Material Event Disclosures


Within the scope of the CMB approval, the Company completed the sale of a TL 61,980,000 lease certificate with a maturity of 209 days to domestic qualified investors on September 17, 2021.

The first coupon payment, amounting to TL 4,287,959.98 and principal payment of TL 45,000,000 for the lease certificate with the ISIN Code of TRDYVKS92120 was made as of today.

The third coupon payment, amounting to TL 3,109,779.20, on the TL 52,160,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 392 days and with the ISIN Code of TRSZORN12215 was made as of today.

Pursuant to our material event disclosure dated 10.09.2021, all the shares relating to the unexercised pre-emptive rights in Zorlu Enerji's rights issue representing a total nominal value of TL 805,407.015, which were offered for sale in the Primary Market of Borsa İstanbul, have been sold as of September 14, 2021 (yesterday).

The interest rate for the fourth coupon payment of TL 52,160,000 nominally valued Corporate Bond, which was sold to qualified investors on December 16, 2020 with a maturity of 392 days and trades with the ISIN Code of TRSZORN12215 has been set as 5.9726%.

The conclusion section of the "Report on the Common and Continuous Transactions" between the Company, its subsidiaries and their related parties, which was prepared in accordance with the Article 10 of the Capital Markets Board’s Communiqué on Corporate Governance No. II.17.1 with the purpose of determining the common and continuous transactions to be realized in 2021 by taking into account the similar transactions undertaken in 2020, is presented below:

Within the context of the Company’s financial planning for the year 2021:

Revenues to be generated by Osmangazi Elektrik Dağıtım AŞ, which is indirectly 100% owned by Zorlu Enerji Elektrik Üretim AŞ (“Company”) via Zorlu Osmangazi Enerji Sanayi ve Ticaret AŞ, from the provision of the use of distribution system and meter reading services to Osmangazi Elektrik Perakende Satış AŞ are foreseen to exceed 10% of the Company’s publicly announced 2020 consolidated revenues in 2021. The afore-mentioned service transactions are conducted in accordance with the procedures and principles specified by the Energy Market Regulatory Authority.

The subscription period for Zorlu Enerji's rights issue for increasing the Company’s paid-in capital from TL 2,000 mn to TL 2,500 mn via a TL 500 mn rights issue, which commenced on 11.08.2021 has ended on 09.09.2021.

During the subscription period, pre-emptive rights corresponding to shares with a nominal value of TL 805,407.015 were not exercised and thus, corresponding shares will be offered for sale in the Primary Market of Borsa Istanbul on September 14-15, 2021, at a price not remaining below TL 1 (for TL 1 nominally valued share) through the intermediation of Halk Yatırım Menkul Kıymetler AŞ.

The announcement regarding the offering of the remaining shares to investors is available on Public Disclosure Platform (www.kap.gov.tr) and Zorlu Enerji's (www.zorluenerji.com.tr) and Halk Yatırım Menkul Kıymetler AŞ's (www.halkyatirim.com.tr) websites.

The Company's major shareholder, Zorlu Holding AŞ has pledged to purchase the remaining shares (if any) at the end of the offering.

The first coupon payment, amounting to TL 6,473,489.94, on the TL 103,860,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 385 days and with the ISIN Code of TRSZORN62210 was made as of today.

The interest rate for the second coupon payment of TL 103,860,000 nominally valued Corporate Bond, which was sold to qualified investors on June 3, 2021 with a maturity of 385 days and trades with the ISIN Code of TRSZORN62210 has been set as 6.2329%.

Pursuant to our material event disclosure dated 24.08.2021, the revision made in the Prospectus for the 15 day extension of the subscription period and the revised Prospectus for the increasing the Company’s paid-in capital from TL 2,000 mn to TL 2,500 mn via a TL 500 mn rights issue within the limits of the registered capital ceiling of TL 6 bn which has been approved by the Capital Markets Board of Turkey is published on our Company's corporate website at www.zorluenerji.com.tr, the Public Disclosure Platform and on the website of Halk Yatırım Menkul Kıymetler AŞ www.halkyatirim.com.tr. It has been registered with the Bursa Trade Registry that the Prospectus was published on the aforementioned websites.

Pursuant to our material event disclosure dated 16.04.2021, the term of the pre-license for Alaşehir 3 Geothermal Power Plant Project, which is planned to be developed in Alaşehir, Manisa by Zorlu Jeotermal Enerji Elektrik Üretimi AŞ, a 100% owned subsidiary of Zorlu Enerji Elektrik Üretim AŞ, has been extended with the approval of EMRA.

Pursuant to our material event disclosure dated 23.08.2021, the Capital Markets Board approved the application of Zorlu Enerji for the 15 day extension of the subscription period regarding the rights issue. The new subscription period will commence on August 26, 2021 and expire on September 9, 2021.

The fifth coupon payment, amounting to TL 2,961,020.91, on the TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 384 days and with the ISIN Code of TRSZORNK2124 was made as of today.

Pursuant to our material event disclosure dated 10.08.2021, an application has been made to the Capital Markets Board today (23.08.2021) for the approval of the 15 day extension of the subscription period regarding Zorlu Enerji’s rights issue. The new subscription period will commence on August 26, 2021 and expire on September 9, 2021.

Commercial Paper with the ISIN Code of TRFZORN82124 was redeemed as of today (August 19, 2021) with the completion of the principal payment of TL 62,610,000.

Commercial Paper with the ISIN Code of TRFZORN82116 was redeemed as of today (August 19, 2021) with the completion of the principal payment of TL 65,060,000.

Zorlu Enerji has announced on July 26, 2021 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 111,370,000 corporate bond with floating coupon payments with a maturity of 420 days to domestic qualified investors on August 19, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

 

Zorlu Enerji has announced on July 26, 2021 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 76,460,000 discounted commercial paper with a maturity of 272 days to domestic qualified investors on August 19, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Pursuant to our material event disclosure dated 10.08.2021, the Prospectus for the increasing the Company’s paid-in capital from TL 2,000 mn to TL 2,500 mn via a TL 500 mn rights issue within the limits of the registered capital ceiling of TL 6 bn which has been approved by the Capital Markets Board of Turkey is published on our Company's corporate website at www.zorluenerji.com.tr, the Public Disclosure Platform and on the website of Halk Yatırım Menkul Kıymetler AŞ www.halkyatirim.com.tr. It has been registered with the Bursa Trade Registry that the Prospectus was published on the aforementioned websites.

