Global Ports Regulatory News (GPH)

Global Ports Holding Plc

Signs sale and purchase agreement to sell Port Akdeniz

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, is pleased to announce that following a period of exclusive negotiations it has entered into a conditional sale and purchase agreement to sell Ortadoğu Antalya Liman Işletmeleri ("Port Akdeniz") to QTerminals W.L.L. ("QTerminals"), a Qatari commercial port operating company, for an enterprise value of $140m. The net cash proceeds for GPH from this transaction at closing will be determined by deducting net debt of Port Akdeniz at closing as well as paying transaction-related costs and taxes. A small portion of the purchase price will be withheld by the buyer and paid 12 months after closing of the transaction.

Port Akdeniz, the Group's largest commercial port concession, operates Port Akdeniz-Antalya in Turkey, under a concession agreement which runs until August 2028. Port Akdeniz-Antalya is a leading commercial cargo export port in Turkey, currently specialising in handling cargo containers and general and bulk cargo destined for global markets including those in Asia and the Middle East. In the year ended 31 December 2019, Port Akdeniz reported Container Throughput volumes of 150.9k TEU and General and Bulk cargo volumes of 589k tons, generating revenue of $47.5m and EBITDA of $37.4m.

This conditional agreement follows the Strategic Review announced by the board on the 5 July 2019 and GPH's announcement on the 11 March 2020 that it had entered into exclusive negotiations over the sale of Port Akdeniz. The sale remains conditional, inter alia, upon obtaining certain regulatory clearances and approvals from various Turkish governmental authorities. The timing of the closing process is uncertain but could be concluded as early as Q4 2020, however there can be no certainty as to the final outcome. A further announcement will be made when it is appropriate to do so.

A successful closing of the sale will be an important element of the Group' refinancing strategy for the $250m Eurobond due November 2021. While the board of Global Ports Holding believes the proposed disposal will also allow the GPH board and senior management to focus time and resources on continued investment into further growth opportunities in the global cruise port market. On completion of the sale, GPH will effectively become a pure-play global cruise port operator.

While a range of restrictions currently remain in place in regard to the return of meaningful cruise activity, the Company believes that the continued demand for cruising, as evidenced by strong booking patterns reported by the major cruise lines for 2021, is very supportive to the long term health of cruise tourism.

Global Ports Holding's Chairman and Co-founder Mehmet Kutman said:

"Port Akdeniz has been an integral part of GPH since 2006, and it has played a pivotal role in the successful development of the Group over the years. However, as GPH continues to pursue growth in the exciting cruise port market, it is now time for the stewardship of Port Akdeniz to pass to an organisation that is primarily focused on the Commercial port market.

I believe QTerminals, as a leading global commercial port operator, will prove to be an ideal home for Port Akdeniz and that all local stakeholders will benefit from QTerminals stewardship of the port in the years ahead.

The sale will further advance the already strong bilateral relations between Turkey and Qatar and it is a deal that I expect to be warmly received by all local, regional and government stakeholders."

About QTerminals:

QTerminals is a terminal operating company jointly established by Mwani Qatar (51% shareholding) and Milaha (49% shareholding) to provide container, general cargo, RORO, livestock and offshore supply services in Phase 1 of Hamad Port, Qatar's gateway to world trade. QTerminals is responsible for enabling Qatar's imports and exports, its maritime trade flows and stimulating economic growth locally and regionally.