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English
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oda_NoncurrentFinancialAssetAcquisitionAbstract|
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oda_UpdateAnnouncementFlag|
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Evet (Yes)
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oda_CorrectionAnnouncementFlag|
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Hayır (No)
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oda_DateOfThePreviousNotificationAboutTheSameSubject|
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31.12.2020
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oda_DelayedAnnouncementFlag|
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Evet (Yes)
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oda_AnnouncementContentSection|
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oda_BoardDecisionDateForAcquisition|
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29/07/2021
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oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
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Yes
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oda_TitleOfNoncurrentFinancialAssetAcquired|
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Coca-Cola Bottlers Uzbekistan, Ltd.
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oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
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Bottling and wholesale distribution of Coca-Cola branded soft drinks in Uzbekistan
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oda_CapitalOfNoncurrentFinancialAsset|
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6,185,339,000 Uzbek Sum
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oda_AcquirementWay|
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Satın Alma (Purchase)
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oda_DateOnWhichTheTransactionWasWillBeCompleted|
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The Transaction is planned to close in the first half of October 2021, subject to Turkish Competition Authority's approval
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oda_AcquisitionConditions|
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Peşin (Cash)
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oda_DetailedConditionsIfItIsATimedPayment|
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-
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oda_NominalValueOfSharesAcquired|
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$351,022
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oda_PurchasePricePerShare|
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$718.7
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oda_TotalPurchasingValue|
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$252,280,000
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oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
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57.1%
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oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
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57.1%
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oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
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57.1%
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oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
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9.7%
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oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
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12.3%
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oda_EffectsOnCompanyOperations|
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We believe CCBU has significant potential to improve its distribution and sales system in a short period of time by leveraging Coca-Cola Icecek's knowledge and experience in building in market execution capabilities, revenue growth management, and effective route to market capabilities.
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oda_DidTakeoverBidObligationArised|
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Hayır (No)
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oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
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Hayır (No)
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oda_TitleNameSurnameOfCounterParty|
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The State Assets Management Agency of the Republic of Uzbekistan (UZSAMA)
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oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
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Hayır (No)
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oda_RelationWithCounterPartyIfAny|
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-
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oda_AgreementSigningDateIfExists|
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06/08/2021
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oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
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-
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oda_DidValuationReportBePrepared|
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Düzenlenmedi (Not Prepared)
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oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
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Preparation of the valuation report is not mendatory
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oda_DateAndNumberOfValuationReport|
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-
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oda_TitleOfValuationCompanyPreparedReport|
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-
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oda_ValueDeterminedInValuationReportIfExists|
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-
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oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
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-
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oda_ExplanationSection|
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oda_ExplanationTextBlock|
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As announced on December 31, 2020, Coca-Cola İçecek ("CCI") participated in the competitive open sale process to privatize the 57.118% of share capital of Coca-Cola Bottlers Uzbekistan, Ltd ("CCBU") ("Sale Stake") owned by The State Assets Management Agency of the Republic of Uzbekistan ("UzSAMA") (previously owned by Uzbekistan State Holding Company O'zbekoziqovqatxolding). The multi-stage open sale process was run by UzSAMA, advised by Rothschild & Co. CCI's final bid for the cash consideration for the Sale Stake was USD 252.28 million on the basis of an Enterprise Value of USD 430 million for 100% of CCBU on a cash free debt free basis. On this basis, today, on August 06, 2021, CCI, through its 100% subsidiary CCI International Holland BV ("CCIHBV"), and UzSAMA signed a Share Purchase Agreement for the acquisition of the Sale Stake by CCIHBV. The transaction is anticipated to be immediately accretive to CCI's consolidated profitability from closing of the transaction, which remains subject to government and regulatory approvals. CCI has retained PricewaterhouseCoopers (PwC) and Latham&Watkins LLP (LW) (together with Grata International on Uzbek law) as financial and legal advisers, respectively. PwC also provided financial, tax and HR due diligence services. UzSAMA retained Rothschild&Co and Dentons UK and Middle East LLP (Dentons). Approval Process and Timeline: The transaction is expected to close within 2 months, from the date of signing of the share purchase agreement after receiving relevant and customary approvals including governmental approvals. About CCBU:
CCBU is one of the leading companies of Uzbekistan in the beverage sector. While outselling the nearest competitor by 1.5x ratio in carbonated soft drink category, Brand Coca-ColaTM account for approximately 70% of CCBU's total sales and the remainder is mostly contributed by Fanta and Sprite, altogether accounting for 96% of CCBU's sales volume. Stills category is a largely untapped opportunity with only 1% of CCBU's sales derived from Fuse Tea, while water category accounts for 3% of sales. Share of Immediate Consumption packages ("IC") is at 14%, lower than comparable averages, presenting a profitable growth potential. In 2020, CCBU recorded an annual sales volume of 79 million uc. Net sales revenue was around USD 170 million with an EBITDA margn of 17%, while based on US GAAP audited financials net profit was USD 19.6 million. CCBU operates 3 plants, in Tashkent, Urgench and Namangan. CCBU sells its products both indirectly (through distributors to traditional retail clients) and directly (to on-premise and modern retail clients). CCI believes that CCBU has significant potential to improve its distribution and sales system in a short period of time by leveraging CCI's knowledge and experience in building in market execution capabilities, revenue growth management, and effective route to market capabilities. About Uzbekistan: Uzbekistan is the most populous country in the region with population of approximately 34 million. IMF estimates population to grow at least 1.5% per annum for the foreseeable future. Uzbekistan GDP has increased by more than 4.5% on average between 2016-2020 and is expected to record over 5% annual growth in the next five years according to IMF projections. NARTD market in Uzbekistan recorded 15% annual growth between 2017-2019 and as of 2020, total NARTD market size was 316-million-unit case ("uc") with a per capita consumption level of 294 servings, where CCBU's market share within NARTD is only 25%, indicating a solid growth opportunity. As a comparison, NARTD per cap in Kazakhstan is 732 servings. |
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.