6-K 1 ss1731322_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 February 2, 2023

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 February 2, 2023, regarding the Incorporation of Turkcell Dijital Teknolojileri Ltd.

Istanbul, February 2, 2023

Announcement Regarding the Incorporation of Turkcell Dijital Teknolojileri Ltd.

Turkcell Dijital Teknolojileri Ltd., in which our Company’s subsidiaries Lifecell Digital Ltd. has 99.9998% and Kıbrıs Mobile Telekomünikasyon Limited has 0.0002% shareholding, respectively, has been incorporated. Registration and announcement of the respective company have been completed. The company, which will operate in electronic payment services in the Turkish Republic of Northern Cyprus, has a paid-in capital of TRY500,000.

The announcement regarding the incorporation process was postponed by the Board of Directors’ decision as per the Article-6 of the Capital Market Board's Communiqué on Material Events Disclosure, as it could have an impact on the investment decision of investors, as well as the stock price.

Board Decision Date for Acquisition	:	04.08.2022
Did Majority of Independent Board Members Approve the Board Decision for Acquisition	:	-
Title of Non-current Financial Asset Acquired	:	Not determined yet
Field of Activity of Non-current Financial Asset whose Shares were being Acquired	:	Electronic payment services
Capital of Noncurrent Financial Asset	:	TRY 500,000
Acquirement Way	:	Incorporation
Date on which the Transaction was/will be Completed	:	Completed with the registration and announcement of the company.
Acquisition Conditions	:	Cash
Detailed Conditions if it is a Timed Payment	:	-
Nominal Value of Shares Acquired	:	TRY 500,000
Purchase Price Per Share	:	TRY 1
Total Purchasing Value	:	TRY 500,000
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)	:	100%

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 (%)	:	-
Ratio of Transaction Value to Sales in the Latest Annual Financial Statements of the Company (%)	:	-
Effects on Company Operations	:	-
Did Takeover Bid Obligation Arise?	:	No
Will Exemption Application be Made, if Takeover Bid Obligation Arised?	:	No
Title/ Name-Surname of Counter Party	:	-
Is Counter Party a Related Party According to CMB Regulations?	:	No
Relation with Counter Party if any	:	-
Agreement Signing Date if Exists?	:	-
Value Determination Method of Non-current Financial Asset	:	-
Was Valuation Report 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 that 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:  February 2, 2023	By:	/s/ Ali Serdar Yağcı
	Name:  Ali Serdar Yağcı Title:    Investor Relations and Corporate Finance Director

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  February 2, 2023	By:	/s/ Osman Yılmaz
	Name:  Osman Yılmaz   Title:    Chief Financial Officer