Cash Acquisition by Yapı Kredi of the Shares owned by KFS in YK Yatırım and YK Nederland N.V.
As part of the ongoing KFS restructuring process that has the objective of moving the financial subsidiaries under Yapı Kredi Bank (YKB), during the meeting of the Board of Directors of YKB held on 3 October 2007, it has been resolved that:
1. Nominal share capital amount of TRY 34,897,132.53 (35.28% of the capital), owned by Koç Financial Services (KFS) in Yapı Kredi Yatırım Menkul Değerler A.Ş. (investment banking/brokerage subsidiary) shall be purchased by YKB in return for USD 158,754,689.63 in accordance with the value determined in the independent valuation report prepared by DTT Kurumsal Finans Danışmanlık Hizmetleri A.Ş. (Member of Deloitte Touche Tohmatsu). The US Dollars Exchange Buying Rate announced by the Central Bank of the Republic of Turkey on the payment date shall be used as the exchange rate for conversion into TRY.
2. Nominal share capital amount of Euro 32,672,880 (67.24% of the capital), owned by KFS in Yapı Kredi Bank Nederland N.V. shall be purchased YKB in return for Euro 97,502,661.71 in accordance with the value determined in the independent valuation report prepared by Ernst&Young Transaction Advisory Services B.V. The Euro Exchange Buying Rate announced by the Central Bank of the Republic of Turkey on the payment date shall be used as the exhange rate for conversion into TRY.
3. The applications to the Capital Markets Board and the Competition Board for the approval of sale of shares of Yapı Kredi Yatırım Menkul Değerler A.Ş. and to the respective Dutch authorities for the approval of the sale of shares of Yapı Kredi Bank Nederland N.V. shall be made.
The cash transfer of YK Yatırım and YK Nederland N.V. from KFS is part of YKB’s overall efforts of rationalizing its portfolio of assets through bringing together the financial subsidiaries under its umbrella. Following the cash acquisition of the shares of YK Yatırım and YK Nederland N.V. by YKB from KFS, a capital increase (in cash) by KFS in YKB is expected in March/April of 2008 so as to offset the negative impact of the cash acquisition and replenish YKB’s capital base.
Positive impact of up to 1% is expected on YKB’s capital adequacy ratio (CAR) as a result of the anticipated capital increase following the transfer of NV and Yatırım (including Portföy) through cash transaction.
Overall, the positive impact of the entire KFS restructuring (including share exchange transfers of YK Leasing, YK Factoring and YK Azerbaijan as well as the cash acquisition of YK Yatırım and YK Nederland N.V. ) on YKB’s CAR is expected to be ~2-2.5% vs. its CAR of 12.3% at December 2006.
İstanbul, 11 October 2007.
Enquiries:
Yapı Kredi Investor Relations
Tel: (90) (212) 339 7647
Email: yapikredi_investorrelations@yapikredi.com.tr
Yapı Kredi / 11 Oct 2007