Share Issue/Capital Change • Jan 20, 2023
Share Issue/Capital Change
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| Summary Info | Board's Decision for a Rights Issue |
| Update Notification Flag | No |
| Correction Notification Flag | Yes |
| Postponed Notification Flag | No |
| Reason of Correction | Updating the Pre-emptive Right Price Regarding the Rights Issue (Exercising Pre-emptive Right) Table |
| Board Decision Date | 19.01.2023 |
| Authorized Capital (TL) | 6.000.000.000 |
| Paid-in Capital (TL) | 2.500.000.000 |
| Target Capital (TL) | 6.000.000.000 |
Rights Issue (Via Preemptive Right)
| Share Group Info | Paid-in Capital (TL) | Preemptive Rights Amount (TL) | Preemptive Rights Rate (%) | Preemptive Rights Price | Share Group Issued | New Shares'' ISIN | Form | Preemptive Rights ISIN Code | Unused Rights Amount (TL) | Amount of Shares Cancelled (TL) |
| A Grubu, İşlem Görmüyor, TREZORN00012 | 250.000.000 | 350.000.000,000 | 140,00000 | 1,00 | A Grubu | A Grubu, İşlem Görmüyor, TREZORN00012 | Registered | |||
| B Grubu, ZOREN, TRAZOREN91L8 | 2.250.000.000 | 3.150.000.000,000 | 140,00000 | 1,00 | B Grubu | B Grubu, ZOREN, TRAZOREN91L8 | Registered |
| Paid-in Capital (TL) | Preemptive Rights Amount (TL) | Preemptive Rights Rate (%) | Unused Rights Amount (TL) | Amount of Shares Cancelled (TL) | |
| TOTAL | 2.500.000.000 | 3.500.000.000,000 | 140,00000 |
| Explanation About The Shares Not Sold | Zorlu Holding AŞ has pledged to purchase any remaining shares fully and in cash at the end of the offering period within 3 business days at a price not below the average of the public offering prices. |
| Currency Unit | TRY |
Additional Explanations
In our material event disclosure dated 19 January 2023, the pre-emptive right exercise price was inadvertently written as 0.01 TL and has been corrected as 1 TL in the relevant table.
The Board of Directors of Zorlu Enerji Elektrik Üretim AŞ ("Zorlu Enerji") made the following decisions:
- Zorlu Enerji's paid-in capital will be increased from 2,500,000,000 TL (two billion and five hundred million Turkish liras) to 6,000,000,000 TL (Six billion Turkish liras), which is within the registered capital ceiling of 6,000,000,000 TL (Six billion Turkish liras), via a 3,500,000,000 TL (Three billion and five hundred million Turkish liras) rights issue (by 140%) based on the Article 6 of the Company's Articles of Association, in order to meet the capital need required by the planned investments by reducing the Company's foreign currency credit risk and by strengthening the balance sheet and financial position, in accordance with the Board of Directors' resolution dated 26.09.2022 and numbered 2022/40, which was announced to the public on 27.09.2022,
- The existing shareholders' pre-emptive rights will not be restricted and they will subscribe to the rights issue at a price of 0.01 Turkish Lira for each share with a nominal value of 1 Kuruş (0.01 Turkish Lira),
- Pursuant to the Board resolution of Zorlu Holding AŞ dated 19.01.2023 and numbered 2023/4, Zorlu Holding's total cash contribution to the capital increase will be met from the capital advance payment formerly made in cash to the Company as verified by the financial advisor's report,
- Pursuant to the Board resolution of Korteks Mensucat Sanayi ve Ticaret AŞ (Korteks) dated 19.01.2023 and numbered 2023/4, Korteks' total cash contribution to the capital increase will be met from the capital advance payment formerly paid in cash to the Company as verified by the financial advisor's report,
- Group A shareholders will receive Group A shares and Group B shareholders will receive Group B shares in the rights issue,
- The subscription period will be 15 days, which will end on the following business day if the last day falls on a national holiday,
- The unexercised shares will be offered for sale as Group B shares in the Primary Market of Borsa Istanbul at a price not less than the nominal value for 2 business days following the expiration of the subscription period,
- The Group B shares to be issued in the rights issue will be in the form of "tradable shares on the stock exchange",
- As per its Board's decision dated 19.01.2023 and numbered 2023/4, Zorlu Holding AŞ has pledged to purchase any remaining shares fully and in cash at the end of the offering period within 3 business days at a price not below the average of the public offering prices,
- Zorlu Enerji's management will be authorized to carry out all the necessary transactions for the right issue.
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.
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