10.04.2025 10:11
BİM has decided to partially split its 100% subsidiary, FİLE Market Mağazacılık Anonim Şirketi, using an affiliate model. This decision has been submitted to the Capital Markets Board (SPK) for approval.
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BİM, one of Turkey's largest supermarket chains, announced its final decision regarding File Market to the Public Disclosure Platform (KAP). BİM decided to partially split File Market through a subsidiary model. In this context, the company applied to the Capital Markets Board (SPK) for the approval of the announcement text.
The following information was provided in the statement made to KAP: "In this context; in accordance with Articles 159 to 179 of the Turkish Commercial Code ("TTK"), and the Capital Markets Board ("SPK")'s Communiqué on Mergers and Divisions No. II-23.2, as well as other relevant legal provisions, some of the assets and liabilities of our Company will be transferred to FİLE Market Mağazacılık A.Ş., which is a 100% subsidiary of our Company, in a manner that does not disrupt the integrity of the business, in accordance with the relevant legal provisions.
The transaction will be carried out as a partial division with a subsidiary model within the scope of Article 17 of the Communiqué,
The transaction will be executed based on the financial statements dated 31.12.2024,
In the partial division transaction to be carried out under the subsidiary model within the scope of Article 17 of the Communiqué, it is also stated that, considering the provision in the third paragraph of the aforementioned article, it is not necessary to obtain an independent audit report and expert opinion in accordance with the second paragraph of the same article,
Since the assets and liabilities to be transferred as the divided party by our Company do not meet the significance criteria specified in Article 5/1/b of the SPK's Communiqué No. II-23.3 on "Significant Transactions and Right of Withdrawal" and the criteria defined in Article 6, it is stated that there is no significant transaction, and also, according to Article 15/c of the aforementioned Communiqué, the "Right of Withdrawal" has not arisen for our shareholders,
APPLICATION TO SPK FOR THE DIVISION AGREEMENT
In this decision, regarding the partial division transaction; it has been decided to prepare the Division Agreement, Division Report, and Announcement Text, and to apply to the SPK for the approval of the other relevant documents and the Announcement Text,
The Division Agreement and Division Report will be presented to the shareholders for examination in accordance with TTK, SPK, and relevant legal provisions, along with the consolidated financial reports for the last three years and the accounting period ending on 31.12.2024,
The Division Agreement and Division Report will be submitted to the General Assembly of our Company for the approval of the shareholders,
It has been decided that there is no issue requiring permission within the framework of Law No. 4054 on the Protection of Competition and other relevant legal provisions,
In accordance with Article 174 of the TTK, it has been decided to publish an announcement in the Turkish Trade Gazette three times at seven-day intervals regarding the right of our Company's creditors to notify their claims and request collateral.
In this context, an application was made to the SPK for the approval of the Announcement Text on 09.04.2025.
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