[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
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Related Funds
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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
06.10.2021 ; 24.12.2021
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
31/12/2021
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Yes
oda_TitleOfNoncurrentFinancialAssetSold|
Title of Non-current Financial Asset Sold
"Philsa Philip Morris Sabancı Sigara ve Tütüncülük Sanayi ve Ticaret A.Ş." (PHILSA) and "Philip Morris SA, Philip Morris Sabancı Pazarlama ve Satış A.Ş." (PMSA)
oda_FieldOfActivityNoncurrentFinancialAssetSold|
Field of Activity of Non-current Financial Asset Sold
PHILSA: Manufacturing of cigarettes and tobacco products / PMSA: Sale and distribution of cigarettes and tobacco products
oda_CapitalOfNoncurrentFinancialAssetSold|
Capital of Non-current Financial Asset Sold
PHILSA: TRY 3,000,000 / PMSA: TRY 700,000
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
January 5, 2022
oda_SalesConditions|
Sales Conditions
Peşin (Cash)
oda_NominalValueOfSharesSold|
Nominal Value of Shares Sold
PHILSA: TRY 750,000 / PMSA: TRY 173,250
oda_SalesPricePerShare|
Sales Price Per Share
TRY 2,975.69 (*)
oda_TotalSalesValue|
Total Sales Value
TRY 2,747,308,823 (*)
oda_RatioOfSharesSoldToCapitalOfNoncurrentFinancialAsset|
Ratio of Shares Sold to Capital of Non-current Financial Asset (%)
PHILSA: 25.00% / PMSA: 24.75%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterSalesTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%)
PHILSA: 0% / PMSA: 0%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterSalesTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%)
PHILSA: 0% / PMSA: 0%
oda_RatioOfNoncurrentFinancialAssetSoldToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%)
0.03% (*)
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
4.63% (*)
oda_EffectsOnCompanyOperations|
Effects on Company Operations
The transaction will increase cash assets.
oda_ProfitLossArisedAfterTransaction|
Profit / Loss Arised After Transaction
TRY 2,535,748,812 (*)
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
-
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
-
oda_TitleNameSurnameOfCounterPartyBought|
Title/ Name-Surname of Counter Party Bought
Philip Morris Products S.A.
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
05/01/2022
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Based on Negotiations
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
There is no legal obligation since it is not a related party transaction.
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|
As previously disclosed to public, an application to the Competition Authority was made on October 6, 2021 with regard to the acquisition of Sabancı Holding's entire shares in Philsa Philip Morris Sabancı Sigara ve Tütüncülük Sanayi ve Ticaret A.Ş. (PHILSA) and Philip Morris SA, Philip Morris Sabancı Pazarlama ve Satış A.Ş. (PMSA) by Philip Morris Products S.A. (PM) and/or its affiliates; and the necessary permits for the contemplated transaction were granted on December 24, 2021 by the Competition Board.

The necessary conditions are satisfied and relevant permits and approvals for the contemplated acquisition have been obtained, and Sabancı Holding's entire shares in PHILSA with TRY 750,000 nominal value representing 25% of the share capital and in PMSA with TRY 173,250 nominal value representing 24.75% of the share capital have been acquired by PM in consideration of TRY 2,747,308,823 on January 5, 2022 post predetermined adjustments at closing. The acquisition price has been collected by Sabancı Holding on the same day.

On the other hand, in line with the cash management principles, a variety of derivative instruments are effectively used by Sabancı Holding against fluctuations in FX rates and other market risks, and transaction-specific hedging transactions were engaged in relation to the sale of PHILSA and PMSA shares to offset the risks associated with FX rates. To this end, 88% of total acquisition price from PHILSA and PMSA shares were hedged at the weighted average FX rate of 9.3249 TRY/USD by using forward contracts with various maturities.

The acquisition price remains subject to certain predetermined adjustments based on the audited financial results of PHILSA and PMSA for the 2021 fiscal year, and the final acquisition price will be disclosed to public, once determined.

(*) The given values were calculated based on the available data and will be recalculated and announced taking into account the up-to-date data available on the relevant date when the final transfer price is determined.

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