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Related Companies
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[ANSGR, TSKB, ISGSY]
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English
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As announced in the Capital Markets Board's bulletin dated October 16, 2025, and numbered 2025/54;
The issued capital of İş Girişim Sermayesi Yatırım Ortaklığı A.Ş. (İş Girişim) will be increased by a nominal amount of TL 74,652,480, within the registered capital ceiling of TL 500,000,000, by a share price calculated as TL 800,000,000, based on the share sales price to be determined in accordance with Borsa Istanbul A.Ş.'s "Procedure on Wholesale Purchase and Sale Transactions" ("TAS Procedure"), by fully restricting the preemptive rights of existing shareholders. The request for approval of the issuance document for the sale of all Group B shares to be issued as a result of the capital increase will be sold through a private placement method, without a public offering, to İş Yatırım Menkul Değerler A.Ş. ("İş Yatırım"), Türkiye Sinai Kalkınma Bankası A.Ş. (TSKB), Anadolu Anonim Türk Sigorta Şirketi ("Anadolu Sigorta") and Milli Reasürans T.A.Ş. ("Milli Reasürans") has been accepted on the conditions;
- The sale price of the shares subject to the private placement capital increase shall be determined at a price not lower than the base price to be determined within the framework of the TAS Procedure.
- The obligation to sell the shares purchased by İş Yatırım, TSKB, Anadolu Sigorta, and Milli Reasürans at the same price to investors who hold İş Girişim shares as of the CMB's decision date, in proportion to their shares, upon request. The aforementioned companies shall make a relevant disclosure on the Public Disclosure Platform (KAP), stating that investors may submit requests to the relevant companies within a two business day period determined by İş Yatırım, TSKB, Anadolu Sigorta, and Milli Reasürans.
- The shares to be issued as part of capital increase shall be sold to İş Yatırım, TSKB, Anadolu Sigorta ve Milli Reasürans by private placement method, (Milli Reasürans) are restricted from selling these shares on the Stock Exchange for one-year from the date of the transfer to their accounts at the Central Registry Agency(MKK). Similarly, investors who purchase shares sold by the companies following the capital increase are also restricted to sell these shares on the Stock Exchange for one-year from the date specified above.
Within the scope of the private placement increase of İş Girişim's issued capital, an application was made to Borsa Istanbul A.Ş. on October 17, 2025, to calculate the base price within the framework of the TAS Procedure to determine the sales price. In the letter forwarded by Borsa Istanbul A.Ş. to İş Girişim, the capital increase amount was calculated using the base sale price of 76.95 TL, determined in accordance with Article 7.1 of the TAS Procedure. As a result of the capital increase, İş Girişim's issued capital will increase from 74,652,480 TL to 85,048,841.27 TL. In this context, İş Girişim applied to the CMB on October 23, 2025, to obtain the approved final issuance document.
The issuance document, approved by the CMB, was disclosed on the KAP by İş Girişim on October 24, 2025. The sale transaction was completed by İş Yatırım under the TAS Procedure on October 31, 2025, and the clearing transactions were completed outside the Stock Exchange on October 31, 2025.
As a result of this transaction, shares with a total nominal value of TL 10,396,361.27, newly acquired by İş Yatırım, TSKB, Anadolu Sigorta and Milli Reasürans, will be transferred on November 4-5, 2025, to investors who are shareholders registered with the MKK as of October 16, 2025, and who request it, in proportion to their shares (up to a maximum of 13.92634% of the shares they own as of October 16, 2025), at a price of TL 76.95.
Investors who have requested and acquired the newly acquired shares of İş Yatırım, TSKB, Anadolu Sigorta and Milli Reasürans as stated above will not be able to sell the relevant shares on the Stock Exchange for a period of one year from the date they are transferred to their accounts at the MKK, as stated in the Capital Markets Board's bulletin dated 16.10.2025 and numbered 2025/54.
