Global Ports Holding PLC (GPH)
Global Ports Holding Plc
Launch of Scheme of Arrangement
Global Ports Holding Plc ("GPH"), the world's largest independent cruise port operator, announces today that its wholly owned subsidiary Port Finance Investment Limited (the "Company") has launched a scheme of arrangement (the "Scheme") in connection with the refinancing (the "Refinancing") of the $250,000,000 8.125% Senior Unsecured Notes due 2021 issued by Global Liman İşletmeleri A.S. (the "Notes") announced by GPH on 7 January 2021 and in respect of which the Practice Statement Letter was distributed on 19 January 2021.
A hearing was held on 17 February 2021 at the Business and Property Courts of the High Court of Justice of England and Wales pursuant to which the Company was granted an order to convene a meeting (the "Scheme Meeting") of Scheme Creditors to consider and, if thought fit, approve the Scheme and the Refinancing. The Scheme Meeting will be held virtually using Microsoft Teams or similar on 26 March 2021 at 4:00pm (London time). Scheme Creditors will be provided with access details to attend the virtual meeting and will be notified if the date changes. Notice of the Scheme Meeting will today be sent to Scheme Creditors.
Reasons for the Refinancing
The spread of COVID-19 and the recent developments surrounding the global pandemic have had material negative impacts on all aspects of the Group's business and indeed at times during 2020 there was a complete suspension of cruise industry activity. This has resulted in high levels of cancellation and a suspension of cruise vessel sailings in most regions until conditions permit them to resume. As a result of these challenging trading conditions triggered by these events, the Group experienced a rapid negative impact on its business.
The continued magnitude, duration and speed of the global pandemic, and the Group's ability to estimate the impact of such an event on its future prospects, is uncertain. The extent to which COVID-19 will continue to impact the Group's results will depend on future developments, which cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken or being continued to contain it or treat its impact. The Group cannot predict when global cruise operations are likely to resume or when or if its cruise port operations will generate revenue at the levels observed before the onset of the pandemic.
The entire aggregate principal amount of the Notes remains outstanding as of the date of this notice and will, together with accrued and unpaid interest and Additional Amounts (if any), become due on 14 November 2021 (the "Existing Notes Maturity Date"). Interest is due and payable on the Notes each 14 May and 14 November; the next interest payment on the Notes is due on 14 May 2021.
As a result of the impact of the COVID-19 pandemic on the Group's liquidity, as described above, the Group does not expect to be able to repay the Notes (including accrued and unpaid interest and Additional Amounts (if any) thereon) in full on the Existing Notes Maturity Date.
Accordingly, through the Scheme and the Refinancing, the Group is taking steps to stabilise its liquidity position and manage its long-term debt obligations by effectively extending the Existing Notes Maturity Date, reducing the principal amount thereof to the extent Scheme Creditors elect to participate in the Cash Option, and amending the terms thereof to, among other things, change the interest rate and form of interest for certain periods, in each case, as further described in the Explanatory Statement.
Expected key dates and times in connection with the Scheme and the Refinancing are set out below. It should be noted that these times and dates are indicative only and will depend on, amongst other things, the date of the Scheme Sanction Hearing.
As previously noted, a group of Noteholders have formed an ad hoc committee in order that they may evaluate the proposed Refinancing. On 4 February 2021, the Company received a counterproposal from the ad hoc group, which it is currently in the process of evaluating. Negotiations between the Company and the ad hoc group may result in amendments to the terms of the proposed Refinancing being made prior to the Scheme Meeting and amendments to the timetable.
The Refinancing may not be completed on the terms described in the Explanatory Statement, or at all. Certain factors that are outside of the Group's control may result in delays to the completion of the Refinancing or material changes to the terms of the Refinancing, the Amended Indenture and/or the New Notes. If the Company elects to modify the terms of any features of the Refinancing (or the Refinancing generally) then the Group will notify the Scheme Creditors in accordance with the procedures set out in the Explanatory Statement.
The Explanatory Statement also comprises an offer to Scheme Creditors to make elections pursuant to the Scheme with respect to the Cash Option whereby Scheme Creditors may elect to receive cash for all or part of the New Notes Entitlement that they are entitled to receive pursuant to the Scheme. Scheme Creditors should refer to the Explanatory Statement for additional information regarding participation in the Cash Option.
In addition, Scheme Creditors that vote in favour of the Scheme by submitting a validly completed Scheme Creditor Letter and related Custody Instruction on or prior to the Early Bird Deadline (set out above) will, subject to satisfying the other applicable requirements set out in the Explanatory Statement, be eligible to receive a consent fee in an amount equal to $10 per $1,000 of aggregate principal amount of Notes, to be paid as soon as practicable after the Refinancing Effective Time but only to the extent the Refinancing Effective Time occurs.
Instructions about actions to be taken by Scheme Creditors preceding the Scheme Meeting (including actions required with respect to participation in the Cash Option and/or receipt of the Consent Fee) are set out in the Explanatory Statement, which is available to Scheme Creditors on the Scheme Website: https://i2capmark.com/event-details/5/Holder/global-ports-holding-plc
And will shortly be available on the Eurobond refinancing page of Global Ports Holding's website.
Capitalised terms used and not defined herein shall have the meanings set out in the Explanatory Statement.
i2 Capital Markets Ltd acts as Information Agent in connection with the Scheme (including the Cash Option). Scheme Creditors with questions regarding the Scheme or the Scheme Meeting should contact:
i2 Capital Markets Ltd
Global Ports Holding Plc, Company Secretary
This notice does not constitute an offer to distribute, issue or sell, or a solicitation of an offer to subscribe for or purchase, any securities being offered in connection with the Refinancing or any other securities or right or interest therein in any jurisdiction in which such distribution, issue, sale or solicitation is not permitted and this notice may not be used for or in connection with an offer to, or the solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Accordingly, neither the securities being offered in connection with the Refinancing nor any other securities may be offered or sold directly or indirectly and neither this notice nor any prospectus, offering circular, form of application, advertisement, other offering or solicitation materials nor other information may be issued, distributed or published in any country or jurisdiction except in circumstances that will result in compliance with all applicable laws, orders, rules and regulations.
No component of the securities issued pursuant to the Refinancing has been or will be registered under any relevant securities laws of Australia, Canada, Japan, New Zealand, South Africa, or other relevant jurisdictions. No public offering of securities will be made in Australia, New Zealand, South Africa, Canada, or Japan.
The securities being offered in connection with the Refinancing have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and the issuance thereof will be made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect GPH's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to GPH's business, results of operations, financial position, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, GPH disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.
No party accepts any responsibility or liability whatsoever for any loss or damage occasioned to any person arising out of the process described in this notice.
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End of Announcement
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