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Announcements

04.12.2019About the Signing of a New Contract

Our company and Qatar’s leading furniture company have signed a contract regarding the delivery of free-standing furniture within the scope of the “QF Housing Project,” with a total value of $1,676,516 (approximately 9,621,525 Turkish lira).

Our company and Bahrain’s leading furniture company have signed a contract regarding the delivery of free-standing furniture within the scope of the “Hotel Project,” with a total value of $482,746 (approximately 2,770,450 Turkish lira).

Contractual work will be completed in three months.

29.11.2019Forward-Looking Evaluations

Pursuant to Article 10 of the Communiqué numbered 15.1 on Material Events Disclosure, our Company’s expectations for the 2019 financial year has been updated and our financial assessments for 2020 are provided below.

In our Company’s announcement dated December 20, 2018, for the year 2019, the sales revenue growth target was announced as 25 percent, the EBITDA margin target as above 15 percent, the number of new retail stores to be opened in Turkey as 53, and the new retail stores to be opened abroad as 19. According to updated 2019 expectations, the sales revenue growth target is 5 percent and the sales channels growth target is 10 percent. In addition, our company expects the EBITDA margin for 2019 to be 10-11 percent.

Our Company’s 2020 targets are;

  • a 27-30 percent growth in consolidated sales revenues,
  • a 13-15 percent growth in sales channels,
  • a 13-15 percent consolidated EBITDA margin.

 

 

 

04.11.2019Management Changes

Mr. Mustafa Karak has resigned from his post as General Manager of our Company’s Kelebek brand.Until a new general manager is appointed, our Board Member Mr. İsmail Doğan has assumed his duties.   

24.10.2019Forward Looking Evaluations

Our Chairman and CEO Davut Doğan will make forward-looking evaluations on the Kelebek brand at the press meetinghe will hold today (October 24, 2019). It has been resolved that a disclosure would be made by our Company’s Board of Directors addressing our forward-looking evaluations within the scope of Article 10 of the Communiqué on Material Events Disclosures Serial No: II-15.1. 

The forward-looking explanations made by our Chairman and CEO Davut Doğan are as follows:“Kelebek is Turkey’s oldest, most experienced and first institutional brand.We have decided to make it a ‘Collective and Global’ brand, by strategically re-positioning it. Our primary objective is to make Kelebek products available everywhere in Turkey, by delivering new Kelebek franchises in every province  and certain major districts.We have established 16 stores in 11 countries: Austria, the Turkish Republic of Northern Cyprus, Malta, Sri Lanka, India, Azerbaijan, Libya, Saudi Arabia, Iraq and recently in Mauritius and Qatar. Our target is to reach 60 overseas stores in five years.

In the domestic market, we have increased our number of stores from 120 to 135 at the end of the year. We plan to further increase this number to 300 in five years with our collective brand strategy. In addition, we will restructure our Kelebek Kitchen brand. Kelebek Kitchen has undertaken numerous prestigious projects the end of the  year, and then to 40 by executing our five-year plan. With the help of our kitchen and bathroom stores, we will re-establish ourselves in project-based pitching. This way, with the help of our Kelebek Furniture and Kelebek Kitchen brands, we will increase the number of our stores to 400 (300 domestic furniture, 60 overseas and 40 kitchen stores) in line with our five-year targets at home and abroad.”

22.08.2019TURQUALITY® Support Program

The application by our Company to the Republic of Turkey, Ministry of Economics, to request enrollment of our KELEBEK brand in the TURQUALITY® Support Program was deemed positive. We have been advised that our KELEBEK brand will be enrolled in the TURQUALITY® Support Program specified in Article 11 of the “Communiqué on Branding of Turkish Products and Cultivation of Made-In-Turkey Image and Supporting TURQUALITY® Abroad,” No: 2006/4 dated July 5, 2019. Our Company foresees that the TURQUALITY® Program will make a significant contribution to the growth of our Kelebek brand in the global markets.

