This document should be read as a whole. The section of this document entitled “Risk Factors” includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document. GLOBAL PORTS INVESTMENTS PLC (a company organised and existing under the laws of Cyprus) Application for admission of up to 191,056,910 Global Depositary Receipts to the Official List and to trading on the London Stock Exchange’s main market for listed securities This document (the Prospectus) comprises a prospectus relating to GLOBAL PORTS INVESTMENTS PLC, a company organised and existing under the laws of Cyprus (the Company), and has been prepared in accordance with the Prospectus Rules of the UK Financial Conduct Authority (FCA) (the Prospectus Rules) made under section 73A of the Financial Services and Markets Act 2000 (FSMA). The Prospectus has been approved by the FCA in accordance with section 87A of FSMA and made available to the public as required by Rule 3.2 of the Prospectus Rules and relates to the listing (the Listing) of up to 191,056,910 global depositary receipts to be issued from time to time (the GDRs) of the Company. The GDRs represent interests in ordinary shares of the Company, each with a nominal value of USD0.10 (the Ordinary Shares), and each GDR represents an interest in three Ordinary Shares. The Company has agreed to acquire 100% of the share capital of NCC Group Limited (together with its subsidiaries the NCC Group) (the NCC Acquisition). Because the NCC Acquisition is classified as a reverse takeover under the Listing Rules, upon closing of the NCC Acquisition (Closing), the Company’s current listing on the Official List of the UKLA of all of the GDRs then in issue will be cancelled, and application will be made for the immediate readmission of those GDRs to the official list maintained by the FCA and to the regulated main market of London Stock Exchange plc (London Stock Exchange) (together, Readmission). Application for Readmission will be made to the FCA on or about 20 December 2013 for up to 191,056,910 GDRs to be issued against the deposit of Ordinary Shares, from time to time, with JP Morgan Chase N.A. (the Depositary). The GDRs trade under the symbol “GLPR”. The Ordinary Shares are not, and are not expected to be, listed on any stock exchange. The main market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive or MiFID ). The GDRs and the Ordinary Shares (together, the Securities) have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act) and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Securities in the United States. This Prospectus does not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any security. The distribution of this Prospectus may, in certain jurisdictions, be restricted by law and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such an offer or solicitation. Persons into whose possession this Prospectus comes are required to inform themselves of and observe all such restrictions and obtain any consent, approval or permission required. The Company accepts no legal responsibility for any violation by any person, whether or not a prospective investor, of any such restrictions. No action has been or will be taken in any jurisdiction that would permit a public offering of the GDRs or the possession, circulation or distribution of this Prospectus or any other material relating to the GPI Group, the NCC Group, the Enlarged Group or the GDRs in any jurisdiction where action for that purpose is required. Accordingly, the GDRs may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection with the GDRs may be distributed or published in or from any country or jurisdiction except under circumstances that Page 1e would result in compliance with any applicable rules and regulations of any such country or jurisdiction. Neither this document nor any other offering document has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Company is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended (the US Exchange Act). In order to permit compliance with Rule 144A under the US Securities Act in connection with resales of the New Ordinary Shares, the Company agrees to furnish upon the request of a Shareholder or a prospective purchaser from any Shareholder the information required to be delivered under Rule 144A(d)(4) of the US Securities Act if at the time of such request it is not a reporting company under section 13 or section 15(d) of the US Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) thereunder. Rule 144A GDRs are evidenced by the master Rule 144A GDR (the Master Rule 144A GDR), which is registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC). Regulation S GDRs are evidenced by the master Regulation S GDR (the Master Regulation S GDR, which together with the Master Rule 144A GDR, are referred to as the Master GDRs), which is registered in the name of JP Morgan Chase N.A., as nominee for BNP Paribas Securities Services Luxembourg as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). The Ordinary Shares represented by the GDRs are held by HSBC Securities Services, Greece, as custodian (the Custodian), for the Depositary. Except as described herein, beneficial interests in the Master GDRs are held, and transfers thereof are elected only through, DTC, Euroclear and Clearstream, Luxembourg and their direct and indirect participants. Transfers within DTC, Euroclear and Clearstream, Luxembourg are in accordance with the usual rules and operating procedures of the relevant system. NOTICE TO NEW HAMPSHIRE RESIDENTS EITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENCED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE OR NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS SECTION. Notice to all Investors Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information for any purpose other than in considering an investment in the Company is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing. No person has been authorised to give any information or make any representations other than those contained in this document or incorporated by reference herein and, if given or made, such information or representations must not be relied upon as having been authorised by GLOBAL PORTS INVESTMENTS PLC. None of the above take any responsibility for, or can provide assurance as to the reliability of, other information that you may be given. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information required by law or by any regulatory authority but assumes no further obligation to publish additional information. The delivery of this document shall, under any circumstances, create any implication that there has been no change in the affairs of the GPI Group, the NCC Group or the enlarged group comprising GPI Group and NCC Group as it will exist following the NCC Acquisition (the Enlarged Group) since the date of this document or that the information in this document is correct as at any time subsequent to its date. Page 2 The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. This document is dated 20 December 2013. Page 3 CONTENTS CLAUSE PAGE SUMMARY.......................................................................................................................................5 RISK FACTORS.............................................................................................................................. 22 IMPORTANT INFORMATION......................................................................................................