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GIH's Capital Decrease
01 October 2015
As a reminder, Global Investment Holdings ("GIH") currently holds 14.36% of the total issued shares of the Company itself. GIH’s Ordinary General Assembly which took place on September 30, 2015, has approved the Board’s decision dated July 8, 2015 to cancel part of these shares corresponding to 5.24% of the current issued share capital through a capital reduction process to comply with the 10% limit promulgated by the Turkish Commercial Code and CMB's Communiqués.
As previously stated, following the capital decrease process, shares with a nominal value of TL 10,711,922.45 shall be cancelled and the issued share capital of the Company will be decreased from TL 204,211,922.45 to TL 193,500,000, resulting in the remaining shares held by the Company to represent 9.97% of the new issued share capital. The share price of the Company will be adjusted by BIST on the day of cancellation to reflect the decrease in the number of shares. Accordingly, in line with its dividend policy, the cancellation process implies a dividend equivalent yield of 5.5% calculated at the current market capitalization (September 30, 2015 closing price of TL1.80) of the Company.
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Sale and Purchase Agreement of Valetta (Malta)
Cruise Port
01 September 2015
Global Liman İşletmeleri A.Ş. (“GLI”), a 100% subsidiary of Global Yatırım Holding A.Ş., has informed us today (September 1st, 2015) that it has signed a binding sale and purchase agreement (“SPA”) to purchase 30.79% of shares of Valletta Cruise Port Plc (“VCP” or the “Company”), a Maltese company, which is engaged in cruise port operations and rent-out of office and retail areas in Malta. The successful completion of the transaction is subject to legal and regulatory approvals and the waiver of the pre-emption rights by the remaining shareholders of the Company. The total consideration for the shares will be announced following the successful completion of the conditions precedent.
The Company took over the cruise and ferry terminal operations in Valletta, Malta in 2002 in connection with a 65-year concession agreement which was awarded as a result of an international tender issued by the Government of Malta. The concession also includes a 65-year lease of 48,000 square metres of land and buildings adjacent to the quays. VCP, through its 90% subsidiary Travel Shopping Ltd. also runs duty-free operations in the port. Targeting a total passenger number of around 650,000 in 2015, the Company envisages to increase its home-porting activities parallel to the expected increase in the total number of passengers.
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SOLID GROWTH IN ALL OPERATING COMPANIES WITH 48%
INCREASE IN CONSOLIDATED REVENUES AND 88% EBITDA
GROWTH
18 August 2015
Global Investment Holdings (GIH or the Group) reports consolidated revenues of TL234.1mn for the first half of 2015, representing an increase of 48%, and consolidated operational EBITDA of TL77.5mn, representing 88% increase, compared to the same period last year.
GIH announced its financial results for the first half of 2015. The consolidated net revenues reached TL234.1mn compared to TL158.5mn in the same period last year, representing an increase of 48%. All of the business divisions in which the Company operates contributed to this increase, Port and Energy being the largest contributors.
GIH also announced that, at the end of first half of 2015, Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) amounted to TL77.5mn, representing 88% increase compared to the same period last year. The comparable figure for the same period for 2014 was TL41.3mn. Holding company itself which is a pure cost center, also registered a positive EBITDA of TL5.8mn, triggered by sale of treasury shares during the period.
On a divisional basis, the Group’s Port Division revenues reached TL120.6mn in the first half of 2015, representing a 41% increase over the same period in 2014. A significant portion of this increase is attributable to the contributions from the Group’s cruise port operations, despite the fact that cruise port activities were relatively low in first six months of the year due to seasonality. Revenues have also been positively affected by TL’s depreciation in value against hard currencies, and tariff adjustments.
The Energy Division’s revenues posted a significant turnaround in the first half of the year, surging 61% over the same period of 2014. Division revenues consisted of mainly sales from CNG, mining operations, and energy efficiency services rendered, yet Naturelgaz contributed the most, as CNG sales volumes reached 56.5mn m3 in H1 2015, representing a 60% increase over the same period in 2014. This increase excludes the fact that some sales were shifted to third quarter due to changes in seasonality. Reported EBITDA of the Division totaled TL12.6mn, compared to TL9.9mn in the first half of 2014.
