Back
  1. Homepage
  2. Vestl Investor Relations
  3. Material Event Disclosures
  4. Kap Notices

Kap Notices

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.

Coupon Payment and the Redemption of the Commercial Paper with the ISIN Code of TRFVSTL92412 26.09.2024

TL 600,000,000 nominally valued commercial paper, which was sold to qualified investors on 2 May, 2024 with a maturity of 147 days and trades with the ISIN Code of TRFVSTL92412 , was redeemed as of today (September 26, 2024) with completion of coupon payment amounting to TL 144,986,400 and the principal payment of TL 600,000,000.

Signing of an MoU with the VIDAA International Holdings BV 18.09.2024

Our Company has signed a letter of intent to acquire a 4.64% stake in VIDAA International Holdings BV, the owner of VIDAA, a leading smart TV operating system and streaming platform with the aim to enhance its competitive edge in the platform world, which has become the key factor in consumer choices in TV purchases and position itself as a key player in the TV ecosystem. VIDAA International Holdings BV is a subsidiary of Hisense, the world's second largest and China’s largest TV manufacturer. Discussions between the parties are ongoing.

Currently, there are over 30 million smart TVs in the market running on the VIDAA operating system, making it the second-largest TV operating platform in the world with an approximately 8% global market share. 

Through this partnership, Vestel aims to enrich its existing global TV platform portfolio and solidify its position in the global TV platform ecosystem. VIDAA’s innovative interface and rich content will enable the development of new product ranges for new markets and customers, contributing to Vestel’s global growth strategy. It will also open doors for new collaborations with the brands and retailers using the VIDAA operating system.

Upon completion of the share transfer, Vestel and VIDAA International Holdings BV will enter into an advertising revenue-sharing agreement, which will allow Vestel to generate advertising revenues based on the sales of TVs carrying the VIDAA’s platform. With this agreement Vestel will generate recurring advertising revenues in addition to its TV sales revenues. According to Omdia, a global technology research and advisory firm, global advertising revenues from smart TV devices amounted to US$31.5 billion as of 2023 and are expected to reach US$49 billion in 2025. Developments will be shared with the public in full and on time.

Opening of a Vestel Store in Berlin, Germany and Launch of an E-Commerce Website 29.08.2024

In parallel with our global growth strategy, our Company aims to enhance its presence and visibility through its brands in relevant international markets and in line with these goals, it has been decided that "Vestel Holland B.V. Germany Branch Office", the German branch of Vestel Holland B.V., an indirect 100% subsidiary of our Company through our wholly-owned subsidiary Vestel Ticaret A.Ş., will open a physical store of Vestel, the global main brand of our Company, in Berlin, Germany and launch an e-commerce website (http://www.vestel.com/de), which will provide products and services to all cities in Germany, to support our omnichannel sales and/or marketing approach, in order to conduct sales, marketing, advertising, promotion and similar activities with the strategy of offering our products and services directly to consumers.

Coupon Payment and the Redemption of the Commercial Paper with the ISIN Code of TRFVSTL82421 21.08.2024

TL 500,000,000 nominally valued commercial paper, which was sold to qualified investors on June 27, 2024 with a maturity of 55 days and trades with the ISIN Code of TRFVSTL82421, was redeemed as of today (August 21, 2024) with completion of coupon payment amounting to TL 39,178,500 and the principal payment of TL 500,000,000.

Fourth Coupon Payment and the Redemption of the Commercial Paper with the ISIN Code of TRFVSTL82413 21.08.2024

TL 190,000,000 nominally valued commercial paper, which was sold to qualified investors on August 25, 2023 with a maturity of 362 days and trades with the ISIN Code of TRFVSTL82413, was redeemed as of today (August 21, 2024) with completion of fourth coupon payment amounting to TL 25,804,660 and the principal payment of TL 190,000,000.

Completion of Third Coupon Payment and Announcement of the Interest Rate for the Fourth Coupon Payment for the Corporate Bond with the ISIN Code of TRSVSTLA2415 21.08.2024

The third coupon payment amounting to TL 71,700,662 on the TL 517,000,000 nominally valued corporate bond, which was sold to qualified investors on November 22, 2023 with a maturity of 379 days and trades with the ISIN Code of TRSVSTLA2415, was made as of today. The interest rate for the fourth coupon payment has been set as 16.3507%.

Issuance of A Commercial Paper With Fixed Coupon Payment to Qualified Investors 21.08.2024

Vestel Elektronik Sanayi ve Ticaret AŞ completed the sale of a TL 220,000,000 commercial paper with fixed coupon payment with a maturity of 161 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 52%. Ak Yatırım Menkul Kıymetler AŞ has acted as the financial intermediary for the issue.

Signing of an MoU with the Hiconics Eco-energy Technology 09.08.2024

A non-binding Memorandum of Understanding (MoU) is signed between Vestel Mobilite Sanayi ve Ticaret AŞ, a wholly-owned subsidiary of Vestel Elektronik Sanayi ve Ticaret AŞ, and Hiconics Eco-energy Technology, which is part of the Chinese Midea Group, to explore potential collaboration opportunities in the areas of design, production, marketing and sales of residential energy storage products for the Turkish and European markets, as well as joint development of products according to market needs. Developments will be fully and promptly disclosed to the public.

Completion of Second Coupon Payment and Announcement of the Interest Rate for the Third Coupon Payment for the Corporate Bond with the ISIN Code of TRSVSTL22511 08.08.2024

The second coupon payment amounting to TL 50,101,330 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 third coupon payment has been set as 13.8967%