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oda_MaterialEventDisclosureGeneralAbstract|
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Evet (Yes)
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Hayır (No)
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23.09.2022
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Evet (Yes)
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Based on our disclosure dated September 23, 2022, regarding the ongoing negotiations between our Company, our controlling shareholder Zorlu Holding A.Ş. ("Zorlu Holding") and Wren House Infrastructure LP ("WH") (an affiliate of KIA) for the sale of a majority stake in our wholly-owned subsidiary ZES N.V. ("ZES") incorporated in the Netherlands, a minority stake in our Company and, between our Company and Kuwait Investment Authority ("KIA"), for the amendment of the loan agreement that was entered into with KIA on March 15, 2018 ("Loan Agreement"). As of September 26, 2022, such negotiations are concluded and various agreements are executed between the parties mentioned herein. Those executed agreements and material provisions therein are disclosed below.
(a)
Agreement relating to the sale of a majority stake in ZES
A share purchase agreement was signed between our Company and WH on September 26 2022 ("ZES Share Purchase Agreement") relating to the sale of a majority stake in ZES. A summary of the material terms of the ZES Share Purchase Agreement are as follows:
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All of our shares in ZES Dijital Ticaret A.Ş. ("ZES Dijital"), a wholly-owned subsidiary of our Company, will be sold to ZES. Subsequently, we will transfer all of our ZES shares to a new company ("New Company") that will be established abroad.
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A majority stake in New Company (shares representing half of the total capital of the New Company plus one share), and therefore management control, will be transferred to WH by our Company in consideration for USD 50,000,000 (which could be subject to post-closing adjustments). The proceeds from this share sale will be utilized to reduce financial debt.
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None of the transfers contemplated under the ZES Share Purchase Agreement (i.e. the transfer of ZES Digital shares to ZES, the transfer of ZES shares to the New Company and the transfer of New Company's sale shares to WH) constitute material transactions in accordance with the Communiqué on Material Transactions and Exit Rights (II-23.3), and the said transfer transactions will be realized without triggering the exit rights of our existing shareholders.
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All of the share transfers mentioned under ZES Share Purchase Agreement are expected to be completed within six months from the signing date of this agreement, subject to the fulfilment of certain conditions precedent.
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Simultaneously with the completion of the share transfer contemplated under the ZES Share Purchase Agreement, a shareholders' agreement is expected to be signed between our Company, Zorlu Holding and WH to determine the mutual rights and obligations of the shareholders of ZES ("ZES Shareholders' Agreement"). Under the ZES Shareholders' Agreement, our Company will have certain veto rights with respect to the business activities of the New Company, ZES and its subsidiaries, subject to the Company maintaining specified minimum shareholding levels in the New Company. These veto rights relate to areas such as New Company making new investments outside its current field of activity, making changes to the dividend distribution policy and making certain investments and/or carrying out certain asset sales in excess of certain thresholds. The current CEO and CFO of our Company will serve as CEO and CFO of the New Company. The shareholders of the New Company will undertake not to sell their shares in the New Company's capital to third parties for a period of 18 months from the closing date of the transaction contemplated under the ZES Share Purchase Agreement.
(b)
Agreement relating to the sale of a minority stake in our Company
In addition to the ZES Share Purchase Agreement, a share purchase agreement dated September 26, 2022 ("ZOREN Share Purchase Agreement") was executed between Zorlu Holding and WH, which was notified to our Company by Zorlu Holding. According to the ZOREN Share Purchase Agreement:
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Zorlu Holding will transfer 30,860,606,611 Group B shares, representing approximately 12.34% of our Company's capital, to WH for a purchase price of USD 38,000,000 which was agreed upon during the negotiations. This contemplated transfer will not lead to a change in control of our Company's management. The proceeds from this share sale will be injected to our Company to reduce our financial debt.
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It is intended to realize the share transfer under the ZOREN Share Purchase Agreement simultaneously with the share transfer under the ZES Share Purchase Agreement within six months from the signing date of this agreement, subject to the fulfilment of certain conditions precedent.
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Simultaneously with the completion of the share transfer contemplated under the ZOREN Share Purchase Agreement, a shareholders' agreement is expected to be signed between Zorlu Holding, Korteks Mensucat Sanayi ve Ticaret A.Ş. and WH to determine the mutual rights and obligations of the parties ("ZOREN Shareholders' Agreement") where Zorlu Holding will retain control of our Company. Pursuant to the ZOREN Shareholders' Agreement, WH will undertake not to sell its shares in the Company's capital to third parties for a period of 12 months from the signing date of the ZOREN Shareholders' Agreement (i.e. from the closing date of the transaction contemplated under the ZOREN Share Purchase Agreement).
(c)
Amendment to the Loan Agreement
In addition to the execution of the ZES Share Purchase Agreement and ZOREN Share Purchase Agreement, an amendment agreement to the Loan Agreement was signed between our Company and KIA on September 26, 2022. The amendment agreement to the Loan Agreement mainly aims at extending the maturity of the outstanding amount with a more flexible payment structure and reinforcing the capital structure of the Company. The amendment agreement to the Loan Agreement is expected to enter into force simultaneously with the closing of the transactions contemplated under the ZES Share Purchase Agreement and ZOREN Share Purchase Agreement.
The primary goal of the agreements executed as of September 26, 2022 is to strengthen the balance sheet and financial position of our Company, to decrease our foreign exchange debt exposure and to extend the maturity of the repayment schedule. In addition to the transactions contemplated in the agreements summarized above, to further strengthen our financial position efforts will be initiated to increase the current issued share capital of our Company through a rights issue without restricting the pre-emption rights of our shareholders. Accordingly, an application is expected to be made to the Capital Markets Board for the relevant capital increase until the realization of the aforementioned share transfers contemplated under the ZES Share Purchase Agreement and ZOREN Share Purchase Agreement. As of the date of this disclosure, our board of directors has not yet taken any decision with regards to such rights issue and due and timely disclosures will be made in case of any developments.
The repayment of the approximately USD 150,000,000 outstanding amount under the Loan Agreement will be redesigned in a way that the maturity will be extended 2028. As a result of the aforementioned share transfers contemplated under the ZES Share Purchase Agreement and ZOREN Share Purchase Agreement, upon the closing of such transactions and satisfaction of all conditions in the agreements, our foreign currency denominated loans are expected to be reduced by approximately USD 100,000,000.
This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the 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.