The countdown has begun for the public offering of Galata Wind Enerji A.Ş., a company of Doğan Group generating 100 % green and renewable energy-based electricity. According to the statements made during the press conference organized by Galata Wind Enerji A.Ş., the book-building process will start on Thursday 15 April and end on Friday 16 April at close of business. Trading at Borsa Istanbul will begin on Thursday 22 April. The price per share in the public offering has been fixed to 5,06 TRY. 25% of shares belonging to Galata Wind Enerji A.Ş. will be offered to the public. In case the greenshoe option is used, the ratio of the public offering will be increased to 30%. A consortium of 30 members led by Garanti BBVA Investment will be brokering the public offering of Galata Wind Enerji A.Ş.
The management of Galata Wind Enerji A.Ş., a company of Doğan Group, has organized a digital press conference to inform on the public offering process, "Turkey's first green public offering", following the application for approval of the process by the Capital Markets Board (SPK) on 8 April 2021. The meeting moderated by journalist and author Didem Eryar Ünlü was attended by Doğan Group CEO Çağlar Göğüş, Galata Wind Enerji A.Ş. CEO Burak Kuyan, Garanti BBVA Executive Vice-President in Charge of Corporate and Investment Banking and Financing and Sustainability Ebru Dildar Edin and Garanti BBVA Investment CEO Utku Ergüder, the bank leading the consortium for Galata Wind's public offering.
Doğan Group CEO Çağlar Göğüş indicated that renewable energy companies have taken on the role that was played by technology markets until recently in the economy and markets, becoming the most attractive assets for investors, thus creating major advantage for companies that produce renewable energy. Göğüş continued:
"Public offerings have always been very important in the 61-year-long history of Doğan Group in terms of institutionalization and value creation. Aside from 6 public offerings made primarily and secondarily in the past, 5 of our companies are publicly-held today, including Doğan Holding. As Doğan Holding, we are presently operating in 7 different business segments. The turnover size of Galata Wind -our company operating in the electric production segment- within our consolidated financial tables corresponds to approximately 3%. But when we look at it in terms of profitability, it corresponds to 29% of our EBITDA. It is hence our most valued, profitable and biggest cash-generating company. Furthermore, sustainability is one of Doğan Group's priorities and Galata Wind Enerji A.Ş. represents one of the most important reflections of that priority. The fact that Galata Wind is realizing Turkey's very first green public offering with its portfolio, business model and commitments is a significant development in the business world and the economy."
Indicating that the European Green Deal associated with the Paris Agreement, the return of the US to the latter and the transitioning of China to its Green Growth Strategy all demonstrate a global determination in transitioning to a carbon-neutral economy, Göğüş pointed to the fact that companies managing trillions of dollars-worth of assets are now making commitments to accelerate the transitioning to a carbon-neutral economy, stating "We too as Doğan Group have set ourselves the goal to becoming carbon-neutral by 2030 and have started taking the necessary steps in all of our companies to that end."
Advising on Galata Wind Enerji A.Ş.'s journey to public offering, Galata Wind Enerji CEO Burak Kuyan said "We are also contributing to the reduction of our country's dependence to foreign countries by generating renewable energy with endless resources and in line with the strategy determined by our Ministry of Energy and Natural Resources' 'More Local More Renewable' motto for the 2019-2023 period." Explaining that Galata Wind Enerji is a partner of the transformation of energy both in the world and in Turkey, as well as a partner of sustainability in general, Kuyan affirmed:
"We believe that as a subsidiary of Doğan Group, one of Turkey's most important and respectable groups of companies, Galata Wind Enerji A.Ş.'s sustainable and green electricity production portfolio, predictable cash flow and costs, operational efficiency, strong capital structure, growth potential along with beneficial components of the Turkish electricity industry are important criteria for investors. We believe that our public offering will attract great interest thanks to our low indebtedness and our strong capital structure, especially among responsible investors who are ESG-focused. Among publicly-held energy companies, Galata Wind Enerji A.Ş. will become one with the lowest indebtedness with a net debt / total assets ratio of 34,92% in 2020. Our company has a loan limit of 1,27 billion TRY in banks in the scope of its general loan agreements. Indebtedness is a topic that we manage with the utmost attention and we have paid 10 million TRY-worth of dividends in 2020 and 100 million TRY-worth in 2021. I would like to emphasize that our company's increasing performance due to investments and technological improvements represent a supporting factor in the distribution of dividends. With the public offering, we aim at strengthening our corporate structure even more with a more transparent structure. We are delighted to be able to realize 'Turkey's first green public offering' with a view to including more shareholders in this transformation."
Touching on the "Turkey's first green public offering" rhetoric, Kuyan said:
"As a company that generates 100% renewable energy-based electricity, we at Galata Wind Enerji A.Ş. ensure a decrease of approximately 400,000 tons of carbon emission per year with our electric energy production capacity of approximately 775 GWh. Other important reasons for us being Turkey's first green public offering are, in general terms, our international sustainability commitments. Included in the "Robust" category following the ESG (Environmental, Social and Governance) assessment at the beginning of the public offering process, Galata Wind Enerji internationally undertakes to never invest in fossil resources other than renewable resources, to eliminate operational carbon emissions (Scope 1) by the end of the year 2025, to verify and have carbon emission reductions approved until the end of the Gold Standard and VCS (Verified Carbon Standard) periods, to increase the ratio of female staff in its central management positions to 30% in 2 years and to have at least 1 female member in the board of directors."
