Global Investment Holdings (“GIH”), a diversified conglomerate operating in 13 different countries across four continents, announced its consolidated results for the nine months ended 30 September 2021 and other recent highlights.

Global Investment Holdings reported Consolidated Net Revenues (excluding IFRIC 12 Construction Revenue and revenues from Port Akdeniz which was sold in January 2021) of 1,052.0mn TL in the first nine months of 2021 with a 33% YoY increase; while announcing a Consolidated Operating EBITDA (excluding Port Akdeniz) of 189.7mn TL with a 46% YoY increase.

Global Investment Holdings’ Chairman & CEO, Mehmet Kutman, stated that “Obviously, it has been a very tough year and a half, and we have been discussing about Covid-19 and its material negative impact on our business lines since its emergence in March 2020. Now, it certainly is the time to look ahead; and I am very delighted to look at such a positive outlook for our businesses, especially the ports business. The pandemic may not be fully over, yet, we now have vaccines and successful roll-out, advanced treatments and enhanced health & safety protocols in place for protection against Covid-19, hence easing Covid-19 related restrictions. Thankfully today, the global cruise industry is operating almost normally and with gradual return to service, most cruise lines expect close to 100% fleet deployment in Summer 2021, in time for the peak summer season. Parallel to such backdrop, the improvement in performance has gained momentum in Q3 2021 across our Group. In September 2021, for the first time since pre-Covid-19, all of our cruise ports received calls, a significant milestone in the continued recovery of our cruise ports. On a like-for-like basis, during September 2021, our cruise ports received 53% of the calls and 30% of the passengers received for the same period in 2019, representing a ten-fold increase in passengers compared to May 2021. Accordingly, our ports division’s revenue generation in the third quarter alone, has well surpassed the revenue generation in the first half of the year. Also, I am pleased to see that our ports division re-started generating positive EBITDA in the third quarter thanks to the decelerating impact of Covid-19. Our results are demonstrating that recovery is underway and we believe that, continuing ease on restrictions, together with our strong pipeline we are on track to deliver a strong performance for 2021 and we are confident in our future forecasts.”

The Chairman continued “We have been quite successful in delivering on a number of key strategic initiatives in line with our long-term growth strategy so far this year. On the ports side, we have signed a 20-year agreement with the Port of Kalundborg to provide services for cruise passengers in Kalundborg Port, Denmark. I am also thrilled because Kalundborg Port will be GPH's first cruise port in the Northern European cruise port market, marking an important milestone in the continued development and growth of the company. On asset management side, we exercised our option and increased our stake in Istanbul Asset Management from 26.6% to 66.6%. I am very pleased that we have successfully completed this transaction and become the majority shareholder in such a robust company, in line with our strategy to grow in the non-bank financial services and asset management business. Thanks to synergy created by the two companies over the years, Istanbul Asset Management managed to double its AUM since the merger in September 2020, reaching 12.8bn TL (6.4bn TL at the end of 2020), and becoming the largest native independent asset management company. More on the finance front; we established a 100% subsidiary of GIH, GYH Danışmanlık ve Yönetim Hizmetleri A.Ş. to collect the Group’s financial services companies under one roof. Accordingly, GIH shares in İstanbul Portföy Yönetimi A.Ş. and Global Menkul Değerler A.Ş have been transferred to this new subsidiary of the Group.”

The Chairman concluded, “The Group has been taking solid effective steps to stabilise its liquidity position and manage its long & short-term debt obligations through i) completion of the refinancing of Eurobond ii) the successful IPO of its natural gas subsidiary, Naturelgaz, on Borsa Istanbul, iii) equity injection through a rights issue in GIH, vi) the completion of the sale of the Group’s largest commercial port, Port Akdeniz, and the anticipated IPO of Consus Energy. We have completed the capital increase process of GIH, which resulted in total proceeds of TL 487,180,209 to GIH. As promised, we have used the total amount of the funds from the Capital Increase in debt repayment, melting down holding solo gross debt nearly by half. These all aim to provide the Group with a more stable, deleveraged capital structure. All these efforts, along with the encouraging outlook on the ports side, we keep our positive stance looking ahead.”

Commenting on the results, The Chief Financial Officer of the Group, Ferdağ Ildır, stated that “As known, the Group’s key focus areas are, deleveraging, positive FCF generation, operational profitability and efficiency. The Group will also keep on doing its duties in the best way, carry out innovative and pioneering works and add value to every field that it operates. For 2021, we had targeted to continue decreasing our net debt rapidly and have made good progress towards this goal so far. In line with such focus, we have completed the capital increase process of GIH in the third quarter, with total proceeds of TL 487,180,209 to GIH. The total amount of the funds from the capital Increase were used in repayment of the TL Bonds (amounting 172.2mn TL as of 30.09.2021 and an additional 17.3mn TL in October 2021) and the Euro31.3mn bank loan in accordance with the fund utilization report, decreasing holding solo gross debt by nearly half as of 30.09.2021, which in turn should significantly reduce net interest expenses in the following quarters.”

Global Investment Holdings reported 1,052.0mn TL revenues (excluding IFRIC-12 Construction Revenue and revenues from Port Akdeniz, which was sold in January 2021) for 9M 2021, indicating a solid 33% YoY growth on the back of gas, power, mining and brokerage & asset management divisions. The sequential trend in 9M 2021 compared to 9M 2020 shows that the improvement in performance has gained momentum in Q3 2021 across the Group, in line with the decelerating impact of Covid-19 and strengthening activity in underlying businesses.

At the end of 9M 2021, Global Investment Holdings’ consolidated operating EBITDA increased nearly by half (46%) yoy and reached 189.7mn TL, driven by a notable solid contribution from the power, mining and brokerage & asset management divisions. EBITDA generation began to gain pace in Q3 2021 across the Group, in line with the decelerating impact of Covid-19 and strengthening activity in underlying businesses.

On a divisional basis,
Naturelgaz maintained its solid financial position despite Covid-19 impact thanks to its operational capability, efficient cost management structure and increased operations in CityGas business line. Sales volume reached 139.2mn Sm3 in Q3 2021, representing an increase of 14% compared to the same period last year. The higher volume was mainly due to the increase in CityGas sales, while inorganic growth achieved by the acquisition of LNG and CNG operations of SOCAR Turkey at the end 2020 has also made a significant contribution to the increase in LNG sales volume. Revenues increased by 24% yoy, reaching 403.6mn TL, reflecting the increase in CityGas revenues and the addition of LNG revenues as a result of SOCAR LNG merger. Naturelgaz’ operating EBITDA decreased by 9% to TL 66.1 million. Despite the 10% increase in gross profit yoy, decrease in EBITDA stemmed from Opex increase due to Socar merger as well as one-off IPO related expenses. Naturelgaz’s net debt amounting 85.5 mn TL at the end of 2020, has turned into 40 mn TL net cash surplus as of 30.09.2021.

On the ports side, Cruise passenger volumes surged by 679% in the third quarter of 2021 compared to the second quarter of 2021 (498.7k in Q3 2021 vs 64.0k in Q2 2021) reflecting the steady return to activity across the cruise industry following the disruption caused by the Covid-19 pandemic. In September 2021, for the first time since pre-Covid-19, all of our cruise ports received calls, a significant milestone in the continued recovery of our cruise ports. On a like-for-like basis, during September 2021, our cruise ports received 53% of the calls and 30% of the passengers received for the same period in 2019. Representing a ten-fold increase in passengers compared to May 2021. There is a significant variation in trends across our network of cruise ports, however, activities levels are continuing to accelerate in all ports and the current itineraries of cruise lines point to a continued pick-up in activity levels. Most cruise lines expect close to 100% fleet deployment in Summer 2021. The ports division’s revenues (excluding IFRIC-12 Construction Revenue and Port Akdeniz, Antalya which was sold in January 2021) stood at 157.1mn TL in 9M 2021, up by 19% yoy; while operating consolidated adjusted EBITDA marked a loss of 21.5mn TL (-7.3mn TL in 9M 2020). Revenues and EBITDA in 9M 2020 benefited from the pre-pandemic first time contribution from the Caribbean ports. In line with the decelerating impact of Covid-19 due to the gradual easing of travel restrictions and the increase in the number of cruise ships returning to sailing, Ports’ consolidated revenue nearly tripled in the third quarter of 2021 YoY, reaching 82.5mn TL. Ports re-started generating positive EBITDA in Q3 2021 at 1.2mn TL as opposed to -17.1mn TL in Q3 2020 (excluding Antalya). Pleasing revenue generation of the ports division in the third quarter 2021, coupled with the support from the current operational data and strong demand, we keep our positive stance on a faster recovery from Covid-19.

The power division, which includes co/tri-generation- along with biomass- and solar-based renewable power production, generated 247.9mn TL revenues, soaring by 31% yoy, mainly driven by the pleasing performance of the operational plants. Likewise, the division generated 95.4mn TL EBITDA in 9M 2021, surging by 46% YoY.

The mining division realized 384,323 tons of product sales in the first 9 months of 2021, up by 42% yoy, mainly due to strong feldspar demand from export markets. The division announced revenues of 120.8mn TL in 9M 2021, more than doubling YoY. The operating EBITDA was 43.2mn TL, almost tripling yoy and delivering a 35.7% operating EBITDA margin, showing significant improvement compared to the same period last year (25.1% in 9M 2020). Besides the volume growth, effective cost control measures as well as dominancy of hard currency denominated revenues were factors supporting the improvement in profitability during the period.

The other business line which was seriously negatively impacted by Covid-19 was the real estate business. The real estate division posted 21.9mn TL revenues in 9M 2021, compared to 22.0mn TL a year ago. Lower real estate sales were partially compensated by the increase in rental revenues. The real estate division reported an operating EBITDA of 9.4mn TL, compared to 7.9mn TL a year ago, indicating a pleasing 18% increase. The improvement is mainly attributable to the increasing contribution from higher EBITDA generating rental operations.

The brokerage & asset management division revenues reached 103.7mn TL, a solid 62% increase yoy; while operating EBITDA increased by 2.5 times, reaching 43.8mn TL. The outstanding performance was attributable to the increase in trading volumes, as well as effective cost management.

GIH reported a consolidated net loss of 398.7mn TL in 9M 2021, compared to a net loss of 318.5mn TL in the same period last year. The net loss stemmed mainly from non-cash depreciation and foreign currency translation differences incurred on Group’s long term borrowings as well as non-cash and non-operating one-off expenses. The bottom line incorporated 471.2mn TL non-cash charges of which 266.2mn TL are depreciation and amortization, 205.0mn TL net foreign exchange losses. Meanwhile, 150.4mn TL one-off expenses include IPO expenses, project expenses, and IFRS related adjustments such as non-cash impairment provision which relates to Venezia & Adria impairment, amounting 87.7mn TL. Had the pandemic not occurred and FX rate remained the same, net loss would be minimal, the bottom line would be close to positive or positive. Depreciation and amortization charges, despite the depreciation of Turkish Lira against hard currencies, have decreased from 332.3mn TL in 9M 2020 to 266.2mn TL in 9M 2021, purely as a result of Port Akdeniz’s sale depreciation effect amounting 110.0 mn TL. If FX rate remained the same, depreciation and amortization expense would be 45.1mn TL lower (excluding the amortization effect of Port Akdeniz). Also, the Group has incurred 205.0mn TL net non-cash foreign exchange losses, compared to 216.8 mn TL in 9M 2020. The Group’s net interest expenses in 9M 2021 was 216.5mn TL, as opposed to 229.9mn TL a year ago. Furthermore, if FX rate remained the same YoY, net interest expense would be 39.7mn TL lower in 9M 2021.

Major operational developments

On the operational front, developments are on track, in line with the growth strategy by means of new acquisitions and investments mainly into core businesses, which are ports infrastructure, clean energy and asset management. During the period, the strategic focus remained on the core businesses and how to best insulate the Group from the impact of Covid-19.