Respectfully declared to the public.

26.07.2019Resignation of Board Member and Election of New Member

Mr. Hüseyin Doğan Türkmen, one of the members of the Board of Directors of our Company, resigned from the Board of Directors effective today (July 26, 2019). Mr. İsmail Doğan was appointed to the vacant seat at the Board of Directors in accordance with Article 363 of the Turkish Commercial Code, and this appointment will be submitted for approval at the next General Assembly Meeting.

İsmail Doğan worked as General Manager of Doğtaş for 25 years, between 1987 and 2012.He served as the President of the Association of Mosder Turkey Furniture Industrialists between 2016 and 2017. He also served as Member of the Board of Directors at Doğanlar Yatırım Holding, and Construction Group Head for five years. 

14.06.2019Registration of 2018 Ordinary General Assembly Meeting

General Assembly Registry  
Were The Minutes Registered?  Yes
Date of Registry 10.06.2019

Additional Explanations

The Ordinary General Assembly Meeting of our Company for 2018 that was held on May 24, 2019 was registered by the Istanbul Trade Registry Office on June 10, 2019, and later announced in the Turkish Trade Registry Gazette Issue No. 9848 dated June 14, 2019

24.05.2019Approval of the Independent Audit Company Selection by the General Assembly

At its meeting held on 23 May 2019, our Company’s Board of Directors resolved that Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş.  was selected to audit our Company’s financial statements for 2019. This selection was approved at the General Assembly held today (May 24, 2019). 

 

24.05.2019General Assembly Resolution on 2018 Dividend Distribution

   
Board Decision Date 24.04.2019
Date of Related General Assembly 24.05.2019
Was The Issue of Dividend Payment Negotiated? Discussed
Currency Unit TRY
Type of Stock Dividend Payment Will Not Be Paid

Additional Explanations

The resolution to transfer the period loss for 2018 to the Retained Earnings account was submitted to and approved at the General Assembly .

24.05.20192018 Ordinary General Assembly Meeting Resolutions

General Assembly Results  
Was The General Assembly Meeting Executed? Yes
General Assembly Results

At the Ordinary General Assembly Meeting of our Company that convened today

our Board of Directors’ Annual Report for 2018, and Independent Auditor’s Report for 2018, and the accompanied Financial Statements were discussed and approved.

The General Assembly was updated on the required measures to be implemented in light of the Qualified Independent Audit Report.

The General Assembly was informed about the remuneration policy for senior executives, and Board Members were released separately for the 2018 operations and activities.

It was resolved that the loss of 89,210,008 Turkish lira occurred in 2018 would be transferred to retained earnings.

The selection of Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. to audit the 2019 financial statements and reports was approved.

Information was provided regarding the Company donations in 2018, and the donation

upper limit was set as 200,000 Turkish lira for 2019. The General Assembly was updated about

the Collateral Securities, Pledges and Mortgages issued by the Company in favor of third parties and the emoluments and benefits provided to Company’s top executives.

 

Decisions Regarding Corporate Actions

 

Dividend Payment

Discussed
General Assembly Outcome Documents  
Appendix: 1 Genel Kurul Toplantı Tutanağı.pdf - Minute
Appendix: 2 Hazır Bulunanlar Listesi.pdf - List of Attendants

 

Additional Explanations

The Ordinary General Assembly Meeting of our Company for 2018 was held on May 24, 2019 (today) at “Idealtepe, Rıfkı Tongsir Caddesi No: 107 Maltepe, Istanbul” at 10:30 a.m. and the List of Attendees as well as the Minutes  of the Meeting accompany our disclosures.

