Prospectus • Mar 25, 2025
Prospectus
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It has been prepared in accordance with Article 29/5 of the Communiqué on Shares No. VII-128.1 of the Capital Markets Board.
25 MARCH 2025
The purpose of this report is to evaluate whether the assumptions taken as basis in determining the public offering price of 1000 Yatırımlar Holding A.Ş. (1000 Yatırımlar, the Company) have been fulfilled in accordance with Article 29/5 of the Capital Markets Board Communiqué on Shares VII-128.1.
In accordance with paragraph 1 of Article 29 of the Communiqué on Shares, if the sales price of the shares to be offered to the public is different from the exchange price or higher than the nominal value, a valuation report must be prepared by the authorized institution covering the said sales price and the methods used in the calculation of this price. In the event that the authorized institution is a related party of the corporation going public, as defined in the relevant regulations of the Board, the valuation report shall be prepared by another authorized institution. Within this scope, a valuation report dated 02.10.2023 ("Valuation Report") was prepared by A1 Capital Yatırım Menkul Değerler A.Ş. ("A1 Capital") in order to determine the Company's equity value and the value of each share, and the value of the Company was calculated as 5.000.000.000 TL before the initial public offering.
According to Article 29/5 of the Communiqué on Shares No. VII-128.1 of the Capital Markets Board; "The corporation, the shares of which are offered to public for the first time, is required to prepare a report stating whether or not the assumptions used in determination of public offering price have been realized, and if not, the causes thereof, within ten business days following the date of offering of its financial statements to public throughout two years following the starting date of trading of its shares in the exchange. This report is required to be published on the corporate website and in PDP."
In the valuation report prepared by A1 Capital, the Net Asset Value (NAV) method and the Multiplier Analysis method were used to determine the final value of the Company, and since the weight of the value found by the Multiplier Analysis method in the final value calculation was determined as 0%, only the net asset value method was used in the valuation report. Based on the Net Asset Value method, a target market capitalization of 7.418.433.971 TL was reached before the initial public offering.
By dividing the Company value by the Company's pre-public offering paid-in capital (40,.000.000 TL), the pre-public offering Share Value was determined as 185.46 TL. IPO discount of 32.60% was applied to the target market value per share and the discounted market value of the Company was determined as 5.000.000.000 TL and the initial public ofering price as 125.00 TL.
Within the framework of the methods used in the Company's valuation report, the evaluations regarding the realization of the assumptions taken as basis in determining the public offering price of the Company are given below.
The price determination report prepared by A1 Capital is based solely on the net asset value method.
The Independent Audit Report containing the results of the Company's financial statements dated 31.12.2023 and 31.12.2024 was published on PDP on 11.03.2025. The calculations in this report are based on this data.
Summarized balance sheet items and shareholders' equity of the Company as of 31.12.2023, 30.09.2024 and 31.12.2024 are presented below:
| Main Balance Sheet Items |
31.12.2023 | 30.09.2024 | 31.12.2024 | Increase/Decrease 31.12.2024/31.12.2023 |
Increase/Decrease 31.12.2024/30.09.20 24 |
|---|---|---|---|---|---|
| (*) | (**) | (*) | (%) | (%) | |
| Total Current Assets | 1.649.008.491 | 1.340.697.819 | 1.599.394.673 | -3,01 | 19,30 |
| Total Non-Current Assets |
19.652.055.248 | 17.652.780.545 | 10.497.751.138 | -46,58 | -40,53 |
| Total Assets | 21.301.063.739 | 18.993.478.365 | 12.097.145.811 | -43,21 | -36,31 |
| Total Short Term Liabilities |
356.518.358 | 431.313.324 | 390.778.931 | 9,61 | -9,40 |
| Total Long Term Liabilities |
4.901.252.736 | 4.030.554.151 | 2.485.457.266 | -49,29 | -38,33 |
| Total Equity | 16.043.292.645 | 14.531.610.889 | 9.220.909.614 | -42,52 | -36,55 |
| Total Resources | 21.301.063.739 | 18.993.478.365 | 12.097.145.811 | -43,21 | -36,31 |
(*) Inflation-adjusted accounting figures.
(**) Indexed figures of 30.09.2024 Independent Audit Report published on PDP on November 11, 2024, according to 31.12.2024.
As can be seen from the information given in the table, as of the date of the last financial statement published by the Company, the shareholders' equity of the Company decreased by 42.52% compared to the shareholders' equity in the financial results dated 31.12.2023.
It is seen that the discounted value obtained as a result of the methods used by A1 Capital in determining the public offering price of the Company is indexed to 31.12.2024 and the resulting figure is above the equity value in the financial statements dated 31.12.2024.
The ongoing price of BINHO payments traded on Borsa Istanbul was 315.75 TL on 31.12.2024, and the market value of the company on the relevant date was 14,840,250,000 TL.
It is submitted for the information of the public and investors.
1000 Yatırımlar Holding A.Ş. AUDIT COMMITTEE
Osman DİNÇBAŞ Eyüp ŞİŞMAN Chairman of Audit Committee Member of Audit Committee
(The originals have signatures.) (The originals have signatures.)
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