[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
30.06.2021
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
27/08/2021
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
YES
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Önem Gıda A.Ş.
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Production of chocolate and cacao products,hazelnut, flour and derivatives
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
25.000.000 TL
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
27.08.2021
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
25.000.000 TL
oda_PurchasePricePerShare|
Purchase Price Per Share
149,45TL
oda_TotalPurchasingValue|
Total Purchasing Value
3,736.314 thousand TL
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 (%)
18,41
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
39,74
oda_EffectsOnCompanyOperations|
Effects on Company Operations
Expecting a positive contribution
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
YILDIZ HOLDİNG A.Ş.
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Evet (Yes)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
Yıldız Holding A.Ş. is the indirect controlling shareholder
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
-
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
The enterprise value of the asset is determined by taking into account the midpoint of the company value range, which is based on the average of discounted cash flow technique, the transaction multiple technique, and trading multiple technique in equal proportions.
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
13.08.2021 /21VC113
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
ARKAN ERGİN KURUMSAL DANIŞMANLIK A.Ş.
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
Enterprise value according to the valuation report is determined, based on the average of discounted cash flow, transaction multiple and trading multiple techniques, as 4.372.508 thousand TL, in the range of 4.111.798 thousand TL - 4.659.868 thousand TL. Equity value has been calculated as 3,736.314 thousand TL by deducting the adjusted net debt amount as of 31 July 2021 636,194 thousand TL determined by appliying the criteria specified in the valuation report dated 13.08.2021, numbered 21VC113, prepared by Arkan Ergin Corporate Consulting A.Ş.. The considered EBITDA multiple is 11,7.
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|
Pursuant to the resolution of our Board of Directors affirmative vote dated August 27, 2021 and numbered 22,
it has been decided to resolve; for the purpose of creating high-level synergies in our chocolate and bakery product business, which is one of the main categories of our enterprise's subject and adding value to the strategical and profitable growth of our Company; to sign a Share Purchase Agreement ("Agreement") between our Company and our ultimate controlling shareholder Yıldız Holding A.Ş. in order to acquire all of the controlling shares of Önem Gıda A.Ş.,which is included in the portfolio of Yıldız Holding, negotiated within the price ranges included in the valuation report prepared by the Capital Market Board accredited ARKAN ERGİN KURUMSAL DANIŞMANLIK A.Ş. dated 13.08.2021 and numbered 21VC113, in exchange for 3.736.314 thousand TL which shall be paid in cash, and the transfer of the shares right realized after signing of the agreement today (27. August.2021).