TOFAS TÜRK OTOMOBIL FABRIKASI ANONIM SIRKETI 2016 ESTIMATED ASSOCIATED PARTY TRANSACTIONS REPORT
General Information
This report is issued as per Article 10 of Corporate Governance Communiqué II-17.1 (the Communiqué) by Capital Markets Board (CMB). As per the referenced clause, the Board of Directors of the Company should create a report which includes the total amount of continuous transactions between the company quoted on Borsa Istanbul and its associates and the affiliated parties in a certain accounting period,
the rate of sales to their costs based on the final annual financial statements in purchasing transactions,
terms of sales transactions,
which are estimated to be minimum 10% of the revenues based on the final annual financial statements in sales transactions and market comparisons for such transactions and such report or its results section should be disposed via KAP.
The purpose of this report is to disclose the terms of estimated transactions between Tofaş Türk Otomobil Fabrikası A.Ş. (Company) and its affiliates and the associated parties as defined by Turkish Accounting Standards (TMS 24) within the scope of CMB regulations in 2016 to the extent that they are not commercial secrets and show that any such transaction does not have a negative effect on the Company as compared to the market conditions.
Detailed information on the Company's associated party transactions in 2015 are given in footnote 25 of publicly disclosed financial tables on 2015 activities and this Report includes the terms of the transactions which are estimated to exceed 10% in 2016 accounting period.
Our Company being established in 1968 as a Turkish-Italian partnership has operations of manufacturing, importing and sale of passenger, cars, light commercial vehicles and their spare parts under the license of FCA Italy S.P.A. Co-managed by Koç Holding A.Ş. and Fiat, the Company is run in cooperation by Koç Group and FCA Italy S.P.A. Group based on the Joint Venture Agreement. The Head Office of the Company is at Büyükdere Cad. No:145 Zincirlikuyu Şişli-İstanbul. Manufacturing facilities are located at Bursa.
The Company is associated to Capital Markets Board and quoted in İstanbul Stock Exchange since 1991. It is also quoted in Luxembourg Stock Exchange and traded in the international markets
The capital of the Company is TL 500,000,000 and the table on the shareholding structure is as follows.
Shareholder | Amount of Shares (TL) | Capital Ratio (%) | Voting Right | Voting Right Ratio |
Koç Holding A.Ş. | 187,938,121.26 | 37.5876 | 18,793,812,126 | 37.5876 |
Other Koç Group Shareholders | 1,341,735.61 | 0.2684 | 134,173,561 | 0.2684 |
Koç Group Total | 189,279,856.87 | 37.8560 | 37.8560 | |
FCA Italy S.P.A. | 189,279,856.87 | 37.8560 | 18,927,985,687 | 37.8560 |
Other Partners | 121,440,286.26 | 24.2880 | 12,144,028,626 | 24.2880 |
Total | 500,000,000.00 | 100.00 | 50,000,000,000 | 100.00 |
Summary financial data of the Company in 2013-2015 are as follows.
(000 TL) | 31.12.2013 | 31.12.2014 | 31.12.2015 |
Total Assets | 5,928,202 | 7,124,284 | 9,866,566 |
Equities of Main Partner | 1,898,814 | 2,241,171 | 2,582,291 |
(000 TL) | 01.01.2013-31.12.2013 | 01.01.2014-31.12.2014 | 01.01.2015-31.12.2015 |
Revenues | 7,037,954 | 7,440,009 | 9,920,723 |
Cost of Sales | 6,216,058 | 6,516,211 | 8,780,540 |
Net Term Profit | 434,223 | 574,238 | 830,801 |
Based on these data, a board report is required for purchases estimated to exceed TL 878,054 thousand (2015 SMM*10%) and sales estimated to exceed TL 992,072 thousand (2015 Revenues*10%) in 2016.
FCA Italy S.P.A. was founded by Giovanni Agnelli in 1899 in Turin. Its brands are Lancia, Alfa Romeo, Maserati, Ferrari, Jeep, Chrysler and Dodge. It is among the largest automotive and industry groups of the world. Automotive industry operations are organized as Passenger and Commercial divisions. The Company has also investments in Finance and Media and has a capital of € 800 million. The shares of the company are traded in Italy, Germany, France and United States stock exchanges. FCA Italy S.P.A. owns 37.8560% of the Company's shares.
Information on Otokoç Otomotiv Ticaret ve Sanayi A.Ş.The Company, headquartered from İstanbul, has been registered as Otokoç Otomotiv Ticaret ve Sanayi A.Ş. on 21 June 2001 following many changes and operates in retail, fleet and 2nd hand sales of Ford-Fiat-Alfa-Volvo-Jeep etc. vehicles and also provides maintenance services, short- and long-term vehicle leasing services, wholesales of spare parts and financing services for vehicles.
Otokoç Otomotiv Ticaret ve Sanayi A.Ş. is the authorized dealer and service of the Company and purchases vehicles and spare parts from the company within the scope of a dealership agreement. The company has a capital of TL 21,000,000 and is not publicly-traded.
The Company's associated party transactions estimated to exceed 10% limitation in 01.01.2016-31.12.2016 accounting period will be with FCA İtalya S.P.A and Otokoç Otomotiv Ticaret ve Sanayi A.Ş. and brief information on these transactions are listed in the table below.
Transactions with FCA Italy S.P.A.
Associated Person (Name/Title) | Type of Transaction | Amount of Transaction (000 TL) (2015) | Rate of Transaction Amount to Revenues/SMM (2015) | Pricing/Profit Distribution Method |
FCA Italy S.P.A. | Purchase of Vehicles | 825,495 | 9.401 | Profit/Loss Distribution Method |
FCA Italy S.P.A. | Spare Part Purchase | 87,121 | 0.992 | Cost Plus Method |
FCA Italy S.P.A. | Purchase of Manufacturing | 3,184,572 | 36.269 | Cost Plus Method |
Materials | ||||
FCA Italy S.P.A. | Purchase of R&D | 310,956 | 3.541 | Cost Plus Method |
FCA Italy S.P.A. | Information Technologies | 3,284 | 0.037 | Cost Plus Method |
FCA Italy S.P.A. | Service Purchase | 3,855 | 0.044 | Cost Plus Method |
FCA Italy S.P.A. Total Purchases | 4,415,283 | 50.284 | ||
FCA Italy S.P.A. | Vehicle Sales | 4,732,519 | 47.703 | Cost Plus Method |
FCA Italy S.P.A. | Spare Part Sales | 164,343 | 1.657 | Cost Plus Method |
FCA Italy S.P.A. | R&D Sales | 945 | 0.009 | Cost Plus Method |
FCA Italy S.P.A. | Service Sales | 1,049 | 0.011 | Cost Plus Method |
FCA Italy S.P.A. Total Sales | 4,898,856 | 49.380 |
The Company's manufacturing and supply cooperation with the associated party FCA Italy
S.P.A. are based on the agreements for Doblo Classic dated 28 October 2014, MCV (Mini Cargo) dated 18 December 2015, Linea dated 30 December 2005, Doblo 263 (New Doblo) dated 15 October 2007, 356 Sedan dated 17.06.2015 and 357 HB-SW dated 23.12.2015.
Tofas Turk Otomobil Fabrikasi AS issued this content on 07 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 March 2016 16:30:14 UTC
Original Document: http://www.tofas.com.tr/en/Investor/Notices/TOFAS_2016_Estimated_Associadet_Party_Transactions_Report_EN_US.pdf
