UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated July 6, 2021
Commission File Number: 001-15092
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name in English)
Aydınevler Mahallesi İnönü Caddesi No:20
Küçükyalı Ofispark
34854 Maltepe
Istanbul, Turkey
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: A press release dated June 6, 2021, regarding the Acquisition of Boyut Grup Enerji Shares by Turkcell Enerji.
Istanbul, July 6, 2021
Announcement Regarding the Acquisition of Boyut Grup Enerji Shares by Turkcell Enerji
Our Company’s 100% owned subsidiary Turkcell Enerji Çözümleri ve Elektrik Satış Ticaret A.Ş. (“Turkcell Enerji”) has signed a Share Transfer Agreement to acquire the entire shares of Boyut Grup Enerji Elektrik Üretim ve İnşaat Sanayi ve Ticaret A.Ş. (“Boyut Grup Enerji”).
The respective transaction is based on an enterprise value of US$29.6 million. The transfer of shares is subject to the approval of respective authorities and fulfillment of various conditions precedent. After adjusting for the net debt of Boyut Grup Enerji, our company shall make a payment of US$11.5 million. US$500 thousand of this amount shall be paid after two-years as from the agreement date.
Boyut Grup Enerji owns Karadağ Wind Power Plant located in İzmir, Çeşme, which has an 18MW mechanical installed capacity. The plant commenced operations in 2016 and holds a license that will expire in 2057. The plant has state purchase guarantee until the end of 2026. The anticipated annual gross revenue of the plant during 2021-2026 period is approximately US$5 million. Turkcell Enerji, operating under Enerjicell brand, serves individual and corporate customers, who are eligible to choose their own electricity suppliers. With this acquisition, we aim to strengthen our sustainability initiative, which is a focus area for us, by meeting our energy need from renewable resources of our own. This is another step towards our target of completely meeting our electricity consumption from renewable sources by 2030 and becoming carbon neutral by 2050.
Our Company and the selling party do not have a direct or indirect relation with regards to management, audit and capital.
The announcement regarding the share transfer process was postponed until the signing of the Share Transfer Agreement as per the related Board of Directors decision dated February 19, 2021 in accordance with the Article-6 of Capital Market Board’s Communiqué on Material Events Disclosure, as it could have an impact on the investment decision of investors, as well as the stock price.
| Board Decision Date for Acquisition | : | 19.02.2021 |
| Were Majority of Independent Board Members’ Approved the Board Decision for Acquisition | : | Yes |
| Title of Non-current Financial Asset Acquired | : | Boyut Grup Enerji Elektrik Üretim ve İnşaat Sanayi ve Ticaret A.Ş. |
| Field of Activity of Non-current Financial Asset whose Shares were being Acquired | : | Renewable energy generation |
| Capital of Noncurrent Financial Asset | : | TRY 3,000,000 |
| Acquirement Way | : | Acquisition |
| Date on which the Transaction was/will be Completed | : | Anticipated to be completed after the approval of Competition Authority and fulfilment of conditions precedent |
| Acquisition Conditions | : | Other |
| Detailed Conditions if it is a Timed Payment | : | As per the Share Transfer Agreement, after adjusting for the net debt of Boyut Grup Enerji, our company shall make a payment of US$11.5 million. US$500 thousand of this amount shall be paid after two-years as from the agreement date. |
| Nominal Value of Shares Acquired | : | TRY 3,000,000 |
| Purchase Price Per Share | : | US$ 9,866.7 |
| Total Purchasing Value | : | The transaction is based on an enterprise value of USD29.6 million. As per the Share Transfer Agreement, after adjusting for the net debt of Boyut Grup Enerji, our company shall make a payment of US$11.5 million. |
| Ratio of New Shares Acquired to Capital of Non-current Financial Asset (%) | : | 100% |
| Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Transaction (%) | : | 100% |
| Total Voting Right Ratio Owned in Non-current Financial Asset After Transaction (%) | : | 100% |
| Ratio of Non-current Financial Asset Acquired to Total Assets in Latest Disclosed Financial Statements of Company (%) | : | 0.5% |
| Ratio of Transaction Value to Sales in the Latest Annual Financial Statements of the Company (%) | : | 0.9% |
| Effects on Company Operations | : | We aim to plan energy production at the group level and meet our consumption from renewable sources. |
| Did Takeover Bid Obligation Arised? | : | No |
| Will Exemption Application be Made, if Takeover Bid Obligation Arised? | : | No |
| Title/ Name-Surname of Counter Party | : | Neşe Boysanoğlu, Mert Boysanoğlu, Yiğit Boysanoğlu, Cevher Seren |
| Is Counter Party a Related Party According to CMB Regulations? | : | No |
| Relation with Counter Party if any | : | No |
| Agreement Signing Date if Exists? | : | 06.07.2021 |
| Value Determination Method of Non-current Financial Asset | : | Transaction value is determined based on discounted cash flow and market conditions |
| Did Valuation Report be Prepared? | : | Not prepared |
| Reason for not Preparing Valuation Report if it was not Prepared | : | Not required by the legislation |
| Date and Number of Valuation Report | : | - |
| Title of Valuation Company Prepared Report | : | - |
| Value Determined in Valuation Report if Exists | : | - |
| Reasons if Transaction wasn’t/will not be performed in Accordance with Valuation Report | : | - |
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURKCELL ILETISIM HIZMETLERI A.S. | ||||
| Date: July 6, 2021 | By: | /s/ Ali Serdar Yağcı | ||
Name: Ali Serdar Yağcı Title: Investor Relations and Corporate Finance Director | ||||
| TURKCELL ILETISIM HIZMETLERI A.S. | ||||
| Date: July 6, 2021 | By: | /s/ Osman Yılmaz | ||
| Name: Osman Yılmaz Title: Chief Financial Officer | ||||