The second coupon payment, amounting to TL 9,077,934.59, on the TL 154,940,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 377 days and with the ISIN Code of TRSZORN22214 was made as of today.

The interest rate for the third coupon payment of TL 154,940,000 nominally valued Corporate Bond, which was sold to qualified investors on February 12, 2021 with a maturity of 377 days and trades with the ISIN Code of TRSZORN22214 has been set as 5.9743%.

Zorlu Enerji has been notified that the Prospectus for the increasing the Company’s paid-in capital from TL 2,000 mn to TL 2,500 mn via a TL 500 mn rights issue has been approved by the Capital Markets Board of Turkey with the Board’s letter dated 06.08.2021 and numbered E-29833736-105.01.01.01-9457.

Accordingly;

- Each existing shareholder will have the right to subscribe to the rights issue at the rate of 25%.

- The subscription period will be 15 days and will commence on August 11, 2021 and expire on August 25, 2021, in accordance with the principles set forth in the Prospectus.

- The subscription price for the rights issue is TL 1 per share, which is the nominal value for 100 shares (1 lot).

- The Prospectus for Zorlu Enerji's rights issue is available on the Public Disclosure Platform (www.kap.gov.tr) and on the websites of Zorlu Enerji's (www.zorluenerji.com.tr) and Halk Yatırım Menkul Kıymetler AŞ (the intermediary for the issue) (www.halkyatirim.com.tr)

- The unexercised rights will be offered for sale, at prices to be formed in the market and not remaining below the nominal value, in the Primary Market of Borsa Istanbul for 2 business days following the expiration of the subscription period.

- The major shareholder Zorlu Holding has pledged to purchase the remaining shares (if any) at the end of the offering.        

Pursuant to our material event disclosure dated 06.08.2021, the final prospectus approved by the Capital Markets Board at its meeting dated 05.08.2021 and numbered 39/1174 and notified to us on 09.08.2021 is presented to the public in the attachement.

Pursuant to our material event disclosure dated 28.05.2021, it was announced in the Capital Markets Board's bulletin dated 05.08.2021 and numbered 2021/38 that the prospectus for Zorlu Enerji’s planned rights issue had been approved. The approved prospectus will be published on the Public Disclosure Platform upon its notification to the Company.

The first coupon payment, amounting to TL 5,608,200 and principal payment of TL 50,000,000 for the lease certificate with the ISIN Code of TRDYVKS72114 was made as of today.

Within the scope of the CMB approval, the Company completed the sale of a TL 61,430,000 lease certificate with a maturity of 160 days to domestic qualified investors on July 30, 2021.

In its periodic review as of 29 July 2021, JCR-Eurasia Rating has assessed the consolidated structure of Zorlu Enerji Elektrik Üretim AŞ and revised its Long-Term National Rating upward to "A- (Trk)" and determined the outlook as“Stable”. On the other hand, the the Company’s Long Term International Foreign and Local Currency Ratings and outlooks were revised upward to "BB / Stable".

With its resolution dated April 29, 2021 the BoD of Zorlu Enerji decided to increase the Company’s paid-in capital from TL 2.0 bn to TL 2.5 bn via a TL 500 mn (25%) rights issue. In the Report of Funds To Be Obtained From Capital Increase, which was published on the Public Disclosure Platform on June 21, 2021, it was stated that TL 306,436,496 amount to be injected by Zorlu Holding AŞ, the controlling shareholder, due to the exercise of pre-emptive rights will be offset against Zorlu Enerji’s outstanding receivables from the former (which has been put as cash advance in the Company beforehand). Accordingly, out of this amount TL 212,281,853 was used for financial debt service including principal and interest payments and other financial expenses, TL 53,634,017 was used for payments to EPİAŞ for electricity procurements, TL 11,000,000 was used for natural gas purchases, and the remaining TL 29,520,626 was used for payment of trade payables.

 

 

The first coupon payment, amounting to TL 5,554,240.38, on the TL 84,470,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 370 days and with the ISIN Code of TRSZORN42220 was made as of today.

Pursuant to our material event disclosures dated 21.06.2021, 23.06.2021 and 19.07.2021, the CMB’s approval for the planned debt issue was announced in the Capital Markets Board’s bulletin dated 14.07.2021 (July 14, 2021) and numbered 2021/36 and notified to the Company on 26.07.2021, and the issue document is presented in the attachment.

The interest rate for the second coupon payment of TL 84,470,000 nominally valued Corporate Bond, which was sold to qualified investors on April 22, 2021 with a maturity of 370 days and trades with the ISIN Code of TRSZORN42220 has been set as 6.2329%.

Pursuant to our material event disclosures dated 21.06.2021 and 23.06.2021, the CMB’s approval for the planned debt issue was announced in the Capital Markets Board’s bulletin dated 14.07.2021 (July 14, 2021) and numbered 2021/36 and the signed application form regarding the issue is presented in the attachment. The issue document will be announced on the Public Disclosure Platform upon its notification to the Company.

The fourth coupon payment, amounting to TL 2,292,336.29, on the TL 42,730,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 482 days and with the ISIN Code of TRSZORNK2116 was made as of today.

 

The interest rate for the fifth coupon payment of TL 42,730,000 nominally valued Corporate Bond, which was sold to qualified investors on July 17, 2020 with a maturity of 482 days and trades with the ISIN Code of TRSZORNK2116 has been set as 5.2570%.

 

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 38,140,000 corporate bond with floating coupon payments with a maturity of 420 days to domestic qualified investors on July 9, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 38,140,000 corporate bond with floating coupon payments with a maturity of 420 days to domestic qualified investors on July 9, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

 

Commercial Paper with the ISIN Code of TRFZORN72117 was redeemed as of today with the completion of the seventh coupon payment amounting TL 270,280.92 and principal payment of TL 20,670,000.

Commercial Paper with the ISIN Code of TRFZORN72125 was redeemed as of today with the completion of the sixth coupon payment amounting TL 392,997.50 and principal payment of TL 21,250,000.