GIH reported a consolidated net loss of TL51.6mn in the first half of 2015, compared to a net loss of TL33.1mn in the same period of 2014. The loss is mainly attributable to non-cash depreciation charges amounting to TL65.0mn (TL42.6mn in 2014) and foreign exchange differences amounting to TL24.7mn (TL0.1mn in 2014). Group’s port and mining operations in particular highly benefit from a weaker TL against major hard currencies, which is reflected as a strong growth in their respective revenue and cash generating capabilities. Foreign exchange denominated long term financial debt at Holding stand-alone level, on the other hand, created non-cash foreign exchange losses, especially in the last quarter of 2015.
The Chief Financial Officer of the Group, Kerem Eser underlined that, already being satisfied with the performance of the existing portfolio assets, the Company will continue its aggressive policy of growth by means of new acquisitions and investments mainly into cruise business, mining and renewable energy generation. He further stated that as an investment holding company, company financials would better be interpreted if more focus is given to net asset values created over time.
Mr. Eser, further commented on the highlights of the first half of the year, indicating that the Board has decided to cancel treasury shares held by the Company corresponding to 5.24% of the total issued share capital, and once this decision is approved at the general shareholders’ meeting, the share price of the Company will be adjusted by BIST on the day of cancellation to reflect the decrease in the number of shares. Accordingly, in line with its dividend policy, the cancellation process implies a dividend yield of 5.5% calculated at the current market capitalization of the Company.
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International Property Awards Results
24 July 2015
GLOBAL INVESTMENT HOLDINGS ACHIEVES A HIGHLY ACCLAIMED EUROPEAN AWARDS FOR DEVELOPMENT AND FOR ARCHITECTURE
The results of the European stage of the International Property Awards 2015-2016 have just been announced and Global Investment Holdings is justifiably proud to be among the national winners of two awards with its Van Shopping Mall project.
Global Investment Holdings competed against a number of the region’s most accomplished developers and architects to receive this recognition. The level of awards it has won (either highly commended or 5-star) will be revealed when the official announcements are made at a gala presentation dinner at the Grosvenor House Hotel in Park Lane, London, on the evening of September 22nd.
The company may even go on to represent Europe in the final stage of the competition later this year. If it has attained the highest score in the development category or in the architecture category, Global Investment Holdings will compete against other winning companies from Asia Pacific, Africa, Canada, the USA, Central and South America, the Caribbean, Arabia and the UK for the coveted crown of World’s Best Developer and/or World’s Best Architect.
Both of the awards are major achievements for Global Investment Holdings as entrants are judged against a strict set of criteria. Judging was undertaken by a panel of over 70 experts from all over the world and chaired by two active members of the House of Lords: Lord Caithness and Lord Best.
Stuart Shield, president of the International Property Awards, commented, “Once again, European developers and Architects have excelled in this competition by entering a select number of simply stunning developments. These projects are aesthetically beautiful, highly functional, eco-friendly and feature state-of-the-art technology.”
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GIH Q1 2015 Financials Conference Call
12 May 2015
Chairman and CEO, Mehmet Kutman will be hosting a conference call, May 14, 2015 at 16:30 hrs (Istanbul time/GMT+3)on 2015 Q1 financial results and recent developments in our Group. The conference call will be held in English; for your convenience, the English transcripts of the conference call will be posted on our website subsequently.
The phone numbers to attend the conference call are below:
Direct DDI(s) for Participant Connection:
Turkey - +90 216 217 1202
US - (+1) 8669075925
UK- +44 2033679453
France- 0170770942
Italy - +39 0236048091
Germany - + 49 30221510064
ITFS List (Participants pin for ITFS only - 342618#)
Austria - +43 19282201
Hong Kong - +852 58081220
Netherlands - + 31 107138194
Portugal - +351 308801485
UAE - 800035702760
Singapore - +65 31580365
Sweden - +46 850334664
Spain - +34 914142021
You may access the Financial Results Presentation on our Investor Relations web site or through the link presented below:
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Global Investment Holdings Announces Consolidated
Net Revenues of TL84.5mn and an operational EBITDA
of TL22.8mn in the first quarter of 2015
12 May 2015
Global Investment Holdings Announces Consolidated Net Revenues of TL84.5mn and an operational EBITDA of TL22.8mn in the first quarter of 2015
Global Investment Holdings (GIH or the Group) reports consolidated revenues of TL84.5mn in Q1 2015, representing an increase of 27%, and consolidated operational EBITDA of TL22.8mn, representing 108% increase, compared to the same period last year.
