Material Event Disclosures


The interest rate for the first coupon payment of the TL 5,650,000 nominally valued commercial paper, which was sold to qualified investors on May 31, 2019 with a maturity of 565 days and trades with the ISIN Code of TRSZORNA2019, has been set as 4.2393%. 

Lease certificate with the ISIN Code of TRDKTLME1914 was reedemed as of today (October 01, 2019) with the completion of the eighth coupon payment amounting TL 5,825,599.99 and principal payment of TL 100,000,000.

The second coupon payment amounting to TL 2,008,408.72 on the TL 80,160,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN22021 was made as of today.

Zorlu Enerji has announced on September 9, 2019 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 600 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 55,850,000 discounted commercial paper with a maturity of 210 days to domestic qualified investors on September 20, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on September 9, 2019 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 600 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 12,180,000 corporate bond with coupon payments with a maturity of 488 days to domestic qualified investors on September 20, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on September 9, 2019 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 600 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 17,620,000 fixed rate commercial paper with a maturity of 364 days to domestic qualified investors on September 20, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper with the ISIN Code of TRFZORN91919 was redeemed as of today (September 20, 2019) with the completion of the principal payment of TL 49,480,000.

Commercial Paper with the ISIN Code of TRFZORN91927 was redeemed as of today (September 20, 2019) with the completion of the principal payment of TL 22,840,000.

Pursuant to our material event disclosures dated 15.01.2018, 16.01.2018, 26.04.2019, 21.08.2019 and 10.09.2019, Zorlu Enerji Elektrik Üretim AŞ (Zorlu Enerji) has applied to the CMB to merge with its wholly-owned subsidiary Zorlu Hidroelektrik Enerji Üretim AŞ (Zorlu Hidroelektrik). The transaction will be in the form of a facilitated merger, whereby Zorlu Enerji will take over all the assets and liabilities of Zorlu Hidroelektrik.

Pursuant to our material event disclosures dated 15.01.2018, 16.01.2018, 26.04.2019 and 21.08.2019,  since the transactions with related authorities were awaited to be concluded, Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors updated its resolution as of September 9, 2019 in order to take into account the latest financial statements and will apply to the related authorities with the 30.06.2019 dated financial statements in order to obtain approval for its planned merger with its wholly-owned subsidiary Zorlu Hidroelektrik Enerji Üretim AŞ (Zorlu Hidroelektrik). The transaction will be in the form of a facilitated merger, whereby Zorlu Enerji will take over all the assets and liabilities of Zorlu Hidroelektrik.

Pursuant to our material event disclosure dated 06.08.2019, Zorlu Enerji has been notified today that Capital Markets Board had approved Zorlu Enerji’s application to issue a debt instrument.

The first coupon payment amounting to TL 750,250.80 on the TL 9,430,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN42011 was made as of today.

The first coupon payment amounting to TL 353,379.85 on the TL 5,270,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN42029 was made as of today.

Pursuant to our material event disclosure dated 08.02.2018, a partnership agreement between Zorlu Enerji Elektrik Üretim AŞ (the Company) and Jerusalem District Electricity Co. Ltd. (“JDECO”) has been signed to establish a Joint Venture Company, in which Zorlu Enerji and JDECO will have 75% and 25% stakes, respectively.

Under this agreement, a solar power plant is planned to be developed in Jericho, Palestine with an installed capacity of 1.8 MW by ZJ Strong Energy For Renewable Energy Ltd. Co. (ZJ Strong), in which the Company and JDECO have 75% and 25% stakes, respectively as disclosed in our material event disclosure dated 22.05.2019.

The plant will be built on a land, which will be leased from JDECO by ZJ Strong for 25 years. Within this scope, a Land Lease Agreement has been signed between JDECO and ZJ Strong.

A Power Purchase Agreement has been signed between ZJ Strong and JDECO. As per the agreement, ZJ Strong will sell electricity to JDECO at a guaranteed price linked to US Dollars (USD) for 25 years. The sale price will be set in USD based on the USD/ILS exchange rate effective on the date of the agreement and will be paid in ILS terms throughout the term of the agreement.

