[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[AYGAZ, YKBNK]
Related Funds
[]
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
30.11.2019, 30.12.2019, 29.01.2020
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
29/11/2019
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Koç Finansal Hizmetler A.Ş. (KFS) and Yapı ve Kredi Bankası A.Ş. (YKB)
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Banking
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
YKB: 8.447.051.284 TL KFS: 6.400.600.000 TL
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
05/02/2020
oda_AcquisitionConditions|
Acquisition Conditions
Diğer (Other)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
Explained below.
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
YKB: 762.197.343,00 TL KFS: 2.705.122.448,85 TL
oda_PurchasePricePerShare|
Purchase Price Per Share
For shares of a nominal value of TL 1 YKB: 2,1220 TL KFS: 2,0061 TL
oda_TotalPurchasingValue|
Total Purchasing Value
YKB: 1.617.382.762 TL KFS: 5.426.643.165 TL
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
YKB: 9,02% KFS: 42,26%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%)
YKB: 9,02% directly KFS: 84,53% directly
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%)
YKB: 9,02% directly KFS: 84,53% directly
oda_RatioOfNoncurrentFinancialAssetAcquiredToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%)
YKB: 1,1% KFS: 3,7%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
YKB: 1,1% KFS: 3,8%
oda_EffectsOnCompanyOperations|
Effects on Company Operations
YKB, a joint venture of Koç Holding and UniCredit prior to the transaction, became a subsidiary of Koç Holding after the transaction.
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
YKB shares have been purchased from KFS whereas KFS shares have been purchased from UniCredit.
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Evet (Yes)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
The owner of YKB shares, KFS, a joint venture of Koç Holding and UniCredit prior to the transaction, became a subsidiary of Koç Holding. UniCredit is not a related party.
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
30/11/2019
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Value determined based on the negotiations
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
Valuation report has not been prepared as it is not required pursuant to the regulation.
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|

In relation to our announcement on 30.11.2019 about the "YKB Share Sale and Purchase Agreement" and "KFS Share Sale and Purchase Agreement" regarding shares of Koç Holding A.Ş. and UniCredit S.P.A.'s (UniCredit) jointly controlled entities Koç Finansal Hizmetler A.Ş. (KFS) and Yapı ve Kredi Bankası A.Ş. (YKB), parties have acknowledged that conditions defined in the agreements have been fulfilled. Accordingly share transfers have been made, provided that the payments and assignment of receivables will be made on the business day following the closing. Also, the Shareholders Agreement between Koç Group and UniCredit have been terminated as of today.

Upon Completion, 100% of the shares representing KFS share capital have been transferred to Koç Group (Koç Holding, Koç Family, Koç companies and related foundations) pro-rata their current shareholdings in KFS; and the shares of Koç Holding increased from 42.26% to 84.53% and the shares of Aygaz A.Ş. in KFS increased from 1.97% to 3.93%, both of which are publicly traded companies within Koç Group that hold shares in KFS.

Koç Holding, which prior to the transaction did not hold any direct shares in YKB share capital, currently holds 9,02% of YKB share capital whereas UniCredit directly has 31,93% thereof. As a result, Koç Group's current direct and indirect stake in YKB currently amounting to 40,97% increased by 9,02%.

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.