UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated April 15, 2014
Commission File Number: 001-15092
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name in English)
Turkcell Plaza
Mesrutiyet Caddesi No. 71
34430 Tepebasi
Istanbul, Turkey
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Q Form 40-F £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes £ No Q
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes £ No Q
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes £ No Q
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: A press release dated April 15, 2014 announcing the completion of the acquisition of Metronet by Turkcell Superonline.
Istanbul, April 15, 2014
Announcement Regarding the Completion of the Acquisition of Metronet by Turkcell Superonline
Subject: Statement made pursuant to Communique II-15.1 of the Capital Markets Board
Further to our announcement on 4 February 2014, our Company’s 100% owned subsidiary, Superonline Iletisim Hizmetleri A.S. (“Turkcell Superonline”) has completed the acquisition of all of the shares of Metronet İletişim Teknoloji A.S. (“Metronet”), an affiliate of ES Mali Yatırım ve Danışmanlık A.S. Group, as of 15 April 2014 following the completion of necessary approvals.
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Date of the Board of Directors’ decision regarding the acquisition
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20.12.2013
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Name of the acquired financial asset
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Metronet İletişim Teknoloji Anonim Sirketi
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Field of activity of the acquired financial asset
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Provides communication services including internet, voice and digital services to corporate and private customers.
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Capital of the acquired financial asset
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TRY 97,722,156
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The acquisition method for financial asset
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Acquisition
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Date of the completion of the transaction
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15.04.2014
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Conditions of the acquisition
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As per the Share Purchase Agreement, the enterprise value is determined as TRY 29,000,000 based on the studies undertaken by our Company. The purchase price will be determined based on the balance sheet as at the closing day and will be paid on the closing day.
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Nominal value of acquired shares
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TRY 97,722,156
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Purchase price per share
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Should be evaluated within the framework of the above mentioned purchase conditions.
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Total amount
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Should be evaluated within the framework of the above mentioned purchase conditions.
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The ratio of acquired shares to the equity of the financial asset (%)
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100%
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Shareholding in the financial asset after acquisition (%)
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100%
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The ratio of acquired voting rights to the total voting rights of financial asset (%)
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100%
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The ratio of the acquired financial asset to the total assets in its last consolidated financial statements (%)
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0.1%
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The impact on the operations of the Parent Company
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Synergy and optimization to be created by the acquisition
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Any obligation of a tender offer
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No
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In case of a tender offer, any application of an exemption
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No
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Seller company
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ES Mali Yatırım ve Danışmanlık A.S.
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Nature of relationship with the seller company
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No related party relationship
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The valuation method of the financial asset
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Discounted cash flow method has been applied by our Company to the value adding businesses.
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Is there any valuation report?
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No
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If there is not any valuation report, why?
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This is not a related party transaction.
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The amount indicated in the valuation report
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-
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If the transaction is not undertaken in accordance with the results in the valuation report, why?
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-
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For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
You can follow us on twitter at http://twitter.com/TurkcellNews or visit our website www.turkcell.com.tr
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TURKCELL ILETISIM HIZMETLERI A.S.
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Date: April 15, 2014
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By:
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/s/ Koray Öztürkler
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| Name: | Koray Öztürkler | ||
| Title: | Chief Corporate Affairs Officer | ||
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TURKCELL ILETISIM HIZMETLERI A.S.
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Date: April 15, 2014
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By:
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/s/ Nihat Narin
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| Name: | Nihat Narin | ||
| Title: | Investor & Int. Media Relations – Director | ||