Obligation Arcelik 5% ( XS0910932788 ) en USD

Société émettrice Arcelik
Prix sur le marché 100 %  ▲ 
Pays  Turquie
Code ISIN  XS0910932788 ( en USD )
Coupon 5% par an ( paiement semestriel )
Echéance 02/04/2023 - Obligation échue



Prospectus brochure de l'obligation Arçelik XS0910932788 en USD 5%, échue


Montant Minimal 200 000 USD
Montant de l'émission 500 000 000 USD
Cusip M1490LAA2
Notation Standard & Poor's ( S&P ) BB+ ( Spéculatif )
Notation Moody's N/A
Description détaillée Ar elik désigne généralement le monastère de Rila, un monument historique et religieux majeur de Bulgarie, classé au patrimoine mondial de l'UNESCO.

L'Obligation émise par Arcelik ( Turquie ) , en USD, avec le code ISIN XS0910932788, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/04/2023
L'Obligation émise par Arcelik ( Turquie ) , en USD, avec le code ISIN XS0910932788, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS
DEFINED BELOW) OR (2) PERSONS OTHER THAN US PERSONS (AS DEFINED IN
REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
``SECURITIES ACT'')) LOCATED OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached offering circular (the ``Document'') following this page and you are therefore
advised to read this disclaimer carefully before reading, accessing or making any other use of the
attached Document. In accessing the attached Document, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive
any information from the Company or the Joint Lead Managers (as defined in the Document) as a
result of such access.
NOTHING
IN
THIS
ELECTRONIC
TRANSMISSION
CONSTITUTES
AN
OFFER
OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR OTHER US JURISDICTION, AND THE NOTES MAY
NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES
LAWS.
PROSPECTIVE
PURCHASERS
THAT
ARE
QIBS
ARE
HEREBY
NOTIFIED THAT THE SELLER OF THE NOTES MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PURSUANT TO RULE
144A.
THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER
AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE
OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION
CONTRARY
TO
ANY
OF
THE
FOREGOING
RESTRICTIONS,
YOU
ARE
NOT
AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES.
Confirmation of your representation: In order to be eligible to view the attached Document or make an
investment decision with respect to the securities being offered, prospective investors must be either (1)
Qualified Institutional Buyers (``QIBs'') (within the meaning of Rule 144A (``Rule 144A'') under the
Securities Act) or (2) a person other than a US person (as defined in Regulation S under the Securities Act)
located outside the United States. This Document is being sent to you at your request, and by accepting the
email and accessing this Document you shall be deemed to have represented to the Company and the Joint
Lead Managers that (1) either (a) you and any customers you represent are QIBs or (b) you are a person
other than a US person (as defined in Regulation S under the Securities Act) located outside the United
States and you are purchasing the securities being offered in an offshore transaction (within the meaning of
Regulation S under the Securities Act) and the electronic mail address that you gave us and to which this
email has been delivered is not located in the United States, its territories and possessions, any State of the
United States or the District of Columbia and (2) you consent to delivery of such Document by electronic
transmission.
You are reminded that this Document has been delivered to you on the basis that you are a person
into whose possession this Document may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose
the contents of this Document to any other person.
The materials relating to this offering of securities do not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers or solicitations are not permitted
by law. If a jurisdiction requires that this issuance of securities be made by a licensed broker or
dealer, and the Joint Lead Managers or any affiliates of the Joint Lead Managers are licensed
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brokers or dealers in the relevant jurisdiction, this offering shall be deemed to be made by the Joint
Lead Managers or such affiliates on behalf of the Company in such jurisdiction.
The attached Document may only be distributed to, and is only directed at (a) persons 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 (the ``Order''), (b) high net worth
bodies corporate falling within Article 49(2) of the Order, and (c) any other persons to whom it may
otherwise lawfully be communicated (all such persons together being referred to as ``relevant
persons''). Any person who is not a relevant person should not act or rely on this Document or any
of its contents.
The attached Document has been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic
transmission and consequently none of the Company or the Joint Lead Managers, any person who
controls them or any director, officer, employee or agent of them or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any difference between the Document
distributed to you in electronic format and the hard copy version available to you on request from
the Joint Lead Managers.
