2013 Material Disclosures

Transcription

MATERIAL DISCLOSURE FORM
Title of partnership
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
Ahi Evran Caddesi No:6 Aksoy Plaza Kat:7
Maslak 34398 Şişli İstanbul
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Declaration pursuant to the Communique by the Capital
Markets Board Serial: VIII, no. 54.
İstanbul, 25.12.2013
No: TP.A.Yİ.2013.1835
Material Disclosure:
About News on the Press
BORSA İSTANBUL
İSTİNYE-İSTANBUL
We would like to state that there is not any notification received by Shell & Turcas Petrol A.Ş. about
various news that took place in media channels claiming that autogas (LPG) distribution license of
Shell & Turcas Petrol A.Ş., which is an affiliate of our Company with a share of 30%, has been
cancelled by Energy Market Regulation Authority (EMRA). Further developments about this matter
will be shared with the public in a timely manner.
We hereby declare that our above disclosure is compliant with the principles stated under the
Communiqué No 54 Series VIII of the Capital Markets Board, that it reflects the information known to
us fully, that the information are compliant with our legal books, records and documents, that we use
our best efforts to obtain the information related to the subject fully and correctly, and that we are
responsible for any disclosure herein.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
Member of Board of Directors
and CEO
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1829
About arbitration request delivered to RWE & Turcas Güney Elektrik Üretim A.Ş.
BORSA İSTANBUL
İSTİNYE – ISTANBUL
As stated in our previous Material Disclosures, temporary acceptance process of natural gas combined
cycle power plant (“Facility”) in Kaklık neighborhood of Denizli province with 775 MW capacity and
established by RWE & Turcas Güney Elektrik Üretim A.Ş. , in which we have 30% shares through our
affiliate Turcas Elektrik Üretim A.Ş., has been completed as of 24.06.2013 and the Facility has been
put into commercial operation.
As disclosed in our Financial Statement Footnotes dated 30.09.2013; in accordance with EPC
(Engineering, Procurement and Construction Agreement) signed between RWE & Turcas Güney
Elektrik Üretim A.Ş. and Metka Metal Construction of Greece S.A. and Power Project Sanayi
İnş.Tic.Ltd.Şti (“Contractor Companies”), RWE & Turcas Güney Elektrik Üretim A.Ş. had the right to
demand indemnity for delay from Contractor Companies as the Facility had to be commissioned on 1
January 2013 in accordance with the related articles of EPC Agreement. Therefore, RWE & Turcas
Güney Elektrik Üretim A.Ş. management recorded income accrual of 57.207.946 TL in their financial
statements dated 30.09.2013 (the portion reflected on Consolidated Financial Statements of Turcas
Petrol A.Ş. was 17.162.384 TL).
At this time; our Company has been informed that Contractor Companies delivered an arbitration
request to RWE & Turcas Güney Elektrik Üretim A.Ş. in order to solve the dispute about identifying
the party which caused the delay in commissioning of the Facility. Studies as to the mentioned
arbitration process will be executed by our indirect subsidiary, RWE & Turcas Güney Elektrik Üretim
A.Ş. and developments related to this matter will be shared with the public opinion in a timely manner.
Communiqué No 54 Series VIII of the Capital Market Board, that it reflects the information known to
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
2
Saffet Batu Aksoy
and CEO
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1828
STAR Rafineri A.Ş. – About Credit Proposals related to Project Financing
BORSA İSTANBUL
Our Company has been informed that STAR Rafineri A.Ş., in which we have 18,5% indirect share
through our subsidiary, Turcas Rafineri Yatırımları A.Ş., has received binding credit proposals in the
amount of around 5 billion USD in total from 17 local and international banks related to financing of
STAR Refinery Project, necessary financing for STAR Refinery Project is around 3.5 billion USD,
closing process of project financing would start after STAR Rafineri A.Ş.’s selection among proposals.
Further developments about this issue will be shared with the public.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and CEO
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
34398 Maslak Şişli İstanbul
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1722
About SOCAR Turkey Yatırım A.Ş.
BORSA İSTANBUL
İSTİNYE-İSTANBUL
Our company has been informed that capital of SOCAR Turkey Yatırım A.Ş. (STYAŞ), in which we
have 18,5% share through our subsidiary, Turcas Rafineri Yatırımları A.Ş., and which owns 100% of
STAR Rafineri A.Ş., will be increased from the current level of 50.000 TL to 3.859.090.000 TL
(corresponding to approximately 1,9 billion USD). Accordingly, 475 million USD has been transferred
to STYAŞ as capital by Ministry of Economic Development of the Republic of Azerbaijan, which has
40% share in STYAŞ.
In addition, our company has been informed that total investment amount of STAR Refinery Project
would be about 5,5 billion USD, and 1,9 billion USD of this amount would be covered by equity. We
have also been informed that external funding utilization as project finance loan has been planned upon
consumption of half of the capital.
