[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[]
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
23.09.2022, 27.09.2022
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Evet (Yes)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

Material event disclosures were made on 23 September 2022 and 27 September 2022 about the negotiations and agreements entered into as a consequence of such negotiations regarding the sale between our Company, our controlling shareholder Zorlu Holding A.Ş. ("Zorlu Holding") and Wren House Infrastructure LP ("WH") (a subsidiary of KIA) of the majority shares of Electrip Global B.V. (whose previous trade name was ZES N.V.), a company incorporated in the Netherlands which we fully own, and minority shares of our Company and regarding the amendment of the loan agreement signed between our Company and Kuwait Investment Authority ("KIA") on March 15, 2018 ("Loan Agreement").

Information about the closing transactions related to the agreements subject to our aforementioned material event disclosures and the important provisions stipulated in the agreements are explained below.

I- In relation to the sale of the majority shares in ZES

a- Within the scope of the provisions of "Electrip Limited Share Purchase Agreement" (previously named as ZES Share Purchase Agreement) executed between our Company and WH on 26 September 2022 and amended on 13 January 2023;

• All of our shares representing capital of ZES Dijital Ticaret A.Ş. were transferred by our Company to Electrip Global B.V. (whose previous trade name was ZES N.V.) a 100% subsidiary of our Company as per the material event disclosure made on 9 December 2022.

• Incorporation of a "New Company" in Jersey as a 100% subsidiary of WH under the tradename of Electrip Global Limited ("Electrip Limited") was completed on 9 December 2022.

• On 13 January 2023, shares representing half of the entire share capital plus one share of Electrip Global B.V., which was our 100% subsidiary, were sold and transferred to Electrip Limited, by our Company for a purchase price of USD 50,000,000 and such amount was utilized as per the material event disclosure dated 27 September 2022.

• On 13 January 2023, remaining shares representing half of the entire share capital minus one share of Electrip Global B.V. owned by our Company (minority shares) were transferred to Electrip Limited by way of contribution in kind to Electrip Limited's capital increase which took place on the same date. With this share transfer, the management control of Electrip Global B.V. is acquired by WH via Electrip Limited.

b- Pursuant to the provisions of Electrip Limited Shareholders Agreement (previously named as ZES Share Purchase Agreement) executed between our Company, Zorlu Holding and WH on 13 January 2023 simultaneously with the completion of the share transfers stipulated under the Electrip Limited Share Purchase Agreement;

• Parties agreed not to sell their shares in the capital of Electrip Limited for a period of 18 months from the closing date under the Electrip Limited Shareholders Agreement.

• Our Company committed that it will participate in the capital increase of Electrip Limited up to USD 6,000,000 which is planned to be realized within 9 months from 13 January 2023. This capital increase will not result in a change in the shareholder structure of Electrip Limited.

The tables (Annex) in the annex show the shareholding structure of Electrip Limited and Electrip Global B.V. post the transactions mentioned above.

II- In relation to the sale of minority shares of our Company;

a- Within the scope of the provisions of "ZOREN Share Purchase Agreement" executed between Zorlu Holding and WH on 26 September 2022, the transfer of 30,860,606,611 Group B shares, representing approximately 12.34% of our Company's share capital, to WH by our controlling shareholder Zorlu Holding was completed under the terms and conditions referred in the material event disclosure dated 27 September 2022.

b- Concurrently with the completion of the share transfer stipulated under the ZOREN Share Purchase Agreement, on 13 January 2023, "ZOREN Shareholders Agreement" was executed between Zorlu Holding, Korteks Mensucat Sanayi ve Ticaret A.Ş. and WH, under the same terms referred in the material event disclosure dated 27 September 2022. Within the scope of the provisions of the said agreement, this transfer has not resulted in any change in the management control of our Company.

c- Zorlu Holding's direct shareholding ratio in our Company has become 41.92% with the total share held by Zorlu Holding directly and indirectly amounting to 59.87%. WH's shareholding ratio in our Company has become 12.34%.

d- WH will undertake not to sell its shares in the Company's capital to third parties for a period of 12 months from the signing date of the ZOREN Shareholders' Agreement.

III- Amendment of the Loan Agreement

Simultaneously with the completion of the transactions referred above, on 13 January 2023, the amendment of the Loan Agreement executed between our Company and KIA on 26 September 2022 has become effective under the terms and conditions referred in the material event disclosure dated 27 September 2022.

With the amendment of the Loan Agreement, maturity of the repayment schedule of the loan is extended, foreign currency debt exposure of our Company is decreased, and thereby the balance sheet and financial position of our Company is strengthened. Further, our efforts regarding the capital increase, as referred in our material event disclosure dated September 27, 2022, are ongoing and a separate announcement will be made on the subject.