Garanti BBVA Executive Vice-President Ebru Dildar Edin said "The Covid-19 pandemic has shown us how to swiftly respond to a global crisis and how important cross-industrial collaborations are. We can now see that sustainability has become an increasingly relevant priority in the agenda of managements. Investors become more and more aware of the environmental impacts of their investments and are seeking to make more green investments... While governments and the private sector try to "build a better life" and to ensure "green healing" post-Covid, they accelerate investment flows towards green investments. In this scope, I see the public offering of Galata Wind as Turkey's very first "green IPO" and as the leader of future environmentally-friendly IPO processes that we hope to see in tens and even in hundreds in the years to come, these processes aiming at responding to the developing expectations of global investors in terms of sustainability. I therefore would like to extend my heartfelt congratulations to the Galata Wind management who has set an extraordinary example in the industry by including environmental and social commitments in the prospectus."
Ebru Dildar Edin continued: "We have been working for more than 15 years on this path with the objective of taking good care of our world and of our future. We have pioneered many firsts in the areas of fight against climate change and sustainability not only in our country, but at international level too. The world's first sustainability-related syndication loan, the world's first Gender Equality Loan, the first social bond issuance in developing markets and Turkey's first Green Loan are just a few of these... We both guide our industry with the innovative practices we develop and support the real sector in reaching their sustainability goals. We believe that the green IPO will go beyond national borders and attract a lot of interest in international platforms too, stirring demand from investors. We are extremely proud of the support we are giving to Galata Wind in their "Green IPO" and of being one of their closest shareholders in their determined path to realizing their goals. I would like to extend my gratitude to Galata Wind on behalf of our bank for embarking on this endeavor with a 100% clean energy awareness for a clean future. I wish that this start becomes a turning point in the bringing together of the Turkish renewable energy industry with the Turkish people."
On the public offering, Garanti BBVA Investment CEO Utku Ergüder said "We are yet on the fourth month of the year and are seeing that 2021 has started to shine out as the year of public offerings. The public offering of Galata Wind Enerji will be the seventh of the year and our third as Garanti BBVA Investment. It is also the biggest public offering to date. We are proud of being part of the team that prepares to realize Turkey's first green public offering and of taking part in it as the leading broker institution."
Utku Ergüder finished his words stating "We had opted for the stock market sale and equal distribution method for other public offerings that we have carried out this year, thus ensuring that shares offered to the public spread to the large base. However, we will be pioneering a first in the public offering of Galata Wind Enerji. We will be building book via the consortium and carry out distribution to individual investors through the equal distribution method. Thus, we aim at ensuring that the public offering spreads to a large base and that corporate investors who hold their shares for a longer period of time participate in the public offering. As Garanti BBVA Investment we also aim at leading the industry through this distribution method. The public offering of Galata Wind Enerji has also stirred interest from abroad. We had the chance to test increasing awareness and the interest in sustainable investments thanks to the feedbacks we got in the scope of our marketing activities. I wish that the success of this offering encourages companies to give more importance to environmental and social factors. We will continue our work in supporting companies that operate in sustainable areas such as Galata Wind Enerji by participating more in their public offerings, and we will also continue to contribute to the development of our capital markets."
Galata Wind Enerji A.Ş. increased its electric energy production of 7,40% in 2020. According to the prospectus approved by the CMB, Galata Wind Enerji A.Ş.'s total net sales were of 248.421.890 TRY in 2019 and have been of 332.408.290 TRY at the end of 2020 with an increase of 33,8% . The rise in that period was due to the increase in electricity incomes. While the company's gross profit was of 173.472.543 TRY at the end of 2019, it reached 243.702.633 TRY at the end of 2020 with an increase of 40,5%. During that same period, the company's gross profit margin has risen to 73,3% from 69,8%. While the company's net period profit has been of 33.493.137 TRY at the end of 2018, it has reached 64.270.392 TRY at the end of 2019. The 12-months period ending on 31 December 2020 saw an increase of 143,3% and ended with 156.356.542 TRY. The company's EBITDA for the ending years on 2018, 2019 and 2020 were of respectively 146,0 million TRY, 193,5 million TRY and 263,8 million TRY.
Galata Wind Enerji A.Ş. will be offering to the public 13.369.787.000 shares that correspond to 25% of the company. Additionally, 2.673.957.000 shares that constitute 5% of Galata Wind Enerji A.Ş.'s total capital will be able to be sold as "greenshoe" in the scope of the use of the "greenshoe option". As such, 16.043.744.000 shares of Galata Wind Enerji corresponding to 30% of the company's total capital including the greenshoe option will be offered to the public. In case the totality of the greenshoe option is used, the size of the public offering will equal 811.813.446,40 TRY based on the public offering price of 5,06 TRY per share.
|Consortium Leader||Garanti BBVA Yatırım (Garanti BBVA Investment)|
|Public Offering Method||Common Sale|
|Size of Public Offering||Common Sale: 133.697.870.- TRY per value stock
Greenshoe Option: 26.739.570.- TRY per value stock
|Public Offering Ratio||%25|
|Public Offering Ratio Following Use of Greenshoe Option||%30|
|Public Offering Price||5,06 TRY|
|Price Stability Duration||N/A|