Copyright © 2025 KAP
Central Securities Depository & Trade Repository of Türkiye
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Information on Shares Covered by Takeover Bid | ||||||||||||||||||||||||
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Daily Share Purchase Info | ||||||||||||||||||||||||
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Special Conditions Related to the Subject | ||||||||||||||||||||||||
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Additional Explanations | ||||||||||||||||||||||||
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 79,43%. In accordance with Article 26 of the Capital Markets Law No. 6362 and the Communiqué on Takeover Bids (II-26.1), Heidelberg Materials AG has duly submitted the mandatory tender offer application to the Capital Markets Board of Türkiye on 26 June 2026 through TEB Yatırım Menkul Değerler A.Ş. In this context, the public disclosure that the specified application was approved by the Capital Markets Board was announced in the Board Bulletin dated 12/08/2026 and numbered 2026/51, and the Tender Offer Information Form was approved by the decision of the Capital Markets Board dated 16/09/2026 and numbered 2026/59. 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 171.48. · 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 As of 22/09/2026, being the business day preceding the date on which the actual tender offer will commence, the equivalent of USD 5.627434 was calculated as TRY [274,24] based on the announced Central Bank of the Republic of Türkiye USD buying exchange rate of TRY [48,7323]. As a result, the tender offer price has been determined as TRY [274,24] for 100 Akçansa shares corresponding to a nominal value of TRY 1.00. In this context, the mandatory tender offer will be conducted through TEB Yatırım Menkul Değerler Anonim Şirketi for a period of 10 business days between 23/09/2026 and 06/10/2026, both dates inclusive. The approved Tender Offer Information Form, Tender Offer Demand Form and Tender Offer Information Note are attached hereto. The shareholders eligible to participate in the Mandatory Tender Offer will be determined in accordance with Article 11 of the Communiqué on Takeover Bids (II-26.1). 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. | ||||||||||||||||||||||||
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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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