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Additional Explanations
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As disclosed in our Company's public disclosures dated 19 December 2016 and 20 January 2017, with an aim to improve effective management of subsidiaries and enable more effective and active hedging mechanism via reclassification of foreign currency denominated long term investment loans within the group under the same balance sheet of our Company, it has been resolved to merge with TEÜAŞ (currently our 100% subsidiary) whereby all of its assets and liabilities shall be transferred to our Company.
Regarding the first step of the merger, on 27.04.2017, 254,509,921.52 TEÜAŞ shares (each share having 1 TL nominal value) were acquired by Turcas Petrol A.Ş. for a consideration of 103,369,959.64 TL (equity value). As a result of this transaction, Turcas Petrol A.Ş. had become the only direct shareholder of TEÜAŞ with 100% stake.
At this time, it has been resolved by Turcas Petrol A.Ş.'s Board of Directors dated 08.05.2017 that;
1.
Preparation and signing of merger agreement and other relevant documents for the facilitated merger procedure of our Company by way of acquisition with Turcas Elektrik Üretim A.Ş. (where we own all the shares that grants voting rights), which is a 100% affiliate of our Company and registered to Istanbul Trade Registry Directorate with the registration number 540938, whereby all its assets and liabilities shall be transferred to our Company as a whole, and,
2.
Application of facilitated merger procedure and benefiting from eases provided by the legislations related to facilitated merger and within this scope:
(i)
not to require the independent audit report, merger report and expert institution opinion,
(ii)
not to apply to the examination process of merger documents pursuant to Article 149 of Turkish Commercial Code,
(iii)
approval of the merger agreement by board of directors' resolution without being submitted to approval of the general assembly,
3.
Carrying out aforementioned merger through financial statements dated 31.12.2016 of the Companies,
4.
In the framework of this content including but not limited to abovementioned matters, execution of all works and transactions which will be and/or should be completed by the finalization of the facilitated merger transaction; carrying out all kinds of private and formal applications including applications to all related private and formal institutions, registrations, notifications and all other works and transactions provided under the legislations.
In this regard, merger agreement regarding the mentioned transaction was signed and announced to the public. In addition, Capital Markets Board application was submitted on 11.05.2017 (application no. 11955).
Further details about the process will be shared with the public in a timely manner.
Kind regards,
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