Suspension of Premium Listing and Termination of Relationship Deed (1091823)
July 13 2020 - 1:00AM
UK Regulatory
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.
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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 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: +44 (0) 7752 169 354 Martin Brown, Investor
Relations Director
Email: Telephone: +44 (0) 7947 163 687
alisonc@globalportsholding.com
Email:
martinb@globalportsholding.com
ISIN: GB00BD2ZT390
Category Code: MSCH
TIDM: GPH
Sequence No.: 75194
EQS News ID: 1091823
End of Announcement EQS News Service
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July 13, 2020 02:00 ET (06:00 GMT)
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