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OFFERING CIRCULAR
ARC
¸ ELIK A.S
¸ .
(Incorporated under the laws of the Republic of Turkey)
US$500,000,000
5.000 per cent. Notes due 2023
Issue Price: 99.031 per cent.
Arc¸elik A.S¸., a joint stock company (the ``Company'' or ``Issuer''), is issuing US$500,000,000 5.000 per cent. Notes due 2023 (the
``Notes''). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
``Securities Act''), or the securities or ``blue sky'' laws of any state of the United States of America (``United States'' or ``US''), the
United Kingdom or any other jurisdiction, and are being offered: (a) for sale in the United States (the ``US Offering'') to qualified
institutional buyers only (each a ``QIB'') as defined in, and in reliance upon, Rule 144A under the Securities Act (``Rule 144A'') and (b)
for sale to non-US persons (as defined in Regulation S under the Securities Act (``Regulation S'')) outside the United States (the
``International Offering'' and, with the US Offering, the ``Offering'') in reliance upon Regulation S. Prospective purchasers that are QIBs
are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the US Securities
Act pursuant to Rule 144A. Investors in the Notes will be deemed to have made or be required to make certain representations and
warranties in connection with purchasing the Notes. For a description of certain restrictions on sale and transfer of investments in the
Notes, see ``Plan of Distribution'', ``Selling Restrictions'' and ``Transfer Restrictions'' herein.
INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET
FORTH UNDER ``RISK FACTORS'' BEGINNING ON PAGE 21 OF THIS OFFERING CIRCULAR.
Interest on the Notes will be paid in arrear on the third day of each April and October; provided that, if any such date is not a
Business Day (as defined below), then such payment will be made on the next Business Day. Principal of the Notes is scheduled to be
paid on 3 April 2023, but may be paid earlier under certain circumstances as further described herein. The Notes initially will be sold
to investors at a price equal to 99.031 per cent. of the principal amount thereof. For a more detailed description of the Notes, see
``Conditions of the Notes''.
This Offering Circular (the ``Offering Circular'') has been approved by the Central Bank of Ireland, as competent authority under
Directive 2003/71/EC (the ``Prospectus Directive'') as amended (which includes the amendments made by Directive 2010/73/EU to the
extent that such amendments have been implemented in a relevant Member State of the European Economic Area). The Central Bank
of Ireland only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the
Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to
trading on its regulated market (the ``Main Securities Market''). Such approval relates only to the Notes which are to be admitted to
trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member
State of the European Economic Area. References in this Offering Circular to the Notes being ``listed'' (and all related references) will
mean that the Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The
Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC.
Application has been made to the Capital Markets Board of Turkey (the ``CMB'') in its capacity as competent authority under Law
No. 6362 of the Republic of Turkey (``Turkey'') relating to capital markets (the ``Capital Markets Law'' or ``CML'') for the approval of
the Notes by the CMB and the issuance and sale of the Notes by the Company outside Turkey. The Notes may not be sold outside
Turkey before they are approved by the CMB. The issuance of the Notes was approved by the CMB on 22 February 2013, and the
issuance certificate relating to the Notes is expected to be approved by the CMB on or about 28 March 2013.
Under current Turkish tax law, withholding tax at the rate of 0 per cent. applies to interest on the Notes. See ``Taxation--Certain
Turkish Tax Considerations''.
The Notes are expected to be rated at issuance BB+ by Standard & Poor's Credit Market Services Europe Limited (``S&P'') and BB+
by Fitch Polska S.A. (``Fitch'' and, together with S&P, the ``Rating Agencies''). The Rating Agencies have also issued ratings in respect
of the Turkish government. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension
or withdrawal at any time by the assigning rating organisation. As of the date of this Offering Circular, each of the Rating Agencies is
established in the European Union and is registered under Regulation (EU) No. 1060/2009, as amended (the ``CRA Regulation'').
The Notes are being offered under Rule 144A and Regulation S by each of J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and The Royal Bank of Scotland plc (each, a ``Joint Lead Manager'' and, collectively, the ``Joint Lead Managers''),
subject to their acceptance and right to reject orders in whole or in part.
