6-K 1 ss1597739_6k.htm REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated December 13, 2022

Commission File Number: 001-15092

____________________________________________

TURKCELL ILETISIM HIZMETLERI A.S.

(Translation of registrant’s name in English)

Aydınevler Mahallesi İnönü Caddesi No:20

Küçükyalı Ofispark

34854 Maltepe
Istanbul, Turkey

(Address of Principal Executive Offices)

____________________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x           Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨           No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨           No x

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨           No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Enclosure: A press release dated December 13, 2022, regarding the Completion of 20% of CJSC BeST Shares’ Acquisition by our Company.

Istanbul, December 13, 2022

Announcement Regarding the Completion of 20% of CJSC BeST Shares’ Acquisition by our Company

Pursuant to our announcement dated December 8, 2022, the share transfer with respect to the acquisition of the 20% share of CJSC Belarusian Telecommunications Network (“CJSC BeST”) by our Company's 100% owned subsidiary Beltel Telekomünikasyon Hizmetleri A.Ş. has been completed on December 9, 2022.

Board Decision Date for Acquisition	:	24.03.2020
Were Majority of Independent Board Members’ Approved the Board Decision for Acquisition	:	Yes
Title of Non-current Financial Asset Acquired	:	CJSC Belarusian Telecommunications Network (“CJSC BeST”)
Field of Activity of Non-current Financial Asset whose Shares were being Acquired	:	Telecommunication services
Capital of Noncurrent Financial Asset	:	BYN 95,000
Acquirement Way	:	Acquisition
Date on which the Transaction was/will be Completed	:	09.12.2022
Acquisition Conditions	:	Cash
Detailed Conditions if it is a Timed Payment	:	-
Nominal Value of Shares Acquired	:	BYN 19,000
Purchase Price Per Share	:	USD 58.28
Total Purchasing Value	:	USD 1,165.66
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)	:	20%
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)	:	100%

Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)	:	100%
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)	:	0.02%
Ratio of Transaction Value to Sales in the Latest Annual Financial Statements of the Company (%)	:	0.0%
Effects on Company Operations	:	It is aimed to manage our operations in the Belarusian telecommunication market more effectively, to be more flexible in making investment decisions, and to increase CJSC BeST's contribution to the Turkcell Group by becoming a stronger player in the market in the long-term.
Did Takeover Bid Obligation Arised?	:	No
Will Exemption Application be Made, if Takeover Bid Obligation Arised?	:	No
Title/ Name-Surname of Counter Party	:	State Committee on Property of the Republic of Belarus
Is Counter Party a Related Party According to CMB Regulations?	:	No
Relation with Counter Party if any	:	Counter party is the other shareholder of CJSC BeST, where it is not a related party.
Agreement Signing Date if Exists?	:	30.11.2022
Value Determination Method of Non-current Financial Asset	:	Determined considering locally adjusted net asset value of the company.
Did Valuation Report be Prepared?	:	Not prepared
Reason for not Preparing Valuation Report if it was not Prepared	:	Not required by the legislation
Date and Number of Valuation Report	:	-
Title of Valuation Company Prepared Report	:	-
Value Determined in Valuation Report if Exists	:	-
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report	:	-

For more information:

Turkcell Investor Relations

investor.relations@turkcell.com.tr

Tel: + 90 212 313 1888

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  December 13, 2022	By:	/s/ Ali Serdar Yağcı
	Name:  Ali Serdar Yağcı Title:    Investor Relations and Corporate Finance Director

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  December 13, 2022	By:	/s/ Osman Yılmaz
	Name:  Osman Yılmaz   Title:    Chief Financial Officer