ZJ Strong has signed a 5 million ILS loan agreement with the Bank of Palestine to finance the power plant investment. The maturity of the loan is 13 years and 9 months with a 9-month grace period.

The interest rate for the second coupon payment of the TL 9,430,000 nominally valued commercial paper, which was sold to qualified investors on May 31, 2019 with a maturity of 322 days and trades with the ISIN Code of TRFZORN42011, has been set as 5.6621%.

The interest rate for the second coupon payment of the TL 5,270,000 nominally valued commercial paper, which was sold to qualified investors on June 14, 2019 with a maturity of 308 days and trades with the ISIN Code of TRFZORN42029, has been set as 5.6621%.

The fifth coupon payment amounting to TL 779,510.00 on the TL 10,000,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNE1926 was made as of today.

The second coupon payment amounting to TL 403,168.72 on the TL 5,090,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN22013 was made as of today.

The first coupon payment amounting to TL 1,943,639.41 on the TL 80,160,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN22021 was made as of today.

The interest rate for the sixth coupon payment of the TL 10,000,000 nominally valued corporate bond, which was sold to qualified investors on May 23, 2018 with a maturity of 526 days and trades with the ISIN Code of TRSZORNE1926, has been set as 3.8986%.

The interest rate for the third coupon payment of the TL 5,090,000 nominally valued commercial paper, which was sold to qualified investors on February 22, 2019 with a maturity of 364 days and trades with the ISIN Code of TRFZORN22013, has been set as 5.4993%.

The interest rate for the second coupon payment of the TL 80,160,000 nominally valued commercial paper, which was sold to qualified investors on July 24, 2019 with a maturity of 212 days and trades with the ISIN Code of TRFZORN22021, has been set as 2.5055%.

Pursuant to our material event disclosures dated 15.01.2018, 16.01.2018 and 26.04.2019, EMRA has approved Zorlu Enerji Elektrik Üretim AŞ’s (Zorlu Enerji) application to merge with its wholly-owned subsidiary Zorlu Hidroelektrik Enerji Üretim AŞ (Zorlu Hidroelektrik). The merger will be in the form of a facilitated merger, whereby Zorlu Enerji will takeover all the assets and liabilities of Zorlu Hidroelektrik.

Zorlu Enerji Elektrik Üretim AŞ (the Company) decided to purchase a 42.15% stake in Israel based Adnit Real Estate Ltd., which is fully owned by Edeltech Ltd., a related party of the Company in Israel, and the share transfer has been completed. Adnit Real Estate Ltd. recently won a 13 MW solar power plant tender held by the Israel Electric Corporation (IEC).

Pursuant to our material event disclosure dated 06.08.2019, Zorlu Enerji submitted its applications to the Capital Markets Board and Borsa Istanbul AŞ for its planned corporate bond issuance as of today (07.08.2019).

In order to evaluate different strategic options such as strategic and/or financial partnership for the most efficient utilization of assets in its portfolio, Zorlu Enerji Elektrik Üretim AŞ’s (the Company) Board of Directors decided to transfer the Company’s entire 9,970 PKR (Pakistan Rupee) nominally valued shares in Zorlu Solar Pakistan Limited, which is a 99.7% owned subsidiary of the Company, to its fully-owned subsidiary, Zorlu Enerji Asia Holding Limited at nominal value provided that the necessary permission and approvals from the relevant institutions and organizations are obtained.

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 600 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.

In its periodic review, JCR-Eurasia Rating has assessed Zorlu Enerji’s consolidated structure and existing and planned corporate bonds as "Investment Grade" and upgraded the Company’s National Long-term Credit Rating to “BBB+ (Trk)” from “BBB (Trk)” and affirmed the outlook as “Stable”. The Agency has affirmed the Company’s Long-Term International Foreign Currency and Local Currency Ratings at the country ceiling of “BBB-/Negative”.

The seventh coupon payment amounting to TL 4,805,299.52 on the TL 62,680,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNE1918 was made as of today.

The third coupon payment amounting to TL 1,128,241.78 on the TL 13,610,000 nominally valued Commercial Paper with the ISIN Code of TRFZORNE1913 was made as of today.

