Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
Related Companies | [PRZMA] | ||||||||
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| Evet (Yes) | |||||||
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| Hayır (No) | |||||||
oda_DateOfThePreviousNotificationAboutTheSameSubject| |
| 29.04.2026 | |||||||
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| Hayır (No) | |||||||
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oda_ExplanationTextBlock| | The process regarding the acquisition by our indirect subsidiary DLT Turizm ve Ticaret A.Ş. of the Group A and Group B shares held by Mr. Metin Kuru and Mr. Raşit Kuru, the shareholders of Prizma Pres Matbaacılık Yayıncılık Sanayi ve Ticaret A.Ş. ("PRZMA"), was previously disclosed to the public through our material event disclosure dated 29.04.2026. As a result of the negotiations conducted within the scope of the said process, a binding Share Purchase, Sale and Transfer Agreement was executed on 26.06.2026 between our indirect subsidiary DLT Turizm ve Ticaret A.Ş. and the aforementioned shareholders. Under the Agreement, it is envisaged that a total of 23,176,470.59 shares, comprising 3,176,470.59 Group A shares and 20,000,000 Group B shares, which belong to the aforementioned shareholders and correspond to approximately 29.9% of PRZMA's issued capital, will be acquired by our indirect subsidiary DLT Turizm ve Ticaret A.Ş. Within the scope of the said share transfer, the transfer of 20,000,000 Group B shares will be completed on 30.06.2026; the Group A shares will be transferred following the general assembly meeting to be held by PRZMA this year. Upon completion of the transfer of the Group A and Group B shares, it is envisaged that the majority of the voting rights in PRZMA will pass to our indirect subsidiary DLT Turizm ve Ticaret A.Ş., and that the management control of PRZMA will be acquired by DLT Turizm ve Ticaret A.Ş. In this context, it is envisaged that an obligation to launch a mandatory tender offer to the other shareholders of PRZMA will arise pursuant to Article 15 of the Capital Markets Board's Communiqué on Tender Offers No. II-26.1, and the mandatory tender offer price is calculated as TL 23.50 per share within the framework of the provisions of the said Communiqué. The necessary applications regarding the mandatory tender offer will be made to the Capital Markets Board following the occurrence of the change of control. Developments regarding the matter will continue to be shared with the public within the scope of the Capital Markets Board's Communiqué on Material Events No. II-15.1. Respectfully submitted for the information of investors and the public. In case of any discrepancy between the Turkish and English versions, 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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