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Kap Notices

Acquisition of Levent Baza Gayrimenkul Yatırım AŞ 04.12.2024

In the meeting of our Company's Board of Directors dated 04.12.2024, in accordance with the investment policies and strategies of the Zorlu Group, which our Company is also a part of, it was decided that all of the shares representing the capital of Levent Baza Gayrimenkul Yatırım AŞ, a Zorlu Group company, which is fully owned by Zorlu Gayrimenkul Geliştirme ve Yatırım AŞ and which owns the fixed asset that Vestel Ticaret AŞ, a wholly-owned subsidiary of our Company, currently uses to manage our marketing operations would be purchased by our subsidiary Vestel Ticaret AŞ for a total consideration of 502,464,000 TL, of which 192,100,000 TL would be paid in cash by Vestel Ticaret AŞ and 310,364,000 TL would be paid by Zorlu Holding as a deduction from Vestel Ticaret AŞ's other receivables from Zorlu Holding, within the framework of the valuation report dated 04.12.2024 prepared by Ernst Young Kurumsal Finansman Danışmanlık AŞ, licensed by the Capital Markets Board, in order to strengthen Vestel's global brand image and marketing strategies, manage marketing operations, and also reduce operational costs and increase revenues. The share transfer was completed on 04.12.2024 (today). Since it has been decided that the intra-group purchase transaction will be subsequently evaluated by the Company's Board of Directors within the framework of the valuation report to be prepared, the public announcement was postponed by the Board of Directors' decision dated 25.04.2023 until the purchase transaction is finalized in accordance with the Article 6 of the Capital Markets Board's Communiqué on Material Events Disclosure.

Regarding the Credit Rating of Vestel Elektronik Sanayi ve Ticaret AŞ 02.12.2024

JCR Eurasia Rating has evaluated Vestel Elektronik Sanayi ve Ticaret AŞ in the high investment-level category and assigned the Long-Term National Issuer Credit Rating at "A (tr)" with ‘Negative' outlook. The Long Term International Foreign and Local Currency Issuer Credit Ratings and outlooks have been assigned as "BB/Stable".

Issuance of A Commercial Paper With Fixed Coupon Payment to Qualified Investors 26.11.2024

Vestel Elektronik Sanayi ve Ticaret AŞ completed the sale of a TL 675,000,000 commercial paper with fixed coupon payment with a maturity of 182 days to domestic qualified investors, the transfer of the securities to the customer accounts will be completed today. The debt instrument offers an annual simple interest rate of 50%. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue. 

CMB's approval of the domestic debt securities issuance certificate 25.11.2024

Pursuant to our material event disclosure dated 09.07.2024, the Capital Markets Board's ("CMB") approval for the planned debt issue was announced in the CMB's bulletin dated 21.11.2024 and numbered 2024/53. The approved issuance certificate, its annex and signed application form are presented in the attachment. 

Fitch Ratings Credit Rating Update 21.11.2024

Following its assessment, the international rating agency Fitch Ratings has revised our Company's Local Currency credit rating from "BB-" to "B+." While the Long-Term Foreign Currency credit rating has been maintained at "B+," the outlooks for the ratings have been changed to "Negative."

Coupon Payment and the Redemption of the Commercial Paper with the ISIN Code of TRFVSTLK2418 20.11.2024

TL 400,000,000 nominally valued Commercial Paper, which was sold to qualified investors on June 6, 2024 with a maturity of 167 days and with the ISIN Code of TRFVSTLK2418, was redeemed as of today (November 20, 2024) with completion of th coupon payment amounting to TL 100,567,600 and the principal payment of TL 400,000,000.

Coupon Payment and the Redemption of the Commercial Paper with the ISIN Code of TRFVSTLK2426 20.11.2024

TL 360,000,000 nominally valued Commercial Paper, which was sold to qualified investors on July 4, 2024 with a maturity of 139 days and with the ISIN Code of TRFVSTLK2426, was redeemed as of today (November 20, 2024) with completion of th coupon payment amounting to TL 71,290,080 and the principal payment of TL 360,000,000.

