[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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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
28 April 2017
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForAcquisition|
Board Decision Date for Acquisition
31/07/2017
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForAcquisition|
Were Majority of Independent Board Members' Approved the Board Decision for Acquisition
Yes
oda_TitleOfNoncurrentFinancialAssetAcquired|
Title of Non-current Financial Asset Acquired
Turcas Elektrik Üretim A.Ş.
oda_FieldOfActivityNoncurrentFinancialAssetWhoseSharesWereAcquired|
Field of Activity of Non-current Financial Asset whose Shares were being Acquired
Establishing, operating, leasing power generation facilities. Generating electricity and or selling electricity capacity to customers
oda_CapitalOfNoncurrentFinancialAsset|
Capital of Noncurrent Financial Asset
Paid in Capital 257.149.902,52 TL (31.07.2017) Paid in Capital 198.000.000 TL (31.12.2016) Equity (31.12.2016 IFRS): 7.387.192 TL (including capital advances)
oda_AcquirementWay|
Acquirement Way
Satın Alma (Purchase)
oda_DateOnWhichTheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
31.07.2017 (refund of share acquisition transaction in 27 April 2017)
oda_AcquisitionConditions|
Acquisition Conditions
Peşin (Cash)
oda_DetailedConditionsIfItIsATimedPayment|
Detailed Conditions if it is a Timed Payment
-
oda_NominalValueOfSharesAcquired|
Nominal Value of Shares Acquired
254.509.921,52 TL
oda_PurchasePricePerShare|
Purchase Price Per Share
0,029 TL
oda_TotalPurchasingValue|
Total Purchasing Value
7.311.352,79 TL
oda_RatioOfNewSharesAcquiredToCapitalOfNoncurrentFinancialAsset|
Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%)
%98,9734
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 (%)
%0,61
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
Not applicable as per CMB II 17.1 Corporate Governance Communique Article 9,2c.
oda_EffectsOnCompanyOperations|
Effects on Company Operations
None
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
Turcas Enerji Holding A.Ş., Erdal Aksoy, Saffet Batu Aksoy, Banu Aksoy Tarakçıoğlu, Ayşe Belkıs Aksoy
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Evet (Yes)
oda_RelationWithCounterPartyIfAny|
Relation with Counter Party if any
Turcas Enerji Holding A.Ş. is Turcas Petrol A.Ş.'s 100% subsidiary
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Equity Value (IFRS)
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
4 July 2017
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
KPMG Akis Bağımsız Denetim ve SMMM A.Ş.
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
7.387.192 TL based on 31.12.2016 IFRS financials
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|
As disclosed in our Company's public disclosures dated 19 December 2016 and 20 January 2017, with an aim to effectively manage subsidiaries portfolio and enable active hedging mechanism via reclassification of foreign currency denominated long term investment loans within the group under the same balance sheet of our Company, which has foreign currency denominated assets and revenues, it has been resolved to merge with our 100% subsidiary TEÜAŞ whereby all of its assets and liabilities shall be transferred to our Company.

Regarding the first step of the merger process, 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 according to statutory financials) on 27 April 2017. As a result of this transaction, Turcas Petrol A.Ş. has become the only direct shareholder of TEÜAŞ with 100% stake. Afterwards, as also disclosed in our Company's public disclosures dated 11 May 2017,  Capital Markets Board application was submitted for obtaining the necessary approval.

Within the application period regarding the merger, it has been evaluated that it would be more suitable for our publicly listed company Turcas Petrol A.Ş. to identify the share acquisition value based on TEÜAŞ's 31 December 2016 IFRS (International Financial Reporting Standards) financials, which are the base financials for merger process, and valuation report prepared by KPMG, dated 04 July 2017. Accordingly, it has been resolved by Turcas Petrol A.Ş.'s Board of Directors dated 31 July 2017 that the above mentioned share acquisition value shall be identified as TL 7,311,352.79. Therefore, it has also been resolved to refund TL 96,058,606.85 in total to Turcas Petrol A.Ş. by our 100% subsidiary Turcas Enerji Holding A.Ş. and real person minority shareholders as share acquisition refund amount. Mentioned refund transaction was realized as of today. The transaction has no impact on the cash position of Turcas Petrol A.Ş. on a consolidated basis.

In this regard, revised details of the above mentioned transaction can be found below. Next steps regarding the merger are the approvals of Capital Markets Board and Trade Registry Office.

Further details about the process will be shared with the public in a timely manner.

Kind regards,