Share Issue/Capital Change • Jul 14, 2020
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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