Total investment amount by STAR Rafineri A.Ş. for STAR Refinery Project reached around 350
million USD so far, contributed by SOCAR (41,5% share in STYAŞ), and Turcas Rafineri Yatırımları
A.Ş., (18,5% share in STYAŞ). The capital amount that is transferred to STAR Refinery project by our
subsidiary Turcas Rafineri Yatırımları A.Ş. is around 60 million USD up to now.
We kindly inform the public.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
2
Saffet Batu Aksoy
and CEO
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1721
About the fine imposed on our affiliate, Shell&Turcas Petrol A.Ş. by Energy Market Regulatory
Authority
BORSA İSTANBUL
İSTİNYE-İSTANBUL
As result of the sector wide examination about the establishment of automation systems at fuel retail
dealers by Energy Market Regulatory Authority (EMRA), our company has been informed that
Shell&Turcas Petrol A.Ş., an affiliate of our Company with a share of 30%, was imposed an
administrative fine of 4.437.996 TL in total for 6 fuel retail dealers that are not operated under the Shell
brand as of 30.06.2011, which was the date the automation system had been put into effect.
Legal objections regarding the above mentioned administrative fine will be made by Shell&Turcas
Petrol A.Ş.
Further developments about this issue will be shared with the public.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and CEO
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1690
About our request to increase capital
BORSA İSTANBUL
İSTİNYE-İSTANBUL
As stated in our Material Disclosure dated 04.09.2013, in accordance with Board Resolution no.
2013/14 and dated 04.09.2013; it has been decided to increase company’s capital within the principal
capital system to 365.000.000 (threehundredsixtyfivemillion) TL from 225.000.000
(twohundredtwentyfivemillion) TL with an increase of 140.000.000 (onehundredfortymillion) TL in
total by covering the entire amount from Internal Sources of which 25.364.207,38.-TL from
Participation Shares Sales Revenue and 114.635.792,62 TL from Previous Years’ Income,
corresponding to an increase rate of 62,2222% and our related request was submitted to the approval of
Capital Markets Board on 12.09.2013.
Within the calculations related to bonus issue amounting to 140.000.000 TL in total which was
determined in our Board Resolution dated 04.09.2013; 25.364.207,38.-TL from Participation Shares
Sales Revenue has been excluded in adjusted share price calculation considering the statement of
“provided that legal obligations related to increasing capital are reserved” mentioned in Article 16/8 of
Shares Communiqué no. VII-128.1. Therefore, it has been evaluated that adjusted share price would
not decrease below two TL and the mentioned application has been made to Capital Markets Board.
In the written response of Capital Markets Board addressing our Company dated 19.11.2013; we have
been informed that as result of evaluation of our above mentioned request within the scope of article
16/8 of Shares Communiqué no. VII-128.1, our application was not put into operation as the adjusted
share price of our Company would decrease below two TL when average of weighted average prices
that occurred at stock exchange within thirty days before public disclosure of capital increase decision
is considered.
As result of these developments, our Company will assess the amount of bonus issue and developments
related to this matter will be shared with the public in due course.
We kindly inform the public.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
2
Saffet Batu Aksoy
and CEO
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
34398 Maslak İstanbul
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
İstanbul,15.11.2013
No: TP.A.Yİ.2013.1661
BORSA İSTANBUL
We would like to state that there is not any notification received by Shell & Turcas Petrol A.Ş. about
various news that took place in media channels claiming that Energy Market Regulation Authority
(EMRA) fined Shell & Turcas Petrol A.Ş., which is an affiliate of our Company with a share of 30%,
related to establishment of automation systems at dealers. A public disclosure shall be made in case
there is such a notification.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and CEO
:
Turcas Petrol A.Ş.
Address
:
34398 Maslak İstanbul
Phone and Fax No
:
0.212.259.00.00/17 lines
0.212.259.00.19 (Fax)
Subject
:
(Phone)
No: TP.A.Yİ.2013.1626
Special Case for Material Disclosure:
BORSA ISTANBUL
Related to news on various press claiming completion of financing of Star Refinery Project that is
constructed by STAR Rafineri A.Ş. which is indirect affiliate of our Company with a share of 18.5%,
we would like to state that financing of STAR Refinery Project has not been completed yet and is still
under progress.
We will make the public disclosure in due course.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and CEO
:
Turcas Petrol A.Ş.
