Global Yatirim Holding A.S. (IBSE:GLYHO) proposed to acquire remaining 35.82% stake in Global Ports Holding Plc (LSE:GPH) for approximately $110 million on June 14, 2024. Under the terms of the Offer, GPH Shareholders (other than GIH Shareholders) will be entitled to receive for each GPH Share $4.02 in cash. Global Yatirim currently owns 45,068,066 GPH Shares indirectly through Bidco, representing 58.964% of GPH. As stated above the person acting in concert, Mehmet Kutman is the shareholder of Global Yatirim, and therefore has an indirect interest in GPH. Each of Aysegül Bensel, Erol Göker and Serdar Kirmaz are also shareholders of Global Yatirimand therefore have an indirect interest in GPH. In addition, 2,986,226 GPH Shares are held by Istanbul Portföy Yönetimi A.S and 1,000,000 GPH Shares are held by Global MD Portföy Yönetimi A.S, both of which are subsidiaries of Global Yatirim. As at 10 July 2024, 76,433,126 GPH Shares in issue and 636,500 GPH Shares which may be issued on or after the date of this Announcement to satisfy the vesting of awards pursuant to the GPH Share Plan. The Consideration payable to GPH Shareholders by Bidco pursuant to the Offer will be financed by the issuance by Bidco of an amount equal to ?150 million or such greater amount equivalent to $163 million of loan notes to PEIF III Luxco Two S.À R.L. issued pursuant to a note purchase agreement entered into between Bidco and PEIF on 11 July 2024. The subscription price for the Notes may be used for general corporate purposes as well as to fund the Offer. The Offer is not subject to any minimum level of acceptances or any other conditions and is therefore unconditional. The Offer is to be implemented by way of a takeover offer for the purposes of Part 28 of the Companies Act, for the entire issued and to be issued share capital of GPH (excluding GPH Shares held by GIH Shareholders). GIH and/or Bidco reserve the right to elect, with the consent of the Panel and GPH, to implement the Offer by means of a Scheme, as an alternative to the Offer. As the Offer is unconditional from the outset, an accepting shareholder will not be entitled to withdraw an acceptance of the Offer and will not remain open for acceptance indefinitely. As GPH is listed on the standard listing segment of the Official List, no shareholder approval is required for the Delisting. Accordingly, and as set out in the Delisting Announcement, it is intended that the Delisting will become effective on August 9, 2024. The Last time and date by which the Offer can be accepted on August 9, 2024.

Sian Evans and Kayihan Kopmaz of Citigroup Global Markets Limited acted as financial advisor and White & Case LLP acted as legal advisor for Global Yatirim. Miles Cox, Ciaran Walsh, and James Thompson of Joh. Berenberg, Gossler & Co. KG, London Branch, Patrick Castle, Daniel Bush, and Harry Davies-Ball of Shore Capital and Corporate Limited acted as financial advisors, Hogan Lovells acted as legal advisor, Equiniti Limited acted as registrar to Global Ports. Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited and Joh. Berenberg, Gossler & Co. KG, London Branch acted as fairness opinion providers for Global Ports Holding Plc. The GPH Independent Director, having been so advised by Berenberg and Shore Capital as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. Morgan Stanley acted as financing advisor to GIH in connection with the issuance of Notes.