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CarrefourSA Carrefour Sabancı Ticaret Merkezi A.Ş. (CarrefourSA) have released a public disclosure statement on August 3, 2021 indicating that preparations for a capital increase have been initiated for the purposes of reducing financial debt, strengthening equity, and supporting profitability by mitigating the impact of financial expenses.
Together with Carrefour Nederland BV (CNBV), as major shareholders of CarrefourSA, we have agreed to sell a total of CarrefourSA shares representing up to 6% of the share capital in the secondary market by the end of 2021, and to use the proceeds from such sale of shares for the contemplated capital increase of CarrefourSA. (*)
Sabancı Holding and CNBV jointly hold 94.66% of the share capital of CarrefourSA, 57.12% and 37.54% respectively. It is contemplated that a total of up to TRY 7,666,426 shares (of which up to TRY 4,625,993 is owned by Sabancı Holding and, up to TRY 3,040,433, by CNBV) in nominal value representing up to 6% of the share capital of CarrefourSA would be sold on the stock market.
Ak Yatırım Menkul Değerler A.Ş. (Ak Yatırım), a licensed financial intermediary, has been appointed to execute the sale of such shares, and it has been decided to open a joint account with Ak Yatırım by Sabancı Holding and CNBV in this respect. The sale will be executed by Ak Yatırım on behalf of Sabancı Holding and CNBV through the joint account.
The proceeds from the sale of shares will be primarily used by Sabancı Holding and CNBV to exercise their pre-emption rights during the contemplated capital increase of CarrefourSA. If the proceeds are not enough to meet the capital needs of CarrefourSA to be determined by its Board of Directors based on the interim financial statements dated September 30, 2021, Sabancı Holding, potentially along with CNBV, will make additional capital subscription to offset the shortfall. Any amount in excess will be kept by Sabancı Holding and CNBV, provided that the proceeds from such sale exceeds the capital needs of CarrefourSA.
The transaction aims at both increasing public float of CarrefourSA to above 10% and strengthening its equity.
(*) The announcement regarding the preparations for the planned transaction was deferred until the disclosure statement released by CarrefourSA on initiations for the preparation of a capital increase, so as to inform our investors in full and complete manner, and to ensure sound evaluation on the subject matter.
In case of a discrepancy between the Turkish and English versions of this public disclosure statement, Turkish version shall prevail.
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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.