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| Evet (Yes) | |||||||
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| Hayır (No) | |||||||
oda_DateOfThePreviousNotificationAboutTheSameSubject| |
| 18.06.2026 | |||||||
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| Hayır (No) | |||||||
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oda_ExplanationTextBlock| | The following statement has been provided to our Company by Heidelberg Materials AG: The transfer of 7,603,513,643 registered shares owned by Hacı Ömer Sabancı Holding A.Ş. ("Seller"), representing 39.72% of the issued share capital of Akçansa Çimento Sanayi ve Ticaret A.Ş. ("Akçansa") and having an aggregate nominal value of TRY 76,035,136.43, each with a nominal value of TRY 0.01 (1 Kuruş), to Heidelberg Materials AG (the "Share Transfer Transaction") was completed on 18 June 2026, in consideration for a total purchase price of USD 427,882,713. Following this transaction, the Seller no longer holds any shares in Akçansa, while Heidelberg Materials AG's shareholding in Akçansa has increased to 79.44%. The review process regarding the application submitted by Heidelberg Materials AG to the Capital Markets Board of Türkiye on 15 June 2026, requesting its opinion as to whether the Share Transfer Transaction gives rise to a circumstance triggering a mandatory tender offer obligation pursuant to Article 14/1-(ç) of the Communiqué on Takeover Bids (II-26.1) (the "Communiqué"), is still ongoing. In order to act within the statutory time limits pursuant to Article 26 of the Capital Markets Law No. 6362 and the provisions of the Communiqué, Heidelberg Materials AG has submitted the mandatory tender offer application to the Capital Markets Board of Türkiye through TEB Yatırım Menkul Değerler A.Ş. as of 26 June 2026 (today). Pursuant to Article 15 of the Communiqué, the tender offer price has been determined as follows: • The arithmetic average of the daily adjusted weighted average stock exchange prices formed during the six-month (180-day) period preceding the public disclosure date of the Binding Agreement on 20 April 2026 has been calculated as TRY 170.06. • Within the scope of the Share Transfer Transaction, the equivalent of purchase price per 100 shares corresponding to a nominal value of TRY 1 is USD 5.627434. Accordingly: o As of 18 June 2026, being the date on which the shares were actually transferred, the equivalent of USD 5.627434 was calculated as TRY 260.25 based on the announced Central Bank of the Republic of Türkiye USD buying exchange rate of TRY 46.2460 on the share transfer date. o Since the actual tender offer has not yet commenced, the USD buying exchange rate to be announced by the Central Bank of the Republic of Türkiye for the business day preceding the commencement date has not yet been determined. Accordingly, the Tender Offer Price has been determined as TRY 260.25 for 100 Akçansa shares corresponding to a nominal value of TRY 1.00. The tender offer price will be determined based on the TRY equivalent calculated using the USD buying exchange rate announced by the CBRT on the business day preceding the commencement date of the mandatory tender offer; whereby if such TRY equivalent exceeds TRY 260.25, the higher amount will apply; if it is lower, the floor price of TRY 260.25 will apply. An announcement on this matter shall be made on the Public Disclosure Platform on the day preceding the actual commencement date of the tender offer. Matters relating to the mandatory tender offer, including the result of the opinion request application made to Capital Market Board on 15 June 2026, the determination of the tender offer price and the commencement and expiry dates of the tender offer period, will become final upon the approval of the Capital Markets Board. Following receipt of the Capital Markets Board's approval, the tender offer price and the implementation timetable for the mandatory tender offer will be publicly disclosed on the Public Disclosure Platform. Respectfully announced to our shareholders and the public. 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.
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