M&A Activity • Nov 21, 2017
M&A Activity
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| Summary Info | About the Capital Markets Board Application Result regarding merger between Turcas Petrol A.Ş. and Turcas Enerji Holding A.Ş. |
| Update Notification Flag | Yes |
| Correction Notification Flag | No |
| Postponed Notification Flag | No |
| Board Decision Date | 18.09.2017 |
| Merger Model | Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | 30.06.2017 |
| 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 Enerji Holding 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 | 269.999.850 | 0 | 0 | 269.999.850 | |
| 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 | 270.000.000 TL | 0 TL | 0 TL | 270.000.000 TL |
| Capital Market Board Application Date Regarding Merger | 12.10.2017 |
| Capital Market Board Application Result Regarding Merger | APPROVAL |
| Capital Market Board Approval Date Regarding Merger | 17.11.2017 |
| Capital Market Board Application Date | 12.10.2017 |
| Capital Market Board Application Result | APPROVAL |
| Capital Market Board Approval Date | 17.11.2017 |
| Was The Process Completed For The Merging Companies? | No |
Additional Explanations
As previously announced in our Company's Public Disclosure dated 13.10.2017, Turcas Petrol A.Ş. has applied to Capital Markets Board for the approval of "Text of Announcement" regarding the merger with
Turcas Enerji Holding A.Ş. (our 100% subsidiary and registered to Istanbul Trade Registry Directorate numbered 68781) via takeover method whereby all assets and liabilities of Turcas Enerji Holding A.Ş. shall be transferred to Turcas Petrol A.Ş. as a whole, with an aim to improve effective management of subsidiaries and enhance resource optimization. Accordingly, "Text of Announcement" has been approved by the meeting of Capital Markets Board dated 17.11.2017 and numbered 42/1407. Text of Announcement, Merger Agreement and related financials are attached together with this Public Disclosure.
Following this step, there will be an application to İstanbul Trade Registration Office for the registration of merger transaction. Further developments related to registration will be shared with the public timely.
Documents Regarding Merger
| Appendix: 1 | Birleşme Sözleşmesi.pdf - Merger Contract |
| Appendix: 2 | Duyuru Metni.pdf - Announcement Text |
| Appendix: 3 | TP mali tablo.pdf - Other |
| Appendix: 4 | TEHAŞ mali tablo.pdf - Other |
| Appendix: 5 | Birleşme Açılış Bilançosu.pdf - Estimated Opening Balance Sheet |
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