A major development on the ports side during the period, to position Global Ports Holding Plc (GPH) as a pure-play global cruise port operator, was the divestment of our concession in Port Akdeniz. Agreed in October 2020, this was finalised in January 2021, with the sale being materialized to QTerminals of Qatar. The sale's successful closing was an essential element of the Group's refinancing strategy for the 250mn USD 8.125% Senior Unsecured Notes due 2021 (Eurobond) issued by GPH's wholly-owned subsidiary Global Liman Isletmeleri A.S. On 7 April 2021, an offer was launched for up to 75mn USD of Eurobond, which was expired on 16 April 2021. Following the unmodified Dutch Auction procedure conducted in connection with the Offer, the total amount of cash used in connection with the Offer is 44.7mn USD excluding accrued interest on the Notes validly tendered and accepted. Following the completion of the tender offer, 200.3mn USD of Eurobond remained outstanding. GPH completed its five-year loan agreement for up to 261.3mn USD, with leading global investment firm Sixth Street, managing assets in excess of 50bn USD. As a result, GPH has concluded the early repayment of the 200.3mn USD Eurobond outstanding amount, plus accrued interest. This new investment from Sixth Street will strengthen GPH's balance sheet and provide flexible growth capital for GPH to pursue expansion opportunities at a dynamic juncture in the global cruise industry. Last but not least, as part of its global expansion strategy, GPH continuously monitors potential public and private acquisitions around world. For example, on 30 April 2021, GPH has signed a 20-year concession agreement to manage the cruise passenger terminal of the Port of Taranto, Italy. This has enhanced and further strengthened the GPH's presence in the cruise sector's core markets. Another recent development on the ports side, GPH has signed a 20-year lease agreement with the Port Authority of Kalundborg to manage the cruise services in Kalundborg Port, Denmark in October 2021. Kalundborg Port will be GPH's first cruise port in North Europe, marking an important milestone in the continued development and growth of the Group. Kalundborg is located in the north western region of Denmark and is just over one hour from Copenhagen city centre. The geographic location of the port means that it can provide cruise lines with a time saving and fuel-efficient alternative to Copenhagen Cruise Port. Kalundborg is a cruise destination that has historically received just a handful of cruise calls per season. However, with a new 500m quay completed in 2019 and with the addition of GPH's global expertise and know-how, we expect to drive strong growth in cruise traffic at the port over the years ahead. As part of the lease agreement, subject to certain milestones, GPH will invest up to €6m by the end of 2025 into a purpose-built cruise terminal. GPH currently expects to take over cruise port operations before the end of the current financial year.

During the year, Global Investment Holdings took major steps forward with its natural gas efforts. In the second core business area, Naturelgaz, the non-pipeline natural gas subsidiary, took a significant step towards its growth strategy and started to float on Borsa Istanbul as of 1st April 2021 following the completion of exceptionally successful IPO. The IPO has received overwhelming investor demand, with 75.3 times domestic individual investor oversubscription, 28.8 times domestic institutional investor oversubscription, and 3.5 times international institutional investor oversubscription with a total demand exceeding 15.5bn TL. Norges Bank Investment Management, out of Norway, acquired 8.3% of the total shares offered in the IPO. Naturelgaz received gross proceeds of 127mn TL which will be used to develop and expand its business. The Company, while improving its leadership position in Turkey, also envisages expanding its operations to Sub-Saharan countries where lack of pipeline infrastructure is an opportunity to transport natural gas to power and industrial plants. Moreover, on 10 February 2021, Naturelgaz signed an agreement with Petrol Ofisi to create synergies in the Auto CNG business. Such development will further strengthen the position of Naturelgaz in LNG, bulk CNG, and auto CNG businesses; increasing volume and geographical coverage while diversifying the product portfolio.

Furthermore, Consus Enerji, fully-owned subsidiary of Global Investment Holdings, operating in renewable energy generation and energy efficiency, applied to the Capital Markets Board to get approval to amend the Articles of Association for the purpose of the IPO.

GIH completed its capital increase process. Accordingly, GIH raised its issued share capital in cash, from TL325,888,409.93 to TL650,000,000. The capital increase resulted in total proceeds of TL 487,180,209.05 to GIH. The total amount of the funds from the Capital Increase were used in repayment of the TL Bonds and the Euro bank loan in accordance with the fund utilization report, which should significantly reduce net interest expenses in the following quarters

In the third core business line, pursuant to Capital Markets Board’s approval to exercise its option to buy additional 40% of Istanbul Asset Management in September 2021, GIH exercised its option and increased its stake in Istanbul Asset Management from 26.6% to 66.6%, becoming the largest shareholder; and hence paving the way for full consolidation. Through the exercise of the option, Global Investment Holdings acquired 5,673,600 shares, with a nominal value of 1 TL each, corresponding to 40% of the share capital of Istanbul Asset Management for a consideration of TL77,352,322, which has been fully paid in cash. Meanwhile, existing managing partners’ (Hasan Turgay OZANER, Tufan DERİNER and Alpaslan ENSARİ) stake stands at 22.3% after the transaction.

More on the finance front, 100% subsidiary of GIH, GYH Danışmanlık ve Yönetim Hizmetleri A.Ş. has been established to collect the Group’s financial services companies under one roof. All of the shares corresponding to 66.6% of Istanbul Portföy Yönetimi A.Ş. and 75% of the capital of Global Menkul Değerler A.Ş have been transferred to this new subsidiary.

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce that, following a public tender process, the Port Authority of Las Palmas has awarded preferred bidder status to Global Ports Canary Islands S.L. ("GPCI"), an 80:20 joint venture between GPH and Sepcan S.L. ("Sepcan"), to operate cruise port concessions for Las Palmas Cruise Ports.

The concessions cover the port of Las Palmas de Gran Canaria, port of Arrecife (Lanzarote) and Puerto del Rosario (Fuerteventura), which have tenures of 40 years, 20 years and 20 years respectively. Following successful execution of the concession agreements, GPH, as part of GPCI, will use its global expertise and operating model to manage the cruise port operations in Gran Canaria, Lanzarote and Fuerteventura.

The Group, GPCI and the Port Authority of Las Palmas will now work towards agreeing on the terms of the concession agreements. The concessions are expected to commence before the end of the current financial year, although there can be no certainty as to the timing or that the final conditions will be satisfied. A further announcement will be made when it is appropriate to do so.

GPH owns 80% of GPCI and Sepcan S.L. owns 20%. Sepcan is a Canary island family-owned company that has been providing services to the port of Las Palmas since 1936 and since 1998 has been focused on mooring/unmooring, luggage handling, ship's provisioning and passenger services. They also specialise in environmental services and maritime pollution prevention.

Emre Sayin, Chief Executive Officer, said:

"I am thrilled that Global Ports Canary Islands has been awarded preferred bidder status for Las Palmas Cruise Ports. On successful conclusion of the concession agreements, these ports will take the total number of cruise ports GPH operates and manages to 22. Despite the challenges of the Covid-19 pandemic, GPH is continuing to deliver on its strategic ambitions of growing its cruise port network. The addition of these cruise ports will take our cruise passenger capacity to over 15 million passengers per year including minority owned ports."

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce that it has signed a 20-year lease agreement with the Port of Authority of Kalundborg to manage the cruise services in Kalundborg Port, Denmark. Kalundborg Port will be GPH's first cruise port in North Europe, marking an important milestone in the continued development and growth of the Group.

Kalundborg is located in the north western region of Denmark and is just over one hour from Copenhagen city centre. The geographic location of the port means that it can provide cruise lines with a time saving and fuel-efficient alternative to Copenhagen Cruise Port.

Kalundborg is a cruise destination that has historically received just a handful of cruise calls per season. However, with a new 500m quay completed in 2019 and with the addition of GPH's global expertise and know-how, we expect to drive strong growth in cruise traffic at the port over the years ahead. As part of the lease agreement, subject to certain milestones, GPH will invest up to €6m by the end of 2025 into a purpose-built cruise terminal. GPH currently expects to take over cruise port operations before the end of the current financial year.

Further to our announcement dated 20 May 2021 regarding Global Investment Holdings’ initiation of the process to exercise its option to buy additional 40% of Istanbul Asset Management’s shares; Global Investment Holdings has completed such transaction following the receipt of regulatory approval of the Capital Markets Board of Turkey.

Through the exercise of the option, Global Investment Holdings acquired 5,673,600 shares, with a nominal value of 1 TL each, corresponding to 40% of the share capital of Istanbul Asset Management for a consideration of TL77,352,322, which has been fully paid in cash. Accordingly, Global Investment Holdings increased its stake in Istanbul Asset Management from 26.6% to 66.6%, becoming the largest shareholder; and hence paving the way for full consolidation. Meanwhile, existing managing partners’ (Hasan Turgay OZANER, Tufan DERİNER and Alpaslan ENSARİ) stake stands at 22.3% after the transaction.

Global Investment Holdings’ Chairman and CEO Mehmet Kutman stated, “I am very pleased that we have successfully completed this transaction and become the majority shareholder in such a robust company, in line with our strategy to grow in the non-bank financial services and asset management business. Istanbul Asset Management is the broadest asset management platform of Turkey with the current corporate investor base, market-leading position in alternative asset classes and foreign asset funds. Thanks to synergy created by the two companies over the years, Istanbul Asset Management managed to nearly double its AUM since the merger in September 2020, exceeding 11bn TL (6.4bn TL at the end of 2020), and becoming the largest native independent asset management company. I believe this company will continue to reach new heights, aiming to become the market leader in the future.”

Istanbul Asset Management’s Founding Partner Turgay Ozaner underlined that they act as a catalyst for the development of the sector and stated, “We had become Turkey’s largest native independent asset management company following the Istanbul Asset Management and Actus merger under Istanbul Asset Management. We have since then proven the added value of independent asset management companies with outperforming returns for our investors. Global Investment Holdings is a pioneering group in financial markets; and with the option GIH exercised, we believe we will further improve our successful track record.”

Istanbul Asset Management’s CEO Barış Hocaoğlu emphasized that they introduced new funds after the merger and said, “With TwoZero Venture Capital Fund we recently founded; we are investing in sports, media, and entertainment sectors, which attract attention due to successful exits. We are targeting to become a regional player with this fund. I believe GIH’s global market experience will be reflected on Istanbul Asset Management as well, and this will enable us to reach our targets sooner.”

Pursuant to our notifications to BIST on 22nd April 2021 and 3rd August 2021, we had announced that the Board of Directors of Global Investment Holdings (“GIH” or the “Company”) had resolved to issue 324,111,590.07 new ordinary shares and hence increase the issued share capital of the Company from TL325,888,409.93 to TL650,000,000 to be paid in cash.

In this context;
• 99.6% of the offer was exercised by the existing shareholders as pre-emptive rights
• The remaining 1,268,029.303 shares have been sold at Borsa İstanbul

Accordingly, the capital increase process has been completed with a total cash injection of TL 487,180,209.05 to GIH.

Following the completion of the rights issue, Global Investment Holdings’ Chairman & CEO Mehmet Kutman stated the following: “I am proud to announce that the GIH rights issue has been successfully completed. Going forward, we will focus on group-level deleveraging, positive free cash flow generation and operational profitability at subsidiaries level, resulting in dividend distribution to the parent. We would like to extend our genuine gratitude to our shareholders for their trust, support and faith during this process.”

Global Investment Holdings (“GIH”), a diversified conglomerate operating in 12 different countries across four continents, announced its consolidated interim results for the six months ended 30 June 2021 and other recent highlights.

Global Investment Holdings reported Consolidated Net Revenues (excluding IFRIC 12 Construction Revenue) of 625.9mn TL in the first half of 2021; while announced a Consolidated Operating EBITDA of 107.4mn TL.

Global Investment Holdings’ Chairman & CEO, Mehmet Kutman, stated that “Covid-19 has, of course, continued to create challenges during the first half of 2021 with the global uncertainty causing many businesses and organisations to be cautious on their spending plans and with travel restrictions still in place in many parts of the world, resulting in further 'right-shifting' of certain expected revenues. Because of this our first half year financials are therefore down on H1 2020, which had record results for the first three months before the Covid-19 pandemic had any real impact. However, interim results for the first half of 2021 are ahead of the second half of 2020 demonstrating recovery is underway and we believe that, providing the expected easing of restrictions and the resultant recovery continues, together with our strong pipeline we are on track to deliver a strong performance for 2021 and we are confident in our future forecasts.