The interest rate for the fourth coupon payment of the TL 13,610,000 nominally valued commercial paper, which was sold to qualified investors on November 01, 2018 with a maturity of 364 days and trades with the ISIN Code of TRFZORNE1913, has been set as 6.4572%.

The interest rate for the eighth coupon payment of the TL 62,680,000 nominally valued corporate bond, which was sold to qualified investors on November 02, 2017 with a maturity of 728 days and trades with the ISIN Code of TRSZORNE1918, has been set as 5.8339%.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 80,160,000 commercial paper with coupon payment with a maturity of 212 days to domestic qualified investors on July 24, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 61,850,000 discounted commercial paper with a maturity of 134 days to domestic qualified investors on July 24, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 24,310,000 corporate bond with coupon payments with a maturity of 546 days to domestic qualified investors on July 24, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Corporate bond with the ISIN Code of TRSZORN71914 was reedemed as of today (July 24, 2019) with the completion of the sixth coupon payment amounting TL 9,953,789.99 and principal payment of TL 139,000,000.

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 2019 by taking into account the similar transactions undertaken in 2018, is presented below:

Within the context of the Company’s financial planning for the year 2019:

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 2018 consolidated revenues in 2019. The afore-mentioned service transactions are conducted in accordance with the procedures and principles specified by the Energy Market Regulatory Authority.

The fifth coupon payment of TL 12,684,138.9 on the TL 200,100,000 nominally valued lease certificate (ISIN Code: TRDKTLM42012) was made as of today.

The profit sharing ratio for the sixth coupon payment of the TL 200,100,000 nominally valued lease certificate, which was sold to qualified investors on April 20, 2018 with a maturity of 728 days and trades with the ISIN Code of TRDKTLM42012, has been set as 5.6185%.

Pursuant to our material event disclosure dated 27.11.2017, Zorlu Jeotermal Enerji Elektrik Üretim AŞ, a wholly owned subsidiary of Zorlu Enerji, has applied to EMRA to amend the generation license for its Alaşehir II GPP Project, for which the exploration and construction activities are in progress, for reducing the project’s installed capacity from 24.9 MW to 18.6 MW for the purpose of effective management of the geothermal resource and reservoir.

Pursuant to the article numbered 4.2.8 of 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 does not exceed 25% of the Company’s capital.

The seventh coupon payment of TL 6,358,299.99 on the TL 100,000,000 nominally valued lease certificate (ISIN Code: TRDKTLME1914) was paid as of today.

The profit sharing ratio for the eighth coupon payment of the TL 100,000,000 nominally valued lease certificate, which was sold to qualified investors on October 3, 2017 with a maturity of 728 days and trades with the ISIN Code of TRDKTLME1914, has been set as 5.8256%.

Commercial Paper with the ISIN Code of TRFZORN61912 was redeemed as of today (June 6, 2019) with the completion of the principal payment of TL 75,430,000.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 24,440,000 discounted commercial paper with a maturity of 139 days to domestic qualified investors on June 14, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

 

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 28,650,000 discounted commercial paper with a maturity of 174 days to domestic qualified investors on June 14, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 5,270,000 commercial paper with coupon payment with a maturity of 308 days to domestic qualified investors on June 14, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 1,800,000 corporate bond with coupon payments with a maturity of 551 days to domestic qualified investors on June 14, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper with the ISIN Code of TRFZORN51913 was redeemed as of today (May 31, 2019) with the completion of the principal payment of TL 18,770,000.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 5,650,000 corporate bond with coupon payments with a maturity of 365 days to domestic qualified investors on May 31, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 9,430,000 commercial paper with coupon payment with a maturity of 322 days to domestic qualified investors on May 31, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 22,840,000 discounted commercial paper with a maturity of 112 days to domestic qualified investors on May 31, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue TL denominated debt instruments up to a nominal value of TL 400 mn and with a maturity of 5 years in single or multiple tranches for sale to qualified investors in the domestic market within one-year period.