GIH announced its financial results for the first quarter of 2015. The consolidated net revenues reached TL84.5mn compared to TL66.5mn last year, representing an increase of 27%. This increase is due to robust operating performance of business divisions in the Group with Port, Energy and Finance Divisions specifically being the largest contributors to consolidated revenues.
GIH also announced that, in the first three months of 2015, Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) amounted to TL22.8mn, representing 108% increase compared to the same period last year. The comparable figure for the same period for 2014 was TL11.0mn.
On a divisional basis, the Group's Port Division revenues reached TL42.5mn in the first quarter of 2015, representing a 17% increase over the same period in 2014. A significant portion of this increase is attributable to the contributions from Barcelona Cruise Port which was added to the Group's portfolio in the last quarter of 2014. Increase in handling fees per TEU coupled with devaluation of TL have over balanced a slight decrease of volume in commercial ports, resulting in increase in turnover and EBITDA as compared to the same period last year.
The Energy Division's revenues posted a significant turnaround in Q1 2015, surging 49% over the same period of 2014. Division revenues consisted of mainly sales from CNG and mining operations, yet Naturelgaz contributed the most, as CNG sales volumes reached 19.6mn m3 in Q1 2015, representing a 55.6% increase over the same period in 2014. Reported EBITDA of the Division totaled TL2.9mn, compared to TL2.1mn in the first quarter of 2014.
GIH reported a consolidated net loss of TL28.6mn in the first quarter of 2015, compared to a net loss of TL26.6mn in the same period of 2014. The Group's consolidated cash EBITDA increased by TL11.8mn, compared to the same period last year, which however, is off-set by an amount of TL33mn in non-cash depreciation and amortization charges, mainly as a result of subsidiary acquisitions.
Commenting on the Global Ports' IPO process, Kerem Eser, the Chief Financial Officer of the Group indicated that the continuation of GPH's successful inorganic growth plans do not necessarily require a capital raising, yet it plans to evaluate other options, including collaborating with strategic investors and/or private equity.
Furthermore, Mr. Eser underlined that, the Energy Division made substantial progress in the first quarter of 2015. "Naturelgaz's CNG sales volume increased by 55.6% in the first quarter, compared to same period last year. Finally, Mr. Eser indicated that Tres Enerji, the Group's power solution company (tri/co-generation) and Straton, the feldspar mining company, also contributed positively to consolidated figures in the first quarter of 2015. Also helped with the ongoing investments, both companies were expected to show substantial volume improvements during the year.
You may access the Financial Results Presentation on our Investor Relations web site or through the link presented below:
GIH Q1 2015 Financial Results Presentation
Further Information:
About GIH
Global Yatırım Holding A.Ş. (Global Investment Holdings) was regrouped as a holding company on October 2004 (http://www.globalyatirim.com.tr/" href="http://www.globalyatirim.com.tr/">www.globalyatirim.com.tr) to hold a diversified portfolio of investments in a number of businesses, including infrastructure, real estate, energy, and financial services. Global Investment Holdings is listed on the Borsa Istanbul (as "GLYHO.IS") and utilizes its experience in the finance sector for industrial business opportunities.
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Global Investment Holdings announces progress in
the IPO of Global Ports Holding
06 May 2015
As an update to our public disclosure dated 23.04.2015;
A Framework Agreement is signed by and between the European Bank of Reconstruction and Development ("EBRD"), our Company and our wholly-owned subsidiary Global Liman İşletmeleri A.Ş. ("Global Ports") for the acquisition of a portion of the Global Ports' shares by EBRD during the initial public offering ("IPO") of Global Ports. According to this Framework Agreement EBRD will invest up to the 20% of the total offered shares in the IPO and up to the total acquisition price of USD 60.000.000. The acquisition will be made at the IPO price. EBRD will nominate one independent member of the Board of Directors of Global Ports after the acquisition. The amount that will be raised through the sale of these shares will be used specifically to finance investments (including the acquisition of the new ports) in the new ports located only in EBRD Region. According to the Action Plan agreed in the Framework Agreement, it is aimed to conform Global Liman's corporate governance principles with international best practices.
