Translation for information purposes. Turkish version shall prevail
3. |
Information about Relations between Target Company and Legal Person Making Tender Offer:
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BBVA acquired shares of Garanti Bankası corresponding to 25.01% Garanti Bankasıs share capital in
2011. Further, BBVA increased its direct stake ratio in Garanti Bankasıs share capital to 39.90% in 2015 and, finally, to 49.85% in 2017. As of the date of this information memorandum, BBVA continues to hold 49.85% direct stake in Garanti
Bankası, whereas the rest of the shares are on free float, and it also fully consolidates Garanti Bankası in its consolidated financial statements.
4. |
The Rationale for the Voluntary Tender Offer: |
BBVA has been increasing its stake in Garanti Bankası in the past decade, demonstrating a consistent interest in both Turkey and the
company.
BBVA remains as a long-term investor in Turkey due to important factors outlined below:
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Turkey is a very attractive market with critical mass, positive demographic dynamics and strong growth
potential, and |
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|
BBVA considers Garanti Bankası as the leading private bank in Turkey. |
The aim of the voluntary tender offer is to increase the stake that BBVA has in the stream of Net Income of a high-growing franchise like
Garanti Bankası maintaining its current strategy.
5. |
Information on the Conditions of Voluntary Tender Offer: |
The acquisition by BBVA of more than 50% of Garanti Bankasıs total share capital was subject to the prior approval of the relevant
regulatory approvals. As all the relevant regulatory approvals are already obtained, the voluntary tender offer is not subject to any condition.
6. |
Information on the Shares subject to Tender Offer: |
a) Number Par Value:
Par value of each share: TRY 0.01.
Number of shares: 210,630,000,000 shares each with a par value of TRY 0.01
Total nominal value: TRY 2,106,300,000.00.
b) Group:
Not
applicable.
c) Registered / Bearer Shares:
Registered shares.
d) Whether
the Shares Are Privileged and If Yes, the Nature of the Privilege:
There are no privileged shares subject to the voluntary tender
offer.
7. |
Information on the Price of Tender Offer: |
All references to share in this section (7) shall be deemed made to one lot that consist of 100 shares, which is
the trading unit at Borsa İstanbul.
|
a) |
The tender offer price offered for a share with a par value of TRY 1.0: |
The voluntary tender offer price for a share with a par value of TRY 1.0 is TRY 12.20.