Within this scope, the Company completed the sale of a TL 5,150,000 discounted commercial paper with a maturity of 188 days to domestic qualified investors on May 31, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

The fourth coupon payment amounting to TL 708,940.00 on the TL 10,000,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNE1926 was made as of today.

The interest rate for the fifth coupon payment of the TL 10,000,000 nominally valued corporate bond, which was sold to qualified investors on May 23, 2018 with a maturity of 526 days and trades with the ISIN Code of TRSZORNE1926, has been set as 7.7951%.

The first coupon payment amounting to TL 367,788.13 on the TL 5,090,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN22013 was made as of today.

The interest rate for the second coupon payment of the TL 5,090,000 nominally valued commercial paper, which was sold to qualified investors on February 22, 2019 with a maturity of 364 days and trades with the ISIN Code of TRFZORN22013, has been set as 7.9208%.

Pursuant to our material event disclosure dated 07.05.2019, Zorlu Enerji opened a branch in Palestine and established a new company titled ZJ Strong Energy For Renewable Energy Ltd. Co., which will operate in the areas of solar energy, renewable energy and other areas of energy with an initial capital of JOD 10.000 in Palestine. The shareholding structure of ZJ Strong Energy For Renewable Energy Ltd. Co. is as 75% Zorlu Enerji and 25% Jerusalem District Electricity Co. Ltd. (Sharekat Kahrabaa Mohavazat Al-Quds Al-Urdineyyah).

Zorlu Enerji sold its entire stake in its 100% owned subsidiary Çumra Güneş Enerjisi ve Üretim AŞ (“Çumra”) to KHM Enerji Turizm Ticaret Sanayi AŞ for US$6,400,000. As disclosed in the material event disclosure dated 30.04.2019, the generation license for the Alibeyhöyüğü Solar Power Plant Project, which was planned to be developed in Konya, Çumra with an installed capacity of 18 MW, was formerly transferred to Çumra.

Public disclosure of the afore-mentioned sale transaction was postponed until the completion of the sale with a Board resolution dated 05.03.2019 in accordance with the Article 6 of the Capital Markets Board’s Communiqué on Material Events Disclosure. The announcement was postponed as the closure of the deal was not certain at the time of the signing of the Share Purchase Agreement between the parties and the deal was subject to the fulfilment of certain prerequisites such as obtaining required approvals from the related authorities. This disclosure is made as the reason for the postponement has ended with the closure of the deal.

The income statement presented by our Company in the appendix of the Provisional Tax Return, which covers the 01.01.2019-31.03.2019 period, has not been prepared within the framework of Capital Market Legislation.

Pursuant to our material event disclosure dated 08.02.2018, Zorlu Enerji decided to open a branch in Palestine and establish a company (“New Company”) which will operate in the areas of solar energy, renewable energy and other areas of energy with an initial capital of JOD 10.000 in Palestine. The shareholding structure of the New Company shall be as 75% Zorlu Enerji and 25% Jerusalem District Electricity Co. Ltd. (Sharekat Kahrabaa Mohavazat Al-Quds Al-Urdineyyah).

The New Company will develop solar power plants in different areas of Palestine to meet the electricity needs of the country through solar energy.

Pursuant to our material event disclosure dated 30.10.2018 and regarding the news in the press reports today, negotiations between Zorlu Enerji and the prospective buyers for the potential sale of Zorlu Enerji’s indirect subsidiaries, Trakya Gaz Dağıtım AŞ and Gazdaş Gaziantep Doğalgaz Dağıtım AŞ, are still underway and the Company will make the necessary announcement upon the completion of the process.

Pursuant to our material event disclosure dated 01.04.2019, Kütahya Special Provincial Administration (“Administration”) has rejected Zorlu Enerji’s application for extending the term of its exploration permit (numbered 214) by one year and revoked the permit on February 12, 2015. Upon this, on March 20, 2015 Zorlu Enerji has filed a lawsuit for a stay of execution order and cancellation of the Administration’s decision. The Court has annulled the administrative act on behalf of the Company and Kütahya Special Provincial Administration has appealed against the Court’s decision. The 8th Department of the Council of State has reversed the ruling of the Court of First Instance and remitted the case for enquiry. The Company submitted an appeal against the decision in due time. Upon this, the case has been sent to the 8th Department of the Council of State and numbered as 2017/4439 E. Zorlu Enerji has been notified that its request of revision of decision had been rejected by the 8th Department of the Council of State. The case has been numbered as 2019/74 E. at Kütahya Administrative Court and the Company has submitted a petition with the request of insistence of the Court of First Instance’s cancellation decision on March 12, 2019. Zorlu Enerji’s request has been rejected while the decision can be appealed against at the Council of State. The decision was not appealed by Zorlu Enerji within the legal period and became definite.

