Şok Marketler successfully completes TL 2.3 billion IPO

Şok Marketler successfully completes TL 2.3 billion IPO

One of Turkey’s largest public offerings in the last decade

 

Istanbul, Turkey – 14 May 2018 – Şok Marketler A.Ş. ("Şok" or "the Company"), Turkey’s fastest-growing grocery retailer in terms of revenue[1], successfully completed its initial public offering (the “IPO” or the “Offering”) at an offering price of TL 10.5 per share (the “Offer Price”).

The IPO was comprised of a primary offering of a total of 218.5 million new shares. The gross proceeds of the Offering to the Company will be TL 2,294,250,000, making it one of the largest IPOs in Turkey in the last decade.

The Offering drew strong interest from a wide pool of international and domestic investors, with the order book being oversubscribed.85% of the Shares offered to the public were sold to foreign institutional investors, while 15% were allocated to the domestic investors, which were equally distributed between retail and institutional domestic investors.

Uğur Demirel, CEO of Şok, commented: The strong level of interest from investors in our initial public offering is a clear proof of confidence in our country, our industry and our Company. We are very proud of completing one of Turkey’s largest initial public offerings and look forward to maintaining our successful performance in the years to come. We are delighted to welcome all the investors who participated in the IPO as Şok’s new shareholders.

In addition, after the Closing Date and prior to the commencement of trading of the Company’s shares on the Borsa Istanbul, Şok’s controlling shareholder Yıldız Holding A.Ş. will separately subscribe, by way of a private placement, for 33,428,571 shares at the Offer Price (the “Capital Increase”). The Company will receive TL 351 million in proceeds from the separate Capital Increase.

The Company’s Shares are expected to start trading on the Borsa Istanbul on Friday, 18 May 2018, under the trading symbol “SOKM”.

Garanti Yatırım Menkul Kıymetler A.Ş. acted as Domestic Coordinator and Domestic Bookrunner of the Offering. ÜNLÜ & Co, BofA Merrill Lynch, Credit Suisse and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners, with Citigroup and UniCredit Corporate & Investment Banking acting as Joint Bookrunners.

 

About Şok Marketler Tic. A.Ş.:

Founded in 1995, Şok Marketler Ticaret A.Ş.is a chain of discount retail grocery stores in Turkey, and is the fastest growing grocery retailer in the country in terms of revenue. In August 2011, ŞOK was acquired by Yıldız Holding. As of March 2018, the Company served its customers with 5,500 supermarkets – compared with 1,200 supermarkets in 2011 - employing more than 24,000 people in all 81 cities of the country. The Company has a unique business model, efficient digital infrastructure and strong and dynamic human resources.

ŞOK Marketler grew its turnover 7 times between 2011 and 2017, and renewed its store concept completely in 2016. The Company offers recognised brands at affordable prices in close proximity to its customers. ŞOK Marketler also offers original Turkish brands known to everyone, such as Mis, Piyale, Mintax, Amigo and Evin, alongside with other domestic and international brands. ŞOK Marketler strives to provide its customers with a convenient, enjoyable, high-quality and cost-efficient shopping experience.

 

[1] According to data compiled by the independent consultancy MK Novo for ŞOK Marketler as of 13.02.2018.

 

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities of the Company in or into the United States. The shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act"), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of the shares subject to the Offering under the Securities Act or the laws of any state in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being, and may not be, distributed, forwarded or otherwise sent, directly or indirectly, in or into the United States.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the shares referred to herein to any person in the United States, Turkey, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of the shares referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the shares in Australia, Canada or Japan.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.

This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, of form the basis for a decision, to invest in any securities of the Company. The Turkish language prospectus (izahname) was approved by the Capital Markets Board of Turkey (the "CMB") on 4 May 2018 and prepared in connection with the Offer and listing of the Company’s shares on Borsa Istanbul will be the sole legally binding document containing information about the Company and the Offering in Turkey. The final Turkish language prospectus (izahname) which has been approved by the CMB was disclosed on Public Disclosure Platform and on their websites by Garanti Yatırım and the Company as per Turkish capital markets legislation. The international offering circular prepared in connection with the Offering is the sole legally binding document containing information about the Company and the Offering outside of Turkey. In the event of any discrepancy between this announcement and the Turkish language prospectus and/or the international offering circular, as the case may be, the Turkish language prospectus and/or the international offering circular will prevail.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among other things, risks specifically related to the Company and its operations, the development of global economic and industry conditions, and the impact of economic, political and social developments in Turkey. Forward-looking statements speak only as of the date they are made. Each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill Lynch International, Ünlü Menkul Değerler A.Ş., Citigroup Global Markets Limited and UniCredit Bank AG, Milan Branch (collectively, the "International Banks") and Garanti Yatırım Menkul Kıymetler A.Ş. (the "Domestic Bank" and, together with the International Banks, the "Banks") and the Company and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 This announcement does not constitute a recommendation concerning the Offering. There is no guarantee that trading on Borsa İstanbul will be approved. Acquiring shares to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. The value of shares can decrease as well as increase. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

The International Banks, each of which (other than Ünlü Menkul Değerler A.Ş. ) are authorised by the Prudential Regulation Authority (and, in case of UniCredit Bank AG, it is authorised by BaFin and passported into UK) and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by and are the sole responsibility of the Company. None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, the Banks and any of their affiliates may take up a portion of the securities in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Turkish language prospectus or the international offering circular to the Company's shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Banks and any of their affiliates may from time to time acquire, hold or dispose of securities. None of the Banks intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Company has allocated the gross proceeds from the sale of certain shares (the "Stabilization Funds") to Garanti Yatırım Menkul Kıymetler A.Ş., as Stabilization Manager, to conduct price stabilization activities. The Stabilization Manager may use the Stabilization Funds to effect transactions with a view to supporting the market price of the offer shares on Borsa İstanbul for a limited period after the offer price is announced at levels higher than those which might otherwise prevail. In accordance with the regulations of the CMB, stabilizing activities may be carried on for a maximum period of 30 days following the first trading date (the "Stabilization Period") and may be affected only on Borsa İstanbul. Orders can be given only to stop a decline in the share price, may not be given at prices above the offer price and must otherwise comply with the regulations of the CMB and Borsa İstanbul. Such transactions must be brought to an end at the expiry of the Stabilization Period or, if earlier, once the Stabilization Funds have been fully utilized. No representation is made as to the magnitude or effect of any such stabilizing or other transactions and any such activities or transactions would not constitute a guarantee of any share price. The Stabilization Manager is not obliged to engage in stabilization activities and may, upon providing notice on the Public Disclosure Platform, discontinue any of these activities at any time.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares the subject of the Offering have been subject to a product approval process, which has determined that such Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the International Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offer Shares and determining appropriate distribution channels.

Media resources

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