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English
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oda_NoncurrentFinancialAssetSaleAbstract|
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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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27.10.2023 ; 03.11.2022 ; 02.11.2021 ; 27.10.2020 ; 31.10.2017 ; 11.09.2017 ; 18.08.2017
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oda_DelayedAnnouncementFlag|
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Hayır (No)
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oda_AnnouncementContentSection|
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oda_BoardDecisionDateForSale|
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18/04/2024
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oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
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Yes
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oda_TitleOfNoncurrentFinancialAssetSold|
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Eczacıbaşı Monrol Nükleer Ürünler Sanayi ve Ticaret A.Ş.
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oda_FieldOfActivityNoncurrentFinancialAssetSold|
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In the health sector, it operates in the fields of manufacture, import and distribution of radiopharmaceuticals used in nuclear medicine.
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oda_CapitalOfNoncurrentFinancialAssetSold|
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TL 67,500,000
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oda_DateOnWhichRheTransactionWasWillBeCompleted|
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18.04.2024
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oda_SalesConditions|
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Peşin (Cash)
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oda_NominalValueOfSharesSold|
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TL 5,062,498
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oda_SalesPricePerShare|
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TL 17.285 (*)
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oda_TotalSalesValue|
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TL 87,507,421.26 (*)
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oda_RatioOfSharesSoldToCapitalOfNoncurrentFinancialAsset|
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7.50
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oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterSalesTransaction|
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50.00 (**)
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oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterSalesTransaction|
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50.00 (**)
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oda_RatioOfNoncurrentFinancialAssetSoldToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
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0.1 (***)
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oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
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1.4 (***)
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oda_EffectsOnCompanyOperations|
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None
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oda_ProfitLossArisedAfterTransaction|
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TL 23,790,121 profit (Consolide IFRS) (*) (***)
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oda_HowWillSalesProfitBeUsedIfExists|
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75% of share sales profit 5 of the corporate tax code No. 5520. Article 1. it will be kept in a private fund account for the purpose of benefiting from the exception specified in paragraph (e) of paragraph.
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oda_BoardDecisionDateForUseOfSalesProfitIfExists|
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18.04.2024
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oda_TitleNameSurnameOfCounterPartyBought|
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Şükrü Bozluolcay ve Uğur Bozluolcay
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oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
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Hayır (No)
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oda_RelationWithCounterPartyIfAny|http://www.xbrl.org/2003/role/verboseLabel
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None
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oda_AgreementSigningDateIfExists|
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18/04/2024
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oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
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It is determined according to the Partnership Agreement amended on 03.11.2022.
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oda_DidValuationReportBePrepared|
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Düzenlenmedi (Not Prepared)
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oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
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It is determined according to the Partnership Agreement amended on 03.11.2022.
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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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In our disclosures dated 18 August 2017, 31 October 2017, 27 October 2020 and 2 November 2021, in summary, it has been provided that, within the scope of the "Amendment Protocol" prepared for the amendment of the "Partnership Agreement" signed by the partners of our joint venture Eczacıbaşı Monrol Nükleer Ürünler Sanayi ve Ticaret A.Ş. ("Eczacıbaşı-Monrol") which entered into force on 31.10.2017, after the share capital increase and as of 31.10.2017, 84% of Eczacıbaşı-Monrol's share capital belongs to Eczacıbaşı Group and 16% belongs to Bozlu Group; Eczacıbaşı Group undertook to sell the shares corresponding to 9% of Eczacıbaşı-Monrol's share capital to Bozlu Group within 5 years from the date of registration of the general assembly (registered on 03.11.2017) (in a way that their shareholding is increased to 25%) and Bozlu Group undertook to purchase the shares corresponding to 9% of Eczacıbaşı-Monrol's share capital from Eczacıbaşı Group within 5 years from the date of registration of the general assembly (registered on 03.11.2017); and within the scope of the undertaking stipulated under the Amendment Protocol, the shares corresponding to 3% of Eczacıbaşı-Monrol's share capital were sold to Bozlu Group on 27.10.2020 and additional shares corresponding to 3% of Eczacıbaşı-Monrol's share capital were sold to Bozlu Group on 02.11.2021, and 78% of Eczacıbaşı-Monrol's share capital became owned by our Company and 22% by Bozlu Group. In our disclosure dated 03.11.2022, in summary, it has been provided that, prior to the completion of the last step of the undertaking stipulated under the Amendment Protocol, a new amendment protocol has been executed on the request of Bozlu Group on 03.11.2022 ("2022 Amendment Protocol"), within the scope of the 2022 Amendment Protocol and subject to the condition that the capital debts of Bozlu Group which may arise in the future in relation to Eczacıbaşı-Monrol are paid, our Company undertook to sell the shares corresponding to 28% of Eczacıbaşı-Monrol's share capital to Bozlu Group before 03.05.2024 (in a way that their shareholding is increased to 50%) and Bozlu Group undertook to purchase the shares corresponding to 28% of Eczacıbaşı-Monrol's share capital from our Company; and that such undertaking will be completed in three steps; i.e., Bozlu Group undertook to purchase: (i) as the initial step, purchase the shares corresponding to 13% of Eczacıbaşı-Monrol's share capital before 03.11.2022; (ii) as the second step, purchase the shares corresponding to 7.5% of Eczacıbaşı-Monrol's share capital before 03.11.2023; and (iii) as the final step, purchase the shares corresponding to 7.5% of Eczacıbaşı-Monrol's share capital before 03.05.2024; and within the scope of this undertaking, it has been provided that, as the first step, the shares of our Company corresponding to 13% of Eczacıbaşı-Monrol's share capital were sold to Bozlu Group in return of a purchase price determined in accordance with the 2022 Amendment Protocol, and as a result of the sale, our Company owned 65% of Eczacıbaşı-Monrol's share capital and Bozlu Group owned 35% of Eczacıbaşı-Monrol's share capital.
