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TÜRKİYE ŞİŞE VE CAM FABRİKALARI A.Ş.

Share Issue/Capital Change Jul 14, 2020

5972_rns_2020-07-14_c515cf6d-3f4a-4f9d-8ff5-b8252fa7df83.html

Share Issue/Capital Change

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Summary Info Notification regarding CMB application on the merger under our Company through acquisition of Anadolu Cam, Denizli Cam, Paşabahçe Cam, Soda Sanayii and Trakya Cam (Update)
Update Notification Flag No
Correction Notification Flag Yes
Postponed Notification Flag No
Related Companies ANACM, DENCM, TRKCM, SODA
Reason of Correction Revision of the application documents which was submitted to CMB on 27.04.2020 regarding the merger under our Company through acquisition of Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş.
Board Decision Date 14.07.2020
Merger Model Merger Through Acquisition
Date Of Financial Statements Base To Merger 31.12.2019
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
ANADOLU CAM SANAYİİ A.Ş. Trading On The Stock Exchange 0,88239
DENİZLİ CAM SANAYİİ VE TİCARET A.Ş. Trading On The Stock Exchange 0,33089
TRAKYA CAM SANAYİİ A.Ş. Trading On The Stock Exchange 0,67615
SODA SANAYİİ A.Ş. Trading On The Stock Exchange 1,15997
PAŞABAHÇE CAM SANAYİİ VE TİCARET A.Ş. Not Trading On The Stock Exchange 0,53423
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
SISE, TRASISEW91Q3 2.250.000.000 814.228.446,43 3.064.228.446,43 SISE, TRASISEW91Q3
Paid In Capital Amount Of Capital To Be Increased Due To The Acquisition (TL) Capital To Be Decreased (TL) Target Capital
TOTAL 2.250.000.000 TL 814.228.446,43 TL 0 TL 3.064.228.446,43 TL
Capital Market Board Application Date Regarding Merger 27.04.2020

Additional Explanations

At the Board of Directors meeting of our Company dated 30.01.2020, it was decided to initiate the negotiations with the intention of merging Anadolu Cam Sanayii A.Ş. Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. under our Company Türkiye Şişe ve Cam Fabrikaları A.Ş. (Merger Transaction). In addition, through the Board of Directors Resolution dated 27.04.2020, it was decided to submit an application to the Capital Markets Board for the approval of the announcement text. In this context, an application was made to the Capital Markets Board on 27.04.2020.

With the Law Amending the Banking Law and Certain Other Laws numbered 7222, Articles 23 and 24 of the Capital Markets Law have been amended, and subsequently, the Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right (II-23.3) has entered in to force through its publication on 27.06.2020.

In this context, due to the necessity arising from, among others, aforementioned change in the legislation, the merger documents have been amended and a Board of Directors resolution dated 14.047.2020 has been adopted on this subject and the announcement text, merger agreement, merger report, expert institution report and text of amendment to Articles of Association, which are presented in the annex, are delivered to the Capital Markets Board on 14.07.2020.

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