All Categories
Publish Date
04.04.202318:21:20
Disclosure Type
ÖDA
Year
--
Period
-
Notification Attachments (0)
Non-current Financial Asset Sale
Summary Info
Non-Current Financial Asset Sale
[CONSOLIDATION_METHOD_TITLE][CONSOLIDATION_METHOD]
Related Companies
[]
Related Funds
[]
English
oda_NoncurrentFinancialAssetSaleAbstract|
Non-Current Financial Asset Sale
oda_UpdateAnnouncementFlag|
Update Notification Flag
Hayır (No)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
-
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Evet (Yes)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
04/04/2023
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Yes
oda_TitleOfNoncurrentFinancialAssetSold|
Title of Non-current Financial Asset Sold
Aytemiz Akaryakıt Dağıtım A.Ş.
oda_FieldOfActivityNoncurrentFinancialAssetSold|
Field of Activity of Non-current Financial Asset Sold
Fuel and autogas distribution
oda_CapitalOfNoncurrentFinancialAssetSold|
Capital of Non-current Financial Asset Sold
800,000,000 TL
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
It will be completed on the closing date.
oda_SalesConditions|
Sales Conditions
Peşin (Cash)
oda_NominalValueOfSharesSold|
Nominal Value of Shares Sold
400,000,000 TL
oda_SalesPricePerShare|
Sales Price Per Share
0.40 USD
oda_TotalSalesValue|
Total Sales Value
160,000,000 USD (Subject to closing adjustments)
oda_RatioOfSharesSoldToCapitalOfNoncurrentFinancialAsset|
Ratio of Shares Sold to Capital of Non-current Financial Asset (%)
%50
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterSalesTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%)
%0
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterSalesTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%)
%0
oda_RatioOfNoncurrentFinancialAssetSoldToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%)
%7.27
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
%6.70
oda_EffectsOnCompanyOperations|
Effects on Company Operations
It is expected that it will have a positive impact on the efficient use of our assets and resources, on the activities of our Company and on the working capital.
oda_ProfitLossArisedAfterTransaction|
Profit / Loss Arised After Transaction
It will be determined on the closing date.
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
No determination has been made.
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
A Board of Directors Decision has not been taken.
oda_TitleNameSurnameOfCounterPartyBought|
Title/ Name-Surname of Counter Party Bought
PJSC Tatneft n.a. V.D. Shashin
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|http://www.xbrl.org/2003/role/verboseLabel
Relation with Counter Party if any
It has no relationship in terms of management, audit or capital.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
04/04/2023
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Sale Price is determined by negotiation.
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
Sale Price is determined by negotiation.
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
None.
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
None.
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
None.
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
There is no valuation report.
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

Considering the fact that a binding and a final agreement did not exist then, regarding the sale and transfer of our 50% stake at Aytemiz Akaryakıt Dağıtım A.Ş. (Aytemiz Akaryakıt), that a material disclosure regarding the issue could lead market participants to different opinions and evaluations and that a material disclosure in the current condition can damage our Company's justified interests, it had been resolved to postpone the announcement of the related process as per the Article-6 of the Capital Market Board's Communiqué on Material Events Disclosure no. II-15.1 ("Communiqué") and related provisions of Material Events Guide ("Guide").

Our Company's Board of Directors also decided the following at its meeting on April, 4 2023 :

1) Our company's 400,000,000 share at a face value of TRY 400,000,000, corresponding to 50% of Aytemiz Akaryakıt's paid-in capital shall be sold ("Transaction") to PJSC Tatneft n.a. V.D. Shashin ("Buyer"), whom our Company does not have a relationship in terms of management, audit and capital, for a total of  (subject to adjustments) USD 160,000,000 ("Sale Value") and under other conditions agreed within the ‘Share Transfer Agreement',

2) All provisions and appendixes of the Share Transfer Agreement, other agreements, protocols or all other related agreements and protocols that are foreseen to be signed pursuant to the Transaction and instructions that will be signed to the intermediary institutions for the transactions (together "Agreements") shall be accepted and concluded between sellers, including our Company, and Buyer,

3) Based on Sale Value calculated with the average of bid and ask exchange rates announced by the Central Bank of the Republic of Türkiye on the previous business day of this Board of Directors decision on 15:30, sale and transfer of our Company's stake at Aytemiz Akaryakıt is not classified as a "material transaction" as per the related provisions of the Capital Markets Board's "Communiqué on Material Transactions and Exit Right" no. II-23.3 and an "exit right" does not arise for our Company's shareholders due to the following:

·        Sales Value is 7.27% of the total assets according to the latest financial tables dated December 31, 2022

·        Sales Value is 13.93% of our Company's market capitalization, calculated based on the average of weighted average daily share prices for the last six months prior to the Board of Director's decision,

·        Sales Value is 6.70% of all revenue items that impact net income/loss for the period from ongoing operations

Within the context of the abovementioned decision the ‘Share Transfer Agreement' has been signed between our Company and Buyer.

The summary provided above describes the Transaction to the extent of our Company's involvement in the entire deal, as defined in the Share Transfer Agreement executed on 04.04.2023, pertains to the sale of 100% shares of Aytemiz Akaryakıt to PJSC Tatneft n.a. V.D. Shashin at a total consideration for a total of USD 320,000,000 (as subject to certain closing adjustments) ("Sale Value") (USD 160,000,000 portion of which belongs to our Company again as subject to certain closing adjusments) and under other terms agreed within the Share Transfer Agreement signed on April 4, 2023.

The Transaction is expected to close following the satisfaction of customary regulatory approvals.




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.

BORA YALINAY
CFO-İCRA KURULU ÜYESİ
DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.
04.04.2023 18:19:09
TAHİR ERSOY
MALİ ve İDARİ İŞLER DİREKTÖRÜ
DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.
04.04.2023 18:20:13
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