Our Company's Board of Directors had resolved the following in its meeting no. 2022/31 on September 15, 2022:
Considering the fact that the discussions in relation to the sale of our Company's 69.83% shareholding in Çelik Halat ve Tel Sanayii A.Ş. was still ongoing, that the final agreement conditions were not fully clear and there were no signed agreements between the parties regarding sale of shares; and that a material disclosure on this subject could have led market participants to have different opinions and evaluations as well as potential harm to our Company's legitimate interests, the public announcement of the related information was postponed as per the 2nd paragraph of Article 6 with the title of "Postponement of Announcement of Insider Information" of the Capital Market's Board II-15.1 Communiqué on Material Events Disclosure, while taking necessary precautions in order to maintain confidentiality.
Our Company's Board of Directors has resolved the following on October 12, 2022, in summary:
1) In relation to 28,980,815.63 shares of Çelik Halat ve Tel Sanayii A.Ş.'nin ("Çelik Halat") owned by our Company with a nominal value of TRY28,980,815.63, representing 69.83% of Çelik Halat's paid-in capital,
- 75% of these shares will be sold to Artaş İnşaat Sanayi ve Ticaret A.Ş., which our Company does not have management, audit or capital relations from the perspective of Capital Markets Legislation,
- 25% of these shares will be sold to Betatrans Lojistik İnşaat Sanayi ve Ticaret A.Ş. ("Buyers"), which our Company does not have management, audit or capital relations from the perspective of Capital Markets Legislation,
for a total of EUR27,000,000 ("Sale Value") and with the agreed upon other conditions as per the ‘Share Transfer Agreement' ("Transaction"),
2) To accept the abovementioned Transaction's conditions and provisions of the Share Transfer Agreement in relation to the rights and liabilities of the parties and all agreements and protocols (which will be named as "Agreements") which are expected to be signed as per the Transaction, and to conclude this between our Company and the Buyers.
3) To complete the transaction following the fulfillment of closing conditions, including, but not limited to the notification which will be made to the Competition Authority by the Buyers.
4) Retirement rights shall not arise for our Company's shareholders as per the related provisions of the Capital Market Board's Communıqué On Significant Transactions And The Retirement Right, as the sale and transfer of Çelik Halat Shares is not classified as a material transaction considering;
- That the related shares' value is 0.8024% of the total assets according to the latest financials on June 30, 2022,
- That Sale Value based on the average of buying and selling exchange rate announced by the Central Bank of the Republic of Türkiye on October 11, 2022, the day before the Board of Directors decision, is 4.3496% of our Company's market capitalization based on the average of the adjusted daily closing prices for the last six months prior to the Board of Directors decision,
- That the income from the asset subject to the transaction has a 0.1143% share in Income/Loss from continuing operations for the period.
Accordingly, our Company and the Buyers have signed ‘Share Transfer Agreement' on October 12, 2022 and accordingly, an advance payment of TRY 36,066,100 has been proceeded to our Company's accounts on October 12, 2022.
Significant developments in relation to the share transfer will be subject to seperate material disclosures in accordance with the Capital Market's Board II-15.1 Communique on Material Events Disclosure.