Application for Takeover Bid related to the purchase of Karel Elektronik shares


As stated in our company's material disclosure dated 30.03.2022, in summary; Karel Elektronik Sanayi ve Ticaret A.Ş. ("Karel Elektronik"), corresponding to 40% of its capital and 55.6% of its voting rights, 80,000,000 shares in total were acquired by our company's direct subsidiary, Öncü Girişim Yatırım Ortaklığı A.Ş. ("Öncü Girişim"), for a total amount of TL842,715,846.24 (TL10.53 per share) on 30.06.2022 and "Closing" of the transaction was completed on 30.06.2022.


Determination of the takeover bid price is based on the 5th article titled 'Mandatory takeover bid price' of the Capital Markets Board's Communiqué No. II-26.1 on 'Takeover Offers' (For target shares or share groups traded on the stock exchange),


1)            When control of the management changes without a change in shareholding or with a change in shareholding, based on daily adjusted corrections occurring in the six-month period prior to the date on which control has been obtained; the arithmetic average of the weighted average stock market prices,


2)            Including the share purchases that give rise to the takeover bid, by the acquirer or the persons with which the acquirer works together; for the acquired company, in the six-month period preceding the date on which the takeover bid obligation arises, the highest price paid is determined,


the higher of these two prices shall prevail as the mandatory tender call price.




For Karel Elektronik, for the six-month period prior to the disclosure date of 30.03.2022, the arithmetic average price of the weighted average stock market prices is TL 11.45,


Including the share purchases that give rise to the takeover bid, by Öncü Girişim or the persons with which Öncü Girişim works together; for the acquired company, in the six-month period preceding the date on which the takeover bid obligation arises, the highest price paid is TL 10.53 per share.


The higher of these two prices, TL11.45 per share is calculated to be the mandatory Takeover bid price.


As stated in our company's public disclosure dated 30.03.2022; with reference to 'Capital Market Law No. 6362' and within the scope of article 26 titled 'Mandatory Tender Offer', it is determined that management control in the capital of Karel Elektronik shares and voting rights are acquired by Öncü Girişim, a direct subsidiary of our Company. Pursuant to Article 13 of the Capital Markets Board's Communiqué No. II-26.1 on Share Purchase Offer, the takeover bid information form was granted to the Capital Markets Board as of 05.07.2022 (today) to make a takeover bid.


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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