Address
:
34398 Maslak İstanbul, Türkiye
Phone and Fax No
:
0.212.259.00.00/17 lines
0.212.259.00.19 (Fax)
Subject
:
Declaration pursuant to the Communiqué by the Capital
(Phone)
No: TP.A.Yİ.2013.1605
About Extraordinary General Meeting
BORSA İSTANBUL
In accordance with the Board Resolution no. 2013/18 and dated 08.11.2013; it has been unanimously
decided by the attendants in the meeting to hold Extraordinary General Meeting, during which
amendment of Articles of Association of the Company is to be discussed within the framework of
compliance with the new Turkish Commercial Code that came into effect on 01.07.2012, at the address
of Kalyon Hotel, Sultanahmet, İstanbul to discuss and decide on following agenda items at 13:30 on
Thursday, 12.12.2013.
Agenda:
1.
Opening and election of Presidency Council,
2.
Authorization of the Presidency Council to sign the General Meeting Minutes,
3.
Amendment of articles 3, 4, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18, 19, 20, 22, 23, 24,
25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 39, 40, 41, 43, 44, 45, 46, 47, 48,
49, 50, 51, 53 of Articles of Association of the Company within the framework of
compliance with Turkish Commercial Code that came into effect on 01.07.2012.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and CEO
:
Turcas Petrol A.Ş.
Address
:
Ahi
Evran
Caddesi
No:6
34398 Maslak İstanbul, Türkiye
Phone and Fax No
:
0.212.259.00.00/17 lines
0.212.259.00.19 (Fax)
Subject
:
Declaration pursuant to the Communication by the Capital
Aksoy
Plaza
Kat:7
(Phone)
No: TP.A.Yİ.2013.1600
Regarding a Memorandum of Understanding (MOU) Signed by our Affiliate Shell & Turcas
Petrol A.Ş.
ISTANBUL STOCK EXCHANGE
Our Company has been informed that our affiliate in the rate of 30%, Shell & Turcas Petrol A.Ş. has
started meetings with the purpose of purchasing OMV Petrol Ofisi A.Ş. and 50% of shares of owned
by it in the rate of 90% in Marmara Depoculuk Hizmetleri A.Ş. (45% of total capital of the company)
and a Memorandum of Understanding (MOU) has been signed between parties within this scope on the
date of 06.11.2013.
We kindly inform the public opinion.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and General Director
:
Turcas Petrol A.Ş.
Address
:
Emirhan Caddesi 109 Atakule Kat 6
Dikilitaş, Beşiktaş 34349 İstanbul
Phone and Fax No
:
0.212.259.00.00/17 lines
0.212.259.00.19 (Fax)
Subject
:
(Phone)
No: TP.A.Yİ.2013.1555
On News in the Press dated 15.09.2013
We, Turcas Petrol A.S., are interested in bringing natural sources such as natural gas, oil, etc. in the
geography of the region to Turkey and therefore to bring natural gas explored at the East
Mediterranean to our country through partnerships to be established. However, contrary to news in the
national printed media dated 15.09.2013 related to bringing natural gas explored at the East
Mediterranean to Turkey or news stated in the international printed media that is source of this news,
our Company has not made any binding proposal to any party on this matter. Our Works related to the
matter is still at the stage of early development and related developments shall be shared with public
opinion in time.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1355
On starting meeting directed at establishment of Joint Venture Company by Turcas Enerji Holding A.Ş.
Our company has been informed that meetings have started between our 100% Subsidiary
Company Turcas Enerji Holding A.Ş. and BM Mühendislik ve İnşaat A.Ş. and Alte Enerji A.Ş. due to
determination of the fact that heat source in areas belonging to operating licenses of the said companies
in Aydın province, Kuyucak county, Pamukören town is common and therefore with the purpose of
increasing scale by creating synergy and increasing investment efficiency and to operate in the field of
geothermal energy. New developments related to the matter shall be shared with the public opinion.
Best Regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
Address
:
:
Phone and Fax No
:
Subject
:
Turcas Petrol A.Ş.
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
No: TP.A.Yİ.2013.1317
On increase of paid capital of the company to 365.000.000 -TL from 225.000.000-TL
In accordance with decree of our Board of Directors no. 2013/14 and dated 04.09.2013; it has been
decided to increase the considered company capital from 225.000.000 (twohundredtwentyfivemillion)
TL to 365.000.000 (threehundredsixtyfivemillion) TL with an increase of 140.000.000
(onehundredandfourtymillion) TL in total by covering 25.364.207,38.-TL from Participation Shares
Sales Revenue and 114.635.792,62 TL from Profits from Previous Years in the rate of 62,2222% by
covering the entire amount from Internal Sources and to amend article 6 of Articles of Association of
the Company with the new form and to submit it to approval of shareholders in the first Extraordinary
General Assembly meeting to be held after obtaining necessary permissions from Capital Market
Board and Ministry of Customs and Trade
Best Regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
Turcas Petrol A.Ş.
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.1316
On share transfer at STAR Rafineri A.Ş. and SOCAR Turkey Yatırım A.Ş.
