The second coupon payment, amounting to TL 2,767,410 on the TL 30,000,000 nominally valued corporate Bond, which was sold to qualified investors to domestic qualified investors on August 1, 2022 with a maturity of 389 days and with the ISIN Code of TRSVSTL82317 was made as of today. The interest rate for the third coupon payment has been set as 9.3261% (simple annual interest 37%).
Pursuant to our material event disclosures dated 21.03.2019 and 07.12.2020, Vestel Ticaret AŞ (Vestel Ticaret), a 100% subsidiary of Vestel Elektronik, made a negative clearance application to the Competition Authority on 14.05.2019 pursuant to Article 8 of the Law No. 4054 on the Protection of Competition, to request to be allowed to provide after-sales services for Whirlpool's existing products in the market, limited to the period specified in the agreement to be signed between the parties due to the decision of Whirlpool Ev Aletleri Pazarlama ve Ticaret AŞ and Whirlpool Beyaz Eşya Sanayi ve Ticaret AŞ (Whirlpool) to terminate their activities in Turkey. In addition to the negative clearance application submitted by Vestel Ticaret to the Competition Authority; Whirlpool's authorized service providers made an application to the Competition Authority with the allegations that Whirlpool and Vestel Ticaret violated the 4th, 6th and 7th articles of the Law No. 4054 with the so-called secret agreement between them and the said agreement should be cancelled as it hampered market competition. The Competition Board (Board) decided to conduct a preliminary investigation regarding the allegations in question pursuant to Article 40 of the Law No. 4054, and since the parties and subjects of the applications were the same, the preliminary research and Vestel Ticaret's negative clearance application were evaluated together. As a result of its preliminary research the Competition Board, with its decision dated 12.11.2019 and numbered 19-39/612-265, decided not to initiate an investigation, rejecting the complaints pursuant to Article 41 of the Law No. 4054; and decided that the agreement between the parties benefited from block exemption under the Block Exemption Communiqué on Vertical Agreements numbered 2002/2 since Whirlpool, which ended its activities in Turkey and Vestel Ticaret were not in competition. Claimant companies applied to the 11th Administrative Court of Ankara with the request for the annulment of the aforementioned Board Decision; and Ankara 11th Administrative Court, with the decision dated 22.10.2021 and numbered 2020/1409 E., 2021/1772, decided that there was no illegality in the Board Decision and the case was dismissed. Upon the appeal of the dismissal of the case by the claimants; Ankara Regional Administrative Court 8th Administrative Trial Chamber, with its ruling dated 02/11/2022 and numbered 2022/148 E. 2022/1272 K., decided to annul the decision of the Board, which is the subject of the case, on the grounds that it was not sufficient to make a decision as a result of the preliminary investigation while it should have been decided to open an investigation to determine whether the claims of the claimants constituted a violation within the scope of the Law No. 4054. Vestel Ticaret AŞ and the Competition Authority filed an appeal against the stay of execution request in the aforementioned decision of the Court of Appeal, to the 13th Chamber of the Council of State; and the request for stay of execution has not been finalized yet and the decision of the Court of Appeal has not become final. For this reason, the Competition Board, with its decision numbered 23-01/11-M, has decided to open an investigation against Whirlpool and Vestel Ticaret in order to comply with the decision of the Court of Appeal in accordance with Article 28 of the Administrative Procedure Law. As it is known, the opening of an investigation by the Competition Authority cannot be interpreted as the companies subject to the investigation have violated the Law No. 4054 or they shall face or be subject to criminal sanctions within the scope of the Law.
TL 214,000,000 nominally valued Discounted Commercial Paper, which was sold to qualified investors on August 25, 2022 with a maturity of 153 days and with the ISIN Code of TRFVSTL12311, was redeemed as of today (January 25, 2023) with completion of the principal payment of TL 214,000,000.
Vestel Elektronik has announced on December 7, 2022 that the Capital Markets Board had approved the Company's application to issue TL denominated debt instruments up to a nominal value of TL 1,500,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 120,000,000 corporate bond with floating coupon payments with a maturity of 379 days to domestic qualified investors on January 25, 2023. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.
