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    KCHOL   TRAKCHOL91Q8

KOÇ HOLDING A.S.

(KCHOL)
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End-of-day quote BORSA ISTANBUL  -  05-15
38.30 TRY   -0.88%
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Purchase of Yapı Kredi Bank Shares

11/08/2021 | 07:13pm EDT

KAMUYU AYDINLATMA PLATFORMU

KOÇ HOLDİNG A.Ş.

Non-current Financial Asset Acquisition

Summary

Purchase of Yapı ve Kredi Bankası A.Ş. shares

Noncurrent Financial Asset Acquisition

Related Companies

[YKBNK]

Related Funds

[]

Noncurrent Financial Asset Acquisition

Update Notification Flag

Hayır (No)

Correction Notification Flag

Hayır (No)

Date Of The Previous Notification About The Same Subject

-

Postponed Notification Flag

Hayır (No)

Announcement Content

Board Decision Date for Acquisition

08/11/2021

Were Majority of Independent Board Members' Approved

Yes

the Board Decision for Acquisition

Title of Non-current Financial Asset Acquired

Yapı ve Kredi Bankası A.Ş. (YKB)

Field of Activity of Non-current Financial Asset whose

Banking

Shares were being Acquired

Capital of Noncurrent Financial Asset

TL 8.447.051.284

Acquirement Way

Satın Alma (Purchase)

Transfer of shares (Closing), which is subject to

Date on which the Transaction was/will be Completed

obtaining necessary approvals from regulatory

authorities in Turkey and abroad, is expected to be

finalized in the first quarter of 2022.

Acquisition Conditions

Peşin (Cash)

Detailed Conditions if it is a Timed Payment

-

Nominal Value of Shares Acquired

TL 1.520.469.231

Purchase Price Per Share

For shares of a nominal value of 1 TL, TL 2,2980

Total Purchasing Value

TL 3.494.038.293

Ratio of New Shares Acquired to Capital of Non-current

%18

Financial Asset (%)

Total Ratio of Shares Owned in Capital of Non-current

%27,02 directly

Financial Asset After Transaction (%)

Total Voting Right Ratio Owned in Non-current Financial

%27,02 directly

Asset After Transaction (%)

Ratio of Non-current Financial Asset Acquired to Total

Assets in Latest Disclosed Financial Statements of Company

%0,5

(%)

Ratio of Transaction Value to Sales in Latest Annual

%1,9

Financial Statements of Company (%)

Effects on Company Operations

Koç Holding's stake in its subsidiary YKB will increase

.

Did Takeover Bid Obligation Arised?

Evet (Yes)

Will Exemption Application be Made, if Takeover Bid

Hayır (No)

Obligation Arised?

Title/ Name-Surname of Counter Party

UniCredit S.p.A.

Is Counter Party a Related Party According to CMB

Hayır (No)

Regulations?

Relation with Counter Party if any

UniCredit S.p.A. is not a related party.

Agreement Signing Date if Exists

08/11/2021

Value Determination Method of Non-current Financial Asset

Price has been determined based on the Share

Purchase Agreement dated 30.11.2019.

Did Valuation Report be Prepared?

Düzenlenmedi (Not Prepared)

Reason for not Preparing Valuation Report if it was not

Valuation report has not been prepared as it is not

Prepared

required pursuant to the regulation.

Date and Number of Valuation Report

-

Title of Valuation Company Prepared Report

-

Value Determined in Valuation Report if Exists

-

Reasons if Transaction wasn't/will not be performed in

-

Accordance with Valuation Report

Explanations

As publicly disclosed on 30.11.2019, Koç Holding has a right of first offer subject to certain conditions under the Share Sale and Purchase Agreement relating to the sale of Yapı ve Kredi Bankası A.Ş. shares executed among Koç Holding, UniCredit S.p.A. ("UniCredit") and Koç Finansal Hizmetler A.Ş.. In this respect, the notice sent by UniCredit has been assessed and UniCredit has been informed of our decision to purchase 18% of YKB shares with a total nominal value of TL 1,520,469,231 from UniCredit.

Based on the Share Purchase Agreement terms dated 30.11.2019, the price has been determined as TL 2.2980 for each YKB share with a nominal value of 1 TL.

As Koç Holding's direct and indirect shares in YKB will be above the 50% threshold defined in CMB's Communique on Takeover Bids, a mandatory tender offer will be triggered for Koç Holding for the shares of other YKB shareholders. Accordingly, Koç Holding will conduct a mandatory tender offer after closing of the transaction.

In accordance with the Communique on Takeover Bids, the mandatory takeover bid price will be determined such that it cannot be less than;

  1. the arithmetical average of daily weighted average stock prices occurring during the six months (180 days) period prior to the date of public disclosure of the agreement relating to sales of shares, i.e. TL 2.3940 ,
  2. the highest price paid by Koç Holding for YKB shares within six months prior to the bid, including the price paid for direct share purchases leading to the mandatory tender offer, i.e. TL 2.2980 .

Transfer of shares is subject to obtaining necessary approvals from regulatory authorities in Turkey and abroad, including BRSA and CMB.

Material developments regarding the transaction will be disclosed to our investors.

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.

Disclaimer

Koç Holding AS published this content on 08 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 November 2021 00:12:04 UTC.


© Publicnow 2021
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Sales 2022 531 B 33 549 M 33 549 M
Net income 2022 22 281 M 1 409 M 1 409 M
Net Debt 2022 156 B 9 866 M 9 866 M
P/E ratio 2022 4,20x
Yield 2022 4,44%
Capitalization 96 770 M 6 119 M 6 119 M
EV / Sales 2022 0,48x
EV / Sales 2023 0,39x
Nbr of Employees 105 908
Free-Float 42,9%
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Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 13
Last Close Price 38,30 TRY
Average target price 48,48 TRY
Spread / Average Target 26,6%
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Levent Çakiroglu Chief Executive Officer & Director
Ibrahim Tamer Hasimoglu President-Tourism, Food & Retailing Group
Ahmet Fadil Ashaboglu Chief Financial Officer
Ömer Mehmet Koç Vice President-Energy Group
Jacques Albert Nasser Independent Director
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