[CONSOLIDATION_METHOD_TITLE] [CONSOLIDATION_METHOD]
Related Companies
[]
Related Funds
[]
English

oda_MaterialEventDisclosureGeneralAbstract|
Material Event Disclosure General
oda_UpdateAnnouncementFlag|
Update Notification Flag
Hayır (No)
oda_CorrectionAnnouncementFlag|
Correction Notification Flag
Hayır (No)
oda_DateOfThePreviousNotificationAboutTheSameSubject|
Date Of The Previous Notification About The Same Subject
-
oda_DelayedAnnouncementFlag|
Postponed Notification Flag
Hayır (No)
oda_AnnouncementContentSection|
Announcement Content
oda_ExplanationSection|
Explanations
oda_ExplanationTextBlock|

As a result of the communications/negotiations with the foreign financial institutions, in the international markets, in order to strengthen financial structure and increase the financial resources owned by the Company, Subscription Commitment and Share Lending Agreement has been executed by and between our Company and GEM Global Yield Fund LLC SCS and GEM Investments America, LLC and shareholders of our Company Merko Holding A.Ş. and Aetna Industrial, Commercial, Hotel, Tourist, Building, Contracting Societe Anonyme, on the date of 26.01.2018.

GEM Global Yield Fund LLC SCS ("GEM"), as a party to the said Agreement, is an international investment fund headquartered in United States of America, already invested in more than 375 companies in almost 68 countries, all over the world, founded in 1991. The main principles agreed in the agreement on the financing to be provided by GEM's contribution to the share capital of our Company are as follows:

1-GEM undertakes to contribute to shares of our Company on condition that such contribution shall not exceed TRY 45.000.000,- in total, within 3 (three) years following the signing date, upon the request of the management of the Company.

2-The amount and timing of GEM's share capital contribution shall be determined the management of the Company, considering the needs of the Company, within the time period stipulated and subject to the ceiling amount envisaged. Such share capital contribution may be executed in more than one instance and in different amounts.

3-The price of the shares to be delivered to GEM in private placement, shall be determined 10% less than average market price calculated based on 15 trading days following the date of subscription notice, on condition that the share price shall not be less than floor price to be determined by the Company.

4-The amount of the shares subscribed shall be deposited to our Company's accounts by GEM as of the date of subscription, and following the completion of the capital increase, our Company's obligation shall be fulfilled as of the delivery of the shares representing the increased share amount, to GEM. The number of shares corresponding to the share capital amount subscribed by shareholders of our Company, Merko Holding A.Ş. and Aetna Industrial, Commercial, Hotel, Tourist, Building, Contracting Societe Anonyme, shall be delivered to GEM as a loan, to be considered as a guarantee for the time until the completion of the share capital increase and such loan shares shall be returned to the relevant shareholders at the end of the capital increase.

5-In addition to these, pursuant to Agreement, GEM has the call-option right to subscribe for 11.000.000 shares valid within the 3 (three) years term, which may be exercised at the price of TRY 1.50,- per share. In case of the exercise of such right by GEM, the shares requested shall be delivered to GEM by our Company in return for the share price envisaged, upon the capital increase by private placement.

6- As per the Agreement, it has been agreed that GEM's shareholding percentage in our Company's share capital shall not exceed 9,9 % of the share capital.

Developments to be occurred within this time period, which may affect the value of the Company shares and/or investment decision of the investors, shall be duly disclosed to public.

Kindly submitted for information of our investors and public.