The second coupon payment amounting to TL 1,070,385.67 on the TL 13,610,000 nominally valued Commercial Paper with the ISIN Code of TRFZORNE1913 was made as of today.

The sixth coupon payment amounting to TL 4,538,909.52 on the TL 62,680,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNE1918 was made as of today.

The interest rate for the seventh coupon payment of the TL 62,680,000 nominally valued corporate bond, which was sold to qualified investors on November 02, 2017 with a maturity of 728 days and trades with the ISIN Code of TRSZORNE1918, has been set as 7.6664%.

The interest rate for the third coupon payment of the TL 13,610,000 nominally valued commercial paper, which was sold to qualified investors on November 01, 2018 with a maturity of 364 days and trades with the ISIN Code of TRFZORNE1913, has been set as 8.2898%.

Pursuant to our material event disclosure dated 17.04.2019, Zorlu Enerji Elektrik Üretim AŞ’s application to EMRA for the transfer of Alibeyhöyüğü Solar Power Plant Project’s generation licence to its 100% owned subsidiary, Çumra Güneş Enerjisi ve Üretim AŞ, has been approved.

The fifth coupon payment amounting to TL 10,078,194.98 on the TL 139,000,000 nominally valued Corporate Bond with the ISIN Code of TRSZORN71914 was made as of today.

The interest rate for the sixth coupon payment of the TL 139,000,000 nominally valued corporate bond, which was sold to qualified investors on January 30, 2018 with a maturity of 540 days and trades with the ISIN Code of TRSZORN71914, has been set as 7.1610%.

Pursuant to our material event disclosures dated 15.01.2018 and 16.01.2018, Zorlu Enerji Elektrik Üretim AŞ’s Board of Directors resolved to apply to the related authorities to get approval for its planned merger with its wholly-owned subsidiary Zorlu Hidroelektrik Enerji Üretim AŞ (Zorlu Hidroelektrik) based on the companies’ financial statements dated 31.12.2018. The merger will be in the form of a facilitated merger, whereby Zorlu Enerji will takeover all the assets and liabilities of Zorlu Hidroelektrik.

Zorlu Enerji Elektrik Üretim AŞ’s Ordinary General Assembly Meeting for the year 2018, which was held on April 18, 2019, has been registered by Bursa Trade Registry Office on April 26, 2019 (today).

The fourth coupon payment of TL 11,084,339.40 on the TL 200,100,000 nominally valued lease certificate (ISIN Code: TRDKTLM42012) was made as of today.

The profit sharing ratio for the fifth coupon payment of the TL 200,100,000 nominally valued lease certificate, which was sold to qualified investors on April 20, 2018 with a maturity of 728 days and trades with the ISIN Code of TRDKTLM42012, has been set as 6.3389%.

At its meeting on 18.04.2019, 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. Bekir Ağırdır, Independent Member of the Board, as the Chairman of the Audit Committee and Mr. Elmas Melih Araz, Independent Member of the Board, as the Committee Member,

3. Appoint Mr. Elmas Melih Araz, 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 18.04.2019; 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. Elmas Melih Araz and Ms. Ayşegül İldeniz as the other members of the Board.

Mr. Sinan Ak, the CEO of Zorlu Energy Group, made a presentation on the Company’s 2018 performance and 2019 targets at the Ordinary General Assembly Meeting held on April 18, 2019.

Click here for the Presentation.

Pursuant to our material event disclosure dated 22.03.2019, Board of Directors’ proposal regarding the selection of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent audit firm has been accepted at the 2018 Ordinary General Assembly Meeting.

