Announcement Regarding Non-Current Financial Asset Sale - Aytemiz Akaryakıt


Considering the fact that a binding and a final agreement did not exist then, regarding the sale and transfer of our 50% stake at Aytemiz Akaryakıt Dağıtım A.Ş. (Aytemiz Akaryakıt), that a material disclosure regarding the issue could lead market participants to different opinions and evaluations and that a material disclosure in the current condition can damage our Company's justified interests, it had been resolved to postpone the announcement of the related process as per the Article-6 of the Capital Market Board's Communiqué on Material Events Disclosure no. II-15.1 ("Communiqué") and related provisions of Material Events Guide ("Guide").

Our Company's Board of Directors also decided the following at its meeting on April, 4 2023 :

1) Our company's 400,000,000 share at a face value of TRY 400,000,000, corresponding to 50% of Aytemiz Akaryakıt's paid-in capital shall be sold ("Transaction") to PJSC Tatneft n.a. V.D. Shashin ("Buyer"), whom our Company does not have a relationship in terms of management, audit and capital, for a total of  (subject to adjustments) USD 160,000,000 ("Sale Value") and under other conditions agreed within the ‘Share Transfer Agreement',

2) All provisions and appendixes of the Share Transfer Agreement, other agreements, protocols or all other related agreements and protocols that are foreseen to be signed pursuant to the Transaction and instructions that will be signed to the intermediary institutions for the transactions (together "Agreements") shall be accepted and concluded between sellers, including our Company, and Buyer,

3) Based on Sale Value calculated with the average of bid and ask exchange rates announced by the Central Bank of the Republic of Türkiye on the previous business day of this Board of Directors decision on 15:30, sale and transfer of our Company's stake at Aytemiz Akaryakıt is not classified as a "material transaction" as per the related provisions of the Capital Markets Board's "Communiqué on Material Transactions and Exit Right" no. II-23.3 and an "exit right" does not arise for our Company's shareholders due to the following:

  • Sales Value is 7.27% of the total assets according to the latest financial tables dated December 31, 2022
  • Sales Value is 13.93% of our Company's market capitalization, calculated based on the average of weighted average daily share prices for the last six months prior to the Board of Director's decision,
  • Sales Value is 6.70% of all revenue items that impact net income/loss for the period from ongoing operations

Within the context of the abovementioned decision the ‘Share Transfer Agreement' has been signed between our Company and Buyer.

The summary provided above describes the Transaction to the extent of our Company's involvement in the entire deal, as defined in the Share Transfer Agreement executed on 04.04.2023, pertains to the sale of 100% shares of Aytemiz Akaryakıt to PJSC Tatneft n.a. V.D. Shashin at a total consideration for a total of USD 320,000,000 (as subject to certain closing adjustments) ("Sale Value") (USD 160,000,000 portion of which belongs to our Company again as subject to certain closing adjusments) and under other terms agreed within the Share Transfer Agreement signed on April 4, 2023.

The Transaction is expected to close following the satisfaction of customary regulatory approvals.

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