Regarding the Convertible Bond (CB) issuance of EUR 415 million executed in January, a stock lending facility was established. Under this mechanism, our majority shareholder, Erdemoğlu Holding A.Ş. (Erdemoğlu), lent SASA shares corresponding to a conversion price of EUR 0.0568 (5.68 euro cents), which was calculated by adding a 20% conversion premium to the transaction's reference share price of TRY 2.38. As the conversion of CBs into shares takes place, bond investors return the shares they borrowed to the stock lending facility in accordance with the relevant provisions of the CB Issuance Agreement and its annexes (the Agreement), and these shares are returned to Erdemoğlu.
In line with the conversion requests received from CB investors in March for bonds totaling EUR 115 million 900 thousand, 2 billion 440 million shares issued via a contingent capital increase approved by the CMB (SPK) were delivered to the shareholders. Concurrently, the return of the same amount of shares from the stock lending facility was requested.
Due to the short-selling ban introduced as a precautionary measure against the potential impacts of the ongoing war in our region, it became necessary to adjust the conversion price pursuant to the Agreement. Since the recalculated conversion price differed from the initial price, the number of shares currently owned by Erdemoğlu in the stock lending facility needed to be topped up from 6 billion 750 million shares to 8 billion 736 million shares. Within this framework, out of the 2 billion 440 million shares that Erdemoğlu was entitled to receive, a deduction of 1 billion 987 million shares—which was owed to the stock lending facility as collateral—was executed through a set-off, and the process has been initiated to return the remaining 453 million shares to Erdemoğlu. It must be strongly emphasized that due to the short-selling ban currently in effect in Borsa Istanbul markets, although the 6 billion 297 million shares in the stock lending facility appear as publicly floated in the records, their sale on the market is not possible under current conditions.
In the event of any discrepancy between the Turkish and English versions of this disclosure statement, the original Turkish version shall prevail. SASA disclaims all warranties and makes no representations about the accuracy or completeness of the English translation and assumes no liability for any errors, omissions or inaccuracies that may arise from use of this translation.