)
Nature of the transaction
Acquisition of 80,000 new ordinary shares of £0.01 each awarded under the LTIP
(c)
Price(s) and volume(s)
Prices(s)
Volume(s)
£0.01 per share
80,000 ordinary shares
(d)
Aggregated Information, Aggregated volume, Prices
N/A
(e)
Date of the transaction
13 July 2024 (UK timezone)
(f)
Place of the transaction
London Stock Exchange
1
Details of the person discharging managerial responsibilities
(a)
Name
Javier Rodriguez
2
Reason for the notification
(a)
Position/status
Regional Director, West Med & Asia
(b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)
Name
Global Ports Holding PLC
(b)
LEI
213800BMNG6351VR5X06
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)
Description of the financial instrument, type of instrument Identification code
Ordinary shares of £0.01 each ISIN: GB00BD2ZT390
(b)
Nature of the transaction
Acquisition of 55,000 new ordinary shares of £0.01 each awarded under the LTIP
(c)
Price(s) and volume(s)
Prices(s)
Volume(s)
£0.01 per share
55,000 ordinary shares
(d)
Aggregated Information, Aggregated volume, Prices
N/A
(e)
Date of the transaction
13 July 2024 (UK timezone)
(f)
Place of the transaction
London Stock Exchange
1
Details of the person discharging managerial responsibilities
(a)
Name
Michael John Maura
2
Reason for the notification
(a)
Position/status
Regional Director, Americas
(b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monit
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