Address
:
:
Material Disclosure Form as to the matter that remaining share of 81,5% of STAR Rafineri A.Ş. of
which Turcas Rafineri Yatırımları A.Ş., that is our affiliate 99,6% of which we own directly, is
shareholder in the rate of 18,5 and owns STAR Refinery Project is transferred to SOCAR Turkey
Yatırım A.Ş. (“STYAŞ”) and 60% of STYAŞ shares is transferred to SOCAR Turkey Enerji A.Ş.
(“STEAŞ”) and 40% is shared between Ministry of Economic Development of the Republic of
Azerbaijan (“MED”) was shared with public opinion on the date of 26.07.2013.
In this case, our company has been informed that shares with nominal value of 9.250.000 TL in the rate
of 18,5% owned by our affiliate Turcas Rafineri Yatırımları A.Ş. at STAR Rafineri A.Ş. are transferred
to STYAŞ with value of 13.005.500 TL determined as result of valuation; and simultaneously, shares
with nominal value of 9.250 TL in the rate of 18,5% owned by STEAŞ at STYAŞ with capital of
50.000 TL is transferred to Turcas Rafineri Yatırımları A.Ş. at nominal value.
As result of all of these actions that we foresee to accelerate financing process of STAR Project, there
has been no change in indirect shareholding of 18,5% of our company, Turcas Petrol A.Ş. at STAR
Rafineri A.Ş. Our indirect shareholders at STAR Rafineri A.Ş. continue to be SOCAR with share of
41,5% and MED with share of 40%. As result of actions taken, only 2 mediate companies
(Turcas Rafineri Yatırımları A.Ş. and SOCAR Turkey Yatırım A.Ş.) instead of one have been placed
between Turcas Petrol A.Ş. and STAR Rafineri A.Ş.
Best Regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.1206
About administrative fine imposed by Energy Market Regulatory Authority
As disclosed to the public on 19.07.2013, Energy Market Regulatory Authority had decided
to impose a fine with the amount of TL 5.550.000 by the reason of acting contrary to articles
2, 3 and 4 of Petroleum Market Law No. 5015
In case that the fine is paid within a 30-day-period from receiving the official letter as to the
issue, a reduction at the rate of 25% shall be applied over the said amount. Our company had
paid the amount of TL 4.162.500 as to the administrative fine mentioned above by enjoying
the said reduction, reserving the right to demand and action with prejudice.
Developments related to the subject will be shared with the public in time.
Communiqué No 54 Series VIII of the Capital Market Board, that it reflects the information
known to us fully, that the information are compliant with our legal books, records and
documents, that we use our best efforts to obtain the information related to the subject fully
and correctly, and that we are responsible for any disclosure herein.
Best Regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.1152
On the change of partnership structure of STAR Rafineri A.Ş.
BORSA İSTANBUL
İSTİNYE-İSTANBUL
Our Company has been informed that SOCAR Turkey Enerji A.Ş. (“STEAŞ”) that is shareholder in the
rate of 81,5% of STAR Rafineri A.Ş. of which our affiliate that we own 99,6% of shares directly,
Turcas Rafineri Yatırımları A.Ş. is shareholder in the rate of 18,5% has transferred all of shares it owns
to SOCAR Turkey Yatırım A.Ş. (“STYAŞ”); and also Share Transfer Agreement and Shareholders’
Agreement have been signed between parties in a way to cause transfer of shares in the rate of 60% in
capital of STYAŞ to STEAŞ, and remaining shares in the rate of 40% to Ministry of Economic
Development of the Republic of Azerbaijan (“MED”)
Share rate of our affiliate, Turcas Rafineri Yatırımları A.Ş in the rate of 18,5% at STAR Rafineri A.Ş.
that is owner of STAR Refinery project to be built at İzmir Aliağa with capacity of 10 million ton/year
is remained same and the situation stated above is as to sharing of remaining shares of 81,5% between
STEAŞ and MED.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Coordination and Regulatory Affairs
Director
2
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.1141
Regarding an Investigation
BORSA ISTANBUL
We have been informed that an investigation by the Ministry of Finance officials has been
launched at Shell & Turcas A.Ş. (30% subsidiary of Turcas Petrol A.Ş.). We will be
informing the public for the progress in time.
Best Regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and General Manager
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.1102
On administrative fine released by EMRB.
Energy Market Regulatory Board imposed an administrative fine of 113.599.140.-TL with its
decision no. 908/23 and dated 31.08.2006 to our Company that operated in oil market with
distribution license it had until the beginning of 2007 based on acting contradictory to article
7 of Oil Market Law no. 5015 and the matter was shared with the public with our Material
Disclosure.