The second coupon payment, amounting to TL 1,306,557.00, on the TL 22,300,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 370 days and with the ISIN Code of TRSZORN12223 was made as of today.

The interest rate for the third coupon payment of TL 22,300,000 nominally valued Corporate Bond, which was sold to qualified investors on January 7, 2021 with a maturity of 370 days and trades with the ISIN Code of TRSZORN12223 has been set as 5.9795%.

Pursuant to Zorlu Enerji’s material event disclosure dated 31.05.2021, the following transactions have been completed:

(i) The transfer Zorlu Enerji’s 997 shares in “Zorlu Sun Power (Private) Limited” (representing 99.7% of the company’s share capital), a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, to “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, for PKR (Pakistan Rupee) 10 per share,

(ii) The transfer of Zorlu Enerji’s 997 shares in “Zorlu Renewable Pakistan (Private) Limited” (representing 99.7% of the company’s share capital), a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, to “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, for PKR 10 per share,

(iii) The acquisition of 2,089,997 shares in “Zorlu Industrial Pakistan (Private) Limited” (representing 99.99% of the company’s share capital) based in Pakistan, which is 99.99% owned by “Zorlu O&M Enerji Tesisleri İşletme ve Bakım Hizmetleri AŞ”, a Zorlu Group company, by “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, for PKR 10 per share,

(iv) The acquisition of 1,199,997 shares in “Zorlu O&M Pakistan Limited” (representing 99.99% of the company’s share capital) based in Pakistan, which is 99.99% owned by “Zorlu O&M Enerji Tesisleri İşletme ve Bakım Hizmetleri AŞ”, a Zorlu Group company, by “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, for PKR 10 per share. 

The third coupon payment, amounting to TL 545,867.30, on the TL 9,850,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 358 days and with the ISIN Code of TRFZORN92115 was made as of today.

The interest rate for the fourth coupon payment of TL 9,850,000 nominally valued Commercial Papaer, which was sold to qualified investors on September 30, 2020 with a maturity of 358 days and trades with the ISIN Code of TRFZORN92115 has been set as 4.9916%.

The fourth coupon payment, amounting to TL 2,878,271.23, on the TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 384 days and with the ISIN Code of TRSZORNK2124 was made as of today.

 

Pursuant to the Article 4.2.8 of the Capital Markets Board’s Communiqué on Corporate Governance, Zorlu Enerji has renewed its existing Directors and Officers Liability Policy for one year. The annual insurance limit of the policy does not exceed 25% of the Company’s share capital.

The interest rate for the fifth coupon payment of TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors on October 23, 2020 with a maturity of 384 days and trades with the ISIN Code of TRSZORNK2124 has been set as 3.5926%.

 

The first coupon payment, amounting to TL 3,025,487.52, on the TL 49,080,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 377 days and with the ISIN Code of TRSZORN42212 was made as of today.

Pursuant to our material event disclosure dated 21.06.2021, necessary applications regarding the planned bond issue have been made to the Capital Markets Board and Borsa Istanbul AS today (June 23, 2021).

 

Enclosed is the revised “Report on the Use of Funds to be Obtained from the Capital Increase” prepared in accordance with the Article 33 of the Capital Markets Board’s Share Communiqué numbered VII-128.1.

The Use of Funds to be Obtained from the Capital Increase Planned  (TL)
Payment of debt to parent company, Zorlu Holding AŞ 306,436,496
Financial debt service (interest, principal and other financial expenses) 167,143,557
Payment of trade payables          26,419,947
Payments to EPİAŞ for electricity procurements 26,419,947
Total 500,000,000

Zorlu Enerji Elektrik Üretim AŞ’s  Board of Directors decided to authorize the Company’s management to carry out the necessary procedures to issue up to TL 950 mn of debt instruments in single or multiple tranches with varying maturities of maximum 5 years. The instruments will be sold to qualified investors in the domestic market and can be issued as discounted bonds and/or as coupon bonds with fixed or variable coupon payments depending on market conditions. The bonds are planned to be priced with annual spreads over the relevant benchmark government bonds and/or the Turkish Lira Reference Interest Rate (TRLIBOR), and/or priced with CPI-linked variable rates. Ak Yatırım Menkul Değerler AŞ is authorized as the financial intermediary for the issue.

The third coupon payment, amounting to TL 1,454,167.78, on the TL 29,845,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 370 days and with the ISIN Code of TRSZORN92118 was made as of today.

The interest rate for the fourth coupon payment of TL 29,845,000 nominally valued Corporate Bond, which was sold to qualified investors on September 18, 2020 with a maturity of 370 days and trades with the ISIN Code of TRSZORN92118 has been set as 5.6859%.

The second coupon payment, amounting to TL 2,860,976.00, on the TL 52,160,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 392 days and with the ISIN Code of TRSZORN12215 was made as of today.

The sixth coupon payment, amounting to TL 352,526.85, on the TL 20,670,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 205 days and with the ISIN Code of TRFZORN72117 was made as of today.

The interest rate for the third coupon payment of TL 52,160,000 nominally valued Corporate Bond, which was sold to qualified investors on December 16, 2020 with a maturity of 392 days and trades with the ISIN Code of TRSZORN12215 has been set as 5.9620%.

The fifth coupon payment, amounting to TL 392,997.50, on the TL 21,250,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 183 days and with the ISIN Code of TRFZORN72125 was made as of today.

Commercial Paper with the ISIN Code of TRFZORN62126 was redeemed as of today with the completion of the sixth coupon payment amounting TL 324,538.77 and principal payment of TL 47,240,000.

Corporate Bond with the ISIN Code of TRSZORN62129 was redeemed as of today with the completion of the fifth coupon payment amounting TL 469,062.50 and principal payment of TL 9,500,000.

Commercial Paper with the ISIN Code of TRFZORN62118 was redeemed as of today with the completion of the fourth coupon payment amounting TL 2,017,956.23 and principal payment of TL 40,870,000.