23.05.2019Determination of Independent Audit Company

At the meeting of our Company’s Board of Directors held on May 23, 2019, pursuant to the Capital Markets Board’s (CMB) Communiqué on Independent Audit Principles in Capital Markets, Güreli Yeminli Mali Müşavirlik ve Bağımsız Denetim Hizmetleri A.Ş. was selected as the independent audit company for 2019 following the recommendation of the Audit Committee, and it was resolved that this selection would be submitted for the approval of the 2018 Ordinary General Assembly of the Company.

22.05.2019Registration of Articles of Association Amendment

Date Of Registry :  20.05.2019

Additional Explanations

Regarding the increase of our Company’s paid-in capital from 209,069,767 Turkish lira to 269,069,767 Turkish lira, the amended version of Article 6 of the Company’s Articles of Association, titled “Company’s Capital,” has been registered by the Istanbul Trade Registry Office. Respectfully declared to the public.

15.05.2019CMB’s Approval of Articles of Association Amendment

Capital Market Board Application Date Regarding Articles of Association

Other Aspects To Be Notified
Number of Articles of Association Item To Be Amended Madde 6
Capital Market Board Application Date Regarding Articles of Association 15.04.2019
Capital Market Board Application Result Regarding Articles of Association APPROVAL
Capital Market Board Approval Date Regarding Articles of Association 09.05.2019
Capital Market Board Application Date 11.01.2019
Capital Market Board Application Result Approval
Capital Market Board Approval Date 14.02.2019

Additional Explanations

Regarding the increase of our Company’s paid-in capital from 209,069,767 Turkish lira to 269,069,767 Turkish lira, the Capital Markets Board has granted its approval for the amendment of Article 6 of the Company's Articles of Association, titled “Company’s Capital.”

24.04.2019Notification Regarding Dividend Payment

   
Board Decision Date 24.04.2019
Date of Related General Assembly 24.05.2019
Type of Cash Dividend Payment Cash Dividend Will Not Be Paid
Type of Stock Dividend Payment Will Not Be Paid

 

 Amount and Rate of Cash Dividend Payment

Share Group Info

Payment

Cash Dividend To Be Paid For Share With Par Value of 1 TL - Gross (TL) Cash Dividend To Be Paid For Share With Par Value of 1 TL - Gross (%) Withholding Rate (%)

Cash Dividend To Be Paid For Share With Par Value of 1 TL - Net (TL)

Cash Dividend To Be Paid For Share With Par Value of 1 TL - Net (%)
DGKLB, TRAKLBMO91C0   0,0000000 0 0 0,0000000

0

Amount and Rate of Cash Dividend Stock Dividend Payment

Share Group Info Amount of Stock Dividend (TL) Rate of Stock Dividend (%)
DGKLB, TRAKLBMO91C0 0 0

DIVIDEND DISTRIBUTION TABLE

DOĞTAŞ KELEBEK MOBİLYA SANAYİ VE TİCARET A.Ş. 01.01.2018/31.12.2018 Period Dividend Payment Table (TL)  
1.Paid-In / Issued Capital 209.069.767
2. Total Legal Reserves (According to Legal Records) 607.177
* Based on CMB Regulations Based on Legal Records
3. Current Period Profit -101.830.772 -107.750.098
4. Taxes Payable (-) 12.611.764 0
5. Net Current Period Profit -89.219.008 -107.750.098
6. Losses in Previous Years (-) -82.038.854 -88.756.566
7. Primary Legal Reserve (-) 0 0
8. NET DISTRIBUTABLE CURRENT PERIOD PROFIT 0 0
Dividend Advance Distributed (-) 0 0
Dividend Advance Less Net Distributable Current Period Profit 0 0
9. Donations Made during the Year ( + ) 12.059 12.059
10. Donation-Added Net Distributable Current Period Profit on which First Dividend Is Calculated 0 0
11. First Dividend to Shareholders 0 0
* Cash 0 0
* Stock    
12. Dividend Distributed to Owners of Privileged Shares 0 0
13. Other Dividend Distributed 0 0
* To the Employees 0 0
* To the Members of the Board of Directors, 0 0
* To None Shareholders 0 0
14. Dividend to Owners of Redeemed Shares 0 0
15. Second Dividend to Shareholders 0 0
16. Secondary Legal Reserves 0 0
17. Statutory Reserves 0 0
18. Special Reserves 0 0
19. EXTRAORDINARY RESERVES 0 0
20. Other Distributable Resources 0 0