The Notes will initially be represented by two global certificates in registered form (the ``Global Certificates''), one of which will be
issued in respect of the Notes (``Rule 144A Notes'') offered and sold in reliance on Rule 144A (the ``Restricted Global Certificate'') and
will be registered in the name of Cede & Co., as nominee for DTC, and the other of which will be issued in respect of the Notes
(``Regulation S Notes'') offered and sold in reliance on Regulation S (the ``Unrestricted Global Certificate'') and will be registered in the
name of a nominee of a common depositary for Euroclear Bank S.A./N.V. (``Euroclear'') and Clearstream Banking, socie´te´ anonyme
(``Clearstream, Luxembourg''). It is expected that delivery of the Global Certificates will be made in immediately available funds on
3 April 2013 (i.e. the fifth Business Day following the date of pricing of the Notes (such date being referred to herein as the ``Issue
Date'' and such settlement cycle being herein referred to as ``T+5'')).
Joint Lead Managers
BofA Merrill Lynch
J.P. Morgan
The Royal Bank of Scotland
The date of this Offering Circular is 28 March 2013.


This Offering Circular constitutes a prospectus for the purpose of Article 5 of the Prospectus Directive. This
Offering Circular is to be read in conjunction with the Consolidated Financial Statements (as defined in
``Presentation of Information--Presentation of Financial Information''), which form part of this Offering
Circular and are included herein.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Company and the Joint Lead Managers to subscribe for or purchase, any Notes (or beneficial
interests therein). This Offering Circular is intended only to provide information to assist potential
investors in deciding whether or not to subscribe for or purchase Notes (or beneficial interests
therein) in accordance with the terms and conditions specified by the Joint Lead Managers. The
Notes (and beneficial interests therein) may not be offered or sold, directly or indirectly, and this
Offering Circular may not be circulated, in any jurisdiction except in accordance with legal
requirements applicable to such jurisdiction.
The distribution or delivery of this Offering Circular and the offer or sale of the Notes (or beneficial
interests therein) in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Circular may come are required by the Company and the Joint Lead Managers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of the Notes (or beneficial interests therein) and on the distribution or
delivery of this Offering Circular and other offering material relating to the Notes, see ``Selling
Restrictions'' and ``Transfer Restrictions''.
No person has been authorised in connection with the offering of the Notes (or beneficial interests
therein) to give any information or make any representation regarding the Group (as defined below),
the Joint Lead Managers or the Notes other than as contained in this Offering Circular. Any such
representation or information must not be relied upon as having been authorised by the Company or
the Joint Lead Managers. The delivery of this Offering Circular at any time does not imply that there
has been no change in the Group's affairs or that the information contained in it is correct as of any
time subsequent to its date or that any other information supplied in connection with the Offering of
the Notes is correct as of any time subsequent to the date indicated in the document containing the
same. This Offering Circular may only be used for the purpose for which it has been published. The
Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the
Company during the life of the Notes or to advise any investor in the Notes of any information
coming to their attention. No representation or warranty, express or implied, is made by the Joint
Lead Managers as to the accuracy or completeness of the information set forth in this Offering
Circular, and nothing contained in this Offering Circular is, or should be relied upon as, a promise or
representation, whether as to the past or the future. None of the Joint Lead Managers assumes any
responsibility or liability for the accuracy or completeness of the information set forth in this Offering
Circular. No Joint Lead Manager accepts any liability in relation to the information contained in this
Offering Circular or any other information provided by the Company in connection with the offer or
sale of the Notes or their distribution.
Neither this Offering Circular nor any other information supplied in connection with the offering of
the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient
of this Offering Circular or any other information supplied in connection with the offer or sale of the
Notes should purchase the Notes. Each person contemplating making an investment in the Notes
must make its own investigation and analysis of the creditworthiness of the Company and its own
determination of the suitability of any such investment, with particular reference to its own
investment objectives and experience, and any other factors that may be relevant to it in connection
with such investment. In particular, each potential investor should:
*
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained in this Offering
Circular or any applicable supplement;
*
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will
have on its overall investment portfolio;
*
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal and interest payments is different from the
potential investor's currency;
2
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*
understand thoroughly the terms of the Notes and be familiar with the behaviour of financial
markets in which they participate; and
*
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
None of the Company, the Joint Lead Managers or any of their respective representatives is making
any representation to any offeree or purchaser of the Notes (or beneficial interests therein) regarding
the legality of any investment by such offeree or purchaser under applicable legal investment or
similar laws. Each investor should consult with its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Notes.
