[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentFinancialAssetAcquisitionAbstract|
Noncurrent Financial Asset Acquisition
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
14.03.2022, 01.07.2022
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
14/03/2022
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Ford Otosan Romania S.R.L.
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Production of motor vehicles and their parts
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
After the capital increase 2.092.303.712 LEI
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
01.07.2022
oda_AcquisitionConditions|
Acquisition Conditions
Diğer (Other)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
According to the contract, first instalment has been calculated and paid as 406 million Euros on Closing after taking into consideration net debt, net working capital and Next Generation Courier investments based on estimated 30.06.2022 financial statements. In line with Company's actual financial statements dated 30.06.2022, relevant adjustment figures have been recalculated and a final purchase price adjustment of 12.9 million Euros is agreed between the Parties. EUR 196 million will be paid including interest in June 2025 and EUR 23 million will be paid including interest in December 2028 and also depending on the expected capacity utilization rate of the Romania plant for the years 2028-2034 an additional payment of up to EUR 140 million can be made.
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
2.092.303.712 LEI (approx. EUR 423 million)
oda_PurchasePricePerShare|
Purchase Price Per Share
For shares with a nominal value of EUR 1; EUR 1.51 - EUR 1.84, including interest, depending on the final amount payable in 2028
oda_TotalPurchasingValue|
Total Purchasing Value
Depending on the final amount to be paid in 2028, EUR 638 million to EUR 778 million will be paid, including interest.
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 (%)
Including final purchase price adjustment and based on actual financial statements dated 30.06.2022 18-22%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
Including final purchase price adjustment and based on actual financial statements dated 30.06.2022 18-22%
oda_EffectsOnCompanyOperations|
Effects on Company Operations
Expanding the fields of activity of Ford Otosan by starting production abroad
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
Ford Capital B.V.
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Evet (Yes)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
The seller is a fully owned subsidiary of Ford Motor Company, one of the main shareholders of Ford Otosan.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
14/03/2022
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
It was determined by bargaining between the parties.
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
11/03/2022
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş. (Deloitte)
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
EUR 701- 860 million
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
The transaction was carried out in accordance with the results in the valuation report.
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

As previously disclosed on 1st of July 2022;  based on Ford Otosan Romania S.R.L.'s actual financial statements dated 30.06.2022; cash, net debt, net working capital and the investments made by the Company for Next Generation Courier program has been adjusted and final purchase price adjustment is determined as 12.9 million Euros which is going to be paid by Ford Otosan Netherlands B.V. to Ford Capital B.V. within 15 business days.

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.