Corporate Bond with the ISIN Code of TRSZORN62111 was redeemed as of today with the completion of the sixth coupon payment amounting TL 835,514.14 and principal payment of TL 14,600,000.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 22,200,000 discounted commercial paper with a maturity of 223 days to domestic qualified investors on June 3, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 103,860,000 corporate bond with floating coupon payments with a maturity of 385 days to domestic qualified investors on June 3, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Within the scope of the CMB approval, the Company completed the sale of a TL 40,000,000 lease certificate with a maturity of 147days to domestic qualified investors on June 2, 2021.

The fourth coupon payment, amounting to TL 2,328,750 and principal payment of TL 50,000,000 for the lease certificate with the ISIN Code of TRDYVKS62115 was made as of today.

Pursuant to our material event disclosure dated 31.05.2021, Zorlu Yenilenebilir Enerji AŞ, a wholly-owned subsidiary of Zorlu Enerji, completed the sale of an USD 300 mn Eurobond to international qualified investors on June 1, 2021. Out of the total USD 300 mn, USD 37.5 mn will be redeemed in the 3rd year on 03.06.2024, USD 37.5 mn in the 4th year on 02.06.2025 and the remaining USD 225 mn will be redeemed at maturity on 01.06.2026. The bonds are traded on the Irish Stock Exchange (Euronext Dublin).

Pursuant to Zorlu Enerji’s Board of Directors’ resolution dated 31.05.2021 and numbered 2021/29, within the scope of group restructuring regarding the Company’s operations in Pakistan;

(i) “Zorlu Enerji Asia Holding Limited”, a wholly-owned subsidiary of Zorlu Enerji based in Dubai, which owns 997 shares (representing 99.7% of the company’s share capital) in “Zorlu Solar Pakistan Limited” will transfer these shares to “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan,

(ii) Zorlu Enerji will transfer its 997 shares (representing 99.7% of the company’s share capital) in “Zorlu Sun Power (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, to “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan,

(iii) Enerji will transfer its 997 shares (representing 99.7% of the company’s share capital) in “Zorlu Renewable Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, to “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan,

(iv) “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, will acquire 2,089,997 shares (representing 99.99% of the company’s share capital) in “Zorlu Industrial Pakistan (Private) Limited”, based in Pakistan, which is 99.99% owned “Zorlu O&M Enerji Tesisleri İşletme ve Bakım Hizmetleri AŞ”, a Zorlu Group company,

(v) “Zorlu Wind Pakistan (Private) Limited”, a 99.7% owned subsidiary of Zorlu Enerji based in Pakistan, will acquire 1,199,997 shares (representing 99.99% of the company’s share capital) in “Zorlu O&M Pakistan Limited” based in Pakistan, which is 99.99% owned by “Zorlu O&M Enerji Tesisleri İşletme ve Bakım Hizmetleri AŞ”, a Zorlu Group company,

The price for the aforementioned share transfers is determined as 10 PKR (Ten Pakistani Rupee) per share which will be paid upfront in cash.

 

Pursuant to our material event disclosure dated 26.05.2021, the Capital Markets Board had approved the application of Zorlu Yenilenebilir Enerji AŞ, a wholly-owned subsidiary of Zorlu Enerji, to issue Eurobonds for sale to international qualified investors within the format of “Rule 144A” and/or “Regulation S. The nominal value of the Eurobonds is USD 300,000,000 with a maturity of 5 years. Out of the total USD 300 mn, USD 37.5 mn will be redeemed in the 3rd year, USD 37.5 mn in the 4th year and the remaining USD 225 mn will be redeemed at maturity. The bonds will be traded on the Irish Stock Exchange (Euronext Dublin).

The draft prospectus signed by Zorlu Enerji and the authorized intermediary institution, which was prepared for the planned rights issue, has been submitted to the Capital Markets Board today. Attached is the draft prospectus.

Enclosed is the “Report on the Use of Funds to be Obtained from the the Capital Increase” prepared in accordance with the Article 33 of the Capital Markets Board’s Share Communiqué numbered VII-128.1.

The Use of Funds to be Obtained from the Capital Increase Planned
 (TL)
Vendor Payments 76,512,370
Repayment of Financial Debt  246,237,630
Payment for the Acquisition of Zorlu Doğal Gaz Tedarik Shares 177,250,000
Total 500,000,000

 

 

An application has been made to the Capital Markets Board today for the approval of the prospectus prepared for increasing the paid-in capital of Zorlu Enerji from TL 2.0 bn to TL 2.5 bn via a 25% rights issue, within the limits of the registered capital ceiling of TL 6 bn.

Pursuant to our material event disclosure dated 13.05.2021, Zorlu Yenilenebilir Enerji AŞ’s, a wholly-owned subsidiary of Zorlu Enerji, book building process for the Eurobonds to be issued for sale to international qualified investors within the format of “Rule 144A” and/or “Regulation S” is completed. The nominal value of the Eurobonds to be issued is USD 300,000,000 with a maturity of 5 years. Out of USD 300 mn, USD 37.5 mn will be redeemed at the 3rd year, USD 37.5 mn will be redeemed at the 4th year and the remaining USD 225 mn will be redeemed at the maturity. The bonds will be listed on the Irish Stock Exchange (Euronext Dublin). The sale transaction is expected to be completed on June 1, 2021, following the execution of the agreement for issuance and obtaining the Capital Markets Board approval for the issuance certificate.

Decision is made to liquidate Zorlu Enerji Asia Holding Limited, a wholly-owned subsidiary of Zorlu Enerji Elektrik Üretim AŞ based in the Dubai International Financial Center (Dubai International Financial Center) due to a change in business plan. As of 20 May 2021, the liquidation procedures have been initiated in line with the laws and rules of the country in which the company is based.

The interest rate for the second coupon payment of TL 154,940,000 nominally valued Corporate Bond, which was sold to qualified investors on February 12, 2021 with a maturity of 377 days and trades with the ISIN Code of TRSZORN22214 has been set as 5.8590%.

The fifth coupon payment, amounting to TL 1,183,598.20, on the TL 47,240,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 321 days and with the ISIN Code of TRFZORN62126 was made as of today.

 

The fifth coupon payment, amounting to TL 364,288.08, on the TL 20,670,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 205 days and with the ISIN Code of TRFZORN72117 was made as of today.