GENERAL INFORMATION
The Notes have not been and will not be registered under the Securities Act or under the securities
or ``blue sky'' laws of any state of the United States or any other US jurisdiction. Each investor, by
purchasing a Note (or a beneficial interest therein), agrees that the Notes (or beneficial interests
therein) may be reoffered, resold, pledged or otherwise transferred only upon registration under the
Securities Act or pursuant to the exemptions therefrom described under ``Transfer Restrictions''. Each
investor also will be deemed to have made certain representations and agreements as described
therein. Any resale or other transfer, or attempted resale or other attempted transfer, that is not
made in accordance with the transfer restrictions may subject the transferor and transferee to certain
liabilities under applicable securities laws.
The sale of the Notes has been approved by the CMB only for the purpose of the sale of the Notes
outside Turkey in accordance with Article 15(b) of Decree 32 on the Protection of the Value of the
Turkish Currency (as amended from time to time, ``Decree 32'') and the Communique´ Serial II, No.
22 on the Principles on the Registration and Sale of Debt Instruments (the ``Communique´''). The
Notes (or beneficial interests therein) have to be offered or sold outside Turkey and the CMB has
authorised the offering of the Notes; provided that, following the primary sale of the Notes, no
transaction that may be deemed as a sale of the Notes (or beneficial interests therein) in Turkey by
way of private placement or public offering may be engaged in. Pursuant to Article 15(d)(ii) of
Decree 32, there is no restriction on the purchase or sale of the Notes (or beneficial interests therein)
by residents of Turkey; provided that they purchase or sell such Notes (or beneficial interests) in the
financial markets outside of Turkey and such sale and purchase is made through banks and/or
licensed brokerage institutions authorised pursuant to CMB regulations. The issuance certificate
relating to the Notes is expected to be approved by the CMB on or about 28 March 2013. This
Offering Circular is being provided on a confidential basis in the United States to a limited number
of QIBs for informational use solely in connection with the consideration of the purchase of the
Notes. It may not be copied or reproduced in whole or in part nor may it be distributed or any of
its contents disclosed to anyone other than the prospective investors to whom it is originally
submitted.
Notes offered and sold to QIBs in reliance upon Rule 144A will be represented by beneficial interests
in one or more permanent global certificates in fully registered form without interest coupons. Notes
offered and sold outside the United States to non-US persons pursuant to Regulation S will be
represented by beneficial interests in one or more permanent global certificates in fully registered form
without interest coupons. Except as described in this Offering Circular, beneficial interests in the
Global Certificates will be represented through accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC, Euroclear and Clearstream, Luxembourg.
Except as described in this Offering Circular, owners of beneficial interests in the Global Certificates
will not be entitled to have the Notes registered in their names, will not receive or be entitled to
receive physical delivery of the Notes in definitive form, and will not be considered holders of the
Notes under the Notes and the Agency Agreement.
An application has been made to admit the Notes to listing on the Official List and to have the
Notes admitted to trading on the Main Securities Market; however, no assurance can be given that
such application will be accepted.
In connection with the issue of the Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
``Stabilising Manager'') (or persons acting on behalf of the Stabilising Manager) may over-allot Notes
or effect transactions with a view to supporting the market price of the Notes at a level higher than
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that which might otherwise prevail; however, there is no assurance that the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager) will undertake any stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or
persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
Notwithstanding anything herein to the contrary, the Company may not (whether through over-
allotment or otherwise) issue more Notes than have been approved by the CMB.
Other than authorisation by the CMB, the Notes have not been approved or disapproved by the US
Securities and Exchange Commission (the ``SEC''), any state securities commission or any other US,
Turkish, Irish, UK or other regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of this Offering or the accuracy or adequacy of this Offering Circular.
Any representation to the contrary may be a criminal offence.
The distribution of this Offering Circular and the offering of the Notes (and beneficial interests
therein) in certain jurisdictions may be restricted by law. Persons that come into possession of this
Offering Circular are required by the Company and the Joint Lead Managers to inform themselves
about and to observe any such restrictions.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy the
Notes (or any beneficial interest therein) in any jurisdiction to the extent that such offer or
solicitation is unlawful. In particular, there are restrictions on the distribution of this Offering
Circular and the offer and sale of the Notes (and beneficial interests therein) in the United States,
Turkey, Ireland, the United Kingdom and numerous other jurisdictions.