 

22.04.20192018 Ordinary General Assembly Meeting

General Assembly Invitation  
Type of General Assembly Annual
Begining of The Fiscal Period 01.01.2018
End of The Fiscal Period 31.12.2018
Decision Date 22.04.2019
General Assembly Date 24.05.2019
General Assembly Time 10:30
Record Date 23.05.2019
Country Turkey
City İSTANBUL
District MALTEPE
Address İdealtepe Mahallesi Rıfkı Tongsir Caddesi No:107 Maltepe İstanbul

 

Agenda Items

1 -  Opening and Election of the President, authorizing the President for signing the minutes of the meeting,

2 -  Reading, discussing and approving the Annual Report of 2018

3 -  Reading the summary of Independent Audit Report related to the accounting year of 2018,

4 -  Reading, discussing and approving the Financial Statements related to the accounting period of the year 2018,

5 -  Presenting information to the General Assembly regarding the measures will be taken due to the qualified opinion stated by Independent Audit  Company, in compliance with Turkish Code of Commerce article 403rd,

6 -  Acquitting the members of the Board of Directors due to the activities of the company for the year 2018

7 -  Discussing and deciding on the proposal of Board of Directors regarding 2018 profit,

8 -  Pursuant to Corporate Governance Principles, informing the Shareholders about the remuneration policy towards the Members of the Board of Directors and top managers and about the payments made within the scope of this policy,

9 -  Approval of the selection of the Independent Audit Company proposed by the Board of Directors, in line with the suggestion of Audit    Committee for the year of 2019,

10 - Informing General Assembly within the context of II-17.1 Corporate Governance Principles (principle 1.3.6) of Capital Markets Board,

11 -  Presenting information to the shareholders about the guarantee, pledge, mortgage and bails given in 2018 in favor of third parties by the company within the context of Capital Markets Board regulation,

12 -  Presenting information to the shareholders about the donations granted in 2018 and determination the upper limit for donations in 2019, within the context of Capital Markets Board regulation,

13 -  Granting of permission to the board of directors to fulfil a duty in accordance with articles 395 and 396 of Turkish Commercial Code, Capital Markets Board legislation and presenting information to the shareholders concerning the transactions done in the year 2017 in line with Corporate Governance Principles,

14 -  Wishes and closin

Corporate Actions Involved In Agenda
Divident Payment

 

General Assembly Invitation Documents  
Appendix: 1 General Assembly Informing Document
Appendix: 2 Announcement Document

 

Additional Explanations

Board of Directors decided that Ordinary General Assembly Meeting will be convened on May 24th, 2019, Friday at 10:30 am, in the company’s headquarter, İdealtepe Mahallesi Rıfkı Tongsir Caddesi No:107 Maltepe İstanbul. General Assembly Meeting invitation announcement including Agenda of the Ordinary General Assembly Meeting for the year 2018 and proxy form and information document including required announcements in accordance with Capital Markets Board regulations can be found in the attachment.

15.04.2019Application to the CMB to amend Article 6 of the Articles of Association following the capital increase.

Other Aspects To Be Notified
Number of Articles of Association Item To Be Amended Article 6
Capital Market Board Application Date Regarding Articles of Association 15.04.2019
Capital Market Board Application Date 11.01.2019
Capital Market Board Application Result Approval
Capital Market Board Approval Date 14.02.2019

Additional Explanations

Regarding the increase of our Company’s paid-in capital from 209,069,767 Turkish lira to 269,069,767 Turkish lira, an application was filed with the Capital Markets Board today (April 15, 2019), to obtain the Board’s consent for the amendment of Article 6 of the Company’s Articles of Association, titled “Company’s Capital.”