The Chairman continued “I am thrilled with the progress we made in this active first half of 2021, successfully delivering on a number of key strategic initiatives in line with our long-term growth strategy. The Group’s key focus areas for the coming period are, deleveraging, positive FCF generation, operational profitability and efficiency. The Group will also keep on doing its duties in the best way, carry out innovative and pioneering works and add value to every field that it operates. This year we target to continue decreasing our net debt rapidly and have already made good progress towards this goal so far. The Group has been taking solid effective steps to stabilise its liquidity position and manage its long & short-term debt obligations through i) the completion of the sale of the Group’s largest commercial port, Port Akdeniz, ii) the successful IPO of its natural gas subsidiary, Naturelgaz, on Borsa Istanbul, iii) equity injection through a rights issue in GIH, vi) completion of the refinancing of Eurobond, and the anticipated IPO of Consus Energy. These all aim to provide the Group with a more stable, deleveraged capital structure. All these efforts, coupled with the encouraging initial signs coming from the ports business, indicate a more positive outlook looking ahead.”

Commenting on the results, The Chief Financial Officer of the Group, Ferdağ Ildır, stated that “The financial performance of the Group in the first half of 2021 reflects broader ongoing Covid-19 challenges. Despite this, our businesses have delivered a solid performance, supported by a highly skilled and talented workforce. Our H1 results reflect not only an improving global economic environment but evidence the operational improvements we have put in place and the acceleration of many of these initiatives last year. Whilst significant uncertainty remains, and the recovery is likely to take some time, we remain confident in the resilience and flexibility of the Group's businesses model, and its ability to execute on its growth strategy and build market share as demand recovers. In parallel, we will continue to evaluate internal and external opportunities that will deliver value for shareholders, in particular the significant potential to enhance future growth.”

Global Investment Holdings reported 625.9mn TL revenues (excluding IFRIC 12 Construction Revenue) for the half of 2021, up by 5% yoy. Negative impact of Covid-19 on particularly ports and real estate divisions partially offset the pleasing revenue growth in all other divisions. H1 2020 revenues included contribution from Port Akdeniz, the sale process has been completed in January 2021, amounting 105.2mn TL. Excluding the contribution from Port Akdeniz for H1 2020, total consolidated net revenues could have registered a 28% increase yoy. Nevertheless, this indicates a strong period, considering Q1 2020 did not suffer from any Covid-19 impact. The sequential trend in H1 2021 compared to H2 2020 shows a continuing improvement in performance across the Group, as the underlying businesses activity strengthens.

In the first half of 2021, consolidated Operational Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) amounted 107.4mn TL, compared to an EBITDA of 147.6mn TL in the same period last year. The notable solid contribution from the power, mining and brokerage & asset management divisions was partially offset by the weak performance of the ports divisions in the period. Meanwhile, Port Akdeniz had a major contribution to H1 2020’s financials with 74.6mn TL in EBITDA. Excluding the contribution from Port Akdeniz for H1 2020, consolidated operating EBITDA in H1 2021 could have increased nearly by half.

On a divisional basis,
The gas division has improved its solid financial position despite Covid-19 impacts thanks to its operational capability, efficient cost management structure and new business development efforts. The gas division distributed 88.8mn Sm3 sales volume in H1 2021, representing a notable increase of 29% compared to the same period last year. The higher volume was mainly due to the increase in City Gas sales, while inorganic growth achieved by the acquisition of LNG and CNG operations of SOCAR Turkey at the end 2020 has also made a significant contribution to the increase in sales volume. On the financial front, revenues increased by 26% yoy, reaching 231.9mn TL, mainly reflecting the addition of LNG revenues as a result of SOCAR LNG merger. Operating EBITDA came out at 36.3mn TL in the period, up slightly by 2% yoy and translating into a 15.7% EBITDA margin. Despite the 31% increase in gross margin yoy, limited increase in EBITDA stemmed from Opex increase due to Socar merger as well as one-off IPO related expenses.

The business line which is affected the most from Covid-19 is the ports business. The ports division reported 68.6mn TL revenues (excluding IFRIC 12 impact of 176.3mn TL for H1 2021 and 144.6mn TL for H1 2020), down by 66% yoy, while consolidated adjusted EBITDA was a loss of 22.8mn TL (84.4mn TL positive EBITDA in H1 2020). The limited return to cruise activity drove the declines in passenger volumes, revenue and EBITDA. H1 2020 figures were heavily boosted by the first time contribution of our new ports in Nassau and Antigua, while Port Akdeniz, although the sale process has been completed in January 2021, has a major contribution to the H1 2020’s financials with 105.2mn TL in revenues and 74.6mn TL in EBITDA. As we look to the future, many of our cruise ports have already started to welcome passengers in 2021, however, volumes remain small, yet this number has and will continue to grow, and the majority of our ports have started to receive calls. And we have good news from the Caribbean: the opening of the Caribbean cruise market has happened with homeport operations in Nassau in June and in Antigua in July (first time for Nassau and Antigua). While we expect to see an increase in cruise activity in Q3 2021, it is, as yet, unclear how the ramp up of cruise operations globally and on a regional level will shape up.

The power division, which includes co/tri-generation- along with biomass- and solar-based renewable power production, posted 165.9mn TL revenues in the half year, increasing remarkably by 37% yoy. With all plants fully under operation, the division’s EBITDA has also improved substantially to 64.7mn TL in H1 2021, registering a robust 73% growth yoy. The eye-catching financial performance during the half year was mainly attributable to pleasing operational performance in power plants and upward trend in electricity prices.

The mining division realized 236,785 tons of product sales in the first half of 2021, up by 45% yoy, mainly due to strong feldspar demand from export markets. The mining division reported revenues of 72.5mn TL, more than doubling yoy. The operating EBITDA was 27.8mn TL, increasing almost 4-fold yoy and delivering a 38.3% operating EBITDA margin, showing significant improvement compared to the same period last year (20.3% in H1 2020). Besides the volume growth, effective cost control measures as well as dominancy of hard currency denominated revenues were factors supporting the improvement in profitability during the period.

The other business line which was seriously negatively impacted by Covid-19 was the real estate business. The real estate division disclosed revenues of 11.8mn TL and an operating EBITDA of 2.4mn TL in the first half of the year, compared to 12.8mn TL and 2.9mn TL, respectively in H1 2020. The weakness was driven mainly by the lower real estate sales and rental revenues due to the safety precautions against Covid-19.

In H1 2020, the financial services subsidiaries shone. The division has remarkably increased the number of transactions during Covid-19 crisis which was reflected positively on its financials. The brokerage & asset management division reported revenues of 73.8mn TL in H1 2021, indicating a robust 84% yoy increase, while operating EBITDA almost tripled, reaching 31.6mn TL. The outstanding performance was attributable to the increase in trading volumes, as well as effective cost management.
GIH reported a consolidated net loss of 417.7mn TL in the first half of 2021, compared to a net loss of 237.4mn TL in the same period last year. The net loss stemmed mainly from non-cash depreciation and foreign currency translation differences incurred on Group’s long term borrowings as well as non-cash and non-operating one-off expenses. The bottom line incorporated 532.6mn TL non-cash charges of which 173.2mn TL are depreciation and amortization, 227.1mn TL net foreign exchange losses and 132.3mn TL one-off expenses. Had the pandemic not occurred and fx rate remained the same, GIH could have reported a consolidated net profit at the bottom-line.

Depreciation and amortization charges, despite the depreciation of Turkish Lira against hard currencies, have decreased from 233.7mn TL in H1 2020 to 173.2mn TL in H1 2021, purely as a result of Port Akdeniz’s sale depreciation effect. Also, the Group has incurred 227.1mn TL net non-cash foreign exchange losses, compared to 121.3mn TL in the first half of the last year. The Group’s net interest expenses in the half year was 155.2mn TL, as opposed to 151.8mn TL a year ago. The bottom line incorporated 132.3mn TL one-off expenses, most of which are non-cash. Majority of the non-cash impairment provision relates to Venezia & Adria impairment, amounting 87.4mn TL.

Major operational developments
On the operational front, developments are on track, in line with the growth strategy by means of new acquisitions and investments mainly into core businesses, which are ports infrastructure, clean energy and asset management. During the period, the strategic focus remained on the core businesses and how to best insulate the Group from the impact of Covid-19.

A major development on the ports side during the period, to position Global Ports Holding Plc (GPH) as a pure-play global cruise port operator, was the divestment of our concession in Port Akdeniz. Agreed in October 2020, this was finalised in January 2021, with the sale being materialized to QTerminals of Qatar. The sale's successful closing was an essential element of the Group's refinancing strategy for the 250mn USD 8.125% Senior Unsecured Notes due 2021 (Eurobond) issued by GPH's wholly-owned subsidiary Global Liman Isletmeleri A.S. On 7 April 2021, an offer was launched for up to 75mn USD of Eurobond, which was expired on 16 April 2021. Following the unmodified Dutch Auction procedure conducted in connection with the Offer, the total amount of cash used in connection with the Offer is 44.7mn USD excluding accrued interest on the Notes validly tendered and accepted. Following the completion of the tender offer, 200.3mn USD of Eurobond remained outstanding. GPH completed its five-year loan agreement for up to 261.3mn USD million, with leading global investment firm Sixth Street, managing assets in excess of 50bn USD. As a result, GPH has concluded the early repayment of the 200.3mn USD Eurobond outstanding amount, plus accrued interest. This new investment from Sixth Street will strengthen GPH's balance sheet and provide flexible growth capital for GPH to pursue expansion opportunities at a dynamic juncture in the global cruise industry. Last but not least, as part of its global expansion strategy, GPH continuously monitors potential public and private acquisitions around world. For example, on 30 April 2021, GPH has signed a 20-year concession agreement to manage the cruise passenger terminal of the Port of Taranto, Italy. This has enhanced and further strengthened the GPH's presence in the cruise sector's core markets.

During the year, Global Investment Holdings took major steps forward with its natural gas efforts. In the second core business area, Naturelgaz, the non-pipeline natural gas subsidiary, took a significant step towards its growth strategy and started to float on Borsa Istanbul as of 1st April 2021 following the completion of exceptionally successful IPO. The IPO has received overwhelming investor demand, with 75.3 times domestic individual investor oversubscription, 28.8 times domestic institutional investor oversubscription, and 3.5 times international institutional investor oversubscription with a total demand exceeding 15.5bn TL. Norges Bank Investment Management, out of Norway, acquired 8.3% of the total shares offered in the IPO. Naturelgaz received gross proceeds of 127mn TL which will be used to develop and expand the its business. The Company, while improving its leadership position in Turkey, also envisages expanding its operations to Sub-Saharan countries where lack of pipeline infrastructure is an opportunity to transport natural gas to power and industrial plants. Moreover, on 10 February 2021, Naturelgaz signed an agreement with Petrol Ofisi to create synergies in the Auto CNG business. Such development will further strengthen the position of Naturelgaz in LNG, bulk CNG, and auto CNG businesses; increasing volume and geographical coverage while diversifying the product portfolio.

Furthermore, Consus Enerji, fully-owned subsidiary of Global Investment Holdings, operating in renewable energy generation and energy efficiency, applied to the Capital Markets Board to get approval to amend the Articles of Association for the purpose of the IPO.

In the third core business line, Capital Markets Board approves GIH’s application to exercise its option to buy additional 40% of Istanbul Asset Management.

At the holding level, The Board of Directors of Global Investment Holdings had resolved to increase the issued share capital of the Company by 324,111,590.07 TL, from 325,888,409.93 TL to 650,000,000 TL, to be paid in cash. In this context; 324,111,590.07 new shares were offered to the existing shareholders, for 15 days, between 4th – 18th August 2021 at the value of TL1.5 per share. Out of that amount, 322,843,560.77 shares (99.6% of the offer) was used by the existing shareholders as pre-emptive rights, while the remaining 1,268,029.30 shares will be offered to the public on the Stock Exchange at the price to be set on Borsa Istanbul, which will not be lower than the price for the exercise of pre-emptive rights of TL1.50 per share, for 2 business days starting from 23rd August 2021. The capital increase indicates gross proceeds of 486,167,385 TL, which will be predominantly used to pay off debt at the Holding level, significantly reducing net interest expenses in the following quarters.

It was announced on 22nd April 2021 and 3rd August 2021 that the Board of Directors of Global Investment Holdings (“GIH” or the “Company”) had resolved to issue 324,111,590.07 ordinary shares, increasing the issued share capital of the Company from TL325,888,409.93 to TL650,000,000, to be paid in cash.