In this Offering Circular, Arc¸elik A.S¸. on a stand alone basis is referred to as the ``Company''.
References to the ``Group'' are to the Company together with its subsidiaries. Unless otherwise noted,
references to ``management'' are to the members of the Company's board of directors, and statements
as to the Company's or Group's beliefs, expectations, estimates and options are to those of the
Company's management.
RESPONSIBILITY STATEMENT
The Company accepts responsibility for the information contained in this Offering Circular. To the
best of the Company's knowledge and belief (having taken all reasonable care to ensure that such is
the case), the information contained in this Offering Circular is in accordance with the facts and
contains no omission likely to affect the import of such information.
The Company has extracted substantially all of the information contained in this Offering Circular
concerning the Turkish market and its competitors from publicly available information, including
press releases and filings made under various securities laws. Unless otherwise indicated, all data
relating to the Turkish economy, including statistical data, has been obtained from the website of the
Turkish Statistical Institute (Tu¨rkiye Istatistik Kurumu) (``TurkStat'') at www.turkstat.gov.tr, the
website of the Central Bank of Turkey (Tu¨rkiye Cumhuriyet Merkez Bankasi) (the ``Central Bank'') at
www.tcmb.gov.tr or the Turkish Treasury's website at www.hazine.gov.tr. Data has been downloaded/
observed on various different days and may be the result of calculations made by the Company, and
therefore may not appear in the exact same form on such websites or elsewhere. Such websites are
not, and should not, be deemed to be a part of, or to be incorporated into, this Offering Circular.
Where third-party information has been used in this Offering Circular, the source of such information
has been identified. In the case of the presented statistical information, similar statistics may be
obtainable from other sources, although the underlying assumptions and methodology, and
consequently the resulting data, may vary from source to source. Where information has been sourced
from a third party, such publications generally state that the information they contain has been
obtained from sources believed to be reliable but that the accuracy and completeness of such
information is not guaranteed. Information regarding the Company's shareholders (including
ownership levels and agreements) in ``Business Description'' and ``Ownership'' has been based upon
public filings and announcements by such parties. Such data (including from the Central Registry
Agency, TurkStat and the Central Bank), while believed to be reliable and accurately extracted by the
Company for the purposes of this Offering Circular, has not been independently verified by the
Company or any other party and prospective investors should not place undue reliance upon such
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data included in this Offering Circular. As far as the Company is aware and able to ascertain from
the information published by such third-party sources, this information has been accurately
reproduced and no facts have been omitted that would render the reproduction of this information
inaccurate or misleading.
MARKET DATA
Included in this Offering Circular are various statements relating to the industries in which the Group
operates. This information has been provided because the Group considers these markets to be the
relevant markets for consideration of its market shares. Unless otherwise indicated, all information
regarding the Group's markets in Turkey comes from the White Goods Manufacturers' Association
of Turkey (TU
¨ RKBESD), the leading industry group in Turkey, and internal company estimates.
Unless otherwise indicated, all information regarding the Group's other markets comes from GfK, a
leading market research firm, and internal company estimates. All positioning statements in this
Offering Circular are based upon unit market share for major domestic appliances which consist of
refrigerators, freezers, washing machines, dryers, dishwashers and cookers (``MDA6''), unless
otherwise indicated. Unit market share refers to units sold.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421B OF THE NEW HAMPSHIRE
REVISED STATUTES ANNOTATED (THE ``RSA'') WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
NEW HAMPSHIRE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA
421B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE NEW HAMPSHIRE SECRETARY OF STATE HAS
PASSED
IN
ANY
WAY
UPON
THE
MERITS
OR
QUALIFICATIONS
OF,
OR
RECOMMENDED
OR
GIVEN
APPROVAL
TO,
ANY
PERSON,
SECURITY
OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
THE DISCUSSION OF US TAX MATTERS SET FORTH IN THIS OFFERING CIRCULAR
WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THIS
OFFERING AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED,
BY
ANY
TAXPAYER
FOR
THE
PURPOSE
OF
AVOIDING
TAX-RELATED
PENALTIES UNDER US FEDERAL, STATE OR LOCAL TAX LAW. EACH TAXPAYER
SHOULD SEEK ADVICE BASED UPON ITS PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISER.