In our disclosure dated 27.10.2023, in summary, it has been provided that, for the completion of the second step of the undertaking stipulated under the 2022 Amendment Protocol, a share purchase agreement has been executed between our Company and Bozlu Group on 27 October 2023 for the purposes of Bozlu Group purchasing 5,062,500 shares corresponding to 7.5% of Eczacıbaşı-Monrol's share capital, and in this respect, our Company sold 5,062,500 shares corresponding to 7.5% of Eczacıbaşı-Monrol's share capital in return of a purchase price which is determined in accordance with the 2022 Amendment Protocol, and as a result of the sale, our Company owned 57.5% of Eczacıbaşı-Monrol's share capital and Bozlu Group owned 42.5% of Eczacıbaşı-Monrol's share capital.
This time, for the completion of the third and final step of the undertaking stipulated under the 2022 Amendment Protocol, a share purchase agreement has been executed between our Company and Bozlu Group on 18.04.2024 for the purposes of Bozlu Group purchasing 5.062.498 shares corresponding to 7.5% of Eczacıbaşı-Monrol's share capital.
In this respect, our Company sold and transferred 5.062.498 shares corresponding to 7.5% of Eczacıbaşı-Monrol's share capital to Bozlu Group in return of a purchase price of TRY 87,507,421.26 corresponding to EUR 2,532,211.96 which is determined in accordance with the 2022 Amendment Protocol on 18.04.2024. As a result of the sale, our Company owns 50% of Eczacıbaşı-Monrol's share capital and Bozlu Group owns 50% of Eczacıbaşı-Monrol's share capital (30.51% by Şükrü Bozluolcay, 12.49% by Uğur Bozluolcay and 7% Bozlu Holding). (**)(****)
There has been no change in the current board of directors structure of Eczacıbaşı-Monrol after the share transfer. (*) Calculated based on the average of the CBRT foreign exchange buying and selling rate dated 17.04.2024 over the Euro sales price. (**) In our disclosure dated 05.04.2024, it was announced that a share transfer agreement ("Sale Agreement to Curium") was signed for the purpose of selling 33,750,002 shares with a nominal value of TRY 33,750,002 corresponding to 50% of the shares owned by our Company in the issued share capital of Eczacıbaşı-Monrol amounting to TL 67,500,000 in total, to Curium International Trading B.V. and that the share transfer is subject to obtaining the necessary permissions and approvals, including the clearance of the Competition Board, and the fulfilment of all agreed closing conditions. The information regarding our Company's shareholding in Eczacıbaşı-Monrol after the 7.5% share transfer to Bozlu Group, which is the subject of this material event disclosure, is given in a manner to reflect the current legal situation as of this announcement, since the share transfer has not yet taken place within the framework of the Sale Agreement to Curium. As a result of the realisation of the 50% share transfer to Curium within the framework of the Sale Agreement to Curium, our Company will have no shares in Eczacıbaşı-Monrol (***) Calculated based on the publicly disclosed financial statement data dated 31.12.2023. (****) As a result of the share transfer, which is the subject of this material event disclosure, the number of shares of our Company in the capital of Eczacıbaşı-Monrol became 33,750,002 and the number of shares of Bozlu Group became 33,749,998, and there was no change in the control of Eczacıbaşı-Monrol.
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. |
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.