[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
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English
oda_NoncurrentFinancialAssetSaleAbstract|
Non-Current Financial Asset Sale
oda_UpdateAnnouncementFlag|
Update Notification Flag
Evet (Yes)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
03.11.2022 ; 02.11.2021 ; 27.10.2020 ; 31.10.2017 ; 11.09.2017 ; 18.08.2017
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
27/10/2023
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Yes
oda_TitleOfNoncurrentFinancialAssetSold|
Title of Non-current Financial Asset Sold
Eczacıbaşı Monrol Nükleer Ürünler Sanayi ve Ticaret A.Ş.
oda_FieldOfActivityNoncurrentFinancialAssetSold|
Field of Activity of Non-current Financial Asset Sold
In the health sector, it operates in the fields of manufacture, import and distribution of radiopharmaceuticals used in nuclear medicine.
oda_CapitalOfNoncurrentFinancialAssetSold|
Capital of Non-current Financial Asset Sold
TL 67,500,000
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
27/10/2023
oda_SalesConditions|
Sales Conditions
Peşin (Cash)
oda_NominalValueOfSharesSold|
Nominal Value of Shares Sold
TL 5,062,500
oda_SalesPricePerShare|
Sales Price Per Share
TL 14.325 (*)
oda_TotalSalesValue|
Total Sales Value
TL 72,520,561.08 (*)
oda_RatioOfSharesSoldToCapitalOfNoncurrentFinancialAsset|
Ratio of Shares Sold to Capital of Non-current Financial Asset (%)
7.50
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterSalesTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%)
57.50
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterSalesTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%)
57.50
oda_RatioOfNoncurrentFinancialAssetSoldToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%)
0.05 (**)
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
3.96
oda_EffectsOnCompanyOperations|
Effects on Company Operations
None
oda_ProfitLossArisedAfterTransaction|
Profit / Loss Arised After Transaction
TL 60,878,830.31 profit (Consolide IFRS) (*) (**)
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
75% of share sales profit 5 of the corporate tax code No. 5520. Article 1. it will be kept in a private fund account for the purpose of benefiting from the exception specified in paragraph (e) of paragraph.
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
27/10/2023
oda_TitleNameSurnameOfCounterPartyBought|
Title/ Name-Surname of Counter Party Bought
Şükrü Bozluolçay ve Uğur Bozluolçay
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|http://www.xbrl.org/2003/role/verboseLabel
Relation with Counter Party if any
None.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
27/10/2023
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
It is determined according to the Partnership Agreement amended on 03.11.2022.
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
It is determined according to the Partnership Agreement amended on 03.11.2022.
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|

(*)The Euro sale price is calculated using the average of Central Bank Foreign Exchange buying and selling rates announce on 26.10.2023.

(**)Calculation has been made based on the financial statement data dated June 30, 2023

As stated in the material event disclosures dated 18 August 2017, 31 October 2017, 27 October 2020 and 2 November 2021; within the scope of the ""Amendment Protocol"", which was prepared to amend the ""Partnership Agreement"" signed by the partners of the Company's joint venture Eczacıbaşı-Monrol and entered into force on 31.10.2017;  After the capital increase of Eczacıbaşı-Monrol, 84% of Eczacıbaşı-Monrol's capital belonged to Eczacıbaşı Group and 16%  belonged to Bozlu Group as from 31.10.2017. Eczacıbaşı Group undertook to sell Eczacıbaşı-Monrol's shares corresponding to 9% of the capital of Eczacıbaşı-Monrol to Bozlu Group (which would increase the partnership rate at Eczacıbaşı-Monrol to 25%) within 5 years from the date of general assembly registration (registered on 03.11.2017); Bozlu Group, on the other hand, undertook to purchase the shares corresponding to 9% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group within 5 years from the registration date of the General Assembly. Within the framework of the ""commitment"" specified in the Amendment Protocol, in the first phase, shares corresponding to 3% of Eczacıbaşı-Monrol's share capital has been sold to Bozlu Group on 27 October 2020 and , in the second, phase shares corresponding to 3% of Eczacıbaşı-Monrol's share capital has been sold to Bozlu Group on 02 November 2021 and as a result 78% of Eczacıbaşı-Monrol's share capital was owned by our Company whereby 22% thereof was owned by Bozlu Group.

In the material event disclosures dated 03.11.2022, it was also stated that before the third phase of 03.11.2022, the ""commitment"" specified in the Amendment Protocol, upon the request of Bozlu Group, a new amendment protocol to the "Partnership Agreement has been executed on 03 November 2022 "Amendment Protocol 2022". As per the "Amendment Protocol 2022" and being conditional upon that Bozlu Group would paid all capital increase undertaking in case of any capital increase will occur in Eczacıbaşı-Monrol, our Company undertook to sell Eczacıbaşı-Monrol's shares corresponding to 28% of the capital of Eczacıbaşı-Monrol to Bozlu Group (which will increase the partnership rate at Eczacıbaşı-Monrol to 50%) until 03 May 2024; Bozlu Group, on the other hand, undertook to purchase the shares corresponding to 28% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 May 2024.  Such "commitment" will be completed in 3 phases and accordingly, Bozlu Group "committed" to purchase (i) the shares corresponding to 13% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 November 2022 in the first phase, (ii) the shares corresponding to 7.5% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 November 2023 in the second phase and (iii) the shares corresponding to 7.5% of Eczacıbaşı-Monrol's capital from Eczacıbaşı Group until 03 May 2024 in the last phase.   For the purposes of the completion of the first phase within the scope of the "commitment", the shares corresponding to 13% of the share capital of Eczacıbaşı-Monrol were transferred by our Company to Bozlu Group in return for the purchase price calculation as per the Amendment Protocol 2022, a share transfer agreement has been executed  by and between our Company and Bozlu Group for the transfer shares in the amount of 8,775,000 corresponding to 13% of the share capital of Eczacıbaşı-Monrol on 3 November 2022 and after the sale, 65% of Eczacıbaşı-Monrol's capital belonged to the Company and 35% to the Bozlu Group.

For the purposes of the completion of the second phase within the scope of the "commitment" in the Amendment Protocol 2022, a share transfer agreement has been executed  by and between our Company and Bozlu Group for the transfer shares in the amount of 5,062,500 corresponding to 7.5% of the share capital of Eczacıbaşı-Monrol on 27 October 2023.

In this respect,  our Company sold and transferred its shares in the amount of 5,062,500 corresponding to 7.5% of the share capital of Eczacıbaşı-Monrol to Bozlu Group on 27 October 2023  in consideration of a purchase price of  TL 72,520,561.08 equivalent to  EUR 2,445,726.54, in total, calculated in accordance with the provisions of Amendment Protocol 2022.

After the sale, 57.5% of Eczacıbaşı-Monrol's capital belonged to the Company and 42.5% to the Bozlu Group (25.26% to Şükrü Bozluolçay, 10.24% to Uğur Bozluolçay and 7% to Bozlu Holding).

After the share transfer, there has been no change in the current board member structure of Eczacıbaşı-Monrol.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.