M&A Activity • Aug 2, 2019
M&A Activity
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| Summary Info | About Capital Markets Board Approval regarding TETSAŞ-TP Merger |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Board Decision Date | 11.06.2019 |
| Merger Model | Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | 31.12.2018 |
| Currency Unit | TRY |
| Acquired Company | Trading On The Stock Exchange/Not Trading On The Stock Exchange | Share Exchange Rate | Group of Share To Be Distributed To Acquired Company Shareholders | Form of Share To Be Distributed To Acquired Company Shareholders |
| Turcas Elektrik Toptan Satış A.Ş. | Not Trading On The Stock Exchange |
| Share Group Info | Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | New Shares To Be Given Due To Merger |
| A Grubu, TRCAS, TRATRCAS92E6 | 255.599.850 | 0 | 0 | 255.599.850 | |
| B Grubu, İşlem Görmüyor, TRETRCS00019 | 112,5 | 0 | 0 | 112,5 | |
| C Grubu, İşlem Görmüyor, TRETRCS00027 | 37,5 | 0 | 0 | 37,5 |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TL) | Capital To Be Decreased (TL) | Target Capital | |
| TOTAL | 255.600.000 TL | 0 TL | 0 TL | 255.600.000 TL |
| Capital Market Board Application Date Regarding Merger | 20.06.2019 |
| Capital Market Board Application Result Regarding Merger | APPROVAL |
| Capital Market Board Approval Date Regarding Merger | 01.08.2019 |
Additional Explanations
As previously announced in our Company's Public Disclosure dated 20.06.2019, Turcas Petrol A.Ş. has applied to Capital Markets Board for the approval of "Text of Announcement" regarding the merger with Turcas Elektrik Toptan Satış A.Ş. (our 100% subsidiary and registered to Istanbul Trade Registry Directorate numbered 447200) via takeover method whereby all assets and liabilities of Turcas Elektrik Toptan Satış A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole.
Accordingly, "Text of Announcement" has been approved by the meeting of Capital Markets Board dated 01.08.2019 and numbered 43/985. Text of Announcement can be found in the attached file.
Further developments related to registration of the merger transaction at İstanbul Trade Registration Office will be shared with the public timely.
Kind regards,
Documents Regarding Merger
| Appendix: 1 | TETSAŞ Birleşme Sözleşmesi260719.pdf - Merger Contract |
| Appendix: 2 | Onaylı Duyuru Metni.pdf - Announcement Text |
| Appendix: 3 | TETSAŞ 31.12.2018.pdf - Other |
| Appendix: 4 | TP311218.pdf - Other |
| Appendix: 5 | Tahmini Açılış Bilançosu.pdf - Estimated Opening Balance Sheet |
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