In this context;
324,111,590.07 new shares were offered to the existing shareholders, for 15 days, between 4th – 18th August 2021 at the value of TL1.5 per share. Out of that amount, 322,843,560.77 shares (99.6% of the offer) was used by the existing shareholders as pre-emptive rights, while the remaining 1,268,029.30 shares will be offered to the public on the Stock Exchange at the price to be set on Borsa Istanbul, which will not be lower than the price for the exercise of pre-emptive rights of TL1.50 per share, for 2 business days starting from 23rd August 2021.

We would like to extend our genuine gratitude to our shareholders for the trust, support and faith they have shown during this process.

Capital Markets Board Approves Global Investment Holdings’ Capital Increase, while exercise of pre-emptive rights commences on 4th of August 2021

As announced on 22nd April 2021, the Board of Directors of Global Investment Holdings (“GIH” or the “Company”) had resolved to issue 32,411,159,007 ordinary shares, with a nominal value of 1 Kr each, increasing the issued share capital of the Company by TL324,111,590.07, from TL325,888,409.93 to TL650,000,000, to be paid in cash. Also, the transaction was subject to the Capital Markets Board (the “CMB”) approval, which has been granted on July 29, 2021.

In this context;

-32,411,159,007 new shares will be offered to the existing shareholders, for 15 days, starting from 4th August 2021 at the value of 1.5 TL for 1 lot (100 shares). Those willing to use their pre-emptive rights will be required to deposit the participation amounts to their accounts at their custodians, at TL 1.5 per share and with a take up ratio of 99.4548% of the shares that they hold.
 
-Remainder of the shares that have not been bought by the existing shareholders, will be offered to the public on the Stock Exchange at the price to be set on Borsa Istanbul, which will not be lower than the price for the exercise of pre-emptive rights of 1.50 TL for 1 lot (100 shares), for 2 business days.

Through the capital increase, GIH has moved towards a much healthier balance sheet and capital structure. With the assumption that all newly issued shares are fully subscribed or otherwise sold on the Stock Exchange, gross proceeds of 486,167,385TL will be raised from the share capital increase, which will predominantly be used to pay off debt at the Holding level, significantly reducing net interest expenses in the following quarters. As a reminder, GIH’s Consolidated Net Debt stood at 3,764.3mn TL, while standalone net financial debt was 582.5mn TL as of March 31, 2021. Nevertheless, with a deleveraged balance sheet and improved profitability, GIH is aiming to distribute dividend starting from FY 2022, as long as the economic background allows.

The Group has been taking solid effective steps to stabilise its liquidity position and manage its long & short-term debt obligations through i) the completion of the sale of the Group’s largest commercial port, Port Akdeniz, ii) the successful IPO of its natural gas subsidiary, Naturelgaz, on Borsa Istanbul, iii) equity injection through a rights issue in GIH, vi) completion of the refinancing of Eurobond, and the anticipated IPO of Consus Energy. These all aim to provide the Group with a more stable, deleveraged capital structure. All these efforts, coupled with the encouraging initial signs coming from the ports business, indicate a more positive outlook looking ahead.

A further announcement will be made when additional developments require further information disclosure. Should you have any questions, please do not hesitate to contact us and contact your global or local custodian for steps to be taken for the process.

Rights Issue GIH

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce that it has now completed its new five-year loan agreement for up to $261.3 million, with leading global investment firm Sixth Street. As a result, GPH has concluded the early repayment of the $200.3 million outstanding amount, plus accrued interest, of the 8.125% senior unsecured Eurobond, due 14 November 2021, issued by GPH's wholly-owned subsidiary Global Liman Isletmeleri A.S.

The board and management of GPH explored a number of alternative refinancing options related to the Eurobond. Following that process, the unanimous view was that the financing arrangement with Sixth Street was in the best interests of the Company, its shareholders, as well as wider stakeholders.

The loan agreement provides for two term loan facilities, an initial five-year term facility of $186.3m and an additional five-year growth facility of up to $75.0m. At a General Meeting held on 9 June 2021, certain resolutions were passed related to issuing warrants to Sixth Street representing 9.0% of the issued share capital, and these warrants have now been issued. Resolutions were also passed related to issuing further warrants to Sixth Street, pro-rata to the utilisation of the $75.0 million growth facility. The warrants become exercisable upon certain specific events, including the acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control.

The new loan agreement has been secured with minimal dilution to existing shareholders despite the significant impact of the Covid-19 pandemic on the cruise industry and all cruise industry stakeholders.

Growth Financing
The five-year, senior secured loan agreement for up to $261.3 million with Sixth Street facilitated the repayment to Eurobond noteholders and provides flexible growth capital for GPH to pursue an exciting number of expansion opportunities at a dynamic juncture in the global cruise industry.

Global Ports Holding, Chairman and Co-Founder Mehmet Kutman said:
"The cruise industry has recently faced unprecedented challenges. As it emerges from the Covid-19 pandemic, it is clear that the demand for cruising remains strong. Our loan agreement and partnership with Sixth Street not only secures our current financing needs but provides the financial flexibility to support our ambitions to be the cruise port operator of choice for leading cruise port stakeholders all over the world. We look forward to using this capital to continue to expand the business and take advantage of the current significant pipeline of growth opportunities."

Global Investment Holdings’ energy generation subsidiary applied to the Capital Markets Board of Turkey to get approval to make the necessary amendments on its Articles of Association for the initial public offering

Consus Enerji (“Consus” or the “Group”), fully-owned subsidiary of Global Investment Holdings (“GIH”), operating in renewable energy generation and energy efficiency, has made an application to the Capital Markets Board of Turkey on June 16, 2021 to get approval to amend its Articles of Association in accordance with the capital markets legislation for the purpose of initial public offering of its shares.

Consus Enerji’s total installed capacity amounts to 94.1 MW, of which 40.0 MW is from renewable sources (biomass and solar) and the remaining capacity consists of co/tri-generation plants.

- Consus is Turkey’s one of the leading biomass power producers using mainly waste from agricultural fields with a total installed capacity of 29.2 MW at its Aydın-Söke (12 MW), Mardin-Derik (12 MW) and Şanlıurfa-Haliliye (5.2 MW) power plants. These facilities generated 171 million kWh of electricity in 2020, meeting the electricity requirement of c.65 thousand households; they are subject to the Renewable Energy Resources Support Mechanism (YEKDEM), selling electricity at USD 0.133 per kWh till 2027 at Aydın-Söke and Şanlıurfa-Haliliye plants and 2028 at Mardin-Derik plant. Consus is one of the very few companies to combine both biomass collection and power plant operation under a single roof.
- Consus commissioned its first solar power plant, Ra Solar, with 10.8 MWp installed capacity in Mardin at end-2019. Ra Solar is subject to Renewable Energy Resources Support Mechanism starting from 2020, selling electricity at USD 0.133 per kWh for ten years. The facility generated 20 million kWh electricity in 2020, meeting the electricity requirement of c.7.5 thousand households.
- In co/tri-generation business (energy efficiency), Consus has a total installed capacity of 54.1 MW at eight different points in Turkey. The company generated 461 million kWh energy, including electricity, heat and cooling in 2020.

Consus Enerji’s strategy is to develop green energy projects with attractive long-term feed-in tariffs and innovative energy efficiency solutions. In the coming years, the Group plans to establish a diversified and balanced power generation portfolio, both in terms of resources and geography. Consus is also looking at developing and/or acquiring additional renewable energy projects in a variety of regions outside Turkey. The Group is also planning to start solar farm investments of c.8.0 MWp during 2021 in its biomass plant areas in parallel with the new hybrid generation regulation to improve generation performance as well as plant efficiencies. Consus Enerji aims to boost its current installed capacity with additional renewable energy and energy efficiency investments in the upcoming years.

Global Investment Holdings (“GIH”), a diversified conglomerate operating in 12 different countries across four continents, announced its consolidated results for the three months ended 31 March 2021.

Global Investment Holdings reported Consolidated Net Revenues of 307.0mn TL in the first quarter of 2021, excluding IFRIC 12 impact of 73.6mn TL; while announced a Consolidated Operating EBITDA of 46.0mn TL.

The Group is taking effective steps to stabilise its liquidity position and manage its long & short-term debt obligations through i) the completion of the sale of the Group’s largest commercial port, Port Akdeniz, ii) exceptionally successful IPO of its natural gas subsidiary, Naturelgaz, on Borsa Istanbul, iii) equity injection through a rights issue in GIH (once the permitting is completed) and vi) refinancing of Eurobond. These all aim to provide the Group with a more stable, deleveraged capital structure.

Global Investment Holdings’ Chairman & CEO, Mehmet Kutman, stated that “The Group's overall performance in the first quarter of 2021 was lower compared to same period last year, mainly due to the Covid-19 pandemic. However, Q1 2021 was a strong quarter considering that the comparative period in the prior year did not suffer from any Covid-19 impact. The sequential trend in Q1 2021 compared to Q4 2020 shows a continuing improvement in performance across the Group, as the underlying businesses, particularly mining, gas, power and finance businesses strengthen. The performance indicators of the Group for Q1 2021 reflect the management's efforts aimed at ensuring financial stability and enhancing the Company's performance.”

Mr. Kutman added that “We are encouraged by the accelerating rollout of vaccines and the progress towards herd immunity. While evidence of recovery is encouraging, we have continued to take a cautious view of the impact of the pandemic on the businesses. We remain disciplined on costs. Looking ahead, we continue to pursue strategic initiatives we believe will drive further success. While further volatility is likely as our markets emerge from the pandemic in different ways, our strategy and purpose means we are very well placed to provide a strong and stable platform for long-term growth.”

Commenting on the results, The Chief Financial Officer of the Group, Ferdağ Ildır, stated that “The first quarter performance continued to be impacted by the Covid-19 pandemic. Thanks to our agile business model, we have taken quick measures to limit the effects of the crisis as much as possible without affecting our long-term potential. Our priority is to keep our balance sheet strong, persist our disciplined approach to capital allocation, and generate cash flow in all of our companies for the rest of 2021. Moreover, cautious and effective management approach will be carried out in all of our operations. We have weathered many crises in the past. In particular, this one is the foremost longest and most unknown so far. Our solid fundamentals which have served us well in the past decades, will enable us to navigate today and in the future.”

Global Investment Holdings reported 307.0mn TL revenues (excluding the impact of IFRIC 12 of 73.6mnTL) for the first three months of 2021, down by 5% yoy. Negative impact of Covid-19 on particularly ports and real estate divisions overshadowed the pleasing revenue growth in all other divisions. Q1 2020 revenues included Port Akdeniz contribution amounting 52.7mn TL. Excluding the contribution from Port Akdeniz for Q1 2020, total consolidated net revenues could have registered a 13% increase yoy. Nevertheless, this indicates a strong quarter, considering Q1 2020 did not suffer from any Covid-19 impact.

In the first three months of 2021, consolidated Operational Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) amounted 46.0mn TL, compared to an EBITDA of 85.1mn TL in the same period last year. The notable solid contribution from the gas, power, mining and brokerage & asset management divisions was offset by the weak performance of the ports and real estate divisions in the quarter. Port Akdeniz had a major contribution to Q1 2020’ financials with 37.3mn TL in EBITDA. Excluding the contribution from Port Akdeniz for Q1 2020, consolidated operating EBITDA could have remained broadly flat in Q1 2021.

On a divisional basis,
The gas division has improved its solid financial position despite Covid-19 impacts thanks to its operational capability, efficient cost management structure and new business development efforts. The gas division distributed 48.2mn Sm3 sales volume in Q1 2021, representing a notable increase of 49% compared to the same period last year. The higher volume was mainly due to the increase in City Gas sales, while inorganic growth achieved by the acquisition of LNG and CNG operations of SOCAR Turkey at the end 2020 has also made a significant contribution to the increase in sales volume. On the financial front, revenues increased by 47% yoy, reaching 124.7mn TL, mainly reflecting the addition of LNG revenues as a result of SOCAR LNG merger. Operating EBITDA came out at 22.1mn TL in the quarter, surging by 56% yoy and translating into a 17.8% EBITDA margin (16.7% in Q1 2020). The division improved its profitability in the period thanks to the solid revenue growth, increase in gas margin and effective cost management.