Pursuant to our material event disclosures dated 12.03.2021, 17.03.2021, 09.04.2021 and 12.04.2021, Zorlu Yenilenebilir Enerji AŞ, a wholly-owned subsidiary of Zorlu Enerji, mandated BofA Securities for issuing Eurobonds to international qualified investors within the format of "Rule 144A" and/or "Regulation S". Starting from today (May 13, 2021), the Company’s senior management will hold a series of virtual meetings with potential investors from Europe and the United States. Zorlu Yenilenebilir Enerji AŞ was rated as B- by both S&P and Fitch Ratings. Final decision on the amount of issuance and terms will be determined following the investor meetings.

Regarding the news in the printed and visual media, the explosion which occurred near the Dorad field in Ashkelon, Israel last night due to the unfortunate developments between Israel and Palestine, has no effect on the Dorad Natural Gas Power Plant operating in the same region, in which Zorlu Enerji has a 25% stake. The lives of all employees working in the facilities are also secure.

The fourth coupon payment, amounting to TL 406,087.50, on the TL 21,250,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 183 days and with the ISIN Code of TRFZORN72125 was made as of today.

 

The Board of Directors of Zorlu Enerji Elektrik Üretim AŞ (the "Company") took the following decisions:

1- Pursuant to the Article 6 of the Company's Articles of Association, Zorlu Enerji will increase its paid-in capital from TL 2.0 bn to TL 2.5 bn via a TL 500 mn (25%) rights issue in order to raise funding for its planned investments,

2- The existing shareholders' pre-emptive rights will not be restricted and the subscription price will be TL 0.01 per share which is the nominal value for one share,

3- Pursuant to the Board decision of Zorlu Holding AŞ, the controlling shareholder, dated 29.04.2021 and numbered 2021/14, the total cash amount to be injected by Zorlu Holding due to the exercise of pre-emptive rights will be offset against Zorlu Enerji’s outstanding receivables from the former (which has been put as cash advance in the Company beforehand),

4- Group A shareholders will receive Group A shares and Group B shareholders will receive Group B shares in the rights issue,

5- The subscription period will be 15 days, which will end on the following business day if the last day falls on a national holiday,

6- The unexercised shares will be offered for sale as Group B shares in the Primary Market of Borsa Istanbul at prices not less than the nominal value for 2 business days following the expiration of the subscription period,

7- The Group B shares to be issued in the rights issue will be in the form of “tradable shares on the stock exchange”,

8- Pursuant to its Board decision dated 29.04.2021 and numbered 2021/14, Zorlu Holding AŞ, has pledged to purchase the remaining shares (if any) at the end of the offering period within 3 business days at a price not remaining below the average of the offering prices,

9- Zorlu Enerji’s management will be authorized to carry out the necessary transactions for the right issue.

Zorlu Enerji Elektrik Üretim AŞ’s Annual General Meeting for the year 2020, which was held on April 27, 2021, has been registered by Bursa Trade Registry Office on April 29, 2021 (today).

Pursuant to our material event disclosure dated 05.04.2021, Board of Directors’ resolution that there could be no profit distribution due to  accumulated losses from previous years has been submitted to the information of shareholders at the Company’s 2020 Annual General Meeting.

Pursuant to our material event disclosure dated 05.04.2021, Board of Directors’ proposal regarding the selection of KPMG Bağımsız Denetim ve SMMM AŞ as the independent audit firm has been accepted at the  Company's 2020 Annual General Meeting.

 

At its meeting on 27.04.2021, the Company’s Board of Directors resolved to;

  1. Appoint Mr. Bekir Ağırdır, Independent Member of the Board, as the Chairman of the Corporate Governance Committee and Mr. Mehmet Emre Zorlu, Board Member, and Ms. Başak Dalga, Investor Relations Manager, as the Committee members,

  2. Appoint Mr. Cem Mengi, Independent Member of the Board, as the Chairman of the Audit Committee and Mr. Bekir Ağırdır, Independent Member of the Board, as the Committee Member,

  3. Appoint Mr. Cem Mengi, Independent Member of the Board, as the Chairman of the Early Detection of Risk Committee and Mr. Olgun Zorlu, Board Member, as the Committee Member.

At its meeting held on 27.04.2021; the Company’s Board of Directors resolved to elect Mr. Zeki Zorlu as the Chairman of the Board, Mr. Bekir Ağırdır as the Vice Chairman and Mr. Ahmet Nazif Zorlu, Mr. Olgun Zorlu, Mrs. Selen Zorlu Melik, Mr. Mehmet Emre Zorlu, Mr. Bekir Cem Köksal, Mr. Cem Mengi and Ms. Ayşegül İldeniz as the other members of the Board.

Zorlu Enerji Elektrik Üretim AŞ’s Annual General Meeting for the year 2020 was held on April 27, 2021 at 2:00 pm at the address of Levent 199 Büyükdere Cad. No: 199  Floor: -1 34394 Şişli/Istanbul.

Click here for the Minutes of the Meeting.

Click here for the List of Attendees.

The third coupon payment, amounting to TL 2,916,349.27, on the TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 384 days and with the ISIN Code of TRSZORNK2124 was made as of today.

The interest rate for the fourth coupon payment of TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors on October 23, 2021 with a maturity of 384 days and trades with the ISIN Code of TRSZORNK2124, has been set as 3.4922%.

Commercial Paper with the ISIN Code of TRFZORN42110 was redeemed as of today (April 22, 2021) with the completion of the principal payment of TL 19,300,000.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 73,090,000 discounted commercial paper with a maturity of 154 days to domestic qualified investors on April 22, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 84,470,000 corporate bond with floating coupon payments with a maturity of 370 days to domestic qualified investors on April 22, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Within the scope of the CMB approval, the Company completed the sale of a TL 45,000,000 lease certificate with a maturity of 148 days to domestic qualified investors on April 22, 2021.

Commercial Paper with the ISIN Code of TRFZORN42128 was redeemed as of today with the completion of the sixth coupon payment amounting TL 1,242,928.55 and principal payment of TL 80,220,000.

The fourth coupon payment, amounting to TL 352,526.85, on the TL 20,670,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 205 days and with the ISIN Code of TRFZORN72117 was made as of today.

 

The third coupon payment, amounting to TL 1,887,725.94, on the TL 42,730,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 482 days and with the ISIN Code of TRSZORNK2116 was made as of today.

