============
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 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.
CONTACTS
Company Secretary: For investor and analyst enquiries:
Alison Chilcott Global Ports Holding, Investor
Relations
Telephone: +44 (0) 7752 169 354 Martin Brown, Investor Relations
Director
Email: Telephone: +44 (0) 7947 163 687
1 alisonc@globalportsholding.com
Email:
2 martinb@globalportsholding.com
══════════════════════════════════════════════════════════════════════════
ISIN: GB00BD2ZT390
Category Code: MSCH
TIDM: GPH
Sequence No.: 75194
EQS News ID: 1091823
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
3 fncls.ssp?fn=show_t_gif&application_id=1091823&application_name=news&site_id=refinitiv2
References
Visible links
1. mailto:alisonc@globalportsholding.com
2. mailto:martinb@globalportsholding.com
============