Suspension of Premium Listing and Termination of Relationship Deed (1091823)

 
 Global Ports Holding PLC (GPH) 
Suspension of Premium Listing and Termination of Relationship Deed 
 
13-Jul-2020 / 07:00 GMT/BST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
            Global Ports Holding Plc 
 
          Suspension of Premium Listing and Termination of Relationship Deed 
 
     Global Ports Holding PLC (the "Company", and with its subsidiaries, the 
    "Group") announces that the Board has suspended its pursuit of a Premium 
      Listing on the London Stock Exchange and the independent non-executive 
        directors (the "Independent Directors") have agreed to terminate the 
      Relationship Deed (the "Agreement") with its controlling shareholders, 
        Global Ports Holding B.V. ("GPH BV") and Global Yatirim Holding A.S. 
            ("GIH"). 
 
These decisions have been taken in order to strengthen the Company's ability 
and provide flexibility to respond to challenges created by ongoing Covid-19 
 disruption to the global travel sector and the economies in which the Group 
            operates. 
 
            Suspension of pursuit of Premium Listing 
 
   At the time of the Company's public offering in May 2017 (the "IPO"), the 
    stated intention of the Board was that the Company would seek to step up 
from Standard to Premium Listing in the future. Since the IPO, the Board has 
  continued to review the Company's readiness to make that transition at the 
   appropriate time, acknowledging that a number of actions would need to be 
     taken, entailing cost and management time, before the criteria to do so 
            could be met. 
 
 The Board has now concluded that it would be inadvisable for the Company to 
   continue to allocate human and financial resources toward the preparation 
for Premium Listing and has decided to suspend the pursuit of such a listing 
 for the foreseeable future. This is in line with other cost-saving and cash 
   preservation measures already put in place and previously announced on 14 
            April and 10 June 2020. 
 
            Termination of Relationship Deed 
 
   With a view to seeking Premium Listing in the future, the Company entered 
  into the Agreement with GPH BV and GIH in May 2017 at the time of its IPO. 
  The Agreement's principal purpose was to regulate the ongoing relationship 
 between the parties to ensure that the Company would be capable of carrying 
  on its business independently. The Agreement requires amongst other things 
    that the parties comply with the provisions of Chapter 11 of the Listing 
  Rules ("Chapter 11"), relating to transactions with related parties, as if 
    they applied to the Company - even though those provisions only apply to 
            companies with a Premium Listing. 
 
       Having regard to current market conditions and the uncertain economic 
       environment that lies ahead, the Company's Independent Directors have 
  carefully considered the potential impact of the Agreement on the range of 
responsive measures available to the Board and its ability to implement them 
on a timely and cost-efficient basis. The Independent Directors believe that 
    termination of the Agreement will allow the Company to benefit from more 
            efficient sharing of its controlling shareholders' resources. 
 
        Accordingly, the Independent Directors no longer consider that it is 
necessarily beneficial or in the best interests of the Company that it carry 
     on business independently of its controlling shareholders to the extent 
  contemplated by the Agreement, and have therefore approved the Agreement's 
 termination until such time as the Board may decide to resume the quest for 
            Premium Listing. 
 
            Ongoing commitment to Corporate Governance 
 
    The Board has repeatedly affirmed its commitment to robust principles of 
  corporate governance, including the strict adherence by Directors to their 
fiduciary duties to act in the best interests of the Company and the members 
  as a whole, and its belief that continued strong governance is integral to 
 the Company's success. Notwithstanding suspension of the pursuit of Premium 
   Listing and termination of the Agreement, the Company will continue to be 
     subject to the Companies Act 2006, the Listing Rules and the Disclosure 
   Guidance and Transparency Rules ("DTR"), in each case to the extent these 
      apply to a UK PLC with a Standard Listing category, including recently 
enacted requirements in respect of related party transactions under DTR 7.3. 
 
        Having regard to the Board's collective commitment to good corporate 
 governance and to the regulations with which the Company must still comply, 
 the Independent Directors consider that going forward, the interests of the 
     Company's minority shareholders will continue to be protected while the 
   decisions outlined above will afford the Board more flexibility to pursue 
 arrangements which it determines to be in the best interests of the Company 
            and to minimise costs and delays in doing so. 
 
                       CONTACTS 
             Company Secretary:         For investor and analyst 
                                                      enquiries: 
                Alison Chilcott  Global Ports Holding, Investor 
                                 Relations 
Telephone: [phone]           Martin Brown, Investor 
                                              Relations Director 
                         Email:  Telephone: [phone] 
 [e-mail] 
                                 Email: 
                                 [e-mail] 
 
ISIN:          GB00BD2ZT390 
Category Code: MSCH 
TIDM:          GPH 
Sequence No.:  75194 
EQS News ID:   1091823 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

July 13, 2020 02:00 ET (06:00 GMT)