IMPORTANT NOTICE
Possible offer for the entire issued and to be issued share capital of Global Ports Holding PLC (“GPH”) by Global Ports Holding B.V. (“Bidco”), a wholly owned subsidiary of Global Yatırım Holding A.Ş (“GIH”) (the “Possible Offer”).
YOU ARE ATTEMPTING TO ENTER AN AREA OF THE WEBSITE (THE “MICROSITE”) WHICH IS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC VERSIONS OF MATERIALS RELATING TO THE POSSIBLE OFFER.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH GPH REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY GPH AND BIDCO RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Please read this notice carefully. It applies to all persons who view the Microsite and, depending upon who you are and where you are located, it may affect your rights and responsibilities. GPH reserves the right to amend or update this notice from time to time, and you should, therefore, read it in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at GPH’ sole discretion and without notice.
The Information does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are or may be the subject of the Possible Offer in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Possible Offer will be set out in the scheme documentation made available to GPH shareholders (“Scheme Document”). In considering the Possible Offer, shareholders of GPH should only rely on the information contained, and procedures described, in the Scheme Document.
Access to the Microsite
To allow you to view the Information about the Possible Offer, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE” and you will not be able to view information about the Possible Offer. This notice applies to all persons who view the Information and, depending on where you are located, may affect your rights or responsibilities. This notice may be updated at any time and you should, therefore, read it each time you visit this Microsite.
Overseas Persons
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons resident outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Possible Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Possible Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
The Information has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
You should not download, forward, mail, transmit or show the Information contained on the Microsite (in whole or in part). In particular, you, and persons receiving such documents (including custodians, nominees and trustees) must not forward or transmit the announcements, information or documents contained therein from, into, or within any Restricted Jurisdiction.
Notice to US Investors
This notice and the Microsite do not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities referenced in this notice or in the Microsite have not been registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
The Possible Offer relates to shares in an English company and is proposed to be made by means of a scheme of arrangement under English company law (“Scheme”). U.S. shareholders of GPH should note that the Scheme relates to the shares of an English company and will be governed by English law. Neither the U.S. proxy solicitation rules nor the tender offer rules under the U.S. Securities Exchange Act of 1934, as amended, will apply to the Possible Offer and the Scheme. Moreover, the Possible Offer and the Scheme are subject to the disclosure requirements and practices applicable in England to schemes of arrangement, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules. Financial information included in the Microsite has been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for U.S. shareholders of GPH to enforce their rights and any claim arising out of the U.S. federal securities laws, since Bidco and GPH are located in a non-U.S. jurisdiction, and some or all of their officers and directors are residents of non-U.S. jurisdictions. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any state, territory or possession of the United States has approved or disapproved (or will approve or disapprove) the Possible Offer, or pass upon the fairness of the Possible Offer or pass upon the adequacy or accuracy or otherwise of any of the Information. Any representation to the contrary is a criminal offence in the United States.
Basis of access
The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information has been prepared for the purposes of complying with English law and the Code and the Information may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. None of GPH nor any of its advisors, nor Bidco parties or any of their advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Responsibility
The Information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither GPH nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. In addition, the Information may be amended at any time, in whole or in part, without notice.
In relation to any Information contained in the Microsite, the only responsibility accepted by the directors of GPH is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of GPH, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.
Forward-looking statements
The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding the current expectations of the management of GPH and Bidco, financial condition, business strategy, plans and objectives of management of GPH and Bidco for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” or their negative equivalents and words or terms of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions made prove incorrect, actual results may differ materially from those expected, estimated or projected. Readers are therefore cautioned not to place undue reliance on such statements. The important factors that could cause GPH’, Giant’s and Bidco’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the satisfaction of any conditions to the Possible Offer. These forward-looking statements speak only as of the date of the respective documents. GPH, GIH and Bidco expressly disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required). Neither GPH, GIH and Bidco, nor any of their respective associates or directors, officers or advisers provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Microsite will actually occur. You are therefore cautioned not to place reliance on these forward-looking statements.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Other
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by and interpreted in accordance with English law.
Acceptance of Disclaimer
Viewers will confirm their understanding of the disclaimer by pressing “CONFIRM”, and could, if required, then be asked to verify their location before access to the documents is granted.
Electronic versions of the Information are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Microsite.