Aygaz Anonim Sirketi · BIST:AYGAZ
Aygaz Anonim Sirketi — Aygaz — Merger or Acquisition (April 2022)
9 slides from Aygaz Anonim Sirketi's merger presentation, Apr 25, 2022
Slide 1: Transfer of Entek Shares to Tüpraş
TRANSFER OF ENTEK SHARES TO TÜPRAŞ 25 APRIL 2022 Bu doküman Kurum İçi olarak sınıflandırılmıştır. This document is classified as Internal.
Slide 2: Transaction Summary
Transaction Summary Transfer of Entek shares to Tüpraş from Koç Holding through partial demerger & from Aygaz through transfer of shares to shareholders Koç Holding will transfer Entek to Tüpraş and become an indirect shareholder in Entek, through a higher stake in Tüpraş. Aygaz will spin-off Entek
Slide 3: Anticipated Pro-forma Shareholding Structures
Anticipated Pro-forma Shareholding Structures Koç Holding Tüpraş Aygaz Vehbi Koç Koç Pre-Transaction Post-Transaction Foundation Pension Free Float Koç Holding 7% Fund 24.27% 40.68% 2% Other Koç EYAŞ 0.48% 46.4% Free Float1 Koç Family Free Float EYAŞ 49,0% 51,0% Liquid Pet. 26.4% 64% Co Liquid Pet.
Slide 4: Shareholding Structure & Operational Data
Shareholding Structure & Operational Data Entek Entek is growing integrated player in the electricity market. With its vision to become a Pre-Transaction leading integrated player in energy generation, company constantly chases the opportunities both in Turkey and in the international markets. Koç H
Slide 5: Transaction Rationale
Transaction Rationale Based on the result of the studies, it was decided to carry out this transaction due to the following legal and economic reasons: ▪ According to the Strategic Transformation Plan approved by the Tüpraş board in November 2021, one of the important investment areas of Tüpraş is t
Slide 6: Roadmap / Timeline
Roadmap / Timeline CURRENT STATUS Conversion rates disclosed at Public Expert valuation report and Disclosure Platform on 25 April opinion prepared by Ernst & 2022 Application to CMB Young (E&Y) subject to approval by the Capital Markets Board (CMB) NEXT STEPS Voting for the spin-off at Review of th
Slide 7: Summary of the Independent Expert Valuation & Merger / Spin-off Ratios
Summary of the Independent Expert Valuation & Merger / Spin-off Ratios Spin-off Ratios for Aygaz / Entek Aygaz Entek (49.62%) Aygaz Entek New Capital Capital Decrease weight (TL mn) (TL mn) spin-off ratio spin-off ratio (TL mn) (TL mn) DCF 25% 15.561 3.409 78,09% 21,91% 234,27 65,73 Peer Companies 2
Slide 8: Contacts
Contacts Koç Holding Tüpraş Aygaz investorrelations@koc.com.tr Nursel Ilgen, CFA, Coordinator Levent Bayar, Head of IR Ali Sencer Turunç, Director Investor Relations Investor Relations Corporate Finance and Strategy nurseli@koc.com.tr levent.bayar@tupras.com.tr sencer.turunc@aygaz.com.tr +90 216 531
Slide 9: Disclaimer
Disclaimer This presentation does contain forward-looking statements that reflect the Company management’s current views with respect to certain future events based on the base-case assumptions. Although it is believed that the expectations reflected in these statements are reasonable, they may be a