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REG - Turkiye Sise Ve Cam - Update Regarding Intragroup Merger




 



RNS Number : 8630P
Turkiye Sise Ve Cam Fabrikalari A.S
12 June 2020
 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MIGHT HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS AMENDED)

12 June 2020

Türikye Şişe ve Cam Fabrikaları A.Ş.

(the "Company")

Legal Entity Identifier (LEI): 789000KWOK751Q6R8875

Notification Update Regarding Intragroup Merger (the "Merger")

Reference is hereby made to the Company's notification dated 7 February 2020 (the "February Notification"). As noted therein: (a) the Company's board of directors had decided to engage in negotiations regarding merging into the Company its subsidiaries Anadolu Cam Sanayii A.Ş. ("Anadolu Cam"), Denizli Cam Sanayii ve Ticaret A.Ş. ("Denizli Cam"), Soda Sanayii A.Ş. ("Soda Sanayii"), Trakya Cam Sanayii A.Ş. ("Trakya Cam") (collectively, the "Listed Subsidiaries") and Paşabahçe Cam Sanayii ve Ticaret A.Ş. ("Paşabahçe Cam") (collectively, the "Merging Subsidiaries") and (b) if such a transaction occurs, then the Company would be expected to be the surviving entity, carrying on the same business as previously carried on by these subsidiaries (including assuming their respective assets and liabilities).

While the completion of the Merger remains contingent upon certain conditions, including: (a) the receipt of shareholder approvals and regulatory approvals, including for related amendments to the Company's articles of association, and (b) the Company's election to proceed notwithstanding the exit rights described below, the following have occurred since the February Notification: (i) the entity (PWC Yönetim Danışmanlığı A.Ş. ("PwC"), which is the member firm of the PricewaterhouseCoopers LLP global network) engaged by the Company to prepare a valuation expert's report (the "Valuation Report") relating to the Company and the Merging Subsidiaries was delivered to the Company, which Valuation Report was then updated by PwC to reflect the impact of the COVID‑19 pandemic, (ii) on the basis of the Valuation Report, a share conversion rate for the Merger was determined by PwC, and (iii) the Company submitted to Turkey's securities regulator (the "CMB") an application to request its approval of the Merger.

According to the Valuation Report: (a) the Company will increase its capital by TL 814,228,446.43 as a result of the Merger; however, this amount is subject to change depending upon the amount of exit rights described below that will be exercised, and (b) in connection with the Merger:

(i) Anadolu Cam shareholders will receive 0.88239 shares in the Company in return for each 1 Kuruş of nominal value of Anadolu Cam shares that they own,

(ii) Denizli Cam shareholders will receive 0.33089 shares in the Company in return for each 1 Kuruş of nominal value of Denizli Cam shares that they own,

(iii) Soda Sanayii shareholders will receive 1.15997 shares in the Company in return for each 1 Kuruş of nominal value of Soda Sanayii shares that they own,

(iv) Trakya Cam shareholders will receive 0.67615 shares in the Company in return for each 1 Kuruş of nominal value of Trakya Cam shares that they own, and

(v) Paşabahçe Cam shareholders will receive 0.53423 shares in the Company in return for each TL 1 of nominal value of Paşabahçe Cam shares that they own.

Pursuant to Article 23 of Turkey's Capital Market Law (the "CML") and Article 9 "Exercise of Exit Rights") in the CMB's Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II‑23.1), shareholders in the Company and each Listed Subsidiary will be able to exercise exit rights if they: (a) attend (either in person or through a proxy) the general assembly meeting of the Company or such Listed Subsidiary, as applicable, in which the Merger is approved, (b) cast their vote in such meeting against the Merger and (c) record their dissenting opinion in the minutes of the meeting. Should such a dissenting shareholder then exercise its exit rights, the price per share that will be paid to such shareholder will be the arithmetic average of the weighted average prices of the applicable company's shares in Borsa İstanbul for a period of 30 days before 30 January 2020 (i.e., the date the Merger was first disclosed to the public). According to this calculation, the exercise price will be as follows:

- for each share in the Company, TL 5.27,

- for each share in Anadolu Cam, TL 4.46,

- for each share in Denizli Cam, TL 8.85,

- for each share in Soda Sanayii, TL 6.39, and

- for each share in Trakya Cam, TL 3.47.

Should the Company purchase any such shares, it is anticipated that: (a) the Company will have sufficient resources to fund such a purchase and (b) such shares will be cancelled after such purchase.

Should the Merger occur, then: (a) the Company's current controlling shareholder Türkiye Iş Bankası A.Ş. would hold a percentage of the Company's shares between (inclusive) 50.70% (if no shareholders exercise exit rights) and 100.00% (if all minority shareholders dissent and exercise exit rights) and (b) the portion of the Company's shares that are listed (all on the Borsa İstanbul) would be between (inclusive) 43.24% (if no shareholders exercise exit rights) and 0.00% (if all minority shareholders dissent and exercise exit rights).

The general assembly of the shareholders of the Company is permitted to approve the Merger subject to conditions, including conditions proposed by the Company's board of directors. Such conditions might include, among others, a maximum total cost that the Company is permitted to incur as the result of the exercise of exit rights.

As per CMB regulations, in order to finalize the Merger based upon valuations based upon the 31 December 2019 financial statements, the relevant general assembly meeting is required to be held by 31 August 2020 (failing which, an interim balance sheet would be required). Each of the Company and the Listed Subsidiaries is planning to conduct its general assembly meeting by such date.

A further announcement will be made in due course as appropriate.

This announcement is released by the Company and contains information that qualified or might have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as amended, "MAR"), encompassing information relating to the aforementioned matter. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Mr. Görkem Elverici, the Company's Chief Financial Office.

For more information, please contact Ms. Hande Özbörçek (hozborcek@sisecam.com; +90-850-206-3374).

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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