Our Company objected to this said administrative decision and this fine imposed on our
company has been cancelled as result of judgment made in front of administrative
jurisdiction. Energy Market Regulatory Board has decided to impose administrative fine of
5.550.000.-TL based on contradiction of the same act to articles 2, 3 and 4 of Oil Market Law
no. 5015. We sincerely announce that we will go to law within its period and we will inform
the public related to the result of process.
Best Regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
and General Manager
Title of the Company
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines
0.212.259.00.19 (Fax)
Subject
:
About International Credit Rating
(Phone)
No: TP.A.Yİ.2013.1058
Special Situation for Material Disclosure:
About International Credit Rating
İSTANBUL STOCK EXCHANGE
İSTİNYE – İSTANBUL
International Credit Rating Agency Fitch Ratings, announced on July 5th, 2013 that, it has confirmed Turcas
Petrol A.Ş.’s Long-Term Local and Foreign Currency Issuer Default Ratings (IDRs) “B” and National LongTerm Ratings “BBB- (Tur)“. The outlook is “Stable”
We hereby declare that our above disclosure is compliant with the principles stated under the Communiqué No
54 Series VIII of the Capital Market Board, that it reflects the information known to us fully, that the
information are compliant with our legal books, records and documents, that we use our best efforts to obtain
the information related to the subject fully and correctly, and that we are responsible for any disclosure herein.
Best regards,
TURCAS PETROL A.Ş.
Erkan İlhantekin
Finance Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.1044
Regarding the Framework Agreement signed by our Affiliate Shell & Turcas Petrol A.Ş.
As It has been previously disclosed on 02.04.2013 that a Framework Agreement between Shell & Turcas Petrol
A.Ş. (30% Subsidiary of Turcas Petrol A.Ş.) and Full Petrol ve Enerji Yatırımları A.Ş, Fullgaz Petrol Ürünleri
Sanayi ve Ticaret A.Ş. ve Asya Akaryakıt Ticaret ve Sanayi A.Ş. has been signed before a notary public for
leasing fuel stations, that have been operated under the brand of Full up to data, property and right of usufruct
of which belong to the said companies, by Shell & Turcas Petrol A.Ş. for 15 years under the brand and
corporate identity of Shell.
We have been informed that the abovementioned Companies of Full Group failed to fulfill their contractual
obligations in connection with the assignment of lease contracts pertaining to fueling stations to Shell & Turcas
Petrol A.Ş in accordance with the aforementioned Framework Agreement, and therefore Shell & Turcas Petrol
A.Ş. decided to resort to the jurisdiction so as to seek its rights arising from the Framework Agreement.
Saygılarımızla,
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP. A.Yİ.2013.1003
About Appointment
Mr. Erkan İlhantekin, who has been working as the Corporate Finance and Investor Relations Manager at our
Company , has been appointed as the Finance Director/CFO as of the date 01.07.2013.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.0945
On Natural Gas Cycle Combined Energy Power Plant with 775 MW Net Capacity of our affiliate, RWE &
Turcas Güney Elektrik Üretim A.Ş. in Denizli Province.
Our Company has been informed that Provisional Acceptance process made by the related Ministry directed at
natural gas combined-cycle energy power plant of indirect affiliate of our company which has 30%
shareownership, RWE & Turcas Güney Elektrik Üretim A.Ş.in Denizli Province, Honaz County, Kaklık Town
has been completed.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.0926
Regarding the capital increase of our subsidiary Turcas Rafineri Yatırımları A.Ş.
Our company has been informed that it was decided that pursuant to the resolution taken by the Board of
Directors of our subsidiary Turcas Rafineri Yatırımları A.Ş. which we hold 99,6 percent of its share directly,
the paid capital of the named company shall be increased from TL 1.500.000 to TL 83.250.000 and that in this
respect, the Extraordinary General Assembly shall convene and discuss the amendment of the Article 6 of its
Articles of Association as an agenda item at the headquarters of the named company on 09.07.2013 at 10.30.
All of the existing capital of TL 1.500.000 has been paid and part of TL 78.693.583,19 of TL 81.750.000 that is
decided to be increased that time has been transferred to Turcas Rafineri Yatırımları A.Ş. by Turcas Petrol A.Ş.
as “Capital Advance” as of today. Part of TL 20.000.000 of TL 78.693.583,19 that is transferred as Capital
Advance has been covered from our own resources by cash payment and the remaining has been covered by
collecting our receivables from SOCAR Turkey Enerji A.Ş. that is our partner in rate of 81,5% at STAR
Rafineri A.Ş. that is our indirect subsidiary in the rate of 18,5% and our indirect subsidiary, STAR Rafineri
A.Ş. No debt-receivable relation is available between Turcas and SOCAR Group Companies with these
transactions. (Detailed information as to the said debts-receivables may be accessed from our Independent
Auditing Report dated 31.03.2013).
