Public Disclosure

THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER COUNTRY OR JURISDICTION IN WHICH THE OFFER TO WHICH THIS NOTICE IS REFERRED WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Further to our previous disclosure on 12.12.2023, Erdemoğlu Holding A.Ş. (“Erdemoğlu”) announces the successful completion of the sale (as an accelerated bookbuilding transaction) to qualified institutional investors of 135 million shares held in SASA Polyester Sanayi A.Ş. (“SASA”), corresponding to 2.5% of the issued share capital of SASA owned by Erdemoğlu (the “Transaction”). 

J.P. Morgan Securities plc is appointed as sole global coordinator and sole bookrunner (the “Sole Global Coordinator”) in relation to the Transaction.

The Transaction was priced at TL 43.10 per share, raising gross proceeds of TL 5,818,500,000. Concurrently with the Transaction, Erdemoğlu entered into a derivative arrangement relating to the SASA shares with the Sole Global Coordinator. This is intended to manage the continued exposure of Erdemoğlu to SASA. To hedge the derivative arrangement, the Sole Global Coordinator bought 32,700,000 shares in SASA from the Erdemoğlu directly at the clearing price of the Transaction of TL 43.10 (the "Sale and Purchase"). The derivative transaction relates to a portion of the position of Erdemoğlu in SASA equal to the aggregate number of shares under the Sale and Purchase and the Transaction.

Following the completion of the Transaction and the Sale and Purchase, the direct and indirect shareholder interest of Erdemoğlu in SASA will be 75.94%. Erdemoğlu remains the majority shareholder of SASA and maintains its management control on SASA. As stated previously, Erdemoğlu remains fully committed to SASA.

Erdemoğlu commits to transfer at least 75% of the proceeds of the Transaction down into SASA; initially through a shareholder loan which will eventually convert into a participation in paid-in capital raise, resulting in the issuance of additional shares by SASA and dilution of existing shareholders other than Erdemoğlu (subject to Capital Markets Board approval).

Erdemoğlu has agreed to a customary 60 day lock-up period with the Sole Global Coordinator, subject to customary exceptions, with respect to any remaining SASA shares they will hold following the Transaction. The customary exceptions from the lock-up include permission for the entry into and continued maintenance of the derivative transaction.

The Transaction is expected to settle trough an off-exchange transaction on 15.12.2023.

Further material developments in respect of the sale of the shares will continue to be disclosed in accordance with applicable law.

IMPORTANT NOTICE

This communication is for informational purposes only and does not intend to be complete, is subject to change and is not for release, publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or in any other country or jurisdiction where the disclosure of this information may be restricted by law. This communication does not constitute or contain an offer to sell nor an offer for the purchase of securities in the United States of America, Australia, Canada, Japan nor any other country or jurisdiction. This communication does not constitute a request of funds, securities or any other sort of compensation, and no compensation will be accepted as a response to this communication.

The securities herein referred to have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States of America. Accordingly, the securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act or in any other country or jurisdiction other than in compliance with the applicable laws of that country or jurisdiction. There will be no public offering of securities in the United States or in any other country or jurisdiction.

No prospectus or offering document has been or will be prepared in connection with the securities to which this information refers. Any investment decision in connection with the securities to which this information refers must be made on the basis of publicly available information. Such information has not been independently verified. The information contained in this communication is for background purposes only and does not purport to be full or complete.

In member states of the European Economic Area ("EEA"), this communication and any offer of securities if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the securities may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

J.P. Morgan will not be responsible to anyone for providing advice in relation to the contents of this communication or any transaction, arrangement or other matter referred to herein.

None of J.P. Morgan or any of its affiliates, directors, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, expressed or implied, as to the truth, accuracy or completeness of the information in this communication (or whether any information has been omitted from the communication) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available for any loss howsoever arising from any use of the communication or its contents or otherwise arising in connection therewith.

In connection with the securities to which this information refers, J.P. Morgan or any of its affiliates may take up a portion of the shares as a principal position and, in that capacity, may retain, purchase, sell, offer to sell, or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the securities to which this information refers or otherwise. In addition, J.P. Morgan or any of its respective affiliates may enter into financing agreements and swaps with investors in connection with the securities to which this information refers or it (or its affiliates) may, from time to time, acquire, hold or dispose of the shares of the Company on its own discretion. Accordingly, references in this communication to the shares being offered or otherwise dealt with should be read as including any offer to, or dealing by J.P. Morgan or any of its respective affiliates acting in such capacity. None of J.P. Morgan or its affiliates intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “intends”, “expects”, “will”, or “may”, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.