[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
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English
oda_NoncurrentFinancialAssetSaleAbstract|
Non-Current Financial Asset Sale
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
21/12/2021
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
21/12/2021
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Yes
oda_TitleOfNoncurrentFinancialAssetSold|
Title of Non-current Financial Asset Sold
Turcas Kuyucak Jeotermal Elektrik Üretim A.Ş. (TKJ)
oda_FieldOfActivityNoncurrentFinancialAssetSold|
Field of Activity of Non-current Financial Asset Sold
Power Generation
oda_CapitalOfNoncurrentFinancialAssetSold|
Capital of Non-current Financial Asset Sold
58,100,000 TL
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
14/02/2022
oda_SalesConditions|
Sales Conditions
Diğer (Other)
oda_NominalValueOfSharesSold|
Nominal Value of Shares Sold
58,100,000 TL
oda_SalesPricePerShare|
Sales Price Per Share
0.42 USD per Share (Excluding conditional payments)
oda_TotalSalesValue|
Total Sales Value
"Based on an Enterprise Valuation of 63,838,687 USD; (i) Net Debt of 39,455,168 USD (TKJ's net debt as of 31.12.2020) will be acceeded by the Buyer. (ii) 20,544,832 USD of the Share Sales Proceeds amounting to 24,383,519 USD have been collected on the date of the share transfer and the remaining 3,838,687 USD will be paid latest within the 12 months following the share transfer date. In addition to the Share Sale Proceeds given above in item (ii), further payments, total of which are expected to be around 4,500,000 USD, might be paid to the Seller in case and at the date of the achievement of certain conditions with regards to the realization of a potential capacity extension (new power plant) investment by the Buyer within the same concession zone."
oda_RatioOfSharesSoldToCapitalOfNoncurrentFinancialAsset|
Ratio of Shares Sold to Capital of Non-current Financial Asset (%)
100%
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterSalesTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%)
0%
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterSalesTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%)
0%
oda_RatioOfNoncurrentFinancialAssetSoldToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%)
21.45%
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
267.18% (Excluding conditional payments)
oda_EffectsOnCompanyOperations|
Effects on Company Operations
The share sale is not expected to have a negative effect on the Company's operations while it is expected to have a positive effect on the Company's balance sheet.
oda_ProfitLossArisedAfterTransaction|
Profit / Loss Arised After Transaction
257,746,112 TL
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
Sales proceeds will be utilized to decrease the consolidated and solo financial indebtedness of the Company.
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
-
oda_TitleNameSurnameOfCounterPartyBought|
Title/ Name-Surname of Counter Party Bought
Albioma SA
oda_IsCounterPartyARelatedPartyAccordingToCMBRegulations|
Is Counter Party a Related Party According to CMB Regulations?
Hayır (No)
oda_RelationWithCounterPartyIfAny|http://www.xbrl.org/2003/role/verboseLabel
Relation with Counter Party if any
None
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
21/12/2021
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Based on mutual commercial negotiations
oda_DidValuationReportBePrepared|
Did Valuation Report be Prepared?
Düzenlenmedi (Not Prepared)
oda_ReasonForNotPreparingValuationReportIfItWasNotPrepared|
Reason for not Preparing Valuation Report if it was not Prepared
No regulatory requirement exists since it is not a related party transaction.
oda_DateAndNumberOfValuationReport|
Date and Number of Valuation Report
-
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
-
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
-
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
-
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

As previously announced in our Company's Public Disclosures dated 21/12/2021 and 04/02/2022, a Share Purchase Agreement (" SPA ") dated December 21, 2021 had been signed between Albioma SA (" Buyer "), a French energy company, and Turcas Petrol A.Ş. with regards to the sale of %100 of our shares in Turcas Kuyucak Jeotermal Elektrik Üretim A.Ş. (" Turcas Kuyucak "), and that the approval of the Competition Board regarding the above mentioned transaction had been received.

With regards to the above mentioned share sale transaction, all of the conditions precedent set forth in the SPA have been fulfilled as of 14/02/2022 hence the share transfer has been completed while all of the project finance debt on Turcas Kuyucak's balance sheet subject to Turcas Petrol's full consolidation has been transferred to the Buyer and that 20,544,832 USD portion of the Share Sales Proceeds – out of the Total Share Sales Proceeds of 24,383,519 USD – has been received to our Company accounts.  Remaining portions of the Total Share Sale Proceeds are as follows, (i) 838,638 USD is expected to be received at the end of the 6 months following the share transfer, and (ii) 3,000,000 USD is expected to be received latest by the end of the 12 months following the share transfer, both without a condition.


Additional to the above, further payments, total of which are expected to be around 4,500,000 USD, might be paid in the following years to Turcas Petrol in case and at the date of the achievement of certain conditions with regards to the realization of a potential capacity extension (new power plant) investment by the Buyer within the same concession zone.

Further detailed information regarding the transaction is provided in the table attached to the Public Disclosure.

Best regards,