Supplementary Documents

Appendix: 1 Esas Sözleşme Tadil Metni.pdf

 

Click for details

01.04.2019Unusual Price and Amount Movements

Please find below our explanation in response to Borsa Istanbul A.Ş.'s Letter No. BİAŞ-2704 on unusual price and amount movement, dated March 29, 2019.

Pursuant to Article 8, entitled "Unusual Price and Amount Movements," in the Capital Markets Board Communiqué No: II-15.1 on Material Events Disclosures, concerning unusual price and amount movements on companies' shares, there are no material disclosures that our company have not made public.

26.03.2019Re-Designating the Committee Members in the Board of Directors

Pursuant to the Corporate Governance Communiqué No. II-17.1 of the Capital Markets Board (CMB), Doğtaş Kelebek has decided to re-organize the committees within the Board of Directors, following recent changes in the membership.

Committee Name     

Committee Members

Audit Committee Hayrettin Kaplan (Committee President)
Audit Committee Bekir Özkan Hakan Yavaşal (Committee Member)
Corporate Governance Committee Hayrettin Kaplan (Committee President)
Corporate Governance Committee  Ümit Demirhan  ( Committee Member)
Corporate Governance Committee  Aysun Vardan  ( Committee Member)
Risk Committee  Hayrettin Kaplan (Committee President)
Risk Committee              Tarık Aksoy ( Committee Member)
Risk Committee              Saniye Selin Uras ( Committee Member)

 

21.03.2019Investor Relations Department

Upon Ms. Fevruze Aslı Kondu's resignation, Ms. Aysun Vardan has been assigned to the vacant position of Investor Relations Manager.

 

Investor Relations Manager - Aysun Vardan   

Sermaye Piyasası Faaliyetleri Düzey 3 Lisansı (Lisans No : 207088)

Phone :216 425 1224

E-mail address : ir@dogtaskelebek.com 

 

 

15.03.2019Outcome of Application for Exemption from Obligation to Bid for a Share Purchase

Doğanlar Yatırım Holding A.Ş.’s application submitted to the Capital Markets Board to request “exemption from the obligation to bid for a share purchase,” in accordance with Article 18 (a) of the Capital Markets Board’s Communiqué on Share Purchases (Serial No: II.26.1), was approved as per the Capital Markets Board’s Resolution No: 17/370 dated March 14, 2019.

Respectfully declared to the public

11.03.2019Transactions Performed under Article 376 of the Turkish Commercial Code (“TCC”).

Financial statements of our Company have been reported in accordance with the CMB regulations dated September 30, 2018. Our Company’s equity account reported in our financial statements has a negative balance of (-)3,687,960 Turkish lira.

The main reason for the negative balance of our equity account reported in the December 31, 2018 balance sheet of our Company, which continues its production, sales and operations, is the foreign exchange losses reflected in our income statement and balance sheet in 2018.

The communique on the procedures and guidelines for the implementation of Article 376 of the Turkish Commercial Code No. 6102 states:

“Until January 1, 2023, companies may decide not to reflect any currency losses that arise from outstanding foreign exchange liabilities to the calculations to be made in relation to a capital loss within the scope of Article 376 of the TCC.”

- Even though the exchange rate expenses reflected to the equity account from 2018 income statement is 47,293,687 Turkish lira, the exchange rate expenses resulting from outstanding foreign currency liabilities for the same period is 13,907,800 Turkish lira. 

- Considering that the actual exchange rate expense is 13,907,000 Turkish lira and the Company’s brand, which is its off-balance sheet asset, is 32,500,000 Turkish lira, according to the balance sheet produced as per Article 376 of the TCC, Doğtaş Kelebek Mobilya Sanayi ve Ticaret A.Ş’s equity has been assessed to be 77,946,888 Turkish lira.