The business line which is affected the most from Covid-19 is the ports business. The ports division reported 28.9mn TL revenues (excluding IFRIC 12 impact of 73.6mn TL), down by 78% yoy, while consolidated adjusted EBITDA was a loss of 20.1mn TL (62.9mn TL positive EBITDA in Q1 2020). The limited return to cruise activity drove the declines in passenger volumes, revenue and EBITDA. Q1 2020 figures were heavily boosted by the first time contribution of our new ports in Nassau and Antigua, while Port Akdeniz, although the sale process has been completed in January 2021, has a major contribution to the Q1 2020’s financials with 52.7mn TL in revenues and 37.3mn TL in EBITDA. As we look to the future, many of our cruise ports have already started to welcome passengers in 2021, however, volumes remain small, yet this number has and will continue to grow, and the majority of our ports have calls scheduled to start in the next few weeks. And we have good news from the Caribbean: the opening of the Caribbean cruise market is going to happen with homeport operations in Nassau and Antigua (first time for Nassau and Antigua). While we expect to see an increase in cruise activity in Q2 and Q3 2021, it is, as yet, unclear how the ramp up of cruise operations globally and on a regional level will shape up.

The power division, which includes co/tri-generation- along with biomass- and solar-based renewable power production, posted 76.5mn TL revenues in the quarter, increasing remarkably by 40% yoy. With all plants fully under operation, the division’s EBITDA has also improved substantially to 25.8mn TL in Q1 2021, registering more than 2-fold increase yoy (10.9mn TL in Q1 2020). The eye-catching financial performance during the quarter was mainly attributable to pleasing operational performance in power plants.

The mining division realized 99,430 tons of product sales in Q1 2021, down 16% yoy, mainly due to the Covid-19 lockdown in export markets. The mining division reported revenues of 29mn TL, up by 21% over the first quarter of 2020. The operating EBITDA was 11.2mn TL, more than doubling yoy and delivering a 38.7% operating EBITDA margin for the quarter (18.8% in Q1 2020). Despite the effects of Covid-19 pandemic, increase in ratio of high value-add products in the sales mix, effective cost controls as well as sales in hard currency in export markets results in noteworthy improvement in operating profitability.

The other business line which was seriously negatively impacted by Covid-19 was the real estate business. The real estate division disclosed revenues of 5.3mn TL and an operating EBITDA of 0.4mn TL in the first quarter of the year, compared to 9.8mn TL and 3.9mn TL, respectively in Q1 2020. The weakness was driven mainly by the lower real estate sales and rental revenues due to the safety precautions against Covid-19.

In Q1 2020, the financial services subsidiaries shone. The division has remarkably increased the number of transactions during Covid-19 crisis which was reflected positively on its financials. The brokerage & asset management division reported revenues of 42.1mn TL in Q1 2021, indicating a robust 116% yoy increase, while operating EBITDA increased almost 5-fold, reaching 21.3mn TL as opposed to last year’s 4.7mn TL. The outstanding performance was attributable to the increase in trading volumes, as well as effective cost management.

GIH reported a consolidated net loss of 184.7mn TL in the first quarter of 2021, compared to a net loss of 131.0mn TL in the same period last year. The net loss stemmed mainly from non-cash depreciation and foreign currency translation differences incurred on Group’s long term borrowings. The bottom line incorporated 204.2mn TL non-cash charges, of which 89.3mn TL are depreciation and amortization and 114.8mn TL net foreign exchange losses. When adjusted for the non-cash charges, the bottom line turns to positive. Depreciation and amortization charges, despite the depreciation of Turkish Lira against hard currencies, have decreased from 111.3mn TL in Q1 2020 to 89.3mn TL in Q1 2021, purely as a result of Port Akdeniz’s sale depreciation effect (33.2mn TL in Q1 2020). Also, the Group has incurred 114.8mn TL net non-cash foreign exchange losses, compared to 71.0mn TL in the first quarter of the last year. The Group’s net interest expenses in the quarter was 78.4mn TL, as opposed to 71.2mn TL in Q1 2020.

Major operational developments
On the operational front, developments are on track, in line with the growth strategy by means of new acquisitions and investments mainly into core businesses, which are ports infrastructure, clean energy and asset management. During the quarter, the strategic focus remained on the core businesses and how to best insulate the Group from the impact of Covid-19.

A major development on the ports side during the quarter, to position Global Ports Holding Plc (GPH) as a pure-play global cruise port operator, was the divestment of our concession in Port Akdeniz. Agreed in October 2020, this was finalised in January 2021, with the sale being materialized to QTerminals of Qatar. The sale's successful closing was an essential element of the Group's refinancing strategy for the 250mn USD 8.125% Senior Unsecured Notes due 2021 (Eurobond). On 7 April 2021, an offer was launched for up to 75mn USD of Eurobond, which was expired on 16 April 2021. Following the unmodified Dutch Auction procedure conducted in connection with the Offer, the total amount of cash used in connection with the Offer is 44.7mn USD excluding accrued interest on the Notes validly tendered and accepted. Following the completion of the tender offer, 200.3mn USD of Eurobond remain outstanding. Recently, GPH has entered into a five-year, senior secured loan agreement for up to 261mn USD with the leading global investment firm Sixth Street, managing assets in excess of 50bn USD. This new investment from Sixth Street will strengthen GPH's balance sheet and provide flexible growth capital for GPH to pursue expansion opportunities at a dynamic juncture in the global cruise industry. The net proceeds from the loan will be used, inter alia, to refinance the outstanding Eurobond. Last but not least, as part of its global expansion strategy, GPH continuously monitors potential public and private acquisitions around world. For example, on 30 April 2021, GPH has signed a 20-year concession agreement to manage the cruise passenger terminal of the Port of Taranto, Italy. This has enhanced and further strengthened the GPH's presence in the cruise sector's core markets.

During the year, Global Investment Holdings took major steps forward with its natural gas efforts. In the second core business area, Naturelgaz, the non-pipeline natural gas subsidiary, took a significant step towards its growth strategy and started to float on Borsa Istanbul as of 1st April 2021 following the completion of exceptionally successful IPO. The IPO has received overwhelming investor demand, with 75.3 times domestic individual investor oversubscription, 28.8 times domestic institutional investor oversubscription, and 3.5 times international institutional investor oversubscription with a total demand exceeding 15.5bn TL. Norges Bank Investment Management, out of Norway, acquired 8.3% of the total shares offered in the IPO. Naturelgaz received gross proceeds of 127mn TL which will be used to develop and expand the its business. The Company, while improving its leadership position in Turkey, also envisages expanding its operations to Sub-Saharan countries where lack of pipeline infrastructure is an opportunity to transport natural gas to power and industrial plants. Moreover, on 10 February 2021, Naturelgaz signed an agreement with Petrol Ofisi to create synergies in the Auto CNG business. Such development will further strengthen the position of Naturelgaz in LNG, bulk CNG, and auto CNG businesses; increasing volume and geographical coverage while diversifying the product portfolio.

In the third core business line, GIH initiated the process to exercise its option to buy additional 40% of Istanbul Asset Management.

At the holding level, The Board of Directors of Global Investment Holdings resolved on 22 April 2021 to increase the issued share capital of the Company by 324mn TL, from 325mn TL to 650mn TL which is the upper limit of its registered capital. Such capital increase will be paid in cash. Completion of the capital increase is conditional upon receipt of customary regulatory clearances and approvals from various Turkish governmental authorities, including the Capital Markets Board of Turkey (CMB Application Date for Capital Increase: 27 April 2021), Borsa Istanbul, Central Registry Agency and Istanbul Settlement and Custody Bank. With the assumption that our shareholders will fully exercise their right to purchase new issued shares, a gross revenue of 486mn TL will be raised from the share capital increase. Through the capital increase, GIH is taking effective steps to stabilise its liquidity position and manage its long-term debt obligations. This aims to provide the company with a more stable, deleveraged capital structure.

Naturelgaz, Turkey’s leading non-pipeline natural gas distribution company and a subsidiary of Global Investment Holdings, reported revenues of 125.2 mn TL in Q1 2021, up by 46% yoy. EBITDA reached 21.6 mn TL, surging by 49% yoy; while net profit amounted to 858k TL.

Commenting on the results, the CEO of Naturelgaz, Hasan Tahsin Turan, stated that “We have achieved strong results thanks to our healthy balance sheet. The Company’s net debt amounting to 105 mn TL at the end of 2020, has turned into 26 mn TL net cash surplus as of Q1 2021 due to the proceeds from the IPO. We look forward to evaluating growth opportunities in our existing business through new investments and extending our expertise to surrounding markets to realize new projects.”

Naturelgaz, Turkey’s leading non-pipeline natural gas distribution company and a subsidiary of Global Investment Holdings, announced its financial results for the first quarter of 2021. Revenues reached 125.2 mn TL, representing a robust increase of 46% compared to the same period last year. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) reached 21.6 mn TL in the quarter, surging by 49% yoy. Naturelgaz reported a net profit of 858k TL in the first quarter of 2021, and the Company’s paid-in-capital stood at 358.1 mn TL.

Sales volume reached 48.2 mn Sm3 in the first quarter of 2021, representing a notable increase of 49% compared to the same period last year. The higher volume is mainly due to the increase in City Gas sales, while inorganic growth achieved by the acquisition of LNG and CNG operations of SOCAR Turkey at the end 2020 has also made a significant contribution to the increase in sales volume.

Auto-CNG stations will rise to 21
Business development efforts continued in the first quarter of 2021, and on February 10th 2021, Naturelgaz signed an agreement with Petrol Ofisi to create synergies in the auto-CNG business. The agreement envisages the establishment of 12 new auto-CNG stations within two years in Petrol Ofisi’s or its dealers’ stations with Naturelgaz’ licenses, while revenue generation will be shared between the two parties. As a result of the agreement, the infrastructure of Naturelgaz will enlarge to 21 auto-CNG stations.

As of April 1st 2021, 30% of Naturelgaz’s shares started to trade on BIST Stars Market with “NTGAZ” ticker. The IPO of Naturelgaz, marked as the first in energy sector in 2021 and priced at 8.50 TL per share, has received overwhelming investor demand, with 75.3 times domestic individual investor oversubscription (allocation: 60%), 28.8 times domestic institutional investor oversubscription (allocation: 30%), and 3.5 times international institutional investor oversubscription (allocation: 10%) with an offer size of 293,250,000 TL.

Robust start to 2021
Commenting on the results, the CEO of Naturelgaz, Hasan Tahsin Turan, stated that “We managed to close the first quarter of this year with very successful performance. EBITDA surged by 49% compared to the same period last year. Our strong financial performance can be attributed to the increase in sales volumes as well as effective cost management. In order to mitigate the adverse effects of the pandemic, we focused on operational efficiency and careful risk management more than ever, and minimized the currency risk. We look forward to increasing our sales volume further in order to strengthen our leading position in the sector.”

Drawing attention to the improvement in liquidity and decrease in indebtedness ratio, the CEO further stated: “The Company’s net debt amounting to 105 mn TL at the end of 2020, has turned into 26 mn TL net cash surplus as of Q1 2021 due to the proceeds from IPO. Consequently, we expect a significant decline in our financial expenses in the coming period.”

Investments will continue
The CEO added that: “We are focusing on business development both in Turkey and abroad. Our utmost aim is to provide sustainable and innovative solutions to our customers. To this end, we look forward to evaluating growth opportunities in our existing business through new investments and extend our expertise to surrounding markets to realize new projects.”

Global Investment Holdings’ (“GIH”) subsidiary Global Ports Holding Plc ("GPH" or the "Group"), the world's largest independent cruise port operator, announces that its wholly owned subsidiary Global Liman Isletmeleri A.S. has today given notice to noteholders of its intention to redeem on 30 June 2021 any and all of the outstanding 8.125% Senior Unsecured Notes due 2021 ($200.3 million as of today) at par plus any accrued and unpaid interest.

The redemption and the redemption date is conditioned upon financial close of the recently announced loan financing. For further details, a copy of the Conditional Notice of Full Redemption can be found on the GLI Eurobond refinancing page of the Company's website. www.globalportsholding.com

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce further details of the Group's financing arrangements, as previously announced on 17 May 2021, which will allow the Group to refinance the remaining Eurobond in full with a new five-year term loan facility.