As result of related transactions, total resources transferred to STAR Rafineri A.Ş in which our Subsidiary
Turcas Rafineri Yatırımları A.Ş. participates in the rate of 18,5% and owns STAR Refinery Project to be
constructed at İzmir Aliağa with 10 million tons/years capacity have reached to the level of TL 76.813.864,03.
(Part of TL 9.250.000 is Paid Capital and the remaining is Capital Advance).
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
2
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.784
About Election of Independent Members of Board of Directors
The Board of Directors of our Company took the following decisions in the meeting dated 22 May 2013 and
with no 2013/09.
It is necessitated to appoint new members to replace Mr. Mehmet Sami and Ms. Ayşe Botan Berker who have
been acting as Independent Members of Board of Directors of our Company since 24 May 2012 and whose
tenure will expire on 23 May 2013. In this context, Ms. Ayşe Botan Berker and Ms. Neslihan Tonbul submitted
their written declarations of Independence respectively pursuant to the resolution of Corporate Management
Committee of 21.05.2013 and Article 4.3.8 of the Communiqué of Capital Market Board Serial no. IV No. 56
of 30 December 2011 and they have been identified to meet the criteria for independence as required by Article
4.3.7 of the Communiqué in question, and submitted to our Board of Directors for approval, and it was
unanimously decided by the participants of the meeting that Ms. Ayşe Botan Berker and Ms. Neslihan Tonbul
act as Independent Members until the Ordinary General Assembly meeting for 2015 and that the appointment is
submitted to the General Assembly for approval at its next meeting.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.0773
Regarding the Engineering, Procurement and Construction Contract (EPC Contract) Signed by Star Rafineri
A.Ş. , an Indirect Subsidiary of our Company with 18,5% of share ownership.
Our Company has been informed that Star Rafineri A.Ş., an Indirect Subsidiary of Turcas Petrol A.Ş. with
18,5% of share ownership, has signed Engineering, Procurement and Construction Contract (EPC Contract)
with a term of 49 months with Técnicas Reunidas S.A. (Spain, Consortium Leader), Saipem S.P.A (Italy), GS
Engineering & Construction Company Ltd. (South Korea) and Itochu Corporation (Japan) companies for the
STAR Refinery Project planned to be constructed at İzmir/Aliağa with the capacity of 10 million ton/year and
fixed investment cost of about 4 billion USD in total.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines(Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.0723
On distribution of profit arising from activities in 2012
Pursuant to Resolution of Board of Directors no. 2013/07 of 06.05.2013; According to Financial Statements
dated 31.12.2012 that have been prepared in compliance with Capital Market Law and Capital Market
Regulations and have been audited;
It has been unanimously decided to distribute TL 7.500.000 to shareholders in cash (gross TL 0,033333, net TL
0,028333 for the share with nominal value of TL 1) and to submit allocation of remaining amount as
Extraordinary Reserve Fund to approval of Ordinary General Assembly of 2012 to be held on the date of
23.05.2013 after allocating legal reserves of TL 2.303.960,69 from Net Distributable Period Profit of TL
70.835.806,60 that arises with adding donations in amount of TL 201.349,60 to the net period profit in amount
of TL 70.634.457.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines(Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.705
Regarding the application for Operating License of our indirect subsidiary Turcas Yenilenebilir Enerji Üretim
A.Ş
Following the Material Disclosure of Special Case which we made on 09.04.2013, our company has been
informed that Operating License was obtained on 02.05.2013 as a result of the application made to Aydın
Provincial Directorate of Special Administration by Turcas Yenilenebilir Enerji Üretim A.Ş, a wholly-owned
indirect subsidiary of our Company, as to Geothermal Mineral Exploration Permit numbered 2009/147 which
it has at Pamukören District, Kuyucak County, Aydın Province
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines(Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.0646
On amendment of articles 3, 4, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18, 19, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31,
32, 33, 34, 35, 36, 37, 39, 40, 41, 43, 44, 45, 46, 47, 48, 49, 50, 51, 53 of Articles of Association of the
Company within the framework of compliance with Turkish Commercial Code entered into force on
01.07.2012.
Pursuant to Decision of Board of Directors no. 2013/06 of 19.04.2013;
On amendment of articles 3, 4, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18, 19, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31,
32, 33, 34, 35, 36, 37, 39, 40, 41, 43, 44, 45, 46, 47, 48, 49, 50, 51, 53 of Articles of Association of the
Company within the framework of compliance with Turkish Commercial Code entered into force on
01.07.2012.
It has been decided with unanimity of attendants of the meeting to submit amendment of Articles of
Association of the Company to approval of partners in the first Extraordinary General Assembly meeting to be
held after necessary permissions are obtained from Republic of Turkey Prime Ministry Capital Market Board
and Ministry of Customs and Trade for amendment of Articles of Association.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
Title of Company
:
Turcas Petrol A.Ş.
