[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
oda_UpdateAnnouncementFlag|
Update Notification Flag
Hayır (No)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
-
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Evet (Yes)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
-
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
-
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Pakistan based Dawlance Private Limited (DPL), Pakistan based United Refrigeration Industries Limited (URIL), BVI based Pan Asia Private Equity Ltd (Pan Asia)
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
The acquired companies or their subsidiaries are engaged in the manufacturing, sales and marketing of refrigerators, freezers, washing machines, microwave ovens, air conditioners with Dawlance brand in Pakistan.
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
DPL Paid in Capital: 519,129,000 Pakistan Rupee (PKR), URIL Paid in Capital: 518,616,000 PKR, Pan Asia Paid in Capital: USD 1,000
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
Subject to the fulfillment of closing conditions in the SPAs including the approvals to be granted by the Pakistan Regulatory Authorities, the Closing of the transactions are expected to be completed by 31 December 2016.
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
The entire shares of three companies (DPL, URIL, Pan Asia) are being acquired.
oda_PurchasePricePerShare|
Purchase Price Per Share
Per share value has not been calculated because of the price adjustment mechanism.
oda_TotalPurchasingValue|
Total Purchasing Value
Total Purchasing Value is USD 258 million which is subject to price adjustment at Closing.
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
100%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
100%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
100%
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
5.4%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
4.95%
oda_EffectsOnCompanyOperations|
Effects on Company Operations
This Acquisition will be beneficial for our growth strategy in emerging markets and will position our Company as the leader in Pakistan in white goods market.
oda_DidTakeoverBidObligationArised|
Did Takeover Bid Obligation Arised?
Hayır (No)
oda_WillExemptionApplicationBeMadeIfTakeoverBidObligationArised|
Will Exemption Application be Made, if Takeover Bid Obligation Arised?
Hayır (No)
oda_TitleNameSurnameOfCounterParty|
Title/ Name-Surname of Counter Party
Bashir Dawood, Mariyam Dawood, Regula Limited
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
There is no relation in terms of equity or management.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
30/06/2016
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Negotiation method
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
Preparation of a valuation report is not mandatory.
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
-
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
-
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
-
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

In line with our growth strategy in the emerging markets and with the purpose of acquiring the shares of manufacturing and sales companies operating in Pakistan under Dawlance brand, a series of Purchase Agreements as of 30 June 2016 have been signed by Arçelik's subsidiary Ardutch B.V. (with the Resolution of Ardutch B.V. Board of Directors dated 30.06.2016) incorporated in the Netherlands with Bashir Dawood, Mariyam Dawood and Regula Limited for acquiring the 100% shares of Pakistan based Dawlance Private Limited (DPL) and United Refrigeration Industries Limited (URIL) and 100% shares of BVI based Pan Asia Private Equity Ltd which owns 100% of Dawlance Electronics Private Limited (DEL) shares for a consideration of USD 258 million which  will be paid in cash at the time of Closing (Share Transfer Date), but subject to a price adjustment mechanism defined below.

The transfer of shares is expected to take place until the end of December 2016 based on the satisfaction of all Closing Conditions including the transfer of land and headquarter building to the Target Companies and the transfer of current shares of minority shareholders in the Companies which are not party to the SPA and all the regulatory approvals including the Competition Clearance.

The price adjustment mechanism will take into account the differences between the USD 30 million net debt of the Companies based on the consolidated audited last month financial statements  of the Companies prior to Closing.

Being the leader in refrigerator and microwave, Dawlance is one of the predominant players in the white goods market in Pakistan. Refrigerators, freezers, washing machines, microwaves and air conditioners are manufactured across three manufacturing plants in Pakistan. The 2015 consolidated revenue is USD 220.6 million and the adjusted EBITDA is  USD 45 million. (In Pakistan, the financial year starts as of 1 July and ends as of 30 June . Therefore, the 2015 financial results related to the period between 1 July 2014 and 30 June 2015).

Based on the authority provided by Arçelik's Board of Directors Resolution dated 20.10.2009 and numbered 682 and within the context of the Article 6 of the Capital Markets Board Material Disclosure Communique No.II-15.1. it has been decided by the Management on 15 March 2016 that the disclosure shall be delayed until the referred SPAs have been signed.

The aforementioned delay in disclosure has been decided with the purpose of protecting Arçelik Group's legal rights, competition and bargaining power and with the intention of prevention of any conditions that might affect the process negatively. With the reasons of the delay decision no longer in place, this disclosure has been made.

Note: The USD equivalent of the financial values we have provided are converted from PKR to USD based on the average USD/PKR fx rate.