Share Issue/Capital Change • Jul 2, 2025
Share Issue/Capital Change
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| Summary Info | Regarding the Capital Markets Board approval |
| Update Notification Flag | No |
| Correction Notification Flag | Yes |
| Postponed Notification Flag | No |
| Reason of Correction | The application amount was approved after being rounded. |
| Board Decision Date | 06.02.2025 |
| Authorized Capital (TL) | 24.000.000.000 |
| Paid-in Capital (TL) | 4.800.000.000 |
| Target Capital (TL) | 5.323.560.210 |
Rights Issue (Allocated)
| Share Group Info | Paid-in Capital (TL) | Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL) | Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%) | New Shares'' ISIN | Form | Amount of Shares Cancelled (TL) |
| A Grubu, İşlem Görmüyor, TREPSFK00015 | 674.670.837,57 | 0 | A Grubu, İşlem Görmüyor, TREPSFK00015 | Registered | 0 | |
| B Grubu, PSGYO, TREPSFK00023 | 4.125.329.162,43 | 523.560.210 | 12,69135 | B Grubu, PSGYO, TREPSFK00023 | Bearer |
| Paid-in Capital (TL) | Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL) | Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%) | Amount of Shares Cancelled (TL) | |
| TOTAL | 4.800.000.000 | 523.560.210,000 | 10,90750 |
| The Person Increased Capital Devoted | Fatih Erdoğan, Abduklerim Fırat, Mehmet Erdoğan |
| Total Sales Revenue Planned (TL) (*) | 1.000.000.000 |
* The nominal capital increase amount to be raised is calculated according to the sale price of the share with a nominal value of 1 TL, which determined in line with Borsa Istanbul A.S.'s Procedure for Wholesale Purchase and Sale Transactions.
Other Aspects To Be Notified
| Number of Articles of Association Item To Be Amended | 8 |
| Capital Market Board Application Date | 07.02.2025 |
| Capital Market Board Application Result | Approval |
| Capital Market Board Approval Date | 26.06.2025 |
| Property of Increased Capital Shares | Dematerialized Share |
Additional Explanations
At the Board of Directors meeting:
It was resolved to increase the Company's issued capital of 4,800,000,000 TL, composed of shares with a nominal value of 1 TL each, within the registered capital ceiling of 24,000,000,000 TL, by an amount to be determined based on the share sale price calculated in accordance with the procedures of Borsa Istanbul A.Ş. dated 30/12/2015 and coded 04.PRO.03 on Wholesale Transactions, with total gross proceeds amounting to 1,000,000,000 TL, through a cash capital increase, free from any collusion and in full, by entirely restricting the pre-emptive rights of existing shareholders;
It was resolved that the newly issued shares representing the increased capital shall be sold entirely by way of a private placement through Borsa Istanbul A.Ş.'s wholesale market procedures, without a public offering, to Fatih ERDOĞAN, Abdulkerim FIRAT, and Mehmet ERDOĞAN in equal shares, who had previously transferred this fund to the Company, and to apply to the Capital Markets Board ("CMB") for the approval of the issuance certificate to be prepared for this purpose;
The B group shares to be issued in exchange for the nominal value corresponding to the total gross proceeds of 1,000,000,000 TL shall be non-privileged and tradable on the stock exchange;
The sale price of each share with a nominal value of 1 TL shall be determined in accordance with the base price rules set out in Article 7.1 of Borsa Istanbul A.Ş.'s Wholesale Transactions Procedures dated 30/12/2015, and shall not be below the base price;
It was resolved that the Company's management shall be authorized and responsible for carrying out the capital increase transactions, obtaining the necessary approvals, fulfilling the required procedures, and completing the applications before the Capital Markets Board, the Central Securities Depository (MKK), Borsa Istanbul A.Ş., Istanbul Settlement and Custody Bank Inc. (Takasbank), the Ministry of Trade of the Republic of Turkey, Directorate General of Domestic Trade, and any other relevant authorities and institutions within the framework of the Turkish Commercial Code No. 6102, Capital Markets Law No. 6362, and the applicable regulations and communiqués.
It has been notified to us that our application was approved by the Capital Markets Board with its letter dated 26.06.2025 and numbered E-12233903-340.05.05-74372.
In order to determine the final sale price, an application was made to Borsa Istanbul A.Ş. through Halk Yatırım Menkul Değerler A.Ş. within the framework of Borsa Istanbul A.Ş.'s Wholesale Transactions Procedures, to calculate the base price and the price range by applying +/-20% to the base price. Within this scope, the sale price of the shares to be issued was determined as 1.91 TL for each share with a nominal value of 1.00 TL. As a result of the capital increase, the issued capital will increase from 4,800,000,000 TL to 5,323,560,209.42 TL.
In this context, an application made to the Capital Markets Board for the approval of the final issuance certificate.
The Capital Markets Board has approved the issuance certificate and authorized the private placement of shares with a nominal value of TL 523,560,210.
Further announcements regarding other developments will be made separately.
This is announced to inform our investors and the public.
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 | ihraç belgesi kap.pdf |
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