[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[SAHOL]
Related Funds
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English
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
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
23/10/2023
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Sabanci Building Solutions BV
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Global investments in building materials
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
EUR 187,000,000
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
Following the completion of necessary legal procedures
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
EUR 18,887,000
oda_PurchasePricePerShare|
Purchase Price Per Share
EUR 1.34
oda_TotalPurchasingValue|
Total Purchasing Value
EUR 25,280,098
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
10,10
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
50,10
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
50,10
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
5,40
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
8,76
oda_EffectsOnCompanyOperations|
Effects on Company Operations
While it will increase the company's financial assets, currently, Sabancı Holding consolidates it directly in its financial statements, while in the financial statements of Çimsa, it is consolidated using the Equity Method. After the transaction, it will be fully consolidated in Çimsa's financial statements.
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
Hacı Ömer Sabancı Holding A.Ş.
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Evet (Yes)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
Parent company
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
23/10/2023
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Based on an independent valuation report.
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlendi (Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
-
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
October 23, 2023
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
Ernst Young Kurumsal Finansman Danışmanlık A.Ş.
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
EUR 25,280,098
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
The transaction value is determined in line with the independent valuation report.
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|
By taking into account the reduced need of Hacı Ömer Sabancı Holding A.Ş's (Sabancı Holding) financial support for the existing and ongoing investments of Sabanci Building Solutions BV (SBS) as well as the strengthened financial position of Çimsa Çimento Sanayi ve Ticaret A.Ş. (Çimsa), for the purposes of consolidating  global building materials investments managed under the roof of SBS so to provide increased operational efficiency, the Board of Directors of Çimsa has had the following resolutions in its meeting held today:

- 18,887,000 shares representing 10.1% of the share capital of SBS, in which Sabancı Holding currently holds 60% whereas the remaining 40% is being held by Çimsa, shall be transferred to Çimsa,

- The transfer price shall be determined as EUR 25,280,098 based on an independent valuation report dated October 23, 2023 prepared by Ernst Young Kurumsal Finansman Danışmanlık A.Ş. within the framework of capital markets regulations,

- Çimsa shall be entitled to right to offer/purchase the remaining 93,313,000 shares representing 49.9% of the share capital of SBS that will be held by Sabancı Holding,

The executive summary of the valuation report prepared by Ernst Young Kurumsal Finansman Danışmanlık A.Ş. is attached hereto.

You can access the Questions and Answers prepared regarding the share purchase on the Investor Relations website and via the link below.

https://cimsa.com.tr/en/wp-content/uploads/sites/3/2023/10/Cimsa-Material-Event-Disclosures-Frequently-Asked-Questions.pdf

Further developments will be made available to public.

In case of a discrepancy between the Turkish and English versions of this public disclosure statement, Turkish version shall prevail.