The interest rate for the fourth coupon payment of TL 42,730,000 nominally valued Corporate Bond, which was sold to qualified investors on July 17, 2021 with a maturity of 482 days and trades with the ISIN Code of TRSZORNK2116, has been set as 5.3647%.

Zorlu Jeotermal Enerji Elektrik Üretim AŞ, a wholly-owned subsidiary of Zorlu Enerji, won the tenders for geothermal resource exploration permits held by Ayter Aydın Termal Turizm ve Jeotermal Sistemleri AŞ. The company offered to pay TL 6,250,000 + VAT for the Kuyucak and TL 600,000 + VAT for the Nazilli/Diracik geothermal sites.

Pursuant to our material event disclosures dated 12.03.2021, 17.03.2021 and 09.04.2021, Zorlu Yenilenebilir Enerji AŞ, a wholly-owned subsidiary of Zorlu Enerji, has been notified today (April 12, 2021) that the Capital Markets Board had approved the Company’s application to issue debt instruments abroad.

 

Pursuant to our material event disclosures dated 01.03.2021, 05.03.2021 and 09.03.2021, Capital Markets Board had approved Zorlu Enerji’s application to issue lease certificates, which will have a size of up to TL 400 mn and varying maturities between 1-60 months and will be issued in the form of a private placement or sale to qualified investors without public offering.

 

The third coupon payment, amounting to TL 392,997.50, on the TL 21,250,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 183 days and with the ISIN Code of TRFZORN72125 was made as of today.

Pursuant to our material event disclosures dated 12.03.2021 and 17.03.2021, Capital Markets Board had approved Zorlu Yenilenebilir Enerji AŞ’s, a wholly-owned subsidiary of Zorlu Enerji, application to issue debt instruments abroad today (April 8, 2021).

 

The first coupon payment, amounting to TL 1,306,557.00, on the TL 22,300,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 370 days and with the ISIN Code of TRSZORN12223 was made as of today.

Within the scope of the CMB approval, lease certificate with the ISIN Code of TRDYVKS42117 with a maturity of 166 days was redeemed as of today (April 7, 2021) with the completion of the coupon payment amounting TL 3,167,640 and principal payment of TL 35,000,000.

The interest rate for the second coupon payment of TL 22,300,000 nominally valued Corporate Bond, which was sold to qualified investors on January 7, 2021 with a maturity of 370 days and trades with the ISIN Code of TRSZORN12223, has been set as 5.8590%.

 

At its meeting on 5 April 2021, the Company’s Board of Directors made the following decision.

Taking into consideration the assessments of the Audit Committee dated 5 April 2021, the Company's Board resolved to nominate KPMG Bağımsız Denetim ve SMMM AŞ as the independent auditor for auditing the Company’s financial reports for the fiscal year 2021 in accordance with the Turkish Commercial Code, the Capital Market Law and related regulations and for carrying out the other duties required under these laws and to submit this selection to the approval of shareholders at the Company’s 2020 Annual General Meeting.

 

At its meeting on 5 April 2021, the Company’s Board of Directors made the following decision.

Zorlu Enerji Elektrik Üretim AŞ recorded TL 38,207 thousands of net profit in its consolidated financial statements prepared in accordance with the Turkish Accounting Standards/Turkish Financial Reporting Standards as per the Capital Market Law and related Communiqués and TL 258,860 thousands of net profit in its statutory financial statements prepared as per the Turkish Commercial Code and Tax Procedure Law. In view of the Company’s CMB and statutory financial statements, it is determined that no profit distribution could be made for the year 2020 due to accumulated losses from previous years and this matter will be presented to the information of shareholders at the Company’s 2020 Annual General Meeting.

Click here for the Profit Distribution Table.

Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors made the following decisions.

- Zorlu Enerji Elektrik Üretim AŞ’s Annual General Meeting for the year 2020 will be held on 27 April 2021 at 2:00 pm at the address of Levent 199 Büyükdere Caddesi No: 199 34394 Şişli/Istanbul in order to discuss and resolve the aforementioned agenda items.

- The Board of Directors is authorized to make the invitation for the Annual General Meeting in accordance with the Company's Articles of Association and related regulations.

- Pursuant to the Capital Markets Board’s Corporate Governance Principles and Communiqués, the agenda item, the documents and the reports to be discussed at the Annual General Meeting will be submitted to the information of the shareholders at the Company’s website under the "Information Memorandum for the Annual General Meeting" heading and the Board of Directors is authorized to make the necessary material event disclosures.

Click here for the Agenda.

Click here for the Invitation.

The second coupon payment, amounting to TL 454,321.40, on the TL 9,850,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 358 days and with the ISIN Code of TRFZORN92115 was made as of today.

 

The interest rate for the third coupon payment of TL 9,850,000 nominally valued Commercial Paper, which was sold to qualified investors on September 30, 2020 with a maturity of 358 days and trades with the ISIN Code of TRFZORN92115, has been set as 5.5418%.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 49,080,000 corporate bond with floating coupon payments with a maturity of 377 days to domestic qualified investors on March 26, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 62,610,000 discounted commercial paper with a maturity of 146 days to domestic qualified investors on March 26, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper with the ISIN Code of TRFZORN32111 was reedemed as of today (March 26, 2021) with the completion of the principal payment of TL 31,540,000.

Commercial Paper with the ISIN Code of TRFZORN32129 was reedemed as of today (March 26, 2021) with the completion of the principal payment of TL 62,090,000.

The fifth coupon payment, amounting to TL 1,285,766.16, on the TL 80,220,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 181 days and with the ISIN Code of TRFZORN42128 was made as of today.

 

The second coupon payment, amounting to TL 1,302,167.19, on the TL 29,845,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 370 days and with the ISIN Code of TRSZORN92118 was made as of today.

The interest rate for the third coupon payment of TL 29,845,000 nominally valued Corporate Bond, which was sold to qualified investors on September 18, 2020 with a maturity of 370 days and trades with the ISIN Code of TRSZORN92118, has been set as 4.8724%.

The third coupon payment, amounting to TL 352,526.85, on the TL 20,670,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 205 days and with the ISIN Code of TRFZORN72117 was made as of today.

