Material Event Disclosures


Pursuant to our material event disclosure dated 05.12.2019, the term of the pre-license for Kızıldere IV Geothermal Power Plant Project, which is planned to be developed in Denizli and Aydın by Zorlu Doğal Elektrik Üretimi AŞ, a 100% owned subsidiary of Zorlu Enerji Elektrik Üretim AŞ, has been extended from 54 months to 72 months with the approval of EMRA.

The precautions taken by our Company against the Coronavirus (COVID-19) pandemic, which is also effective in our country are presented below for the information of the public: 

 

1.       All employees were informed about the epidemic and the necessary precautions.

2.       Disinfection processes have been completed at all of our sites and offices in Turkey and abroad, and the work is repeated periodically.

3.       International travels and participation in collective events are prohibited and all meetings are held through online platforms.

4.       Employees vulnerable to coronavirus exposure are working remotely from home while other employees are coming to work in rotation.

 

Currently, all our electricity power plants and sites are active and our electricity and gas distribution operations continue without any interruption.

At its meeting on 24 March 2020, the Company’s Board of Directors made the following decision.

Taking into consideration the assessments of the Audit Committee dated 24 March 2020, 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 2020 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 2019 Annual General Meeting.

At its meeting on 24 March 2020, the Company’s Board of Directors made the following decision.

Zorlu Enerji Elektrik Üretim AŞ recorded TL 157,926 thousands of net loss 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 505,394 thousands of net loss 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 2019 due to losses recorded and this matter will be presented to the information of shareholders at the Company’s 2019 Annual General Meeting.

Click here for the Profit Distribution Table.

 

Zorlu Enerji Elektrik Üretim AŞ’s Annual General Meeting for the year 2019 will be held on 22 April 2020 at 2:00 pm at the address of Levent 199 Büyükdere Cad. No: 199 Floor: -1 34394 Şişli/Istanbul to discuss the following agenda items.

Click here for the Agenda. 

Click here for the Invitation.

 

The second coupon payment amounting to TL 637,708.26 on the TL 12,180,000 nominally valued Corporate Bond with the ISIN Code of TRSZORN12124 was made as of today.

The second coupon payment amounting to TL 922,530.30 on the TL 17,620,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN92016 was made as of today.

The interest rate for the third coupon payment of TL 12,180,000 nominally valued corporate bond, which was sold to qualified investors on September 20, 2019 with a maturity of 488 days and trades with the ISIN Code of TRSZORN12124, has been set as 5.2357%

Lease certificate with the ISIN Code of TRDTFBV32015 was reedemed as of today (March 17, 2020) with the completion of the twentieth coupon payment amounting TL 3,486,840.00 and principal payment of TL 100,000,000.

Pursuant to our material event disclosures dated 18.02.2020 and 20.02.2020, Capital Markets Board had approved Zorlu Enerji’s application to issue lease certificates, which will have a size of up to TL 450 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.

Pursuant to our material event disclosures dated 26.02.2020, 27.02.2020, 03.03.2020 and 09.03.2020; Ministry of Trade has approved Zorlu Enerji’s application to obtain the required permission to amend the sixth article of its Articles of Association titled “The Capital of the Company” for extending the validity period of its registered capital ceiling for 5 years, involving the 2020-2024 period.

Zorlu Enerji has announced on March 5, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 800 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 9,500,000 corporate bond with floating coupon payments with a maturity of 449 days to domestic qualified investors on March 11, 2020. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Zorlu Enerji has announced on March 5, 2020 that the Capital Markets Board had approved the Company’s application to issue debt instruments up to a nominal value of TL 800 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 39,100,000 commercial paper with floating coupon payments with a maturity of 226 days to domestic qualified investors on March 11, 2020. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper with the ISIN Code of TRFZORN32012 was reedemed as of today (March 11, 2019) with the completion of the principal payment of TL 68,810,000.