Address
:
Telephone and Fax:
:
0.212.259.00.00
0.212.259.00.19
Subject
:
No: TP.A.Yİ.2013.640
Special Situation for Material Disclosure:
2012 Ordinary General Assembly Meeting
İSTANBUL STOCK EXCHANGE
İSTİNYE-İSTANBUL
Pursuant to Decision of Board of Directors no. 2013/05 of 18.04.2012; It is decided with majority that
the Ordinary General Assembly of our Company for 2012 will be held on Thursday, May 23, 2013 at
10:30 a.m. at Conrad Otel – Beşiktaş/Istanbul to discuss and decide on the following agenda items .
Agenda:
1. Opening and election of Meeting Chairman,
2. Authorization of the meeting Chairman to sign the General Assembly Meeting
Minutes,
3. Discussing and resolving Annual Report, Audit Reports and Balance Sheet and
Income Statements of 2012 related to activities and accounts of 2012,
4. Acquittal of Board of Directors and Auditors separately for 2012 Activities of the
Company,
5. Decision on the distribution of profit for 2012 fiscal year,
6. Selecting and approving Independent Audit Corporation for auditing Financial
Statements and Reports of 2013 and 2014 of the Company in accordance with related
regulations of Capital Market Board and New Turkish Commercial Law
7. Election and determination of remuneration for the members of the Board of
Directors,
8. Submitting tasks undertaken by Board of Directors members out of the company and
their justifications to information of shareholders,
9. Giving information to the General Assembly about donations granted during the
fiscal year of 2012,
10. Giving information to the General Assembly about Securities-Pledges, Mortgages
and acquired incomes and benefits given in favor of third parties during the year of
2012,
11. Informing General Assembly on transactions stated in principle 1.3.7 of Capital
Market Board Corporate Governance Principles,
12. Submitting summary of Share Buyback Program of Turcas Petrol A.Ş. dated 02
December 2012 for Shareholders’ information
13. Informing General Assembly related to transactions made with related Parties in
2012,
14. Submitting Internal Directive on Working Principles and Procedures of General
Assembly of the Company prepared by the Board of Directors to approval of the
General Assembly,
15. Allowing Board Chairman and Members to make transactions written in articles 395
and 396 of Turkish Commercial Code.
16. Answering to questions asked by shareholders.
Best Regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Saffet Batu Aksoy
Director
and General Manager
2
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
Disclosure pursuant to the Communication by the Capital
No: TP.A.Yİ.2013.609
Regarding the application for Operating License of our indirect subsidiary Turcas Yenilenebilir Enerji Üretim
A.Ş
We have just been informed that an Operating License application has been made to Aydın Provincial
Directorate of Special Administration together with the necessary documentation, which was derived from
liquid tests executed upon getting favorable results from drilling works tests for Geothermal Mineral
Exploration Permit numbered 2009/147, held by Turcas Yenilenebilir Enerji Üretim A.Ş., a wholly-owned
indirect subsidiary of our Company, in Pamukören District, Kuyucak County, Aydın Province
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.572
On the Framework Agreement signed by our Affiliate Shell & Turcas Petrol A.Ş.
Our Company has been informed that a Framework Agreement has been signed between our
affiliate in the rate of 30%, Shell & Turcas Petrol A.Ş. and Full Petrol ve Enerji Yatırımları
A.Ş, Fullgaz Petrol Ürünleri Sanayi ve Ticaret A.Ş. and Asya Akaryakıt Ticaret ve Sanayi
A.Ş. for leasing 43 fueling stations that have been operated under the brand of Full to date,
property and right of usufruct of which belong to the said companies by Shell & Turcas Petrol
A.Ş. with terms up to 15 years and their operation under brand and corporate identity of Shell.
Completion of the mentioned Framework Agreement depends on positive conclusion of the
due diligence to be performed at each fueling station, fulfillment of other conditions stated in
the Framework Agreement and consent of all other related Institutions and Organizations
including Competition Authority.
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
2
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: P.A.Yİ.2013.529
Designation of the independent audit corporation to audit the financial statements of our Company for
2013 and 2014 and performance of audit services in accordance with the new TCC law
Pursuant to the conformity declaration of our audit commission and the decision of our Board of
Directors no. 2013/3 of 28.03.2013, it is decided to submit to Ordinary General Assembly 2012 for
approval of the designation of “Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali
Müşavirlik A.Ş.” as the independent audit corporation to audit the financial statements of our Company
for 2013 and 2014 and performance of audit services in accordance with the new TCC law.
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.400
About the Revision of Corporate Governance Compliance Rating of our Company.
A Corporate Governance Compliance Rating Report was issued for our company by Kobirate
Uluslararası Kredi Derecelendirme ve Kurumsal Yönetim Hizmetleri A.Ş. (Kobirate), a company
which is authorized by Capital Market Board, in accordance with the Principles for Corporate
Governance Compliance Rating methodology and our Corporate Governance Compliance Rating for
2012 was announced as 8.40 in the named report.
