[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[KIPA]
Related Funds
[]
English

oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
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
18.04.2018, 25.04.2018, 22.06.2018, 19.07.2018, 20.07.2018, 23.07.2018, 26.07.2018, 01.08.2018, 27.08.2018, 31.08.2018
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

It has been announced through the public disclosure on 31 August 2018 at 09:57 by our Company that simplified merger transaction of Kipa Ticaret A.Ş (" Kipa ") under Migros Ticaret A.Ş.(the " Company " or " Migros ") is registered on 31 August 2018.

İş Yatırım Menkul Değerler A.Ş. (" İş Yatırım ") will be acting as the intermediary institution for the payment of separation funds to be paid to Kipa shareholders as per Articles 155(2)(a) of the Turkish Commercial Code No. 6102 (" TCC ") and Article 13(1) of the Capital Markets Board of Turkey's Communiqué on Merger and Demerger numbered II-23.2 (the " Communiqué "). Kipa shareholders, who opt to receive separation funds, must use this right through İş Yatırım.

The option to receive separation funds will be carried out between 3 September 2018 at 9:00 and 14 September 2018 at 17:00 and the term for using the option to receive separation funds is 10 business days.

In the meantime, the old Kipa shareholders, who do not opt to receive separation funds, will remain as shareholders in Migros and it will not be possible to apply to Migros for requesting to receive separation funds after the referred time period.

As it was stated in the Announcement Letter, which was announced to public as an attachment to material event disclosure made by our Company on 20.07.2018;

  • Kipa's 1 share with a nominal value of TL 1 will convert to 0.060453853 Migros shares with a nominal value of TL 1 pursuant to the share exchange ratio.
  • The separation fund is determined as TL 2.56 per Kipa's 1 share with a nominal value of TL 1 .
  • Separation funds will be paid to any shareholder requesting such payment for 10 business days.
  • The investors whose Kipa shares with a nominal value of TL 1 have converted to Migros shares with a nominal value of TL 0.060453853 will be able to sell their Migros shares with a nominal value of TL 0.060453853 to Migros in exchange of cash separation funds amounting to TL 2.56 during the time period allowed to request separation funds.
  • Kipa's A Group privileged share price per share has been calculated by way of increasing TL 2.56 by 10% and has been determined as TL 2.816.
  • In exchange of each Kipa's A Group shares having TL 1 nominal value, 0.060453853 Migros shares having a nominal value of TL 1 will be granted and additionally Kipa shareholders will be paid adjustment compensation in the amount of TL 0.256 pursuant to Article 140/2 of the TCC and Article 11/2 of the Communique.

Kipa shareholders, who wish to opt to receive separation funds, must use this option for all the shares they own.

Kipa shareholders, who opt to receive separation funds, will transfer their shares they have acquired as a consequence of capital increase in Migros to Migros and collect separation funds in cash. Central Registry Agency Information Sharing and/or Intermediary Institutions will confirm, whether Kipa shareholders who opt for receiving separation funds, hold shares at Kipa as of the registration date of the capital increase.

Within this scope, Kipa shareholders, who opt to receive separation funds, shall fill the option form regarding utilizing separation fund and request the shares that they acquire due to merger transaction to be transferred to special account opened in İş Yatırım with their instruction that they will give between 3 September 2018 at 9:00 and 14 September 2018 at 17:00. The separation fund payment will be made to the shareholders, whose option form on utilizing separation fund, annexes and transfer are received by İş Yatırım, on T+1 (the first business day following the request date) day to their accounts to be specified under option form on utilizing separation fund through transfer/EFT by İş Yatırım in the name of Migros.

Contact Numbers and Address of İş Yatırım to which the form and the annexes to be sent:

İş Yatırım Menkul Değerler A.Ş.

Address: Levent Mahallesi, Meltem Sokak İş Kuleleri Kule 2 Kat:13 N10/14 34330 Beşiktaş İSTANBUL

Phone: +90 (212) 350 20 00

Fax: +90 (212) 350 20 01

The " option form regarding utilizing separation fund" is attached to this announcement. The referred form may also be obtained from İş Yatırım.


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