TURKISH TAX CONSIDERATIONS
The withholding tax rates on interest payments of bonds issued by Turkish legal entities outside of
Turkey vary depending upon the original maturity of such bonds as specified under Decree No. 2010/
1182 dated 29 December 2010 and Decree No. 2011/1854 dated 26 April 2011 (together, the
``Decrees''). According to the Decrees, the local withholding tax rate on interest payments is 0 per
cent. for notes with an initial maturity of five years and more. See ``Taxation--Certain Turkish Tax
Considerations''.
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PRESENTATION OF INFORMATION
Presentation of Financial Information
Financial Information
As the Company is listed on the Istanbul Stock Exchange, the Consolidated Financial Statements are
required to be prepared in Turkish in conformity with the financial reporting standards accepted by
the CMB (``CMB Financial Reporting Standards''). The Consolidated Financial Statements have not
been prepared in accordance with the international accounting standards adopted pursuant to the
procedure of Article 3 of Regulation (EC) No. 1606/2002. There may be material differences in the
financial information had Regulation (EC) No. 1606/2002 been applied to the historical financial
information of the Company. See ``Operating and Financial Review--Summary of Differences between
IFRS and CMB Accounting Principles'' for a discussion of the significant differences between
International
Financial
Reporting
Standards
(``IFRS'')
as
promulgated
by
the
International
Accounting Standards Board (``IASB'') and CMB Financial Reporting Standards.
The Group's consolidated financial statements include:
*
the Group's audited annual consolidated financial statements as at and for the year ended
31 December 2012, which include comparative financial information as at and for the year
ended 31 December 2011; and
*
the Group's audited annual consolidated financial statements as at and for the year ended
31 December 2011, which include comparative financial information as at and for the year
ended 31 December 2010.
Gu¨ney Bagimsiz Denetim ve Serbest Muhasebeci Mali Mu¨s¸avirlik A.S¸. (a member firm of Ernst &
Young Global Limited) (``E&Y'') audited and issued auditor's reports with respect to the annual
consolidated financial statements as at and for the years ended 31 December 2012 and 2011.
The Group also prepares convenience translations into English of its audited annual financial
statements. Convenience translations into English of the Group's (i) audited annual consolidated
financial statements as at and for the year ended 31 December 2012, which include comparative
financial information as at and for the year ended 31 December 2011 (the ``2012 Audited Consolidated
Financial Statements''), and (ii) audited annual consolidated financial statements as at and for the
year ended 31 December 2011, which include comparative financial information as at and for the year
ended 31 December 2010 (the ``2011 Audited Consolidated Financial Statements'' and, together with
the 2012 Audited Consolidated Financial Statements, the ``Consolidated Financial Statements''), and
convenience translations of the audit reports thereon, are included in the Offering Circular beginning
on page F-2.
Non-IFRS measures
In this Offering Circular, certain financial measures used by the Group are presented which are not
recognised by IFRS, including EBITDA. The Group defines EBITDA as profit for the year before
income tax expense, financial income, financial expense, income from associates (net) and depreciation
and amortisation. Although EBITDA is not typically a measure of operating income, operating
performance or liquidity under IFRS, it is presented in this Offering Circular because the Group
believes it is used by some investors to determine a company's ability to service indebtedness and
fund on-going capital expenditure. EBITDA should not, however, be considered in isolation or as a
substitute for income from operations as determined in accordance with IFRS, or for cash flows from
operating activities as determined in accordance with IFRS, or as an indicator of operating
performance. A reconciliation of EBITDA to profit for the period is set out below.
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Year ended 31 December
2012
2011
2010
(TRY '000)
Profit for the year ........................................................................
551,688
541,087
549,247
Add back:
Income tax expenses ................................................................
77,684
74,322
107,391
Finance income ........................................................................
(336,798)
(415,558)
(287,046)
Finance expense .......................................................................
499,114
474,421
279,965
Income from associates (net) ...................................................
(34,551)
(28,378)
(11,907)
Depreciation and amortization ................................................
