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Hayır (No)
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Hayır (No)
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31.07.2025
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Hayır (No)
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You may find below the disclosure communicated to our Company by our shareholder Lightyear Healthcare B.V.:
"Further to our announcement earlier today (on 31 July 2025), Lightyear Healthcare B.V. (the "Selling Shareholder") announces the pricing of the placement of 28,703,174 Class B shares in MLP Sağlık Hizmetleri A.Ş. ("MPARK") representing approximately 15.03% of the issued share capital of MPARK (the "Transaction").
The Transaction was priced at TL 335 per share which represents a 12.6% discount to the previous closing price and raised gross proceeds of approximately TL 9.62 billion.
The sale was made by way of a placement to institutional investors in and outside of the Republic of Türkiye. Citigroup Global Markets Europe AG ("Citi") acted as the Sole Global Coordinator and Bookrunner and Ak Yatırım Menkul Değerler A.Ş. acted as the Sole Domestic Coordinator and Bookrunner to the Selling Shareholder in relation to the Transaction.
In order to facilitate the settlement of the Transaction as a wholesale transaction (toptan alım satım işlemi), Ak Yatırım will apply to Borsa Istanbul A.Ş. (the "BIST") on 1 August 2025. Subject to the timing of the approval of BIST, the trade relating to the Transaction is expected to be effected on 4 August 2025, and is expected to settle as wholesale transaction (toptan alım satım işlemi) on 6 August 2025.
Following the completion of the Relevant Transaction and the sale of A group shares by the Selling Shareholder to FOM Grup Mimarlık İnşaat ve Ticaret A.Ş., a legal entity controlled by Muharrem Usta, as referenced in our announcement dated July 31, 2025, titled "Regarding the Share Sale Transactions to be Conducted by Lightyear Healthcare BV," the Selling Shareholder's ownership in MPARK will be in the range of 11.64% to 13.64%.
As per that same disclosure, Muharrem Usta has agreed not to transfer or dispose of any of their holding of ordinary Shares in MPARK for 365 days, subject to certain customary exceptions and waiver by the Sole Global Coordinator.
In addition, 2nd largest shareholder Sancak Yatırım İç ve Dış Ticaret A.Ş. have agreed to a 365 day lock-up for any transaction that may increase the free float, also subject to waiver by the Sole Global Coordinator.
Legal Disclaimer
Citigroup Global Markets Europe AG is regulated by the European Central Bank and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). Citigroup Global Markets Europe AG is acting for the Selling Shareholder only in connection with the Transaction and no one else, and will not be responsible to anyone other than the Selling Shareholder 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, Citi 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 MPARK 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 Citi and any of its affiliates in such capacity. In addition, Citi or any of its affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Citi or any of its affiliates may from time to time acquire, hold or dispose of securities. None of Citi 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 Citi 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 Citi 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.
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 by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we're personally liable for the disclosures."
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