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Our Company, Biotrend Çevre ve Enerji Yatırımları A.Ş. ( "Company ") and the UK-based Freepoint Eco-Systems International Ltd. (" Freepoint ") have executed a non-binding term sheet (" Term Sheet ") on 24.06.2024 which foresees the mutual desire and wish for cooperation regarding the following topics; (i) A Freepoint company (" Freepoint Investor ") will become a shareholder in our Company, (ii) The parties will develop, own, and operate one or more advanced recycling projects to process waste plastic into feedstock for chemical recycling and/or to convert waste plastic feedstock into pyrolysis oil " Future Project(s)" , (iii) A new company (" Strategic Investment Company ") will be incorporated by our Company and Freepoint Investor based on 50%-50% basis shareholding which will develop and own the Future Projects. (iv) The Parties will determine the principles regarding the project based partnerships between our Company and Freepoint. Subject to conditions provided under the Term Sheet, Freepoint Investor is expected to own shares representing approximately 10% of the Company's post-transaction share capital. The exact number of shares and amount of shareholding to be held by Freepoint as a minority shareholder will be determined according to the final figures. It is envisaged that this strategic partnership will take place through a capital increase through private placement. It has been decided that the equity value of the Company shall be calculated as the arithmetic mean of the USD denominated market capitalization of the Company in the 180 days preceding the date of 24.06.2024 and that the Parties may negotiate on a reasonable discount. The proceeds to be obtained from this partnership is planned to be used for the plastic upcycling project, which is currently being developed by our Company in Aliağa district of İzmir province which is expected to have an annual production capacity of 55 thousand tons when completed. The parties aim to develop similar projects in the Balkans, the Middle East, etc., and foresee the total production capacity planned to be reached as 250 thousand tons per year. Further developments related to this strategic cooperation and partnership discussions will be shared with the public. Within the framework of Article 6 of the Capital Markets Board's ("Board ") Communiqué on Special Circumstances No. II-15.1 titled "Postponement of Public Disclosure of Insider Information" and the relevant provisions of the Special Circumstances Guide published by the Board for the implementation of the said communiqué, the public disclosure of this matter has been postponed in accordance with the decision of the Board of Directors dated 04.04.2024 and numbered 2024/11. Pursuant to the decision of the Board of Directors dated 24.06.2024 and numbered 2024/20, it has been evaluated that the reasons for the postponement of the public disclosure of insider information have disappeared, and this disclosure is made. In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail. |
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