GPH has entered into a five-year, senior secured loan agreement for up to $261 million with the leading global investment firm Sixth Street. This new investment from Sixth Street will strengthen GPH's balance sheet and provide flexible growth capital for GPH to pursue expansion opportunities at a dynamic juncture in the global cruise industry.

The loan agreement provides for two term loan facilities, an initial five-year term facility of $186.3m and an additional five-year growth facility of up to $75.0m.

The net proceeds of the initial facility, together with existing cash resources, will be used to refinance the outstanding amount of the 8.125% senior unsecured Eurobond, due 14 November 2021, issued by GPH's wholly owned subsidiary Global Liman Isletmeleri A.S. The initial facility will also be used to pay related fees and expenses and general corporate purposes.

The net proceeds of the growth facility are proposed to be used to invest in new port projects and capital expenditure, as well as related fees and expenses.

Under the terms of the loan agreement, GPH will have the ability to select from a range of interest payment options including an all-cash interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate or a PIK-only rate of LIBOR +8.5% up until December 2022.

As part of the financing arrangement with Sixth Street, the Company has agreed to issue warrants to Sixth Street for a subscription price equal to the nominal value per share (the "Warrants") representing 9.0% of GPH's fully-diluted share capital (subject to customary adjustments). As and when the growth facility is utilised, GPH has agreed to issue further Warrants, pro-rata to the utilisation of the $75.0m growth facility, representing up to an additional 3.75% of the fully-diluted share capital. The Warrants will become exercisable upon certain specific events including the acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control.

The issue of the Warrants in connection with the new financing arrangements is conditional on the passing of certain resolutions by shareholders at a General Meeting to be convened on 9 June 2021. Further details of the General Meeting are contained below.

Global Ports Holding, Chairman and Co-Founder Mehmet Kutman said:
"I am delighted that we have reached this agreement with Sixth Street. This timely financing arrangement and partnership, not only secures our current financing needs for the next five years, it gives us the financial flexibility to take advantage of a significant pipeline of growth opportunities. We look forward to using this capital to continue to expand our business."

Global Ports Holding, Chief Executive Officer Emre Sayin said:
"Securing this loan agreement is an important step in turning the threat of Covid into an opportunity for GPH. As we look to the future, many of our cruise ports have already started to welcome passengers in 2021 and the majority of our ports have calls scheduled to start in the next few weeks. Our commitment to our current and future destinations remains undiminished, while 2020 was a year of uncertainty, 2021 is shaping up to be a year of hope."

General Meeting
GPH expects to send to shareholders today a notice convening a general meeting at 10.00 a.m. on 9 June 2021 (the "Notice of General Meeting"), together with an associated form of proxy.

The issue and allotment by GPH of some of the Warrants to Sixth Street is conditional, inter alia, on the passing of the resolutions at the General Meeting to authorise the Directors to issue the Warrants to Sixth Street under the terms of the financing arrangements. The Board's unanimous view is that the financing arrangement with Sixth Street, including issuing of the Warrants, is in the best interests of the Company, its shareholders, as well as wider stakeholders. The Board therefore recommends that shareholders approve the resolutions at the General Meeting.

If the resolutions are not passed by the requisite majority, Global Yatırım Holding A.Ş., has agreed to enter into a call option agreement prior to the closing of the financing agreements to provide Sixth Street with an equivalent shareholding in the Company.

Further details of the General Meeting, including the resolutions to be put to shareholders, can be found in the Notice of General Meeting, a copy of which can be found at: www.globalportsholding.com.

Copies of the Notice of General Meeting and form of proxy will be submitted to the National Storage Mechanism and will shortly be made available for inspection at: www.morningstar.co.uk/uk/NSM.

https://www.londonstockexchange.com/news-article/GPH/eurobond-refinancing-growth-financing-and-general-meeting/14988024

Further to our announcement dated 25 September 2020 regarding the completion of the merger of Global Investment Holdings’ subsidiary Actus Asset Management and Istanbul Asset Management under Istanbul Asset Management, Global Investment Holdings has initiated the process to exercise its option to buy additional 40% of Istanbul Asset Management’s (merged entity) shares. Currently, Global Investment Holdings’ share in the merged entity is 26.6%. Completion of such transaction is conditional upon receipt of customary regulatory approval of the Capital Markets Board of Turkey.

Through the exercise of the option, Global Investment Holdings is to acquire 5,673,600 shares, with a nominal value of 1 TL each, corresponding to 40% of the share capital of Istanbul Asset Management. Once the share transfer is materialized, Global Investment Holdings will be the largest shareholder of Istanbul Asset Management with 66.6% stake, which will pave the way for full consolidation.

Istanbul Asset Management (the merged entity) is Turkey’s largest domestic and independent asset management company with an AUM of 9.1bn TL as of the end of April 2021 (6.4bn TL at the end 2020). Istanbul Asset Management is the most extensive asset management platform of Turkey with the current corporate investor base, market leader position in alternative asset classes and foreign country asset funds.

A further announcement will be made when additional developments require further information disclosure.

 

Global Ports Holding Plc (“GPH” or “Group”), the world’s largest independent cruise port operator, is pleased to announce that, it has signed a five-year senior secured loan agreement with an international, institutional investor.
The loan agreement remains conditional on a number of factors, which are expected to be satisfied before the end of June 2021. As part of the loan facility, the Company intends to issue warrants over its shares to the lender, which will become exercisable subject to certain events. Further details on the terms of this financing arrangement will be provided when it is appropriate to do so.
The net proceeds will be used to refinance the outstanding 8.125% senior Unsecured Notes due 2021 issued by GPH’s wholly owned subsidiary Global Liman Isletmeleri A.S.
The loan agreement also provides for potential additional growth funding to provide flexible financing solutions for GPH’s strategic objective of growing the number of cruise ports in its network.

Global Ports Holding Plc (“GPH”), the world’s largest cruise port operator, signed a 20-year concession agreement to manage the cruise passenger terminal of the Port of Taranto, Italy. This agreement follows the announcement made by GPH on the 16 November 2020 that the Port Network Authority of the Ionian Sea had issued an award decision to grant a concession to GPH subject to entering a final concession agreement.

The cruise port infrastructure in Taranto is currently undergoing a state funded, c€28m investment program, including the building of a new cruise terminal. The construction of these new facilities is expected to be completed by March 2022. Following the successful execution of the concession agreement, GPH will use its global expertise and operating model to manage the cruise port operations in Taranto. In 2019, Taranto Cruise Port welcomed c9k cruise passengers, with a pre Covid-19 forecast of over 14k passengers in 2020.

The President of the Port network Authority, Mr. Sergio Prete said: “This signing is a start of a new season of development and renewed expansion for the port of Taranto in the cruise sector, thus marking a memorable milestone for the Ionian community. The Port Authority will continue its promotional activity by widening the strategy oriented towards the growth of cruise traffic, in full cooperation with the activities that the Global Ports Holding will carry out in the area, aiming to make Taranto a privileged and desired destination for an increasing number of passengers. Moreover, thanks to the solid synergy established with the local Municipality, we will jointly continue to work to enhance the city’s brand as a tourist and cruise destination, by encouraging the dynamic and sustainable development of the local economy as well as the proactive function played by the port towards the territory”.

Dr. Antonio Di Monte, General Manager of GPH Italian Cruise Ports commented: “Taranto, also known as the seaside city, with its extraordinary riches of history, culture, landscape and nature, has a great potential to develop its cruise traffic. Through strong collaboration with the Port Network Authority of the Ionian Sea, the Municipality, and other local stakeholders, as Global Ports Holding, we will achieve the growth objectives of the increase in cruise traffic all the while having a positive effect on the local socio-economic fabric.”

H. Emre Sayın, CEO of Global Ports Holding commented: “This concession award is proof of GPH’s continued efforts to offer its expertise and network benefits to the cruise ports around the Mediterranean. In collaboration with our local stakeholders, we intend to transform Taranto into one of the highlights of Southern Italian itineraries, driving higher passenger volumes and introducing this beautiful city which harbors an ancient history dating back to the Spartans.”

Located in Southern Italy, the city of Taranto, was founded by the Spartans during the Greek colonization of the coast of Southern Italy. Through the years the city became a cultural, economic, and military power. Today it is one of the largest continental cities in southern Italy and an important commercial and naval port.

The Board of Directors of Global Investment Holdings (“GIH” or the “Company”) resolved on April 22nd 2021 to issue 32,411,159,007 ordinary shares, with a nominal value of 1 Kr each, increasing the issued share capital of the Company by 324,111,590.07 TL, from 325,888,409.93 to 650,000,000, which is the upper limit of its registered capital. Such capital increase will be paid in cash.

GIH’s existing shareholders will be able to exercise their pre-emptive rights for the new issued shares at the value of 1.5 TL for 1 lot (100 shares). Remainder of the shares that have not been bought by the by the existing shareholders, will be offered to the public on the Stock Exchange at the price to be set on Borsa Istanbul, which will not be lower than the nominal value, for 2 business days.

Through the capital increase, GIH is taking effective steps to stabilise its liquidity position and manage its long-term debt obligations. This aims to provide the company with a more stable, deleveraged capital structure.

Completion of the capital increase is conditional upon receipt of customary regulatory clearances and approvals from various Turkish governmental authorities, including the Capital Markets Board of Turkey, Borsa Istanbul, Central Registry Agency and Istanbul Settlement and Custody Bank.

Upon the completion of this capital increase in cash, the Board later on to evaluate the usage of the 192,110,841.59 TL, that already exists under internal resources, as share premiums, in addition to share premiums to be obtained from this capital increase in cash, for a possible non-cash capital increase.

This announcement is for information purposes only and is not an offer to purchase or a solicitation of an offer to sell any securities. This announcement is not for distribution or publication in or into the United States of America or any other jurisdiction in which it would be unlawful to do so. The Offer is being made only to holders of the Notes who are non-U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended.

Global Ports Holding Plc ("GPH" or the "Group"), the world's largest independent cruise port operator, announces today that its wholly owned subsidiary Global Liman Isletmeleri A.S. (the "Offeror") has today launched an offer for up to $75.0 million of its $250,000,000 8.125% Senior Unsecured Notes due 2021.

The Offer
The Offer is being made upon the terms and subject to the conditions set forth in the Tender Offer Memorandum, which is available at https://www.globalportsholding.com/gli-eurobond-financing-register.php. The maximum purchase price that will be accepted by the Offeror for the Notes, will be determined through a reverse Unmodified Dutch Auction process. The details for which are laid out in the Tender Offer Memorandum. The Offer commences on 7 April 2021 and will expire at 4.00pm on 13 April 2021, unless extended.

Rationale for the Offer
The purpose of the Offer is to enable the Offeror to acquire and cancel its outstanding Notes, thereby reducing the outstanding principal amount thereof and related interest expense, which is consistent with the Offeror's ongoing liability management objectives and its strategy to proactively address the upcoming maturity of the Notes.

The Group is currently in the advanced stages of securing additional liquidity which, if received, the Group intends to use to redeem outstanding Notes; however, there can be no assurance that such financing will be obtained prior to the maturity of the Notes or at all.

We had announced that Global Investment Holdings’ (“GIH”) Board of Directors approved on February 5th 2021 the Initial Public Offering of Naturelgaz Sanayi ve Ticaret A.Ş. (“Naturelgaz”), a subsidiary of GIH. Naturelgaz is Turkey’s leading non-pipeline natural gas distribution company with an estimated 25% market share in CNG (Compressed Natural Gas) and LNG (Liquefied Natural Gas) with a total sales volume of 173.4 million cubic meters in 2020. The Company’s 13 mother-stations and 9 auto-CNG stations, coupled with a state-of-the art equipment and vehicle fleet, constitute the widest network in Turkey.

We now proudly announce that Naturelgaz has successfully completed the IPO process. The IPO, priced at 8.50 TL per share, has received overwhelming investor demand, with 75.3 times domestic individual investor oversubscription (allocation: 60%), 28.8 times domestic institutional investor oversubscription (allocation: 30%), and 3.5 times international institutional investor oversubscription (allocation: 10%) with a total demand nearing 2 billion USD. Norges Bank Investment Management, out of Norway, acquired 8.3% of the total shares offered in the IPO. Based on the offer price, the total market capitalisation of Naturelgaz at the commencement of trading will be approximately 977.5 million TL.