Pursuant to our material event disclosure dated 22.03.2019, Board of Directors’ decision for not distributing  2018 earnings due to accumulated losses from previous years has been submitted to the information of shareholders at the Company’s 2018 Ordinary General Assembly Meeting.

Zorlu Enerji Elektrik Üretim AŞ’s Ordinary General Assembly Meeting for the year 2018 was held on April 18, 2019 at 2:00 pm at the address of Raffles Istanbul Zorlu Center, 34340 Beşiktaş/Istanbul.

Click here for the Minutes of the Meeting.

Click here for the List of Attendees.

Pursuant to our material event disclosure dated 01.04.2019, Zorlu Enerji Elektrik Üretim AŞ has obtained the generation license for its 18 MW Alibeyhöyüğü Solar Power Plant Project which is planned to be developed in Konya, Çumra and has applied to EMRA for the transfer of that license to its 100% owned subsidiary, Çumra Güneş Enerjisi ve Üretim AŞ.

An application has been made to the Energy Market Regulatory Authority to obtain a pre-license for the Tekkehamam II Geothermal Power Plant Project, which is planned to be developed in Sarayköy, Denizli with an installed capacity of 35 MW.

The sixth coupon payment of TL 5,828,799.99 on the TL 100,000,000 nominally valued lease certificate (ISIN Code: TRDKTLME1914) was paid as of today.

Pursuant to our material event disclosure dated 22.11.2018, Zorlu Enerji Elektrik Üretim AŞ has made a generation license application to EMRA for its 18 MW Alibeyhöyüğü Solar Power Plant Project which is planned to be developed in Konya, Çumra.

The profit sharing ratio for the seventh coupon payment of the TL 100,000,000 nominally valued lease certificate, which was sold to qualified investors on October 3, 2017 with a maturity of 728 days and trades with the ISIN Code of TRDKTLME1914, has been set as 6.3583%.

Pursuant to our material event disclosure dated 12.03.2019, Kütahya Special Provincial Administration (“Administration”) has rejected Zorlu Enerji’s application for extending the term of its exploration permit (numbered 214) by one year and revoked the permit on February 12, 2015. Upon this, on March 20, 2015 Zorlu Enerji has filed a lawsuit for a stay of execution order and cancellation of the Administration’s decision. The Court has annulled the administrative act on behalf of the Company and Kütahya Special Provincial Administration has appealed against the Court’s decision. The 8th Department of the Council of State has reversed the ruling of the Court of First Instance and remitted the case for enquiry. The Company submitted an appeal against the decision in due time. Upon this, the case has been sent to the 8th Department of the Council of State and numbered as 2017/4439 E. Zorlu Enerji has been notified that its request of revision of decision had been rejected by the 8th Department of the Council of State. The case has been numbered as 2019/74 E. at Kütahya Administrative Court and the Company has submitted a petition with the request of insistence of the Court of First Instance’s cancellation decision on March 12, 2019. Zorlu Enerji’s request has been rejected while the decision can be appealed against at the Council of State.

At its meeting on 22 March 2019, the Company's Board of Directors made the following decision.

Taking into consideration the assessment of the Audit Committee dated 22 March 2019, the Company's Board resolved to nominate PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi as the independent auditor for auditing the Company's financial reports for the fiscal year 2019 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 2018 Ordinary General Assembly Meeting.

At its meeting on 22 March 2019, the Company's Board of Directors made the following decision.

Zorlu Enerji Elektrik Üretim AŞ recorded TL 5,015 thousands of net profit in its consolidated financial statements prepared in compliance with the Turkish Accounting Standards/Turkish Financial Reporting Standards as per the Capital Market Law and related Communiqués and TL 468,026 thousands of net profit in its statutory financial statements 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 2018 due to accumulated losses from previous years and this matter will be presented to the information of shareholders at the Company's 2018 Ordinary General Assembly Meeting.

Click here for the Profit Distribution Table. 

