Please read this notice carefully — it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.
Access to the information on the following pages may be restricted by law in certain jurisdictions.
The electronic version of the materials you are seeking access to, including the draft Turkish prospectus (taslak izahname) that has been submitted for approval of the Capital Markets Board of Turkey (the “Capital Markets Board”), are being made available on this webpage by GDZ Elektrik Dağıtım Anonim Şirketi (the "Company") to investors residing in Turkey in accordance with the terms and conditions set forth by the Capital Markets Law No. 6362 and the Capital Markets Board, and on a non-reliance basis only.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE TRANSACTION (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD BREACH ANY APPLICABLE LAW OR REGULATION (THE “RESTRICTED JURISDICTIONS”).
Unless an exemption under the relevant securities law is applicable, the securities of the Company to be offered to the investors (the “Securities”) may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Canada, Japan, the United States or any other jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction.
Viewing the materials on this webpage may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons in or resident in any Restricted Jurisdiction, who wish to view these materials should satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Unless otherwise determined by the Company and permitted by applicable law and regulation, the information on the following pages shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Users located in the United States
The Securities have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States or the other Restricted Jurisdictions. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, taken up, exercised, renounced, resold, delivered or distributed, directly or indirectly, in or into the United States or the other Restricted Jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the Securities in the United States.
Users located in the United Kingdom
In the United Kingdom the following materials are only directed at persons who: (A) are “qualified investors” within the meaning of Article 2(e) of the UK version of the Prospectus Regulation (EU) 2017/1129 as it form part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (B) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended)) in connection with the sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated; (all such persons referred to in (A) and (B) together being “Relevant Persons”). The Securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. This document or any of its contents must not be acted on or relied on by persons who are not Relevant Persons
Users located within the European Economic Area
This communication is addressed only to, and directed only at, persons in any member state of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investor”). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. No person that is not a Qualified Investor may act or rely on this document or any of its contents.
Further, if you are acting as a fiduciary or agent for one or more investor accounts, by clicking the “Agree” button you warrant that (a) each such account is a Qualified Investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Please note that by clicking on "Agree" below, you (i) represent and warrant that you are not resident in Australia, Canada, Japan or the United States and that, currently, you are not physically present in Australia, Canada, Japan or the United States, and (ii) agree that you will not communicate any information mentioned in the following pages to someone who is outside Turkey or share this information with such persons in any case.
The Draft Turkish Prospectus reflects the most up-to-date information as of April,16 2024. The application regarding the Draft Turkish Prospectus is still being reviewed by Capital Markets Board and has not yet been published or approved by the Capital Markets Board. Any investment decision with respect to the Securities in Turkey should be made following the publication and approval of, and based on such investor’s review of, the Turkish Prospectus.
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Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.