 

The first coupon payment, amounting to TL 2,860,976.00, on the TL 52,160,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 392 days and with the ISIN Code of TRSZORN12215, was made as of today.

Pursuant to our material event disclosure dated 12.03.2021, necessary applications were made to the Capital Markets Board today (17.03.2021) regarding the planned debt instrument issuance.

The interest rate for the second coupon payment of TL 52,160,000 nominally valued Corporate Bond, which was sold to qualified investors on December 16, 2020 with a maturity of 392 days and trades with the ISIN Code of TRSZORN12215, has been set as 5.4850%.

The fourth coupon payment, amounting to TL 1,145,428.28, on the TL 47,240,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 321 days and with the ISIN Code of TRFZORN62126 was made as of today.

The Board of Directors of Zorlu Yenilebilir Enerji Anonim Şirketi, Zorlu Enerji’s wholly-owned subsidiary, resolved to issue corporate bonds worth up to USD350 mn or equivalent foreign currency /Turkish Lira, in single or multiple tranches with fixed and/or variable interest rates and at varying maturities, to be determined according to prevailing market conditions at the time of issuance. The bonds will be sold outside of Turkey without being offered for sale domestically. Within this scope, necessary applications will be made to the Capital Markets Board, Central Securities Depository and other institutions for the issuance.

The third coupon payment, amounting to TL 1,791,413.84, on the TL 40,870,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 357 days and with the ISIN Code of TRFZORN62118 was made as of today.

 

The second coupon payment, amounting to TL 392,997.50, on the TL 21,250,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 183 days and with the ISIN Code of TRFZORN72125 was made as of today.

The fourth coupon payment, amounting to TL 415,587.00, on the TL 9,500,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 449 days and with the ISIN Code of TRSZORN62129 was made as of today.

The interest rate for the fifth coupon payment of TL 9,500,000 nominally valued Corporate Bond, which was sold to qualified investors on March 11, 2020 with a maturity of 449 days and trades with the ISIN Code of TRSZORN62129, has been set as 4.9375%.

The interest rate for the fourth coupon payment of the TL 40,870,000 nominally valued commercial paper, which was sold to qualified investors on June 11, 2020 with a maturity of 357 days and trades with the ISIN Code of TRFZORN62118, has been set as 4.9375%.

EMRA has approved the application of Rotor Elektrik Üretim AŞ, a wholly owned subsidiary of Zorlu Enerji, to amend the generation license of its Gökçedağ Wind Power Plant for increasing the installed capacity from 135 MW to 150.6 MW in order to allow an additional capacity increase of 15.6 MW.

Pursuant to our material event disclosures dated 01.03.2021 and 05.03.2021, Zorlu Enerji has been notified today that Energy Market Regulatory Authority had approved the Company’s application to issue lease certificates.

Pursuant to our material event disclosures dated 01.03.2021 and 05.03.2021, Zorlu Enerji submitted its application to the Capital Markets Board for its planned issuance of management agreement based lease certificates, which will have a size of up to TL 400 mn and varying maturities between 1-60 months and will be issued in the form of sale to qualified investors without public offering.

The fifth coupon payment, amounting to TL 774,325.56, on the TL 14,600,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 546 days and with the ISIN Code of TRSZORN62111, was made as of today.

The interest rate for the sixth coupon payment of TL 14,600,000 nominally valued Corporate Bond, which was sold to qualified investors on December 3, 2019 with a maturity of 546 days and trades with the ISIN Code of TRSZORN62111, has been set as 5.7227%.

The third coupon payment of TL 2,184,450.00 on the lease certificate (ISIN Code: TRDYVKS62115) was made as of today.

At its meeting on March 1, 2021, the Board of Directors of Zorlu Enerji Elektrik Üretim AŞ (the Company) resolved, in accordance with the Capital Markets Law and the Communiqué On Lease Certificates of Capital Markets Board (the Communiqué), to participate as a Fund User / Originator in the issuance of management agreement based lease certificates according to the Articles 4/1b and 6 of the Communiqué, which will have a size of up to TL 400 mn and varying maturities between 1-60 months and will be sold to qualified investors in the domestic market without public offering.

Yatırım Varlık Kiralama AŞ will be the issuer and Türkiye Sınai Kalkınma Bankası AŞ will act as  the financial intermediary for the issue as per the agreement between Yatırım Varlık Kiralama AŞ and Türkiye Sınai Kalkınma Bankası AŞ.

The application for the afore-mentioned issuance has been submitted to EMRA. Necessary disclosure will be made to public when the application is submitted to the Capital Markets Board.

Zorlu Enerji Elektrik Üretim AŞ’s Annual General Meeting for the year 2020, which was held on February 19, 2021, has been registered by Bursa Trade Registry Office on February 23, 2021 (today).

The second coupon payment, amounting to TL 2,870,029.23, on the TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 384 days and with the ISIN Code of TRSZORNK2124, was made as of today.

The fourth coupon payment amounting to TL 1,328,603.64 on the TL 80,220,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN42128 was made as of today.

Zorlu Enerji Elektrik Üretim AŞ’s Extraordinary General Assembly Meeting for the year 2021 was held on 19 February 2021 at 14:00 pm at the address of Levent 199 Büyükdere Caddesi No: 199 34394 Şişli/Istanbul. At the Extraordinary General Assembly Meeting of the Company; the amendment of Article 6 of the Company's Articles of Association has been accepted.

Zorlu Enerji Elektrik Üretim AŞ’s Extraordinary General Assembly Meeting for the year 2021 was held on 19 February 2021 at 14:00 pm at the address of Levent 199 Büyükdere Caddesi No: 199 34394 Şişli/Istanbul. At the Extraordinary General Assembly Meeting of the Company; the amendment of Article 6 of the Company's Articles of Association has been accepted.

Zorlu Enerji Elektrik Üretim AŞ’s Extraordinary General Assembly Meeting for the year 2021 was held on 19 February 2021 at 14:00 pm at the address of Levent 199 Büyükdere Caddesi No: 199 34394 Şişli/Istanbul. At the Extraordinary General Assembly Meeting of the Company; the amendment of Article 6 of the Company's Articles of Association has been accepted.