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Global Liman İşletmeleri A.Ş. announces indicative
price range for an offering of ordinary shares to
be listed on Borsa Istanbul
23 April 2015
Please confirm that you are not connecting from any of the countries indicated below;
United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa
Global Liman İşletmeleri A.Ş. ("Global Ports Holding" or "GPH") today announced the price range for the initial public offering (the "Offering") of its ordinary shares. The Offering consists of up to 32,746,900 offer shares, of which up to 23,746,900 are new shares being offered by GPH (increasing the total number of shares issued to up to 90,000,000), and up to 9,000,000 existing shares being offered by Global Yatırım Holding A.Ş. ("GIH"), the parent company of Global Ports Holding. GIH may also sell additional shares in an amount not exceeding 15% of the original number of shares offered as part of an upsize option for the purpose of accommodating increased demand and funding stabilization activities in accordance with Turkish market practice. The shares will be offered in retail and institutional offerings in Turkey and to institutional investors internationally. The shares will trade on Borsa Istanbul.
The indicative price range for the Offering (the "Offer Price") has been set at between TL 19.6 and TL 23.5 per ordinary share, subject to final approval from the Capital Markets Board of Turkey.
The selling shareholder is GIH, the parent company of GPH. GIH will remain the largest individual shareholder in GPH following the Offering.
Completion of the Offering is conditional upon (i) receipt of customary regulatory approvals of the Capital Markets Board of Turkey and Borsa Istanbul and (ii) finalizing the book-building process.
Commenting on the Offering, Global Ports Chairman and CEO of GIH, Mehmet Kutman said: "We look forward to meeting with domestic and international investors to discuss the compelling corporate competitive advantages of GPH. Since we founded Global Ports in 2004, we had the vision of building a company in a segment that no one has thought of as a business opportunity, a segment which was and still is heavily fragmented and in need of consolidation; a company with a straightforward and transparent approach to doing business; a company where each and every one of the team is as valued as the founder."
"As a result, we have focused on building the business into a leading ports company in Turkey first and now globally. Today, Global Ports boasts a portfolio of leading ports with strong market positions in the Mediterranean and Asia Pacific region- all led by a well-rounded, internationally experienced management team. Global Ports has achieved robust historical growth, both organically and inorganically. We have paved the way for further growth in the cruise port business and look forward to our next stage of growth as a public company."
Saygin Narin, CEO of GPH commented: "Global Ports Holding is the world's largest cruise port operator by number of ports owned and by passenger volume, with an established presence in the Mediterranean and Asia Pacific region. We continue to further build on our strong position and this IPO is the next step in our strategy, which we trust will create further value for all of our current and prospective shareholders, customers, communities and other stakeholders. We look forward to building on our success to date as we leverage opportunities both in our current markets and new markets globally."
BofA Merrill Lynch and Citigroup Global Markets Limited are acting as Joint Global Co-ordinators and Joint Bookrunners, Ak Yatırım Menkul Deǧerler A.Ş., Garanti Yatırım Menkul Kiymetler A.Ş., and İş Yatırım Menkul Değerler A.Ş are acting as Domestic Bookrunners in Turkey and Renaissance Capital Limited and Ünlü Menkul Değerler A.Ş. are acting as Co-Lead Managers. Legal advisers include Cleary Gottlieb Steen & Hamilton LLP and Paksoy for the Joint-Global Coordinators, and Baker McKenzie LLP and Esin Attorney Partnership, a member firm of Baker & McKenzie for GPH. Unlu Menkul Değerler A.Ş. also acts as Advisor to GIH during the transaction
Overview of Global Ports Holding
GPH (together with its consolidated subsidiaries Ortadoğu Antalya Liman İşletmeleri A.Ş., Ege Liman İşletmeleri A.Ş., Bodrum Yolcu Limanı İşletmeleri A.Ş., Container Terminal and General Cargo JSC-Bar and Barcelona Port Investments SL (the "Group")) is the world's largest cruise port operator, by number of ports owned and by passenger volume, with a diversified portfolio of eight ports in five different countries. The Group's business includes cruise port operations (serving cruise liners, ferries, yachts and mega-yachts) as well as commercial port operations (specializing in container, bulk and general cargo handling). The Group operates one mixed-use commercial and cruise port on Turkey's Mediterranean coast and a commercial port in Montenegro, as well as a Mediterranean cruise network with a cruise port in Barcelona, two cruise ports on Turkey's Aegean coast, a cruise port in Málaga, an Atlantic cruise port in Lisbon and a cruise port in Singapore.
