Summary Info
About the merger of our 100% subsidiary, Turcas Elektrik Toptan Satış A.Ş. (TETSAŞ) via acquisition by Turcas Petrol A.Ş
Update Notification Flag
No
Correction Notification Flag
No
Postponed Notification Flag
No
Board Decision Date
11.06.2019
Merger Model
Merger Through Acquisition
Date Of Financial Statements Base To Merger
31.12.2018
Currency Unit
TRY
Acquired Company
Trading On The Stock Exchange/Not Trading On The Stock Exchange
Share Exchange Rate
Group of Share To Be Distributed To Acquired Company Shareholders
Form of Share To Be Distributed To Acquired Company Shareholders
Turcas Elektrik Toptan Satış A.Ş.
Not Trading On The Stock Exchange

Share Group Info
Paid In Capital
Amount Of Capital To Be Increased Due To The Acquisition (TL)
Capital To Be Decreased (TL)
Target Capital
New Shares To Be Given Due To Merger
A Grubu, TRCAS, TRATRCAS92E6
255.599.850
0
0
255.599.850
B Grubu, İşlem Görmüyor, TRETRCS00019
112,5
0
0
112,5
C Grubu, İşlem Görmüyor, TRETRCS00027
37,5
0
0
37,5
Paid In Capital
Amount Of Capital To Be Increased Due To The Acquisition (TL)
Capital To Be Decreased (TL)
Target Capital
TOTAL
255.600.000 TL
0 TL
0 TL
255.600.000 TL
Additional Explanations

It has been resolved by Turcas Petrol A.Ş.'s Board of Directors dated 11.06.2019 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 Toptan Satış 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 447200, 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 31.12.2018 of the Companies,

4. No retirement right has arisen pursuant to the pursuant to the Capital Markets Board Communiqué no. II-23.1 on the "Common Principles Regarding Significant Transactions and the Retirement Right"

5. 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. Following this transaction, our Company aims to increase operational efficiency within the group and simplify our Company's organization

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

Kind regards,