As shown by the results of the revaluation carried out by Kobirate, the Corporate Governance
Compliance Rating of our Company was revised as 8.75 for 2013. This result confirms that Turcas
Petrol A.Ş. significantly complies with the Principles for Corporate Governance Compliance issued by
the Capital Market Board and is highly qualified for continuing to be traded in IMKB’s Corporate
Governance Index. The company aims to maximize its compliance with the Principles for Corporate
Governance Compliance making the necessary additional improvements, which, though, do not pose a
material risk, in the forthcoming years.
When we look at the rating studies by main headings, the rating consists of 84.72 from the section
Shareholders, 90.00 from the section Public Disclosure and Transparency, 89.74 from the section
Stakeholders and 85.25 from the section the Board of Directors.
The detailed report for Corporate Governance Compliance Rating issued by Kobirate will be made
available to the public at the company’s website (www.turcas.com.tr).
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.343
About Purchase of Tangible Asset
Upon our Material Disclosure “regarding the Purchase of Fixed Asset To Be Used As New
Corporate Office” of 28.12.2012, the real property assessment report dated 30.01.2013
prepared by Çelen Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş., which is a real
property assessment company licensed by the CMB indicates that the value of the immovable
properties at the Independent Sections No. 201, 202, 203 and 204 registered at Office Block
2, Parcel 140, block 1, lot 2 at Ayazaga Quarter in Sisli, Istanbul has been assessed as
USD$10.000.000. The title deeds of the said immovable properties were transferred to our
Company on February 1, 2013, and out of the purchase price of USD$8.000.000, a proportion
of USD$6.000.000 has already been paid and the remaining proportion of USD$2.000.000
shall be paid on June 30, 2013.
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines (Phone)
0.212.259.00.19 (Fax)
Subject
:
No: TP.A.Yİ.2013.0178
On Interview of Mr. Batu Aksoy, CEO and the Member of Board of Directors of our company,
published by Dünya newspaper in 31.01.2013.
ISTANBUL STOCK EXCHANGE İSTİNYE – ISTANBUL
Regarding the interview with Mr. Batu Aksoy, CEO and the Member of Board of Directors,
published by Dünya newspaper in 31.01.2013, we would like to clarify, upon the questions from
the public, that:
Drilling works started directed at geothermal sources in Aydın Region mentioned in the
interview is not production well drilling and they are pioneer narrow diameter observation
drilling works. It is planned to start to production-oriented drilling works in case positive results
are obtained in observation drilling. With completion of narrow diameter observation drilling,
explanations directed at production license purchase in our field of license and production
drilling planning shall be made to the public opinion in time. It is expected that narrow diameter
observation drilling shall be completed in February 2013.
documents, that we use our best efforts to obtain the information related to the subject fully and
correctly, and that we are responsible for any disclosure herein.
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
: Turcas Petrol A.Ş.
Address
:Emirhan Caddesi 109 Atakule Kat 6
Phone and Fax No
:0.212.259.00.00/17 lines (Phone)
0.212.259.00.19
(Fax)
Subject
:Disclosure pursuant to the Communication by the Capital
No: TP.A.Yİ.2013.0107
Regarding the renewal of contract with Kobirate Uluslararası Kredi Derecelendirme ve
Kurumsal Yönetim Hizmetleri A.Ş.
The contract signed between our company and Kobirate Uluslararası Kredi Derecelendirme
ve Kurumsal Yönetim Hizmetleri A.Ş., which will be expired on 30.01.2013 has been
renewed on 22.01.2013. The commencement and expiry date of the contract are 22.01.2013
and 22.01.2014, respectively.
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy
:
Turcas Petrol A.Ş.
Address
:
Phone and Fax No
:
0.212.259.00.00/17 lines
0.212.259.00.19
(Fax)
Subject
:
(Phone)
No: TP.A.Yİ.2013.0019
Regarding the capital increase of our indirect subsidiary Turcas Elektrik Toptan Satış A.S.
Our company has been informed that it was decided that pursuant to the resolution taken by the Board
of Directors of our subsidiary Turcas Elektrik Toptan Satış A.S. which we hold 33.32 percent of its
share directly and 66.66 percent indirectly, the paid capital of the named company shall be increased
from TL3.000.000 to TL4.300.000 and that in this respect, the Extraordinary General Assembly shall
convene and discuss the amendment of the Article 6 of its Articles of Association as an agenda item at
the headquarters of the named company on 06.02.2013 at 11.30.
Best regards,
TURCAS PETROL A.Ş.
Cabbar Yılmaz
Director
Saffet Batu Aksoy

2013 Material Disclosures

Transcription

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