The Board is pleased to announce that a wholly-owned subsidiary of the Company has established a joint venture with the respective wholly-owned subsidiaries of CMHI and CIC Capital for the acquisition of equity interests in Fina Liman and Kumport. Fina Liman is an investment holding company whose only asset is its investment in Kumport, which is principally engaged in the ownership and operation of Kumport Terminal. Kumport Terminal is a modern container terminal in the Ambarli Port Complex, which is on the northwest coast of the Marmara Sea on the European side of Istanbul, Turkey. The Company, CMHI and CIC Capital, through their respective wholly-owned subsidiaries, hold 40%, 40% and 20%, respectively, of the shares in the Consortium SPV.

The Consortium SPV is not a subsidiary of the Company and will be accounted for as a joint venture of the Company in its financial statements. On 16 September 2015 (local time in Turkey), the Consortium SPV as purchaser, Fina Holding as seller and the Company, CMHI and LIC (a wholly-owned subsidiary of CIC) as guarantors entered into the Fina Liman SPA for the sale and purchase of the Fina Liman Shares, representing approximately 64.522% of the issued share capital of Fina Liman. The remainder of the shares in Fina Liman, representing approximately 35.478% of its issued share capital, are held by Turkac.

On the same day, the Consortium SPV as purchaser, the Kumport Minority Shareholders as sellers and the Company, CMHI and LIC as guarantors entered into the Kumport SPA for the sale and purchase of the Kumport Shares, representing approximately 1.346% of the issued share capital of Kumport. The remainder of the shares in Kumport, representing approximately 98.654% of its issued share capital, are held by Fina Liman. Pursuant to the Fina Liman SPA, the Company, CMHI and LIC have agreed to guarantee, on a several (and not joint and several) basis in proportion to the Company’s and CMHI’s shareholdings (through their respective wholly-owned subsidiaries) and BHIC’s shareholding (in the case of LIC) in the Consortium SPV (that is, in the ratio of 40:40:20), the performance by the Consortium SPV of all of its obligations under the Fina Liman SPA. Pursuant to the Kumport SPA, the Company, CMHI and LIC have agreed to guarantee, on a several (and not joint and several) basis in proportion to the Company’s and CMHI’s shareholdings (through their respective wholly-owned subsidiaries) and BHIC’s shareholding (in the case of LIC) in the Consortium SPV (that is, in the ratio of 40:40:20), the performance by the Consortium SPV of all of its obligations under the Kumport SPA.

The highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Company’s total commitment (taking into account its guarantees under the Fina Liman SPA and the Kumport SPA and, if it provides any funding to the Consortium SPV in relation to the Transaction (whether by way of subscription for further shares in the Consortium SPV or any shareholder loan to the Consortium SPV), such funding) in connection with the Transaction (such total commitment being 40% of the total consideration for the Fina Liman Shares and the Kumport Shares) exceeds 5% and is lower than 25%. Accordingly, the Transaction constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.