 

Completion of Third Coupon Payment and Announcement of the Interest Rate for the Fourth Payment for the Corporate Bond with the ISIN Code of TRSVSTL22511 07.11.2024

The third coupon payment amounting to TL 51,417,790 on the TL 370,000,000 nominally valued corporate bond which was sold to qualified investors on February 8, 2024 with a maturity of 384 days and trades with the ISIN Code of TRSVSTL22511, was made as of today. The interest rate for the fourth coupon payment has been set as 16.7667%. 

Application to the Capital Markets Board regarding the transfer of the Automotive Business Line to Vestel Mobilite via a partial demerger through associate model 24.10.2024

Pursuant to our material event disclosure dated 22.10.2024, an application has been made to the Capital Markets Board today for the approval of the Announcement Text regarding the demerger. The Announcement Text on Demerger (Part 4) is presented in the attachment.

Regarding Partial Demerger Through Participation Model 22.10.2024

The Board of Directors of Vestel Elektronik Sanayi ve Ticaret Anonim Şirketi took the following decisions:

 

In order to increase managerial effectiveness by gathering our activities in the fields of mobility and energy storage, in which our Company has made significant investments, under the roof of our wholly-owned subsidiary Vestel Mobilite Sanayi ve Ticaret Anonim Şirketi ("Vestel Mobilite"), to enhance the productivity of our growth strategy in the mobility segment, and to create synergy by establishing a more focused structure;

 

  1. To transfer some of the assets and liabilities of our Company to the joint stock company titled "Vestel Mobilite Sanayi ve Ticaret Anonim Şirketi", which is a 100% subsidiary of our Company, with the "partial demerger method through participation model" in a way that does not disrupt the integrity of the business, in accordance with the relevant legislation provisions, within the framework of Articles 159 and 179 of the Turkish Commercial Code ("TCC") No. 6102, Articles 19 and 20 of the Corporate Tax Law No. 5520, the Capital Market Law No. 6362 ("CML"), the Merger and Demerger Communiqué No. II.23.2 ("Communiqué") of the Capital Markets Board ("CMB") and other relevant legislation provisions;
  2. The demerger transaction is to be carried out based on the consolidated financial statements dated 30.06.2024 which have been prepared in accordance with the relevant regulations of the CMB and have undergone a limited independent audit and the statutory financial statements prepared in accordance with the relevant provisions of the Tax Procedure Law dated 30.06.2024,
  3. The demerger ratio and the amount of capital increase to be made at Vestel Mobilite in accordance with the demerger shall be determined based on the determination report regarding the demerger prepared by Ş.A. Yeminli Mali Müşavirlik AŞ and the report prepared by Ernst Young Kurumsal Finansman Danışmanlık AŞ,
  4. According to the Certified Public Accountant Report; in return for the assets and liabilities to be transferred through partial demerger via the participation model, the paid-in capital of Vestel Mobilite will be increased by TL 966,914,621.19 from TL 11,000,000.00 to TL 977,914,621.19 and the new shares to be issued will be allocated to our Company. In this context, there is no need for a capital reduction or an amendment of the articles of association at our Company,
  5. The Demerger Report, Demerger Agreement and financial reports for the last three years and the financial reports for the interim accounting period of 30.06.2024 valid for the demerger shall be submitted to the shareholders for review in accordance with the provisions of the TCC, CMB and relevant legislation,
  6. The Demerger Agreement and the Demerger Report shall be submitted to the shareholders for approval at the General Shareholders' Meeting of our Company,
  7. The assets and liabilities to be transferred by our Company as the party to be demerged shall not be a significant transaction as the significance criteria specified in Article 6 of the CMB's "Communiqué on the Principles Regarding Significant Transactions and the Retirement Right No. II-23.3" within the framework of subparagraph (b) of the first paragraph of Article 5 is not met.

 

The above resolutions were taken unanimously by the Board members present at the meeting.