Vestel Elektronik has announced on December 7, 2022 that the Capital Markets Board had approved the Company's application to issue TL denominated debt instruments up to a nominal value of TL 1,500,000,000 and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market. Within this scope, the Company completed the sale of a TL 280,000,000 commercial paper with fixed coupon payment with a maturity of 175 days to domestic qualified investors on January 25, 2023. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.
The interest rate for the second coupon payment of TL 30,000,000 nominally valued Corporate Bond, which was sold to qualified investors to domestic qualified investors on August 1, 2022 with a maturity of 389 days and with the ISIN Code of TRSVSTL82317, has been set as 9.2247% (simple annual interest 37%).
Within the scope of the restructuring of sales and marketing companies abroad, Vestel Germany GmbH, which is based in Germany and wholly-owned by Vestel Ticaret AŞ (Vestel Ticaret), a fully-owned subsidiary of Vestel Elektronik Sanayi ve Ticaret AŞ (Vestel Elektronik), has been merged into Vestel Holland B.V., another wholly-owned subsidiary of Vestel Ticaret. With the merger, all assets, liabilities and operations of Vestel Germany GmbH have been transferred to Vestel Holland B.V. Germany Branch Office, which is established in Germany by Vestel Holland B.V. The merger took place as of December 31, 2022. Following the merger, Vestel Holland B.V. Germany Branch Office will maintain the existing organizational and ownership structure of Vestel Germany GmbH and continue the company's operations. The aforementioned transfer will not affect Vestel Elektronik's position in the German market.
Within the scope of the restructuring of sales and marketing companies abroad, Vestel Poland sp. z o.o., which is based in Poland and wholly-owned by Vestel Ticaret AŞ (Vestel Ticaret), a fully-owned subsidiary of Vestel Elektronik Sanayi ve Ticaret AŞ (Vestel Elektronik), has been merged into Vestel Holland B.V. another wholly-owned subsidiary of Vestel Ticaret. With the merger, all the assets, liabilities and operations of Vestel Poland sp. z o.o. have been transferred to Vestel Holland B.V. Sp. z o.o. Oddział w Polsce, which is a branch established in Poland by Vestel Holland B.V. The merger took place as of January 1, 2023. Following the merger, Vestel Holland B.V. Sp. z o.o. Oddział w Polsce will maintain the existing organizational and ownership structure of Vestel Poland sp. z o.o. and continue the company's operations. The aforementioned transfer will not affect Vestel Elektronik's position in the Polish market.
Zorlu Holding AŞ sold 2,000,000 Vestel Elektronik Sanayi ve Ticaret AŞ ("Vestel Elektronik") shares at a price of TL 64.5 per share on Borsa Istanbul via block sale on December 28, 2022. Following the transaction, the Company's share in Vestel Elektronik declined to 60.95%.
As per the Company's Board of Directors' resolution on 16.12.2022,
It has been decided to sell and transfer the Company's 107,148.5 sqm of land registered in Manisa Province, Organized Industrial Zone III, Section 3307, parcel no. 34 and the building on the cited land to Vestel Beyaz Eşya Sanayi ve Ticaret A.Ş., which is currently occupying the properties as the lessee, in consideration for 674,000,000.00 TL, which is the average of the values determined in the valuation reports, dated 16.12.2022, issued by Gayrimenkul Değerleme ve Danışmanlık A.Ş. and Çelen Gayrimenkul Değerleme ve Danışmanlık A.Ş. both licensed by the Capital Markets Board and to collect the sales price in cash.
Regarding the above-mentioned transaction, as the will of the parties regarding the transaction will become concrete as a result of the parceling and allotment transactions and the property valuation studies, in order to prevent any misleading of investors, the public announcement on the subject was postponed with the decision of the Board of Directors dated 23.11.2022 and numbered 2022/49 within the framework of the Article 6 of the Communiqué on Material Events Disclosure numbered II-15.1.