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English
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oda_TenorIssueDocumentAbstract|
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Hayır (No)
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Hayır (No)
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23.06.2021
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NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR TURKEY As disclosed in our public announcement on June 23, 2021, the subscription agreement for the issuance of the US$500,000,000 7-year notes with a coupon rate of 3.375% has been signed. The tranche issuance certificate for this issuance, which was approved by the Capital Markets Board is attached.
IMPORTANT INFORMATION These materials are not for distribution, directly or indirectly, in or into the Canada, Australia, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The offering of the Notes was approved by the Capital Markets Board of Turkey (the "CMB") on 21 May 2021 through the approval of the issuance certificate (ihraç belgesi) only for the purpose of the sale of the Notes outside of Turkey in accordance with Article 11 of the Capital Markets Law, Article 15(b) of Decree 32 on the Protection of the Value of the Turkish Currency ("Decree 32") and the Debt Instruments Communiqué No. VII-128.8. Under the CMB approval, the CMB has authorised the offering, sale and issue of Notes on the condition that, following the primary sale of the Notes, no transaction that may be deemed as a sale or offering of Notes (or beneficial interests therein) in Turkey by way of private placement or public offering may be engaged in. Pursuant to Article 15(d)(ii) of Decree 32, there is no restriction on the purchase or sale of the Notes (or beneficial interests therein) by residents of Turkey in offshore transactions on an unsolicited basis; provided that, they purchase or sell such Notes (or beneficial interests therein) in the financial markets outside of Turkey and such sale and purchase is made through banks licensed by the Banking Regulation and Supervision Agency and/or brokerage institutions authorised pursuant to CMB regulations, and the purchase price is transferred through such licensed Turkish banks. As such, Turkish residents should use licensed Turkish banks or licensed Turkish brokerage institutions when purchasing Notes (or beneficial interests therein) and transfer the purchase price through licensed Turkish banks. The Notes are not listed on the Istanbul Stock Exchange (Borsa İstanbul A.Ş.). This communication is being distributed to and is only directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Orders; and (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above) together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. In any member state of the European Economic Area, this communication is only addressed to and is only directed at qualified investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129 (the "Prospectus Regulation"), and no person that is not a qualified investor may act or rely on this communication or any of its contents. In the United Kingdom, this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this communication or any of its contents. |