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You may find below the disclosure communicated to our Company by shareholder Erdemoğlu Holding A.Ş.
Erdemoğlu Holding A.Ş. ("Erdemoğlu") announces the launch of the placement of 1,450,000,000 ordinary shares in SASA Polyester Sanayi A.Ş. ("SASA") (the "Shares") representing approximately 3.3% of the issued share capital of SASA (the "Transaction").
The sale will be made by way of a placement to qualified institutional investors residing in and outside of Türkiye, with the final terms including the price per share to be determined through the accelerated bookbuilding process which will commence immediately. Erdemoğlu reserves the right to change the terms and timing of the Transaction at any time. SASA will not receive any proceeds from the Transaction.
HSBC Bank plc ("HSBC") is appointed as sole global coordinator and bookrunner in relation to the Transaction.
In order to facilitate the settlement of the Transaction as a wholesale transaction (toptan alım satım işlemi), HSBC Yatırım Menkul Değerler A.Ş. will apply to Borsa Istanbul A.Ş. (the "BIST") on 1 October 2025. Subject to the timing of the approval of BIST, the trade relating to the Transaction is expected to be effected on 2 October 2025, and is expected to settle as wholesale transaction (toptan alım satım işlemi) on 6 October 2025. As of today, the shares subject to the Transaction are not in tradeable form, and the conversion process to render such shares tradable on BIST is expected to be completed as of the date of the wholesale transaction.
Erdemoğlu currently holds directly approximately 60.4% of the issued share capital of SASA and approximately 13.2% indirectly (through those shares held by Erdemoğlu Global Gayrimenkul A.Ş.) and following the successful completion of the Transaction, its expected direct shareholding interest in SASA will be approximately 57.1%.
Following the completion of the Transaction, Erdemoğlu will remain the majority shareholder of SASA and remains fully committed and supportive of SASA.
Erdemoğlu has agreed to a customary 30-day lock-up period with HSBC, subject to customary exceptions, with respect to any remaining SASA shares held by Erdemoğlu. The lock-up will not apply to a pre-committed transfer of shares in SASA by Erdemoğlu to an international investment institution in line with a debt-based transaction in order to redeem the maturing debt obligation. The total quantum of shares transferred will not exceed EUR 10 million and is expected to take place during the 2nd week in October.
Use of Proceeds
Erdemoğlu intends to use the proceeds of the Transaction for general corporate purposes and to repay existing debt.
Further material developments in respect of the sale of Shares by Erdemoğlu will continue to be disclosed in accordance with applicable law.
on behalf of Erdemoğlu Holding A.Ş.
Legal Disclaimer
HSBC is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. HSBC is acting for Erdemoğlu only in connection with the Transaction and no one else, and will not be responsible to anyone other than Erdemoğlu for providing the protections offered to clients nor for providing advice in relation to the shares subject to the Transaction or the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
In connection with the Transaction, HSBC and any of its affiliates may take up a portion of the securities as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of SASA or related investments in connection with the Transaction or otherwise. Accordingly, references in this announcement to the securities being offered, sold, acquired, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing by HSBC and any of its affiliates in such capacity. In addition, HSBC or any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which HSBC or any of its affiliates may from time to time acquire, hold or dispose of securities. None of HSBC or any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Neither HSBC nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement, any statement contained herein, the Transaction or otherwise. An investor must seek its own advice from its accountant, broker, custodian, legal counsel or other professional adviser as it deems necessary.
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We proclaim that our above disclosure is in conformity with the principles set down in "Material Events Communiqué" of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown in order to obtain all information fully and accurately about the subject matter thereof, and we are personally liable for the disclosures.
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