GPH is the sole global cruise ports consolidator operating the world's largest cruise port network with a presence in Europe and Asia: initially established in Turkey, GPH has expanded to become the only operator of multiple cruise ports across the Mediterranean, placing GPH in a unique position to provide attractive pricing models across its portfolio of ports . GPH management also believes that expansion will provide additional opportunities for value added cross-selling of port activities. GPH intends to apply the net proceeds of the Offering of the new shares to continue its expansion, in particular in the global cruise port sector, with carefully selected acquisitions designed to complement its existing network of ports in the Mediterranean. GPH is currently engaged in, or actively considering acquisitions and concession tenders at :
• the Cruise Port of Dubrovnik, Croatia;
• Valletta Cruise Port, Malta;
• Venice Cruise Port, and four other cruise ports in Italy;
• Cruise and ferry passenger terminal and a container port in Riga, Latvia;
• Cruise Port Livorno, Italy,
• La Goulette Cruise Port, Tunisia;
• Balearic Islands Cruise Ports, Spain;
• Tertir, Portugal, and
• Asian cruise ports, to benefit from the high-growth potential of the cruise industry in this region.
GPH has a highly experienced management team with a strong track record of effectively managing ongoing operational enhancements and driving expansion. GPH's executive management team has a long-term commitment to the maritime sector, with a total of 80 years of combined experience in the sector and a history of acquiring and managing port assets. Superior revenue growth has been achieved since the establishment of GPH, with revenues rising from $5m (in 2004) to $111m in 2014 (on a pro-forma basis). GPH posted a strong increase in EBITDA from $45m in 2012 to $70m in 2014 (on a pro-forma basis). In addition to operating ports, GPH management has a strong track record of identifying acquisition targets. The management team has successfully executed a number of recent acquisitions and has extensive experience of integrating these operations into the portfolio.
Disclaimer
Important noticeThis announcement has been prepared by and is the sole responsibility of the Company.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its completeness, accuracy or fairness.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws. The Offering and the distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the final international offering circular intended to be published by the Company in due course in connection with the Offering. Any purchase of ordinary shares in the proposed Offering should be made solely on the basis of the information contained in the final international offering circular to be issued by the Company in connection with the Offering. Before purchasing any ordinary shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the final international offering circular when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any ordinary shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any ordinary shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the final international offering circular, when published. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Acquiring ordinary shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Offering for the entity or person concerned.
Merrill Lynch International and Citigroup Global Markets Limited are each in the UK are authorised by the Prudential Regulatory Authority ("PRA") and regulated in the UK by the FCA and the PRA . Merrill Lynch International, Citigroup Global Markets Limited, AK Yatırım Menkul Degerler A.Ş., Garanti Yatırım Menkul Kiymetler A.Ş., İş Yatırım Menkul Değerler A.Ş, Renaissance Capital Limited and Ünlü Menkul Değerler A.Ş. (together, the "Banks") are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, each of the Banks and any of their respective affiliates, acting as an investor for its or their own account(s), may acquire ordinary shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in ordinary shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the final international offering circular, once published, to the ordinary shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by, each of the Banks and any of their respective affiliates acting as an investor for its or their own account(s). In addition, in connection with the Offering, certain of the Banks (or their affiliates) may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of ordinary shares. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the ordinary shares or the Offering and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Banks and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
Certain information contained in this announcement, including any information as to the Company's strategy, market position, plans or future financial or operating performance, constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''forecasts'', ''plans'', ''prepares'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements are made based upon the Directors' expectations and beliefs concerning future events impacting the Group, including numerous assumptions regarding the Group's present and future business strategies and the environment in which it will operate going forward, which may prove to be inaccurate. As such, the forward-looking statements contained in this final international offering circular involve known and unknown risks and uncertainties, which may cause the actual results, performance or achievements of the Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Certain factors that may affect the Group's results include, but are not limited to: general economic and business conditions in Turkey and other jurisdictions; fluctuations in exchange rates, stock markets and currencies; changes to the Group's credit ratings; changing demographic developments, including consumer spending, saving and borrowing habits; changes in customer preferences; lack of historical operational data and growth management; the inability to hedge certain risks economically; legal and reputational risk with respect to the Group's Business Partners and lending clients; adequacy of the Group's internal risk management framework, systems and processes; the adequacy of loss reserves and access to liquidity; the ability to attract and retain senior management and other employees; changes to borrower or counterparty credit quality; dependency on IT systems and changing technological requirements; changes in laws, regulations, taxation, accounting standards or practices; adequacy of the Group's insurance coverage; the continued influence of existing shareholders over the Group, its management and its operations; regulatory capital or liquidity requirements and similar contingencies outside the Group's control; the policies and actions of governmental or regulatory authorities in the UK, the European Union, or elsewhere; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints; changes in tax legislation; and risks related to the Offering and to the ordinary shares.