Pursuant to our material event disclosure dated 26.02.2020, 27.02.2020 and 03.03.2020, Zorlu Enerji applied to the Ministry of Trade to obtain the required permission to amend the sixth article of its Articles of Association titled “The Capital of the Company” for extending the validity period of its registered capital ceiling for 5 years, involving the 2020-2024 period.

The third coupon payment amounting to TL 389,928.79 on the TL 24,040,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNA2035 was made as of today.

Pursuant to our material event disclosure dated 06.02.2020, 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 691,602.00 on the TL 14,600,000 nominally valued Commercial Paper with the ISIN Code of TRSZORN62111 was made as of today.

The fourth coupon payment amounting to TL 315,162.09 on the TL 17,670,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN62019 was made as of today.

The interest rate for the second coupon payment of the TL 14,600,000 nominally valued commercial paper, 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 4.7370%.

Pursuant to our material event disclosures dated 26.02.2020 and 27.02.2020; Capital Markets Board has approved Zorlu Enerji’s application to obtain the required permission to amend the sixth article of its Articles of Association titled “The Capital of the Company” for extending the validity period of its registered capital ceiling for 5 years, involving the 2020-2024 period.

Pursuant to our material event disclosure dated 10.11.2017; the pre-license of Zorlu Enerji Pakistan Ltd. (“Zorlu Enerji Pakistan”), Zorlu Enerji’s wholly-owned subsidiary, which was obtained from Pakistan Alternative Energy Development Board for a 30 MW hybrid solar power plant project to be developed in the existing Jhimpir site located in Sindh, Pakistan, has been cancelled due to the amendments to be made in the Pakistan Renewable Energy Law. Hydrid power plant projects are expected to be reevaluated within the scope of the amended Law.

Pursuant to our material event disclosure dated 18.02.2020, EMRA has notified the Company with its letter of opinion for the planned sukuk issue and it is stated that the issue is compatible with the Electricity Market Law.

The third coupon payment amounting to TL 244,912.71 on the TL 5,270,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN42029 was made as of today.

The third coupon payment amounting to TL 438,240.39 on the TL 9,430,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN42011 was made as of today

Pursuant to our material event disclosure dated 26.02.2020, Zorlu Enerji applied to the Capital Markets Board to obtain the required permission to amend the sixth article of its Articles of Association titled “The Capital of the Company” for extending the validity period of its registered capital ceiling for 5 years, involving the 2020-2024 period.

In accordance with the Communiqué on Authorised Capital System of the Capital Markets Board (the Communiqué), Zorlu Enerji (the Company) decided to amend the sixth article of its Articles of Association titled “The Capital of the Company” for extending the validity period of its registered capital ceiling for 5 years, involving the 2020-2024 period. Within this scope, the Company decided to apply to the Capital Markets Board to obtain the required permission and submit the afore-mentioned amendment for the approval of shareholders in the first General Assembly to be held.

The interest rate for the fourth 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 2.1481%.

The interest rate for the fourth 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 2.1481%.

Pursuant to our material event disclosure dated 11.02.2020, the branch of Zorlu Enerji in Kazakhstan is opened and registered with the title of the “Branch of the Joint Stock Company “Zorlu Enerji Elektrik Uretim Anonim Shirketi””.

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 102,420,000 discounted commercial paper with a maturity of 357 days to domestic qualified investors on February 21, 2020. 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 44,970,000 discounted commercial paper with a maturity of 210 days to domestic qualified investors on February 21, 2020. Ak Yatırım Menkul Değerler AŞ has acted as the financial intermediary for the issue.

Commercial Paper with the ISIN Code of TRFZORN22013 was reedemed as of today (February 21, 2020) with the completion of the fourth coupon payment amounting TL 232,623.18 and principal payment of TL 5,090,000.

Commercial Paper with the ISIN Code of TRFZORN22021 was reedemed as of today (February 21, 2020) with the completion of the seventh coupon payment amounting TL 1,943,639.40 and principal payment of TL 80,160,000.

Pursuant to our material event disclosure dated 18.02.2020, 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 450 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.