Zorlu Enerji Elektrik Üretim AŞ's Ordinary General Assembly Meeting for the year 2018 will be held on 18 April 2019 at 2:00 pm at the address of Raffles İstanbul Zorlu Center, Levazım Mahallesi Koru Sokak No: 2 Zorlu Center 34340 Beşiktaş/ISTANBUL to discuss the following agenda items.

Click here for the Agenda.  

Click here for the Invitation. 

Pursuant to our material event disclosure dated 03.04.2018, Kütahya Special Provincial Administration (“Administration”) has rejected our Company’s application for extending the term of our exploration permit (numbered 214) by one year and revoked the permit on February 12, 2015. Upon this, on March 20, 2015 our Company has filed a lawsuit for a stay of execution order and cancellation of the Administration’s decision. The Court has annulled the administrative act on behalf of our Company and Kütahya Special Provincial Administration has appealed against the Court’s decision. The 8th Department of the Council of State has reversed the ruling of the Court of First Instance and remitted the case for enquiry. Our appeal against the decision has been submitted in due time. Upon this, the case has been sent to the 8th Department of the Council of State and numbered as 2017/4439 E. The Company has been notified that its request of revision of decision had been rejected by the 8th Department of the Council of State. The case has been numbered as 2019/74 E. and our Company has submitted a petition with the request of insistence of the Court of First Instance’s cancellation decision on March 12, 2019.

Zorlu Enerji Elektrik Üretim AŞ has founded "ZES Dijital Ticaret AŞ" which will engage in the sales of electricity, leasing of electric vehicles, installation of electric vehicle charging stations and development of energy management systems, with a 100% shareholding. The company was established with an initial capital of TL 4.000.000.

Pursuant to our material event disclosure dated 15.08.2012, the project finance loan agreements for the refinancing of the existing loans of Ashdod Energy Ltd. ("Ashdod") and Ramat Negev Energy Ltd. ("Ramat Negev"), which are 42.15% indirectly owned associates of Zorlu Enerji and operate the Ashdod and Ramat Negev power plants in Israel, are signed as of today. Accordingly, the existing loans amounting to ISL 1,020,428 thousands, of which ISL 332,862 thousands pertains to Ashdod and ISL 687,566 thousands to Ramat Negev, have been refinanced at a more favorable interest rate, which will vary depending on the rating of the power plants. Supplying both electricity and steam to industrial plants in Israel, Ashdod power plant has a capacity to produce 64.54 MW of electricity and 40 tonnes/hour of steam and Ramat Negev, 126.4 MW of electricity and 70 tonnes/hour of steam, respectively. The remaining 57.85% share in both Ashdod and Ramat Negev belongs to Edeltech Ltd.

The third coupon payment amounting to TL 742,870.00 on the TL 10,000,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNE1926 was made as of today.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 400 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 75,430,000 discounted commercial paper with a maturity of 112 days to domestic qualified investors on February 22, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 400 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 49,480,000 discounted commercial paper with a maturity of 210 days to domestic qualified investors on February 22, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on February 15, 2019 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 400 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 5,090,000 floating rate commercial paper with a maturity of 364 days to domestic qualified investors on February 22, 2019. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Corporate bond with the ISIN Code of TRSZORN21919 was reedemed as of today (February 22, 2019) with the completion of the eighth coupon payment amounting TL 668,481.00 and principal payment of TL 11,000,000.

Commercial Paper with the ISIN Code of TRFZORN21916 was reedemed as of today (February 22, 2019) with the completion of the ninth coupon payment amounting TL 291,520.00 and principal payment of TL 20,000,000.

Commercial Paper with the ISIN Code of TRFZORN21924 was reedemed as of today (February 22, 2019) with the completion of principal payment of TL 67,000,000.

Corporate bond with the ISIN Code of TRSZORN21927 was reedemed as of today (February 22, 2019) with the completion of the seventh coupon payment amounting TL 858,596.56 and principal payment of TL 12,520,000.

The interest rate for the fourth coupon payment of the TL 10,000,000 nominally valued corporate bond, which was sold to qualified investors on May 23, 2018 with a maturity of 526 days and trades with the ISIN Code of TRSZORNE1926, has been set as 7.0894%.

