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 Yatırım Holding A.Ş. ("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.