In addition, as per the Issue Certificate approved as per the Capital Markets Board’s Resolution No: 10/221 dated February 14, 2019, our Company’s issued Capital has been increased from 209,069,767 Turkish lira to 269,069,767 Turkish lira.

27.02.2019Application for exemption from obligation to bid for a share purchase

Doğanlar Yatırım Holding A.Ş. has completed a capital increase to strengthen the financial structure and equity of Doğtaş Kelebek Mobilya Sanayi ve Ticaret A.Ş., and has filed a petition with the Capital Markets Board to request “exemption from obligation to bid for a share purchase” in accordance with Article 18 (a) of the Capital Markets Board’s Communiqué on Share Purchases (Serial No: II.26.1) to make this increase happen.

Respectfully declared to the public.

20.02.2019Completion of the Capital Increase through block sale of new share issue

Concerning the shares issued due to the increase of our issued Capital from 209,069,767 Turkish lira to 269,069,767 Turkish liragranted under the Issue Certificate approved as per the Capital Markets Board’s Resolution No: 10/221 dated February 14, 2019,the block sale of shares to Doğanlar Yatırım Holding A.Ş. was completed within the period specified under the Implementation Procedures and Guidelines for Block Trades. The sale, which covered the issue of 60,000,000 Turkish lira par value shares, materialized at the price of 1.15 Turkish lira per share with a par value of 1.00 Turkish lira, in accordance with the Borsa İstanbul A.Ş.’s “Implementation Procedures and Guidelines for Block Trades.” Necessary applications will be made for the registration of the issued capital as 269,069,767 Turkish lira. Following the transaction completed today (February 20, 2019) in accordance with the Implementation Procedures and Guidelines for Block Trades, the final shareholder structure of our company is as follows:

Supplementary Documents

Appendix: 1 Ortaklık yapısı.pdf

 

Click for details

18.02.2019Notification Regarding Capital Increase – Decrease

Summary Info Capital Markets Board Issue Certificate
Board Decision Date 29.01.2019
Authorized Capital (TL) 350.000.000
Paid-in Capital (TL) 209.069.767
Target Capital (TL) 269.069.767

Rights Issue (Allocated)

Share Group Info Paid-in Capital (TL) Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL) Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%) New Shares' ISIN Form Amount of Shares Cancelled (TL)
DGKLB, TRAKLBMO91C0 209.069.767 60.000.000 28,69855 DGKLB, TRAKLBMO91C0 Bearer  

 

  Paid-in Capital (TL) Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL) Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%) Amount of Shares Cancelled (TL)
TOTAL 209.069.767 60.000.000,000 28,69855  

 

The Person Increased CapitalDevoted Doğanlar Yatırım Holding A.Ş

Other Aspects To Be Notified

 
Capital Market Board Application Date 11.01.2019
Capital Market Board Application Result Approval
Capital Market Board Approval Date 14.02.2019

Additional Explanations

Please find below, the Issue Certificate approved as per the Capital Markets Board’s Resolution No: 10/211 dated February 14, 2019, in connection with our Company’s capital increase through block sale of new share issue.

Supplementary Documents

Appendix: 1          Doğtaş Kelebek İhraç Belgesi.MühürlüFINAL.pdf

Click for details

01.02.2019Notification Regarding Capital Increase - Decrease

Summary Info

Capital Increase Through Block Sale of New Share Issue Under Registered Capital Ceiling

Reason of Correction

Details of the resolution on the Subject and a new Board of Directors resolution

Board Decision Date

29.01.2019

Authorized Capital (TL)

350.000.000

Paid-in Capital (TL)

209.069.767

Target Capital (TL)

269.069.767

 

 

Rights Issue (Allocated)

 

Share Group Info

Paid-in Capital (TL)

Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL)

Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%)

New Shares' ISIN

Form

Amount of Shares Cancelled (TL)