Book building:
Shareholders wishing to submit a request, must submit the attached Request Form to İş Yatırım directly or through their brokerage firms between November 4-5, 2025. The share price, calculated at a rate of 76.95 TL for each share with a nominal value of 1 TL and a maximum of 13.92634% of their shares as of October 16, 2025, must be paid between November 4-5, 2025, to the relevant brokerage firm if they submitted the request form through the relevant brokerage firm. If they submitted the form directly to İş Yatırım, they must pay the ISGSY Share Purchase Fee to the account below.
- The relevant brokerage firms must transfer the total amount of shares to İş Yatırım Menkul Değerler A.Ş.'s IBAN number TR710006400000119240010375 held by Türkiye İş Bankası A.Ş. along with the description of ISGSY Share Purchase Fee of shareholders.
- By filling out the attached table, including each shareholder's name, Turkish ID number, MKK registration number, the number of shares entitled, and the Turkish Lira amount, the Institution Name, Institution Code, and the investment account information of the relevant investors at their institutions.
- A printout of the relevant list signed by the company officials, and
- The relevant lists as an Excel file attachment.
- Must send the request to the email address takasoperasyonlari-hissesenetleri@isyatirim.com.tr of İş Yatırım.
Following the completion of the necessary control, İş Yatırım will transfer ISGSY shares to the investment accounts of the relevant Brokerage Firms on November 7, 2025 at the latest. Following the bulk transfer to their accounts, Brokerage Firms must distribute the relevant amount of shares to the accounts of the requesting shareholders. Meanwhile, shareholders who submit their requests directly to İş Yatırım will have their entitlement transferred to their designated accounts by İş Yatırım.
Brokerage Firms may collect request forms from investors through any methods they deem appropriate, including electronically. Collected request forms will be retained by the Brokerage Firms, observing the legal deadlines, and will be available upon request by İş Yatırım, administrative authorities, and/or regulatory bodies.
Distribution Principles:
The bookbuilding process will take place over two (2) business days and end at 5 p.m. on the second day. Requests submitted and amounts submitted after 5 p.m. on the second day will not be considered and will be refunded to the investor or relevant brokerage account. Investors have the right to withdraw their entire request during the bookbuilding period. Refunds for withdrawn requests will be made to the investor or relevant brokerage account no later than two business days following the end of the bookbuilding period.
Requests received within one business day of the bookbuilding process will be assessed using lists of beneficiaries and their respective rights obtained from the MKK. If any discrepancies or deficiencies are identified, the best efforts will be made to contact the investors or brokerage firms to make corrections.
If any discrepancies, such as those regarding Turkish ID Number or MKK Registration Number, occur in the bookbuilding lists submitted by the relevant investors or brokerage firms, the investor's request will be deemed invalid. İş Yatırım will use its best efforts to resolve these deficiencies and disputes with the relevant investors or brokerage firms. İş Yatırım will not be held responsible for requests that are not met due to discrepancies and deficiencies, except in cases attributable to its own fault.
İş Yatırım will base its requests on the investor and stock information obtained from the MKK.
- If an investor requests shares exceeding the list provided by the MKK, the MKK lists will be taken into account, and the share distribution will be made according to the said list. The excess Turkish Lira amount sent by the investor will be refunded to the investor's account.
- If an investor requests from multiple institutions and the total request exceeds the amount listed on the MKK lists, İş Yatırım will determine which brokerage firm and/or firms will fulfill the request and which institution and/or institutions will receive the refund.
- If the requesting investor is not included on the list of beneficiaries obtained from the MKK, the amount sent for the request will be refunded. Unmet requests will be reported to the relevant Brokerage Firms.
Amounts related to requests not met due to the reasons mentioned above will be refunded to the relevant investor accounts no later than two business days following the end of the bookbuilding process. On November 7, 2025 at the latest, the shares entitled to investors will have been sent to their respective accounts.
During the bookbuilding process and the following two business days, the amounts paid by the requesting investors will not be accrued, and no interest will be paid to the requesters.
The templates to be used when submitting requests directly to İş Yatırım or through Brokerage Firms are attached.
In the event of a contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.
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