The interest rate for the third coupon payment of TL 82,420,000 nominally valued Corporate Bond, which was sold to qualified investors on October 23, 2020 with a maturity of 384 days and trades with the ISIN Code of TRSZORNK2124, has been set as 3.5384%.

The second coupon payment, amounting to TL 364,288.08, on the TL 20,670,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 205 days and with the ISIN Code of TRFZORN72117, was made as of today.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 154,940,000 corporate bond with floating coupon payments with a maturity of 377 days to domestic qualified investors on February 12, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 65,060,000 discounted commercial paper with a maturity of 188 days to domestic qualified investors on February 12, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

 

Commercial Paper with the ISIN Code of TRFZORN22112 was reedemed as of today with the completion of the fourth coupon payment amounting TL 3,859,390.32 and principal payment of TL 102,420,000.

Pursuant to our material event disclosures dated 21.01.2021 22.01.2021 and 03.02.2021,  Ministry of Trade has approved Zorlu Enerji’s application to obtain the required permission to amend the Article 6 of the Company's Articles of Association titled “The Capital of the Company”.

Pursuant to our material event disclosures dated 21.01.2021 22.01.2021 and 03.02.2021, Ministry of Trade has approved Zorlu Enerji’s application to obtain the required permission to amend the Article 6 of the Company's Articles of Association titled “The Capital of the Company”.

The first coupon payment, amounting to TL 419,198.75, on the TL 21,250,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 183 days and with the ISIN Code of TRFZORN72125, was made as of today.

Pursuant to our material event disclosures dated 21.01.2021 and 22.01.2021, Capital Markets Board has approved Zorlu Enerji’s application to obtain the required permission to amend the Article 6 of the Company's Articles of Association titled “The Capital of the Company”.

Pursuant to our material event disclosures dated 21.01.2021 and 22.01.2021, Capital Markets Board has approved Zorlu Enerji’s application to obtain the required permission to amend the Article 6 of the Company's Articles of Association titled “The Capital of the Company”.

Within the scope of the Capital Markets Board’s approval, Zorlu Enerji completed the sale of a TL 50,000,000 of management based lease certificate with a maturity of 178 days to domestic qualified investors on February 2, 2021.

The management based lease certificate with a nominal value of TL 40,000,000 and a maturity of 180 days which was sold to domestic qualified investors was reedemed as of today (February 2, 2021) with the completion of the coupon payment and the principal payment.

Today, our Company has made the necessary application to Capital Markets Board for the amendment of the Article 6 of the Company's Articles of Association.

The third coupon payment amounting to TL 1,285,766.16 on the TL 80,220,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN42128 was made as of today.

Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors took the following decisions at its meeting today:

- Zorlu Enerji aims to maximize its profit and market value by maintaining a balanced capital structure while conducting its operations efficiently. As a result of the evaluations made by taking into account the Company’s investment plans, it is determined that the existing registered capital ceiling will not be sufficient to meet the Company’s future targets although the current registered capital ceiling is not fully reached, 

- As per the Article 18 of the Capital Market Law and the CMB’s Communiqué on Registered Capital System, Zorlu Enerji’s registered capital ceiling will be increased from TL 3,000,000,000 to TL 6,000,000,000,

- The Article 6 of the Company’s Articles of Association will be amended within the framework of the proposed increase in the Company’s registered capital ceiling,

- In addition, the Company will initiate the process for up to a 100% rights issue to be undertaken without restricting the rights of the existing shareholders,

- After the announcement of the FY20 financial statements, the Board of Directors will evaluate and make a decision on the amount, the subscription price and the sales method for the new shares to be issued within the scope of the targeted rights issue (up to 100%) and will make a public disclosure,

- The management will be authorized to carry out the necessary transactions related with this resolution.

Corporate Bond with the ISIN Code of TRSZORN12124 was reedemed as of today with the completion of the sixth coupon payment amounting to TL 234,245.74 and principal payment of TL 12,180,000.

Corporate Bond with the ISIN Code of TRSZORN12116 was reedemed as of today with the completion of the sixth coupon payment amounting to TL 1,818,266.44 and principal payment of TL 24,310,000.

The first coupon payment, amounting to TL 352,526.85, on the TL 20,670,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 205 days and with the ISIN Code of TRFZORN72117, was made as of today.

The third coupon payment, amounting to TL 1,145,428.28, on the TL 47,240,000 nominally valued Commercial Paper, which was sold to qualified investors with a maturity of 321 days and with the ISIN Code of TRFZORN62126, was made as of today.

The second coupon payment, amounting to TL 1,804,487.90, on the TL 42,730,000 nominally valued Corporate Bond, which was sold to qualified investors with a maturity of 482 days and with the ISIN Code of TRSZORNK2116, was made as of today.

The interest rate for the third coupon payment of TL 42,730,000 nominally valued Corporate Bond, which was sold to qualified investors on July 17, 2020 with a maturity of 482 days and trades with the ISIN Code of TRSZORNK2116, has been set as 4.4178%.

Within the scope of the “Regulation on Amending the Electricity Market Licensing Regulation” published in the Official Gazette dated March 8, 2020, and numbered 31062 and entered into force on July 1, 2020, Zorlu Jeotermal Enerji Elektrik Üretim AŞ, a wholly-owned subsidiary of Zorlu Enerji, will establish a solar power plant to be integrated to its existing Alaşehir I GPP (45 MW), as a result of which, the facility will operate as a hybrid renewable power plant and generate electricity from both geothermal and solar energy (Main Source: Geothermal + Auxiliary Source: Solar). Accordingly, the company applied to EMRA to amend the generation license of the Alaşehir I GPP to 48.5880 MWm/45 MWe.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 21,250,000 commercial paper with fixed coupon payments with a maturity of 183 days to domestic qualified investors on January 7, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on October 19, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 950 mn and with a maximum maturity of 5 years for sale in single or multiple tranches to qualified investors in the domestic market.

Within this scope, the Company completed the sale of a TL 22,300,000 corporate bond with floating coupon payments with a maturity of 370 days to domestic qualified investors on January 7, 2021. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper with the ISIN Code of TRFZORN12113 was reedemed as of today (January 7, 2021) with the completion of the principal payment of TL 30,000,000.