In light of these risks, uncertainties and assumptions, the forward-looking events described in this announcement may not occur. The forward looking statements referred to above speak only as at the date of this announcement. Subject to any obligations under applicable law, including the final international offering circular Rules, the Listing Rules and the Disclosure and Transparency rules, the Company undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this document. All of the forward-looking statements made in this announcement are qualified by these cautionary statements.
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Global Investment Holdings announces progress in
the IPO of Global Ports Holding
23 April 2015
With respect to the Initial Public Offering of the shares of Global Ports Holding (GPH), a fully-owned subsidiary of Global Investment Holdings, as referred in our public disclosure dated 13.04.2015; we announce that the approval process for the Offering by domestic regulatory authorities, primarily CMB, is continuing. On 22.04.2015, a Brokerage and Consortium Agreement was signed between Domestic Bookrunners and brokerage firms, while the latest version of the Domestic Prospectus has been published on www.globalports.com.tr. Further, a roadshow with foreign institutional investors started on 23.04.2015, and the price range for the Offering has been set between TL 19.6 and TL 23.5, subject to final approval from the Capital Markets Board.
We will continue to keep the public informed on developments
Please click on the link below for a more detailed information regarding the disclosure:
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European Bank of Reconstruction and Development is
considering the acquisition of a portion of Global
Ports Holding
23 April 2015
The European Bank of Reconstruction and Development ("EBRD") is considering the acquisition of a portion of the Global Ports Holding (“Global Ports”) shares during the initial public offering (“IPO”) of Global Ports shares. If the EBRD decides to acquire any of the shares in the IPO, the acquisition will be made at the initial purchase price. In this context under the Framework Agreement to be concluded between our Company, Global Ports and the EBRD, it is aimed to conform Global Ports corporate governance principles with international best practices.
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Global Ports Holding Has Taken the First Step for
Riga Passenger Terminal
08 April 2015
Global Ports Holding (GPH), a fully-owned subsidiary of Global Investment Holdings and currently the operator of eight commercial and cruise ports, of which three are in Turkey, signed a non-binding letter of intent for the acquisition of the cruise and ferry passenger terminal activities of Riga Passenger Terminal LLC.
Commenting on the signed non-binding letter of intent, Mr. Saygın Narin, CEO of Global Ports Holding, said, "Our growth strategy in cruise port operations encompasses the potential acquisition of additional strategically located ports, particularly in the Mediterranean, but also in new geographies where cruise tourism is developing." Mr.Narin underlined that, in addition to being the largest city of the Baltic States, Riga's historic center is included on the UNESCO World Heritage list, making it an attractive site for cruise tourism with its cultural and architectural features. In 2014, Riga Passenger Terminal served 67,000 cruise and 560,000 ferry passengers, whereas we expect a significant increase in the number of passengers of this port, should the transaction be concluded, primarily steamed by GPH's effective marketing platform that encompasses a growing portfolio of ports in three continents. -
Global Securities is Acquiring Eczacıbaşı
Securities
25 February 2015
Global Securities (Global Menkul Değerler), founded in 1990, is a brokerage company that has led the way in many areas in Turkey in the capital market. Global Securities recently made a move to acquire Eczacıbaşı Securities (Eczacıbaşı Menkul Değerler), which owns the second certificate of activity and is one of the oldest brokerage companies in Turkey.
According to the explanation provided to Public Disclosure Platform on 24 February, Global Securities signed the contract to acquire all shares of Eczacıbaşı Securities. The contract signed in order to purchase all shares of Eczacıbaşı Securities will be completed after the permissions from Capital Markets Board and Competition Board are obtained.
Share transfer amount is going to be calculated based on the financial statement that will be prepared on the completion date of share transfer and then announced to the public.
After acquiring Eczacıbaşı Securities, Global Securities will become the largest independent brokerage company within the industry. Union of two important brokerage companies is going to create a great synergy in the industry.
