Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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Other Aspects To Be Notified | ||||||||||||||
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Additional Explanations | ||||||||||||||
At the meeting of our Board of Directors dated 8 February 2024, it was decided that; within the upper limit of authorized capital of TRY 60,000,000,000, to increase the Company's issued capital of TRY 5,321,653,794.10 by the nominal capital amount to be calculated according to the share sale price to be determined as per the Wholesale Transactions Procedures and Principles of Borsa Istanbul, where the total sales proceeds shall amount to TRY 4,365,000,000 with a premium and in cash by completely restricting the pre-emptive rights of shareholders, and to sell all the newly issued publicly traded shares to Erdemoğlu Holding, the controlling shareholder of the Company, through private placement without public offering. Our application for approval of capital increase dated 14 February 2024 was approved by the Capital Markets Board on 16 May 2024. The transaction price for the private placement of shares to be issued in capital increase has been determined as TRY 49.40 per share for a nominal value of TRY 1, by taking into account the base price determined within the framework of Wholesale Purchase and Sale Transactions Procedure of Borsa Istanbul and the highest sales price in the sales transactions carried out by Erdemoğlu Holding in the last 6 months. The capital increase in question is in the scope of the completion of the transfer of at least 75% of the proceeds amounting to TRY 5,818,500,000 obtained from the SASA shares sale transaction carried out by Erdemoğlu Holding to qualified institutional investors on 12 December 2023 at TRY 43.10 to our Company as committed by Erdemoğlu Holding. TRY 43.10, the share sales price of Erdemoğlu Holding on 12 December 2023, corresponds to USD 1.48 at that day's USD/TRY exchange rate, and TRY 49.40, the transaction price determined for the private placement, corresponds to USD 1.53 as of 17 May 2024. The private placement of shares with a nominal value of TRY 88,360,324 to be issued will be carried out by TEB Yatırım Menkul Değerler A.Ş. (buyer's/seller's brokerage house) following the approval of the issue document by the Capital Markets Board. As a result of the capital increase, the Company's issued capital will increase from TRY 5,321,653,794.10 to TRY 5,410,014,118.10. Our Company has applied to the Capital Markets Board today for the approval of the issue document. In the event of any discrepancy between the Turkish and English versions of this disclosure statement, the original Turkish version shall prevail. SASA disclaims all warranties and makes no representations about the accuracy or completeness of the English translation and assumes no liability for any errors, omissions or inaccuracies that may arise from use of this translation. | ||||||||||||||
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.
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