|
||||||||||||||||||||||
|
||||||||||||||||||||||
Capital Decrease
|
||||||||||||||||||||||
|
||||||||||||||||||||||
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Rights Issue (Via Preemptive Right)
|
||||||||||||||||||||||
|
||||||||||||||||||||||
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Other Aspects To Be Notified
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Additional Explanations
|
||||||||||||||||||||||
According to agenda item no (13) in the Ordinary General Assembly of 2019 of our Company dated 14.05.2020, it was resolved that the Board of Directors be instructed to elaborate on the issues regarding the Article 376 of Turkish Commercial Code No. 6102 (TCC), to bring appropriate solutions and to make necessary studies while fulfilling required formalities including obtaining the approvals from related authorities, and to present to the General Assembly to be held afterwards, upon briefing the General Assembly with regard to the capital structure of the Company in terms of the Article 376 of TCC.
Based on its authority pursuant to the aforementioned instruction of General Assembly, the Board of Directors evaluated the consolidated financial statements dated 30.06.2020 and prepared in accordance with the capital markets regulations, and determined the balance sheet deficit of TRY 1,305,364,329 which is the sum of prior years' losses of TRY 1,124,240,405 and current period net loss of TRY 181,123,924;
Pursuant to the above-mentioned instruction of General Assembly and determination of the balance sheet deficit; in Board of Director's meeting dated 25.08.2020;
1.
For the purposes of reducing the effect of aforementioned balance sheet deficit in the amount of TRY 1,305,364,329 through capital decrease without fund outflow and simultaneously increase the share capital in cash to strengthen the capital structure of the Company and to take the required remedies as per Article 376 of the TCC, our Board of Directors have hereby resolved the followings:
i.
To reduce current issued capital of TRY 700,000,000.00 to TRY 104,244,353.96 by reducing TRY 595,755,646.04, and to simultaneously increase the share capital by TRY 23,529,411.76 in cash based on the nominal value of 1 Kuruş to increase the issued share capital to TRY 127,773,765.72;
ii.
To proceed the capital decrease without fund outflow, by reducing TRY 595,755,646.04 in total after crediting TRY 504,863,038.01 to "Capital Adjustment Positive Differences" account, TRY 81,297,659.42 to "Share Premium Inflation Adjustment" account, and remaining TRY 9,594,948.61 to "Gains on Revaluation Value Increase Fund" account, and to subsequently reduce the number of shares being held by each and every shareholder by 85.108% without causing inequality among the shareholders;
iii.
To acknowledge that the procedures for making announcements to the creditors and paying off or collateralize their receivables under Article 474 of TCC are not required pursuant to Article 19 subparagraph 10 of Capital Markets Board's Communiqué on Shares No. VII-128.1, considering the fact that the capital decrease would not cause any cash, fund or asset outflow of the Company and that total equity value would not be changed after the capital decrease,
iv.
To issue a total of 2,352,941,176 registered and listed shares with total nominal value of TRY 23,529,411.76 representing the increased capital of TRY 23,529,411.76;
v.
Not to restrict pre-emptive rights of current shareholders for the capital increase and to allow the use of pre-emptive rights for a consideration of TRY 17 for each batch of shares with TRY 1 nominal value in total;
vi.
To determine the period for the use of pre-emptive rights as 15 (fifteen) days, if this period ends on a public holiday the period for the use pre-emptive rights end by the close of business by of the following business day;
vii.
If there are unsubscribed shares following the exercise of pre-emptive rights, to offer these shares at the price to be formed at Borsa İstanbul A.Ş. Primary Market but no less than the nominal share value within the 2 (two) day period announced in the Notice of Sale to the Stockholders;
viii.
To make necessary preparations for the amendment of the Article 6 of Articles of Association titled "Capital" as provided in the Appendix for the purposes of fulfilling legal requirements pertaining to the above items and re-determine the registered capital upper limit and extend its term, strengthening the capital structure of the Company and taking the required remedies as per the article 376 of the TCC to be discussed in the next General Assembly meeting;
ix.
To apply for the approval of Prospectus for newly issued shares to the Capital Markets Board after preparing the necessary documents pursuant to Capital Markets Board's Communiqué on Shares No. VII-128.1 and Communiqué on Prospectus and Issuance Certificate No. II-5.1 and other relevant secondary legislation;
x.
To issue shares in dematerialized form according to the legislations of Capital Markets Board for dematerialization and to make shareholders use their pre-emptive rights within the framework of dematerialization principle;
2.
To set a meeting for General Assembly pursuant to the relevant provisions of TCC after the necessary approvals for the amendments of Articles of Association and other transactions are obtained from Capital Markets Board, Borsa İstanbul A.Ş., Merkezi Kayıt Kuruluşu A.Ş. and Turkish Republic Ministry of Trade;
3.
To authorize the office of General Manager of the Company for the fulfilment of the necessities of this Resolution and for following-up the procedures before related authorities in order to attain necessary approvals and to complete all necessary transactions by the time General Assembly is set for a meeting.
Within the scope of the above-mentioned Board resolution, it is projected that the Company will be injected at least TRY 400 million cash and hence will be exempt from the Article 376 of TCC after the completion of simultaneous capital increase and decrease.
Further developments regarding the subject matter will be made available to public.
|
||||||||||||||||||||||
|
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.