GLOBAL SECURITIES
Global Securities was created with the vision of becoming a pioneering, leading and dependable brokerage company within the industry in Turkey and it aims to provide high quality services to all of its clients thanks to its extensive knowledge and experience. Global Securities has many achievements in Turkey and has received almost 40 international awards. The company won the award for "the non-bank brokerage company with the biggest trading volume in the equity market since the foundation of Istanbul Stock Exchange" in 2010. It has mediated the public offerings of approximately 80 companies and has provided almost 5 billion dollars of investment to the Turkish Capital Market.
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Determination of Banks and Law Firms to Cover the
IPO of our Subsidiary Global Ports
18 February 2015
Global Liman İşletmeleri A.Ş., a wholly owned subsidiary of our Company, has appointed BofA Merrill Lynch (BofAML) and Citigroup Global Markets Limited (Citi) as Joint Global Coordinators and Joint International Bookrunners as well as a consortium of other banks comprised of Ak Yatırım Menkul Değerler A.Ş., Garanti Yatırım Menkul Kıymetler A.Ş., İş Yatırım Menkul Değerler A.Ş. as domestic bookrunners in connection with a potential initial public offering, with Renaissance Capital Ltd. and ÜNLÜ & Co acting as co-managers. Legal advisers include Cleary Gottlieb Steen & Hamilton LLP and Paksoy for the Consortium and Baker McKenzie LLP for the Company. The Company will be advised by ÜNLÜ & Co during the transaction.
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Exclusivity Agreement to be Signed with Goldman
Sachs International
03 February 2015
Global Investment Holdings (GIH) has granted Goldman Sachs International a right to negotiate on an exclusive basis a structured equity and financing transaction, which is aimed at reducing the number of treasury shares held by GIH from 18% to 0. Goldman Sachs International is also considering arranging a $100m financing for GIH with a tenor of 5 years. There is no binding agreement with respect to the transactions beyond the exclusivity referred to in this
disclosure. The proposed transactions will be subject to customary conditions including satisfactory completion of legal due diligence, agreement on final documentation and receipt of all required internal and external approvals by GIH and Goldman Sachs International and will further be subject to no adverse changes in market conditions. -
Dubrovnik Gruz Port Tender
02 February 2015
In December 2014, GPH submitted the pre-qualification application for the Dubrovnik Gruz Port tender through its Croatian subsidiary, International Cruise Port Investment d.o.o., in partnership with French based BOUYGUES BATIMENT INTERNATIONAL (BBI). As of February 02, 2015, GPH announced that its pre-qualification application was the only one to be approved for the tender.
The tender for Dubrovnik Gruz port includes the construction and 40 years operating rights of a cruise terminal, central parking lot, administration building, and a bus station in the city of Dubrovnik, one of the most prominent tourist destinations in the Mediterranean.
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A new era begins for Istanbul's public
transportation with Naturelgaz CNG!
07 January 2015
The tender for construction and operating of a Compressed Natural Gas (CNG) filling station in Eyüp, İstanbul held by Istanbul Energy Industry and Commerce Corporation, a subsidary of İstanbul Metropolitan Municipality in the energy sector, is completed. Naturelgaz, a subsidiary of Global Investment Holdings, was awarded the building and operating rights for the (CNG) filling station by offering the highest bid of TL5,125,000.
CNG, suitable for all vehicles, stands out as an environment friendly, clean, safe, and cheaper fuel, has rapidly reached a widespread use in the transportation sector around the World and is recently penetrating in Turkey, particularly in urban transportation. In its annoucement regarding the tender, Naturelgaz stated that there are currently 230 CNG fuelled buses under İstanbul Otobüs AŞ network in İstanbul and emphasized that these figures are expected to increase following tendering of new fuelling stations by Istanbul Energy.
Once the new CNG fuelling station becomes operational, it would be able to serve CNG fuelled public buses under both Istanbul İETT and Istanbul Otobüs A.Ş networks, CNG fuelled garbage trucks, taxis, and new generation CNG vehicles of Istanbul residents. The station will be built on 3.5 acres of land located next to Alibeyköy garage, owned by Istanbul Otobüs A.Ş., and is expected to become operational in mid-2015 and shall have an initial annual capacity of 10 million m3.
CNG, a clean, environmentally friendly source of alternative energy, was introduced by Naturelgaz to Turkey as a more economic alternative to other fuels. The station which will be located at central İstanbul, will help in increasing the use of CNG in public transportation and vehicles in Turkey bringing it to similar levels with other countries.