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REG-Global Ports Holding PLC Suspension of Premium Listing and Termination of Relationship Deed

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   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.

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   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

    

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   ISIN:          GB00BD2ZT390
   Category Code: MSCH
   TIDM:          GPH
   Sequence No.:  75194
   EQS News ID:   1091823


    
   End of Announcement EQS News Service

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    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


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