DGKLB, TRAKLBMO91C0

209.069.767

60.000.000

28,69855

DGKLB, TRAKLBMO91C0

Bearer

 

 

 

 

Paid-in Capital (TL)

Amount of Private Placement Through Capital Increase By Restraining Preemptive Rights (TL)

Proportion of Private Placement Through Capital Increase By Restraining Preemptive Rights To The Capital (%)

Amount of Shares Cancelled (TL)

TOTAL

209.069.767

60.000.000,000

28,69855

 

 

The Person Increased Capital Devoted

Doğanlar Yatırım Holding A.Ş

Other Aspects To Be Notified

Capital Market Board Application Date

11.01.2019

Additional Explanations

The Company’s Board of Directors met at the company’s headquarters on January 29, 2019, and agreed on the following matters concerning capital increase through block sale of a new share issue:

  • Our Company has registered a capital ceiling of 350,000,000 (three hundred fifty million) Turkish lira, and  our issued capital amounts to 209,069,767 (two hundred and nine million, sixty-nine thousand, seven hundred and sixty-seven) Turkish lira, which is divided into 20,906,976,700 (twenty billion, nine hundred and six million, nine hundred and seventy-six thousand, seven hundred) shares, each with a par value of 0.01 Turkish lira; and  this issued capital will be increased by 60,000,000 (sixty million) Turkish lira (representing an increase of 28.698 percent) to 269,069,767 (two hundred and sixty-nine million, sixty-nine thousand, seven hundred and sixty-seven) Turkish lira;

  • Under the authority vested by Article 10 of the Company’s Articles of Association, titled “Increasing and Reducing the Capital,” our Board of Directors resolved that by restricting partners’ preemption rights, the issue of shares with 60,000,000 Turkish lira par value will be offered solely to Doğanlar Yatırım Holding A.Ş. as a private offering without going to the public.

  • Out of the funds Doğanlar Yatırım Holding A.Ş. will commit to our Company in the form of capital injection due to its block acquisition of new shares, the proceeds of the 60,000,000 Turkish lira payment will be offset against the outstanding past due cash obligations our Company owes to Doğanlar Yatırım Holding A.Ş.;

  • The unit price of shares to be issued by our Company and sold to Doğanlar Yatırım Holding A.Ş. with an above-par value at the minimum, will be determined within the margins applicable to the base price formed in accordance with Borsa Istanbul A.Ş.’s (“BIST”) Implementation Procedures and Guidelines for Block Trades (“IPG”). The 6,000,000,000 (six billion) shares (each with a par value of 0.01 Turkish lira) to be issued in total under this capital increase xwill be bearer shares traded at the BIST;

  • The proceeds of the capital increase will be used for the following needs:

    Planned Use of Proceeds

    Turkish Lira

    1. Payment of Bank Loans

    27,000,000

    2.  Payment of Trade Payables

    29,500,000

    3.  For Working Capital Needs

    3,500,000

    TOTAL

    60,000,000

    · An application will be filed with the Capital Markets Board for approval of the issue certificate within the scope of this resolution;

    · An intermediation agreement will be signed with Gedik Yatırım Menkul Değerler A.Ş. for the services to be provided for the capital increase through block sale of new share issue and the sale of shares to be issued subject to the principles and time frames specified in this resolution and related legislation; and  the Management will be authorized to execute all kinds of actions to be taken and transactions to be performed within the scope of this resolution.