The offering comprised from issuance of new ordinary shares and sale of existing shares. The offer size was 293,250,000 TL, including a primary offer of 127,341,951 TL. The Company issued 14,981,406 new shares, increasing the total number of shares issued from 100,018,594 to 115,000,000. In addition, GIH sold 16,146,097 existing shares and also an additional 3,136,363 shares were made available pursuant to an over-allotment option due to high demand; of which 4,267,451 was for the purpose of exchanging same number of shares held by a minority shareholder, leaving GIH with net offered shares of 15,015,009. Hence, GIH will receive gross proceeds of approximately 127,627,581 TL pursuant to the Offer (excluding fees and expenses), which will predominantly be used to pay off debt at the Holding level. Nevertheless, at the Offering all existing minority shareholders at Naturelgaz with total shares of 4,503,585 sold their shares, leaving the capital structure with no remaining privileged shares. After the IPO, GIH remains the largest individual shareholder of Naturelgaz with 70% stake, while free float stands at 30% to trade on Borsa İstanbul.

Naturelgaz will receive net proceeds of approximately 127,341,951 TL which will be used to develop and expand the its business. The Company, while improving its leadership position in Turkey, also envisages expanding its operations to Sub-Saharan countries where lack of pipeline infrastructure is an opportunity to transport natural gas to power and industrial plants.

Subject to certain customary exceptions, a lock up period will be in place for the Company, GIH (for a period of 180 days from Admission) prohibiting the further sale of Shares.

Mehmet Kutman, Chairman of Naturelgaz and Global Investment Holdings’ Chairman & CEO, stated that: "Today’s announcement is a major milestone for Naturelgaz and I would like to welcome our new shareholders who share our exciting vision. I would like to extend my sincere gratitude to all my colleagues who worked very hard to make this exceptionally successful transaction happen under the prevailing and challenging market conditions. We look forward with confidence to the next stage of our development as a listed company."

Hasan Tahsin Turan, CEO of Naturelgaz, said: "We are very pleased with the strong interest in our offer, and we would like to thank our investors for supporting us during this exciting time for our business. We are proud of our unique business model and ambitious plans for the future, which will create value for all our stakeholders. We look forward to delivering on our strategy and continuing to explore new growth opportunities."

 

Global Investment Holdings, a diversified conglomerate operating in 13 different countries across four continents, announced its audited results for the twelve months ending 31 December 2020.

Global Investment Holdings reported Consolidated Net Revenues of 1,330mn TL in 2020, excluding IFRIC 12 impact of 298.8mn TL; while announced a Consolidated Operating EBITDA of 327.7mn TL. Quarterly results were solid with the bottom line marking 19.9mn TL net profit in Q4 2020 as opposed to a net loss of 44.7mn TL in Q4 2019.

Global Investment Holdings’ Chairman & CEO, Mehmet Kutman, stated that “2020 was a year unlike any other we have lived through. While infectious diseases remain a part of global life and we have always recognised the possibility that they may impact our lives, our expectations were generally of a localised serious outbreak, or maybe a bad global flu season. The novel coronavirus was definitely not localised, nor was it merely a bad flu.”

The Chairman continued “Before commenting on the 2020 financial results, let me begin by thanking healthcare workers throughout the world, but specifically those working in countries in which we operate. We have had friends and family of global employees catch the virus, and indeed some cases of employees themselves falling ill. But thanks in large part to the efforts of doctors and nurses, we have had no casualties.”

Drawing attention to the results and careful risk management, the Chairman further stated: “Global Investment Holdings companies did not plough through 2020 oblivious to the damage being inflicted on the world, but with obvious exceptions generally weathered it better than some might have feared. Our first discussions about the emerging situation in Wuhan took place in the last week of January and the first week of February 2020, with the first company-wide measures announced soon afterwards, and though these were initially in the form of travel restrictions, they were very quickly and substantially ramped up. We also quickly moved to reduce costs, and in some cases extreme measures were taken. I would like to thank all employees for their understanding and patience.“ Mr. Kutman added that “Even in times of unexpected volatility and great challenge, there is much to be positive about at Global Investment Holdings. We continue to execute an exceptional performance across the Group – and continue to dream big for the future.

Commenting on the results, The Chief Financial Officer of the Group, Ferdağ Ildır, stated that “The results for the year were significantly impacted by the outbreak of Covid-19, which has had a devastating impact on both global economies and global travel sectors, particularly from late February 2020 onwards. We went into this pandemic in a strong position with healthy levels of capital and liquidity, however undoubtedly profits are lower in a period where our focus has rightly been on the safety and well-being of our teams and ensured business continuity. We have adequate liquidity and solvency headroom and management will continue to monitor and regularly review the longer term impact of the Covid-19 pandemic on the Group. At the same time, we are taking all appropriate actions to preserve cash, reduce and defer both capital spending and operating costs and secure additional financing in order to strengthen and maintain our liquidity. Our main target was to maintain and improve the results while we placed greater importance on being efficient, competitive and profitable in our core businesses.”

Global Investment Holdings reported 1,330mn TL revenues (excluding the impact of IFRIC 12) for 2020, down by 8% yoy. Negative impact of COVID-19 on particularly ports, mining and real estate divisions overshadowed the pleasing revenue growth in power and brokerage & asset management divisions. Covid-19 outbreak put material pressure on revenues. If this pandemic had not occurred, total consolidated net revenues could have registered a 39% increase yoy to around 2,004mn TL. Nevertheless, the mining and real estate divisions' performances in the second half showed remarkable improvement compared to the first half as pandemic restrictions were partially eased.

At the end of 2020, consolidated Operational Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) amounted 328.7mn TL, compared to an EBITDA of 563.3mn TL in 2019. The notable solid contribution from the power and brokerage & asset management divisions in particular was offset by the expected weak performance of the ports and real estate divisions in the year. Covid-19 outbreak pressured EBITDA as well. If such pandemic had not occurred, total consolidated operating EBITDA had been forecast to jump nearly 50% to 844.4mn TL.

On a divisional basis,
Naturelgaz, compressed natural gas distributor, has sustained its solid financial position despite Covid-19 impacts thanks to its operational capability, efficient cost management structure and new business development efforts. The gas division distributed 173.4mn Sm3 sales volume in 2020, compared to 167.1mn Sm3 for 2019, reflecting the impact of Socar LNG merger back on 30 October 2020. On the financial front, revenues increased by 6% yoy, reaching 452.1mn TL, mainly reflecting the addition of LNG revenues as a result of SOCAR LNG merger. Operating EBITDA came out at 96.0mn TL in the year, down 5% yoy and translating into a 21.2% EBITDA margin (23.6% in 2019). Despite the gross margin was broadly flat yoy at 29%, such decline has stemmed from Opex increase due to the ongoing expenses of the recently acquired stations in the last 2 months, which will start to generate margins in-line with outstanding stations in the coming years.

The business line which is affected the most from Covid-19 is the ports business. The ports division reported 395.9mn TL revenues (excluding the impact of IFRIC 12), down by 41% yoy, while consolidated adjusted EBITDA fell by 71% yoy to 127.1mn TL. Due to the application of IFRIC-12 for Nassau Cruise Port the capex incurred for this project is accounted for as revenue including a gross profit margin of 2%. IFRIC-12 had impact of 298.8mn TL (42.6mn USD) on revenues in 2020. The expenditure for the construction activities is recognised as operating expenses. The margin is non-cash. The ports division benefited from the Q1 pre-pandemic first time contribution from the Caribbean ports, as well as the favourable currency environment in Turkey. However, the travel restrictions imposed globally following the widespread outbreak of the Covid-19 virus have had a materially negative impact on the cruise business. The adverse effect of Covid-19, coupled with the unfavourable impact of the uncertainties around global trade on commercial operations, put pressure on margins. Despite the materially negative impact of Covid-19 on our operations; the inherent flexibility in GPH's business model, including the extensive use of outsourced service providers, means that many of the costs expand and contract in line with cruise traffic or cargo volumes, which should help to reduce costs and preserve cash. The ports business, Global Ports Holding Plc has changed its calendar year from March to March; hence, they have notified us that they will announce their 15-month results not before July 2021.

The power division, which includes co/tri-generation- along with biomass- and solar-based renewable power production, reported 261.8mn TL revenues in the year, increased remarkably by 76% yoy. The increase was mainly attributable to the commencement of 10.8MW Mardin solar power plant, selling electricity at the feed-in tariff rate of US$0.133/kWh and the pleasing performance of operational plants. With all plants fully under operation, the division’s EBITDA has also improved substantially to 96.2mn TL in 2020, registering more than 5-fold increase yoy (18.3mn TL in 2019). The eye-catching EBITDA growth is mainly attributable to solid operational performance in power plants as well as first time consolidation effect of the high margin solar based renewable power plant.

The mining division realized 366,511 tons of product sales in 2020, down by 24% yoy, mainly due to the Covid-19 lockdown in export markets. The mining division reported revenues of 88.7mn TL, down 8% yoy, while operating EBITDA for the year fell by 17% yoy to 27.1mn TL. Such decline has stemmed from the lockdown in Europe especially during the first half of the year. However, both sales volume and profitability recovered remarkably in the second half of the year with improving demand from the export markets. The division’s revenue generation surged considerably in the second half of 2020, surpassing first half levels by 57%. Similarly, the division reported an EBITDA of 20.1mn TL in H2 2020, almost tripling compared to the first half of 2020.

The other business line which was seriously negatively impacted by Covid-19 was the real estate business. The real estate division reported revenues of 29.4mn TL and an operating EBITDA of 11.9mn TL in the year, compared to 42.5mn TL and 21.1mn TL, respectively in same period last year. The weakness was driven mainly by the lower rent revenues particularly throughout H1 2020 due to the safety precautions against Covid-19, as Van Shopping Centre has remained closed partially in March and entirely in April and May. On the other hand, the real estate division has started to recover as pandemic restrictions were partially eased and reported improved second half results. The division’s revenue generation picked up in H2 2020, surpassing first half levels by 30%, while EBITDA generation reached 9.0mn TL in H2 2020, tripling compared to H1 2020.

In 2020, the financial services subsidiaries shone. The brokerage & asset management division reported revenues of 101.3mn TL in 2020, indicating a robust 89% yoy increase, while operating EBITDA increased 12-fold, reaching 31.7mn TL as opposed to last year’s 2.7mn TL. The outstanding performance was attributable to the increase in trading volumes, as well as effective cost management.

GIH reported a consolidated net loss of 298.6mn TL in 2020, compared to a net loss of 131.0mn TL in 2019, while quarterly results were solid with the bottom line marking 19.9mn TL net profit in Q4 2020 as opposed to a net loss of 44.7mn TL in Q4 2019. The net loss in 2020 stemmed mainly from non-cash depreciation and foreign currency translation differences incurred on Group’s long term borrowings. The bottom line incorporated 667.5mn TL non-cash charges, of which 474.2mn TL are depreciation and amortization and 193.3mn TL net foreign exchange losses. When adjusted for the non-cash charges, the bottom line turns to positive. Depreciation and amortization charges have increased from 370.2mn TL in 2019 to 474.2mn TL in 2020, purely as a result of foreign currency valuations. 87.2mn TL (84%) of the increase in Depreciation and amortization was due to the depreciation of Turkish Lira against hard currencies. Also, the Group has incurred 193.3mn TL net non-cash foreign exchange losses, compared to 76.0mn TL in 2019. The Group’s net interest expenses in the year was 319.1mn TL (45.5mn USD), as opposed to 253.9mn TL (44.8mn USD) a year ago. 63.0mn TL (96.7%) of the increase in net interest expenses was due to the depreciation of Turkish Lira against hard currencies.

Major operational developments
On the operational front, developments are on track in line with the growth strategy by means of new acquisitions and investments mainly into core businesses, which are ports infrastructure, clean energy and asset management. During the reporting year, the strategic focus remained on the core businesses and how best to insulate the Group from the impact of Covid-19.