Zorlu Enerji Elektrik Üretim AŞ has founded "Çumra Güneş Enerjisi ve Üretim Anonim Şirketi", which will undertake investments in renewable energy, with 100% shareholding. The company was established with an initial capital of TL 50.000.

Pursuant to our material event disclosure dated 31.12.2018, Zorlu Enerji has been notified today that Capital Markets Board had approved Zorlu Enerji’s application to issue a debt instrument.

The first coupon payment amounting to TL 1,185,063.53 on the TL 13,610,000 nominally valued Commercial Paper with the ISIN Code of TRFZORNE1913 was made as of today.

The fifth coupon payment amounting to TL 5,067,051.20 on the TL 62,680,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNE1918 was made as of today.

The interest rate for the sixth coupon payment of the TL 62,680,000 nominally valued corporate bond, which was sold to qualified investors on November 02, 2017 with a maturity of 728 days and trades with the ISIN Code of TRSZORNE1918, has been set as 7.2414%.

The interest rate for the second coupon payment of the TL 13,610,000 nominally valued commercial paper, which was sold to qualified investors on November 01, 2018 with a maturity of 364 days and trades with the ISIN Code of TRFZORNE1913, has been set as 7.8647%.

Pursuant to our material event disclosure dated 01.06.2018, Kütahya Special Provincial Administration (“Administration”) has rejected our Company’s application for extending the term of our exploration permit (numbered 214) by one year and revoked the permit on February 12, 2015. Upon this, on March 20, 2015 our Company has filed a lawsuit for a stay of execution order and cancellation of the Administration’s decision. The Court has annulled the administrative act on behalf of our Company and Kütahya Special Provincial Administration has appealed against the Court’s decision. The 8th Department of the Council of State has reversed the ruling of the Court of First Instance and remitted the case for enquiry. Our appeal against the decision has been submitted in due time. Upon this, the case has been sent to the 8th Deparment of the Council of State and numbered as 2017/4439 E. The Company has been notified that its request of revision of decision had been rejected by the 8th Deparment of the Council of State.

Pursuant to our material event disclosure dated 20.06.2017; the Court has dismissed Kütahya Special Provincial Administration's (Administration) appeal against previous Court's order to annul and suspend the execution of Kütahya Special Administration’s decision to reject Zorlu Enerji’s request for the extension of the term of its exploration permit by one year. Based on the Court's decision, the Administrative act has been cancelled as of February 25, 2015. The Administration has appealed against this decision and Zorlu Enerji has received the petition of appeal on July 7, 2015. The Council of State has confirmed the Court’s decision. Upon this, the Administration has applied to the Court seeking rectification of the decision. The case has been sent to the 8th Deparment of the Council of State and numbered as 2017/3936. The Company has been notified that the Administration’s request of revision of decision had been rejected.

The fourth coupon payment amounting to TL 11,238,427.98 on the TL 139,000,000 nominally valued Corporate Bond with the ISIN Code of TRSZORN71914 was made as of today.

The interest rate for the fifth coupon payment of the TL 139,000,000 nominally valued corporate bond, which was sold to qualified investors on January 30, 2018 with a maturity of 540 days and trades with the ISIN Code of TRSZORN71914, has been set as 7.2505%.

The eighth coupon payment amounting to TL 312,340.00 on the TL 20,000,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN21916 was made as of today.

The interest rate for the ninth coupon payment of TL 20,000,000 nominally valued commercial paper, which was sold to qualified investors on May 23, 2018 with a maturity of 275 days and trades with the ISIN Code of TRFZORN21916, has been set as 1.4576%.

The third coupon payment of TL 14,585,489.10 on the TL200,100,000 nominally valued lease certificate (ISIN Code: TRDKTLM42012) was made as of today.

The profit sharing ratio for the third coupon payment of the TL 200,100,000 nominally valued lease certificate, which was sold to qualified investors on April 20, 2018 with a maturity of 728 days and trades with the ISIN Code of TRDKTLM42012, has been set as 5.5394%.

The fifth coupon payment on the TL100,000,000 nominally valued lease certificate (ISIN Code: TRDKTLME1914) amounting to TL 7,274,999.99 was paid as of today.