 

11.01.2019About Application to the Capital Markets Board for Capital Increase

Capital Increase through Rights Issue (Allotted)

Share Group Info Current Capital (TRY) Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (TRY) Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (%) Securities to be Issued Description Canceled Stock (TRY)
DGKLB, TRAKLBMO91C0 209,069,767 60,000,000 28.69855 DGKLB, TRAKLBMO91C0 Bearer  

 

   

Current Capital (TRY)

 

Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (TRY)

Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (%)  

Canceled Stock (TRY)

 

TOTAL

209,069,767 60,000,000.000 28.69855  

 

Capital Increase Recipient Doğanlar Yatırım Holding A.Ş
Other Mandatory Issues to Report  

CMB Application Date

January 11, 2019

As stated in our material events disclosure dated January 10, 2019; we applied to the Capital Markets Board on January 11, 2019 to increase the Company’s share capital to 269,069,767 Turkish lira from 209,069,767 Turkish lira through an allotted rights issue amounting to 60,000,000 Turkish lira, which will be fully payable in cash. This transaction will not exceed our registered capital ceiling of 350,000,000 Turkish lira.

 

10.01.2019About Capital Increase Through Allotted Rights Issue Under Registered Capital Ceiling

Capital Increase through Rights Issue (Allotted)

Share Group Info

Current Capital (TRY)


 
Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (TRY) Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (%) Securities to be Issued Description Canceled Stock (TRY)
DGKLB, TRAKLBMO91C0 209,069,767 60,000,000 28.69855 DGKLB, TRAKLBMO91C0 Bearer  

 

  Current Capital (TRY) Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (TRY) Allotted Capital to Be Raised Without Permitting Exercise of Pre-Emptive Rights (% Canceled Stock (TRY)
TOTAL 209,069,767 60,000,000.000 28.69855  

 

Capital Increase Recipient Doğanlar Yatırım Holding A.Ş


The shareholders of Doğanlar Yatırım Holding A.Ş consist of Doğan family members (Davut Doğan, Adnan Doğan, İsmail Doğan, Şadan Doğan, İlhan Doğan, Murat Doğan). This capital increase confirms the confidence Doğanlar Yatırım Holding A.Ş. has in the strength of Dogtaş Kelebek brands and the Turkish economy. While the aim of this capital increase is to improve the corporate ratios, it will also contribute to EBITDA margins by facilitating procurement and supplier financing.

The Board of Directors has resolved the following:

Under our Company’s registered capital ceiling of 350,000,000 (three hundred and fifty million) Turkish lira, our paid-in capital of 209,069,767 (two hundred and nine million, sixty-nine thousand, seven hundred and sixty-seven) Turkish lira, which represents 20,906,976,700 (twenty billion, nine hundred and six million, nine hundred and seventy-six thousand, seven hundred) unit shares, each valued at 0.01 Turkish lira par value, will be increased by 60,000,000 (sixty million) Turkish lira (representing an increase of 28.698%) to 269,069,767 (two hundred and sixty-nine million, sixty-nine thousand, seven hundred and sixty-seven) Turkish lira. Using the powers vested in Our Board of Directors under Article 10 “Increase and Decrease of Capital” of the Articles of Association, there will be no public offer floated, and the shareholders will be prevented from buying additional new shares. Additionally, all shares will be sold to Doğanlar Yatırım Holding A.Ş., as allotted in the following table, against full cash payment and through the rights issue priced at par value or above, set within the margins to be applied to the base price to be formed in accordance with the Borsa İstanbul A.Ş. (“Istanbul Stock Exchange”) Implementation of Procedures and Principles (“IPP”) for Wholesale Buying and Selling Transactions.

Shareholder Info Allotted Amount (TRY)
Doğanlar Yatırım Holding A.Ş 60,000,000
Total 60,000,000

The shares to be issued under this capital increase, which total 6,000,000,000 (six billion) unit shares, each valued at 0.01 Turkish lira par value, will be eligible for trading at the Stock Exchange, and the Company will apply to the Capital Markets Board for approval of the certificate of the share issue under this resolution;

We will sign an brokerage contract with Gedik Yatırım Menkul Değerler A.Ş. for the capital increase through allotted rights issue and the sale of allotted rights in accordance with the guidelines and deadlines set forth by this resolution and other relevant legislation. The Company management shall be authorized to undertake any business dealings and perform any transactions needed to fulfill the requirements under this resolution.