[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[KCHOL]
Related Funds
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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
31/07/2021, 11/01/2024, 22/05/2024
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_BoardDecisionDateForSale|
Board Decision Date for Sale
28/06/2024
oda_WereMajorityOfIndependentBoardMembersApprovedTheBoardDecisionForSale|
Were Majority of Independent Board Members' Approved the Board Decision for Sale?
Yes
oda_TitleOfNoncurrentFinancialAssetSold|
Title of Non-current Financial Asset Sold
Sendeo Dağıtım Hizmetleri A.Ş.
oda_FieldOfActivityNoncurrentFinancialAssetSold|
Field of Activity of Non-current Financial Asset Sold
Cargo transport/distribution
oda_CapitalOfNoncurrentFinancialAssetSold|
Capital of Non-current Financial Asset Sold
600,000,000 TL
oda_DateOnWhichRheTransactionWasWillBeCompleted|
Date on which the Transaction was/will be Completed
28/06/2024
oda_SalesConditions|
Sales Conditions
Peşin (Cash)
oda_NominalValueOfSharesSold|
Nominal Value of Shares Sold
165,000,000 TL nominal value shares have been transferred by Aygaz; 135,000,000 TL nominal value shares have been transferred by Koç Holding.
oda_SalesPricePerShare|
Sales Price Per Share
0.55 TL
oda_TotalSalesValue|
Total Sales Value
For Aygaz 90,750,000 TL; for Koç Holding 74,250,000 TL
oda_RatioOfSharesSoldToCapitalOfNoncurrentFinancialAsset|
Ratio of Shares Sold to Capital of Non-current Financial Asset (%)
For Aygaz %27,5; for Koç Holding %22,5
oda_TotalRatioOfSharesOwnedInCapitalOfNoncurrentFinancialAssetAfterSalesTransaction|
Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%)
For Aygaz %27,5; for Koç Holding %22,5
oda_TotalVotingRightRatioOwnedInNoncurrentFinancialAssetAfterSalesTransaction|
Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%)
For Aygaz %27,5; for Koç Holding %22,5
oda_RatioOfNoncurrentFinancialAssetSoldToTotalAssetsInLatestDisclosedFinancialStatementsOfCompany|
Ratio of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%)
For Aygaz %2; for Koç Holding %0,03
oda_RatioOfTransactionValueToSalesInLatestAnnualFinancialStatementsOfCompany|
Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%)
For Aygaz %0,1; for Koç Holding %0,005
oda_EffectsOnCompanyOperations|
Effects on Company Operations
The activities of our subsidiary Sendeo will be managed as a joint venture under the Kolay Gelsin brand.
oda_ProfitLossArisedAfterTransaction|
Profit / Loss Arised After Transaction
The effects of the transaction on Aygaz A.Ş.'s consolidated financial report, which will be prepared according to TFRS, are being studied, and the finalized impact will be reflected in the financial statements that Aygaz A.Ş. will disclose to the public.
oda_HowWillSalesProfitBeUsedIfExists|
How will Sales Profit be Used if Exists?
-
oda_BoardDecisionDateForUseOfSalesProfitIfExists|
Board Decision Date for Use of Sales Profit if Exists
-
oda_TitleNameSurnameOfCounterPartyBought|
Title/ Name-Surname of Counter Party Bought
Ahmet Musul
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
No
oda_AgreementSigningDateIfExists|
Agreement Signing Date if Exists
28/06/2024
oda_ValueDeterminationMethodOfNoncurrentFinancialAsset|
Value Determination Method of Non-current Financial Asset
Independent valuation service have been obtained to determine the amounts for the share transfers, although it is not mandatory according to the regulation.
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
28/06/2024
oda_TitleOfValuationCompanyPreparedReport|
Title of Valuation Company Prepared Report
DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş
oda_ValueDeterminedInValuationReportIfExists|
Value Determined in Valuation Report if Exists
Value of Sendeo determined between 200 - 452 million TL.
oda_ReasonsIfTransactionWasntWillNotBePerformedInAccordanceWithValuationReport|
Reasons if Transaction wasn't/will not be performed in Accordance with Valuation Report
The transaction was carried out in accordance with the results of the valuation report.
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|
As announced to the public on 11.01.2024, all prerequisites mentioned in the statement for the purpose of conducting the activities of Sendeo Dağıtım Hizmetleri A.Ş. ("Sendeo"), in which Koç Holding A.Ş. ("Koç Holding") and Aygaz A.Ş. ("Aygaz"), (collectively referred to as "Koç Parties") collectively own all shares, and Ekol Ekspres Kargo A.Ş. ("Kolay Gelsin"), which is wholly owned by Ahmet Musul, under the "Kolay Gelsin" brand with the principle of equal partnership of Sendeo shareholders and Ahmet Musul have been completed.

In this context; for the purpose of conducting activities under equal partnership;

- Share Purchase and Subscription Agreement ("SPSA") between Ahmet Musul and Koç Parties regarding the acquisition of the shares representing 50% of Sendeo capital from Koç Holding and Aygaz by Ahmet Musul in proportion to their shares for a total amount of 165 million TL and cash capital increase of 330 million TL with the participation of all shareholders in the new shareholder structure in proportion to their shares in Sendeo

- Share Purchase Agreement ("SPA") between Ahmet Musul and Sendeo regarding the acquisition of all shares representing Kolay Gelsin capital from Ahmet Musul by Sendeo for a total amount of 330 million TL

- Shareholders' Agreement ("SHA") between Ahmet Musul and Koç Parties regulating the rights and obligations of shareholders in Sendeo and Kolay Gelsin on the basis of joint control

have been executed on 28.06.2024 and all closing transactions and share transfers stipulated in the agreements have been completed. Thus, Ahmet Musul and Koç Parties have obtained direct joint control in Sendeo and indirect joint control in Kolay Gelsin. According to the Shareholders' Agreement, there is a lock-up period on Sendeo shares for 3 years from the signing date, except for customary exceptions.
Additionally, with the implementation of this collaboration, the long-term Consultancy Agreement ("Agreement") based on success fee signed between Sendeo and McKinsey Danışmanlık Hizmetleri Ltd. ("McKinsey") on 31.07.2021 has been terminated, and a new protocol ("Protocol") dated 28.06.2024 has been executed. According to the Protocol, in return for the consultancy services provided by McKinsey to Sendeo until 28.06.2024, if the Koç Parties sell their shares in Sendeo to parties outside the Koç Group or if these shares are offered to the public by 31.07.2028, a success fee will be paid by Sendeo to McKinsey. Furthermore, between 30.07.2026 and 31.07.2028, Sendeo has the right to pay, and McKinsey has the right to claim, a success fee calculated based on the value determined according to the Protocol, without going through a sale to third parties or a public offering process. According to the Share Purchase and Subscription Agreement, Koç Parties are obligated to fully indemnify all payments to be made by Sendeo in respect of the success fee.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.