A major development on the ports side during 2020, to position the Group as a pure-play global cruise port operator, was the divestment of our concession in Port Akdeniz. Agreed in October, this was finalised in January, with the sale being made to QTerminals of Qatar. The sale's successful closing is an essential element of the Group's refinancing strategy for the Eurobond. On 7 January 2021, it had been published a refinancing proposal to the holders of 250mn USD 8.125% Senior Unsecured Notes due 2021. This proposal aims to address the upcoming maturity and provide the business with a more stable, deleveraged capital structure. The Scheme Meeting will be held virtually on 26 March 2021. Moreover, as part of its global expansion strategy, the Group continuously monitors potential public and private acquisitions around world. For example, on 13 November 2020, the Group announced that its partner, Baleària group, has been awarded a 35-year concession for the ferry and cruise port of Valencia in Spain, which the Group will operate and manage for the period of the concession; in addition, on 16 November 2020, the Group announced that the Port Network Authority of the Ionian Sea had awarded the Group with a 20-year concession to manage the services for cruise passengers in the port of Taranto in Italy. These have enhanced and further strengthened the Group's presence in the cruise sector's core markets.

During the year, Global Investment Holdings took major steps forward with its natural gas efforts. In the second core business area, Naturelgaz, the compressed natural gas subsidiary, took a significant step towards its inorganic growth strategy and signed an SPA to purchase 100% of SOCAR Turkey LNG Satış A.Ş. on February 6, 2020. The acquisition has been successfully concluded at a total consideration of 32.4mn TL and the purchase price has been fully paid, in cash. Moreover, on 10 February 2021, Naturelgaz signed an agreement with Petrol Ofisi to create synergies in the Auto CNG business. Such developments will further strengthen the position of Naturelgaz in LNG, bulk CNG, and auto-CNG businesses; increasing volume and geographical coverage while diversifying the product portfolio.

In the third core business line, subsidiary Actus Asset Management and Turkey’s largest domestic and independent asset management company İstanbul Asset Management have finalized their merger, creating the largest domestic and independent asset management company in Turkey. GIH has an option to buy additional 40% of the shares in the merged entity.

Covid-19 crisis management and actions
Covid-19 outbreak was declared as a pandemic by the World Health Organization (WHO) on March 11, 2020 and precautions taken against the pandemic continue to cause unfavourable results in operations and negatively affect economic conditions in all countries which are exposed to the epidemic. As a result of pandemic, asset prices, liquidity, foreign exchange rates, interest rates and many other subjects have been affected, and the ultimate severity of the outbreak is uncertain at this time.

Group; from the very beginning, closely keeps monitoring all developments and takes necessary measures in order to effectively manage the negative impact of the Covid-19 outbreak on its consolidated financial position, consolidated financial performance and consolidated cash flows. The Group’s key focus areas for the coming period are, deleveraging, positive FCF generation, operational profitability and efficiency. Group will also keep on doing its duties in the best way, carry out innovative and pioneering works and add value to every field that it operates.

The business line which is affected the most from Covid-19 is our ports division. Then comes real estate (shopping malls), also there is a relatively minor impact on our mining business. The business lines are susceptible to the uncertainties regarding Covid-19. While the recent development of effective Covid-19 vaccines is an encouraging development, the duration and spread of Covid-19 impact in the World and in Turkey has not been clearly estimated, as the severity and duration of the impact become clearer, a more distinct and healthy assessment can be made by the Group management for medium and long term.

Naturelgaz (a 95.5% subsidiary of Global Investment Holdings), Turkey’s leading non-pipeline natural gas distribution company with an estimated 25% market share in CNG (Compressed Natural Gas) and LNG (Liquefied Natural Gas) with a total sales volume of 173.4 million cubic meters in 2020, signed an agreement with Petrol Ofisi to create synergies in the auto-CNG business. Such co-operation will further strengthen the position of Naturelgaz in the auto-CNG business through expansion of geographical coverage and volume increases while also contributing to the development of the auto-CNG market in Turkey. Furthermore, this co-operation is a perfect fit for Naturelgaz’s strategy to establish an auto-CNG station network on routes critical to heavy-duty vehicle transportation in Turkey.

As per the agreement, the parties will act together to establish new auto-CNG stations in Petrol Ofisi’s or its dealers’ stations with Naturelgaz’ licences, while revenue generation will be shared between the two parties. Currently, the infrastructure of Naturelgaz consists of 9 auto-CNG stations, while the agreement with Petrol Ofisi envisages the establishment of 12 new auto-CNG stations within two years.

Mehmet Kutman, Global Investment Holdings’ Chairman & CEO, stated that: “Although the world is discussing electrical vehicles, CNG usage has been increasing rapidly, especially in heavy-duty vehicles, thanks to its distinctive environmental characteristic. We expect significant growth in natural gas fuelled bus and commercial vehicle market in line with the European Union’s environmental targets. It is inevitable for Turkey to remain unaffected. Turkey will be a regional trade centre and should achieve a cost advantage with its recently discovered natural gas sources. From the economic point of view, once all the buses, semi-trailer trucks and trucks in Turkey convert to natural gas, the import cost of the fuel should reduce significantly, making a c.12 billion TL positive impact on the current account deficit. Furthermore, such transformation should reduce Turkey’s total carbon emission by approximately 10 million tons while eliminating particle emission of fossil fuels. We are very excited to have taken a solid step in our growth strategy. We continue our efforts to serve more customers at more points.”

Commenting on the co-operation, Hasan Tahsin Turan, CEO of Naturelgaz further underlined that “We believe in the growth potential of the auto-CNG market thanks to its economic and environmental advantages. Recent studies imply that natural gas usage in heavy-duty vehicles lead to nearly 25% reduction in both fuel cost and carbon emission. According to NGVA Europe, 25% of light and heavy commercial vehicles and 33% of buses in Europe will convert to natural gas by 2030. In Turkey, only 3,500 buses and heavy commercial vehicles as of 2020 are powered with CNG out of 1,500,000 heavy duty trucks. Production of CNG-fuelled vehicles and conversion of current diesel vehicles to CNG should play an important role in the development of the market in Turkey. As Naturelgaz, we are the largest in this field in Turkey. We have 9 auto-CNG stations in critical logistic routes in Turkey. With Petrol Ofisi - Turkey’s most expansive retail fuel sales network – we are aiming to establish 12 new auto-CNG stations within two years. Looking forward, we believe that this co-operation will solidify our position in the market.”

The Board of Directors of Global Investment Holdings (“GIH”) resolved on February 5th 2021 to approve the Initial Public Offering of Naturelgaz Sanayi ve Ticaret A.Ş. (“Naturelgaz”), a 95.5% subsidiary of GIH. Naturelgaz is Turkey’s leading non-pipeline natural gas distribution company with an estimated 25% market share in CNG (Compressed Natural Gas) and LNG (Liquefied Natural Gas) with a total sales volume of 173.4 million cubic meters in 2020. The Company’s 13 mother-stations and 9 auto-CNG stations, coupled with a state-of-the art equipment and vehicle fleet, constitute the widest network in Turkey. The Company, while improving its leadership position in Turkey, also envisages expanding its operations to Sub-Saharan countries where lack of pipeline infrastructure is an opportunity to transport natural gas to power and industrial plants.

The planned offering will comprise from issuance of new ordinary shares and sale of existing shares. The Company will issue 14,981,406 new shares, increasing the total number of shares issued from 100,018,594 to 115,000,000. In addition, GPH plans to sell 16,146,097 existing shares and shall also make additional 3,136,363 shares available pursuant to an over-allotment option. Subject to regulatory approvals, the shares will trade on Borsa Istanbul. GIH will remain the largest individual shareholder in Naturelgaz following the Offering; while the free-float is expected to be c.30% upon the completion of the offering including the over-allotment option.

Pursuant to CMB's Communiqué on Shares (VII-128.1), the application for the approval of the draft Domestic Prospectus prepared for the initial public offering of Naturelgaz shares has been submitted to the Capital Markets Board of Turkey on February 5th 2021.

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.

A further announcement will be made when additional developments require further information disclosure.

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce that further to the announcement of 21 October 2020, all conditions precedent to the sale of Ortadoğu Antalya Liman Işletmeleri ("Port Akdeniz") to QTerminals W.L.L. ("QTerminals"), including obtaining regulatory clearance and approval from relevant Turkish government authorities, have been satisfied and the transaction has now completed.

As previously announced, the agreed enterprise value for the sale was $140m, and the equity value for GPH after deducting net debt and debt-like items of Port Akdeniz as at closing is $115m. The buyer will withhold $11.5m as a security for potential claims, which will be released in Q4-2021. From the proceeds received at closing after aforementioned retention GPH will pay transaction-related costs and expenses.

Pure play cruise port operator

As a result of the disposal, GPH will become a more geographically diversified business, with Turkey representing a significantly reduced proportion of Group revenue going forward. Revenue from Turkish assets represented 47.0% of Group revenue in the year ended 31 December 2019; following the disposal of Port Akdeniz, revenue from remaining Turkish assets represent c10% of 2019 pro-forma revenues.

The disposal also means that GPH will now effectively be a pure-play global cruise port operator. The GPH Board and senior management will now focus time and resources on the restart of cruise port operations during 2021 and continued expansion in the global cruise port market.

Notwithstanding current travel restrictions and uncertainty surrounding the return of meaningful global cruise activity, the Board of Global Ports Holding believes that the continued demand for cruising, as evidenced by healthy booking patterns reported by the major cruise lines for 2021 and beyond, supports the forecasted long term structural growth in cruise tourism.

Port of Adria

As a result of the sale of Port Akdeniz and the effective creation of a pure-play cruise port operator, the board of Global Ports Holding is considering its options in regard to Port of Adria, the Group's commercial port concession in Bar, Montenegro, including a potential disposal. There can be no certainty as to the timing or that the terms of a sale will be agreed. A further announcement will be made when it is appropriate to do so.

Eurobond refinancing

On 7 January 2021, GPH announced that its wholly owned subsidiary Global Liman İsletmeleri A.S. had published a refinancing proposal to the holders of its $250m 8.125% Senior Unsecured Notes due 2021. This proposal aims to address the upcoming maturity and provide the business with a more stable, deleveraged capital structure.

The sale's successful closing is an essential element of the Group's refinancing strategy for the Eurobond, with the net cash proceeds being used to fund a cash option to noteholders pursuant to the proposal. More information on the proposal to noteholders is available on the Investors section of Global Ports Holding's website.

Global Ports Holding's Chairman and Co-founder Mehmet Kutman said:

"Port Akdeniz has played a pivotal role in the successful development of the Group over the years. However, it is now time for Port Akdeniz's stewardship to pass to an organisation that I believe will prove to be an ideal home for the port and the employees in the years ahead.

The sale of Port Akdeniz effectively completes a key strategic ambition of the Group, creating a pure play cruise port operator. While this occurs during a period of unprecedented uncertainty for the global tourism industry, I firmly believe that the long-term fundamentals that make the cruise port industry such an exciting structural growth industry remain firmly in place."

About Port Akdeniz:

Port Akdeniz, operates Port Akdeniz-Antalya in Turkey, under a concession agreement which runs until August 2028. Port Akdeniz-Antalya is a leading commercial cargo export port in Turkey, currently specialising in handling cargo containers and general and bulk cargo destined for global markets including those in Asia and the Middle East. In the year ended 31 December 2019, Port Akdeniz reported Container Throughput volumes of 150.9k TEU and General and Bulk cargo volumes of 589k tons, generating revenue of $47.5m and EBITDA of $37.4m, representing 40.3% of Group Revenue and 44.8% of Group Segmental EBITDA. In the 9-month period ending 30 September 2020, Port Akdeniz reported revenues of $25.0m and EBITDA of $18.2m.

About QTerminals:

QTerminals is a terminal operating company jointly established by Mwani Qatar (51% shareholding) and Milaha (49% shareholding) to provide container, general cargo, RORO, livestock and offshore supply services in Phase 1 of Hamad Port, Qatar's gateway to world trade. QTerminals is responsible for enabling Qatar's imports and exports, its maritime trade flows and stimulating economic growth locally and regionally.

Global Ports Holding Plc, the world's largest independent cruise port operator, announces that its wholly owned subsidiary Global Liman İşletmeleri A.S. (the "Issuer") has today published a proposal to the holders of its $250,000,000 8.125% Senior Unsecured Notes due 2021 (the "Notes") for the refinancing of the Notes.

This aims to address the upcoming maturity and provide the business with a more stable, deleveraged capital structure.