At its meeting on February 18, 2020, , 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 450 mn and varying maturities between 1-60 months and will be issued in the form of a private placement or sale 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 (the Company) has decided to open a branch in Kazakhstan, titled the Branch of the Joint Stock Company “Zorlu Enerji Elektrik Uretim Anonim Shirketi” in the Republic of Kazakhstan, to invest in the areas of solar energy, renewable energy and other areas of energy, to carry out EPC activities and conclude EPC contracts and to operate in all the fields of operation of the Company in this country.

Pursuant to our material event disclosure dated 30.01.2020, Zorlu Enerji submitted its applications to the Capital Markets Board and Borsa Istanbul AŞ for its planned corporate bond issuance as of today (06.02.2020).

The second coupon payment amounting to TL 389,928.79 on the TL 24,040,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNA2035 was made as of today.

Pursuant to our material event disclosures dated 30.10.2018, 23.12.2019 and 29.01.2020, Zorlu Enerji completed the sale of its 100% shares in its wholly-owned subsidiary Zorlu Rüzgar Enerjisi Üretimi AŞ (Zorlu Rüzgar) to İmbat Enerji AŞ, a wholly owned subsidiary of Akfen Yenilenebilir Enerji AŞ. The sale was realized at an enterprise value of US$105 mn, which corresponds to an equity value of US$43,241,791 after accounting for Zorlu Rüzgar’s debt.

The third coupon payment amounting to TL 325,322.34 on the TL 17,670,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN62019 was made as of today.

Energy Market Regulatory Authority (EMRA) has granted a “Supply License” to Zorlu Trade Elektrik Toptan Satış AŞ, a wholly owned subsidiary of Zorlu Enerji, to engage in trade of electricity and/or electricity capacity within the scope of Electricity Market Law and relevant legislation. The license will be valid for 20 years starting from 23.01.2020.

The first coupon payment amounting to TL 2,931,012.02 on the TL 54,680,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN22021 was made on January 30, 2020.

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 800 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 interest rate for the second coupon payment of the TL 54,680,000 nominally valued commercial paper, which was sold to qualified investors on October 31, 2019 with a maturity of 358 days and trades with the ISIN Code of TRFZORNE2010, has been set as 5.3603%.

Pursuant to our material event disclosures dated 30.10.2018 and 23.12.2019, the necessary approvals have been obtained from Energy Market Regulatory Authority and Competition Authority for the sale of the Company’s 100% shares in its wholly owned subsidiary Zorlu Rüzgar Enerjisi Üretimi AŞ to İmbat Enerji AŞ, a wholly owned subsidiary of Akfen Yenilenebilir Enerji AŞ. Necessary disclosure will be made to the public when share transfer is completed.

The sixth 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 second coupon payment amounting to TL 1,818,266.44 on the TL 24,310,000 nominally valued Corporate Bond with the ISIN Code of TRSZORN12116 was made as of today.

Pursuant to our material event disclosure dated 04.04.2019, EMRA has granted a pre-license to our Company for Tekkehamam II Geothermal Power Plant Project, which is planned to be developed in Sarayköy, Denizli with an installed capacity of 35 MW. The pre-license will be valid for 30 months.

The interest rate for the third coupon payment of TL 24,310,000 nominally valued corporate bond, which was sold to qualified investors on July 24, 2019 with a maturity of 546 days and trades with the ISIN Code of TRSZORN12116, has been set as 7.4795%.

The seventh coupon payment of TL 10,150,672.80 on the TL 200,100,000 nominally valued lease certificate (ISIN Code: TRDKTLM42012) was made as of today.

The profit sharing ratio for the eighth 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 3.8077%.

The first coupon payment amounting to TL 389,928.79 on the TL 24,040,000 nominally valued Corporate Bond with the ISIN Code of TRSZORNA2035 was made as of today.

The second coupon payment amounting to TL 315,162.09 on the TL 17,670,000 nominally valued Commercial Paper with the ISIN Code of TRFZORN62019 was made as of today.