Share Issue/Capital Change • Aug 2, 2023
Share Issue/Capital Change
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| Summary Info | About the Completion of the Capital Increase - Amendment of the Articles of Association |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Board Decision Date | 31.01.2023 |
| Authorized Capital (TL) | 6.000.000.000 |
| Paid-in Capital (TL) | 2.500.000.000 |
| Target Capital (TL) | 5.000.000.000 |
Rights Issue (Via Preemptive Right)
| Share Group Info | Paid-in Capital (TL) | Preemptive Rights Amount (TL) | Preemptive Rights Rate (%) | Preemptive Rights Price | Share Group Issued | New Shares'' ISIN | Form | Preemptive Rights ISIN Code | Unused Rights Amount (TL) | Amount of Shares Cancelled (TL) |
| A Grubu, İşlem Görmüyor, TREZORN00012 | 250.000.000 | 250.000.000,000 | 100,00000 | 1,00 | A Grubu | A Grubu, İşlem Görmüyor, TREZORN00012 | Registered | A Grubu, ZORE9(İMTİYAZLI RÜÇHAN), TRRZORN00113 | 0 | |
| B Grubu, ZOREN, TRAZOREN91L8 | 2.250.000.000 | 2.250.000.000,000 | 100,00000 | 1,00 | B Grubu | B Grubu, ZOREN, TRAZOREN91L8 | Registered | B Grubu, ZOREN(RÜÇHAN), TRRZORN00121 | 7.027.487,231 |
| Paid-in Capital (TL) | Preemptive Rights Amount (TL) | Preemptive Rights Rate (%) | Unused Rights Amount (TL) | Amount of Shares Cancelled (TL) | |
| TOTAL | 2.500.000.000 | 2.500.000.000,000 | 100,00000 | 7.027.487,231 |
| Explanation About The Shares Not Sold | Zorlu Holding AŞ has pledged to purchase any remaining shares fully and in cash at the end of the offering period within 3 business days at a price not below the average of the public offering prices. |
| Rights Issue Ex-Date | 15.06.2023 |
| Preemptive Rights Exercise End Date | 03.07.2023 |
| Currency Unit | TRY |
Other Aspects To Be Notified
| Capital Market Board Application Date | 02.02.2023 |
| Capital Market Board Application Result | Approval |
| Capital Market Board Approval Date | 08.06.2023 |
| Property of Increased Capital Shares | Dematerialized Share |
| Payment Date | 19.06.2023 |
| Record Date | 16.06.2023 |
Additional Explanations
In accordance with the Prospectus approved by the Board of Directors' decision dated 20 June 2023 and numbered 2023/38 and the Capital Markets Board's decision dated 8 June 2023 and numbered 31/684;
Within the scope of Zorlu Enerji's rights issue for increasing the Company's paid-in capital from TL from TL 2.5 bn to TL 5 bn via a TL 2.5 bn rights issue within the limits of the Company's registered capital ceiling of TL 6 bn, shares corresponding to unexercised pre-emptive rights with a nominal value of TL 7,027,487.23 were offered for sale in the Primary Market of Borsa İstanbul AŞ on July 6, 2023, and Zorlu Enerji's issued capital has increased to TL 5,000,000,000.
A total TL 1,088,663,523.30 of cash proceeds were generated from the rights issue, of which TL 1,063,664,445.32 came from the exercise of pre-emptive rights within the subscription period (June 15, 2023- July 3, 2023) and TL 24,999,077.98 from the sale of the remaining shares in the Primary Market of Borsa İstanbul AŞ on July 6, 2023 after deducting the brokerage commission amounting to TL 26,276.62 and related BITT; in return for the shares representing the increased capital of TL 2,500,000,000. In addition, our main shareholder Zorlu Holding AŞ and Korteks Mensucat Sanayi ve Ticaret AŞ participated in the capital increase by offsetting the TL 1,429,308,127.06 from the capital advances they previously transferred to the Company. As a result, the total funds obtained by Zorlu Enerji from the capital increase amounted to TL 2,517,971,650.36.
The public offering of the newly issued shares with a nominal value of TL 2,500,000,000 , was completed within the framework of the conditions specified in the prospectus; and it has been decided to apply to the Capital Markets Board for the approval of the amendment of the Article 6, titled "Company's Capital", of the Company's Articles of Association and to register and announce the approved amendment text following the approval of the Capital Markets Board given that the capital increase transactions are completed within the framework of the Capital Market Law and the secondary regulations of the Capital Markets Board.
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.
Supplementary Documents
| Appendix: 1 | Zorlu Enerji-Sermaye Artırımının Tamamlanması ve Esas Sözleşme Tadiline İlişkin Yönetim Kurulu Kararı.pdf |
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