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 28, 2023
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 July 28, 2023, announcing the approval by the Capital Markets Board of the facilitated merger of Beltel Telekomünikasyon Hizmetleri A.Ş. with Turkcell.
Istanbul, July 28, 2023
Announcement Regarding the Facilitated Merger of Beltel Telekomünikasyon Hizmetleri A.Ş. with Turkcell / CMB Approval
The application made to the Capital Markets Board (“CMB”) on April 26, 2023 for the "Merger via Facilitated Procedure" with our wholly owned subsidiary Beltel Telekomünikasyon Hizmetleri A.Ş. (“Beltel”) was approved* with the decision published in the bulletin dated July 27, 2023 and numbered 2023/42.
*The announcement text and merger agreement are available in Turkish on our website.
| Board Decision Date | : 30.03.2023 |
| Merger Model | : Merger Through Acquisition |
| Date Of Financial Statements Base To Merger | : 31.12.2022 |
| Currency Unit | : TRY |
| Acquired Company | Trading On The Stock Exchange/Not Trading On The Stock Exchange |
| Beltel Telekomünikasyon Hizmetleri A.Ş. | Not Trading On The Stock Exchange |
| Share Group Info | Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition (TRY) | Capital To Be Decreased (TRY) | Target Capital | New Shares To Be Given Due To Merger |
Group A, Not Trading, TRETCEL00012 | 330,000,000 | 330,000,000 | |||
| Group B, TCELL, TRATCELL91M1 | 1,870,000,000 | 1,870,000,000 |
| Paid In Capital | Amount Of Capital To Be Increased Due To The Acquisition | Capital To Be Decreased | Target Capital | |
| TOTAL | TRY 2,200,000,000 | TRY 0 | TRY 0 | TRY 2,200,000,000 |
| CMB Application Date Regarding the Merger | 26.04.2023 |
| CMB Application Result Regarding the Merger | Approval |
| CMB Approval Date Regarding the Merger | 27.07.2023 |
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 28, 2023 | By: | /s/ Ali Serdar Yağcı | ||
Name: Ali Serdar Yağcı Title: Investor Relations and Corporate Finance Director | ||||
| TURKCELL ILETISIM HIZMETLERI A.S. | ||||
| Date: July 28, 2023 | By: | /s/ Kamil Kalyon | ||
| Name: Kamil Kalyon Title: Chief Financial Officer (Acting) | ||||