Regarding the Purchase of Doku Madencilik Shares.

06.08.2024

Noncurrent Financial Asset Acquisition

   
 
   

Update Notification Flag

   

Evet (Yes)

   

Correction Notification Flag

   

Hayır (No)

   

Date Of The Previous Notification About The Same Subject

   

05.06.2024

   

Postponed Notification Flag

   

Hayır (No)

   

Announcement Content

   
 
     

Board Decision Date for Acquisition

   

06/08/2024

     

Were Majority of Independent Board Members' Approved the Board Decision for Acquisition

   

Yes

     

Title of Non-current Financial Asset Acquired

   

Doku Madencilik ve Ticaret A.Ş.

     

Field of Activity of Non-current Financial Asset whose Shares were being Acquired

   

Mining.

     

Capital of Noncurrent Financial Asset

   

3,465,000 TL

     

Acquirement Way

   

Satın Alma (Purchase)

     

Date on which the Transaction was/will be Completed

   

The completion of the transaction is subject to obtaining all necessary legal approvals from official institutions and fulfilling all closing procedures and conditions specified in the contracts. An additional public announcement will be made on the `Closing? date when the sale and transfer legally take place.

     

Acquisition Conditions

   

Peşin (Cash)

     

Detailed Conditions if it is a Timed Payment

   

None

     

Nominal Value of Shares Acquired

   

2,598,750 TL

     

Purchase Price Per Share

   

5.1948 USD

     

Total Purchasing Value

   

13,500,000 USD

     

Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)

   

% 75

     

Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)

   

% 75

     

Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)

   

% 75

     

Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)

   

% 0.43

     

Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)

   

% 0.86

     

Effects on Company Operations

   

It is anticipated that there will be a positive impact on our company?s revenue and profitability.

     

Did Takeover Bid Obligation Arised?

   

Hayır (No)

     

Will Exemption Application be Made, if Takeover Bid Obligation Arised?

   

Hayır (No)

     

Title/ Name-Surname of Counter Party

   

Kurmel Holding A.Ş. (% 50 stake), Ortadoğu Otomotiv Ticaret A.Ş. (% 25 stake)

     

Is Counter Party a Related Party According to CMB Regulations?

   

Hayır (No)

     

Relation with Counter Party if any

   

Ortadoğu Otomotiv Ticaret A.Ş., from which % 25 stake to be transferred is a related party to our Company.

     

Agreement Signing Date if Exists

   

06/08/2024

     

Value Determination Method of Non-current Financial Asset

   

"Bargaining method" was used

     

Did Valuation Report be Prepared?

   

Düzenlenmedi (Not Prepared)

     

Reason for not Preparing Valuation Report if it was not Prepared

   

A valuation report was not prepared as the ?Bargaining method? was used.

     

Date and Number of Valuation Report

   

None.

     

Title of Valuation Company Prepared Report

   

None.

     

Value Determined in Valuation Report if Exists

   

None.

     

Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report

   

None.

   

Explanations

   
 

Our Company has entered into a ‘Share Transfer Agreement' dated 06.08.2024 with the following companies for the acquisition of shares in Doku Madencilik ve Ticaret A.Ş. (Gümüştaş Madencilik) representing 3,465,000 TL total nominal valued shares of its capital;

- 1,732,500 TL nominal valued 50 % of shares for 9,000,000 US Dollars (5.1948 US Dollars per share) from Kurmel Holding A.Ş. and

- 866,250 TL nominal valued 25 % of shares for 4,500,000 US Dollars (5.1948 US Dollars per share) from Ortadoğu Otomotiv Ticaret A.Ş.

 

This totals to a 2,598,750 TL nominal valued 75 % of shares, which will be acquired for a total of 13,500,000 US Dollars, subject to negotiations and certain adjustments.  

The completion of the transaction is targeted upon the fulfillment of all closing conditions, including but not limited to the approval of the Competition Authority.

Respectfully announced to our shareholders and the public.

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