In the material event disclosure published on the Public Disclosure Platform (KAP) dated 02.06.2025, it was announced that negotiations had commenced for a potential investment in Özova Tarım A.Ş. — a wholly owned subsidiary of our Company, Grainturk Holding A.Ş., for which an application has been submitted to the Capital Markets Board (CMB) for the approval of its initial public offering prospectus — via capital increase, share transfer, or other financial instruments, based on a company valuation of 260 million USD.
As a result of the negotiations held with Oasis Prime – FZCO (|||the Fund|||), established as an investment fund under the laws of the Emirate of Dubai, an agreement has been reached between our sole shareholder company Grainturk Holding A.Ş., Özova Tarım A.Ş., and the Fund for the provision of a debt-to-equity hybrid financing to Özova Tarım A.Ş. by the Fund, and a Debt-to-Equity Hybrid Financing Agreement (|||Agreement|||) has been signed.
Pursuant to the Agreement, the Fund will provide financing in the amount of USD 6,500,000, in return for which, shares corresponding to 3% of the share capital of Özova Tarım A.Ş. (following the capital increase) will be issued to the Fund through a private placement capital increase.
Within this framework, it was mutually agreed that the financing will be based on a company valuation of approximately USD 217 million, reflecting a discount of around 16% compared to the USD 260 million valuation referenced in our material event disclosure dated 02.06.2025.
This investment represents a significant source of financing for Özova Tarım A.Ş. and is expected to contribute positively to its commercial operations.
Respectfully,