260,788
217,834
192,538
EBITDA.......................................................................................
1,017,925
863,728
830,188
Rounding
Certain numerical figures set out in this Offering Circular, including financial data presented in
thousands and millions and percentages, have been subject to rounding adjustments and, as a result,
the totals of the data in this Offering Circular may vary slightly from the actual arithmetic totals of
such information. Percentages and amounts reflecting changes over time periods relating to financial
and other data set out in ``Operating and Financial Review'' are calculated using the numerical data in
the Consolidated Financial Statements or the tabular presentation of other data (subject to rounding)
contained in this Offering Circular, as applicable, and not using the numerical data in the narrative
description thereof. Accordingly, in certain instances the sum of the numbers in a column or a row in
tables contained in this Offering Circular may not conform exactly to the total figure given for that
column or row. Some percentages in tables in this Offering Circular have also been rounded and
accordingly the totals in these tables may not add up to 100 per cent.
Currency Presentation and Exchange Rate Information
In this Offering Circular, all references to ``Lira'', ``TRY'' or ``Kr'' are to the lawful currency of
Turkey; all references to ``US dollars'', ``US$'' or ``USD'' are to the lawful currency of the United
States; all references to ``Euro'', ``e'' or ``EUR'' are to the single currency of the participating
Member States of the European and Monetary Union of the Treaty Establishing the European
Community, as amended from time to time; all references to ``pounds sterling'' or ``GBP'' are to the
lawful currency of the United Kingdom; all references to ``ZAR'' or ``Rand'' are to the lawful
currency of the Republic of South Africa; all references to ``RON'' or Lei are to the lawful currency
of the Republic of Romania; all references to ``Ruble'' or ``RUR'' are to the lawful currency of the
Russian Federation; all references to ``CNY'' are to the lawful currency of the People's Republic of
China; all references to ``PLN'' are to lawful currency of Poland and all references to ``CZK'' are to
the lawful currency of the Czech Republic.
Available Information
THE COMPANY IS NOT REQUIRED TO FILE PERIODIC REPORTS UNDER SECTION 13
OR 15 OF THE US SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
``EXCHANGE ACT''). IN ORDER TO PRESERVE THE EXEMPTION FOR RESALES AND
TRANSFERS UNDER RULE 144A, THE COMPANY HAS AGREED THAT, FOR SO LONG
AS ANY NOTES ARE ``RESTRICTED SECURITIES'' WITHIN THE MEANING OF RULE
144(a)(3) UNDER THE SECURITIES ACT, THE COMPANY WILL, DURING ANY PERIOD
IN WHICH IT IS NEITHER SUBJECT TO AND IN COMPLIANCE WITH SECTION 13 OR
15(D) OF THE EXCHANGE ACT, NOR EXEMPT FROM REPORTING PURSUANT TO RULE
12g3-2(b) THEREUNDER, FURNISH UPON REQUEST TO ANY HOLDER OR BENEFICIAL
OWNER OF NOTES, OR ANY PROSPECTIVE PURCHASER DESIGNATED BY ANY SUCH
HOLDER OR BENEFICIAL OWNER, THE INFORMATION SPECIFIED IN, AND MEETING
THE REQUIREMENTS OF, RULE 144A(d)(4) UNDER THE SECURITIES ACT.
This Offering Circular is being furnished by the Company in connection with an offering exempt
from the registration requirements of the Securities Act solely for the purpose of enabling a
prospective investor to consider the acquisition of Notes described herein. The information contained
in this Offering Circular has been provided by the Company and other sources identified herein. This
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Offering Circular is being furnished on a confidential basis to QIBs in the United States. Any
reproduction or distribution of this Offering Circular, in whole or in part, in the United States and
any disclosure of its contents or use of any information herein in the United States for any purpose,
other than considering an investment by the recipient in the Notes offered hereby, is prohibited. Each
potential investor in the Notes, by accepting delivery of this Offering Circular, agrees to the
foregoing.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains statements that may be considered to be ``forward-looking
statements'' (as that term is defined in the US Private Securities Litigation Reform Act of 1995)
relating to the Group's financial position, business strategy, plans and objectives of management for
future operations (including development plans and objectives relating to the Group's businesses).
When used in this Offering Circular, the words ``anticipates'', ``estimates'', ``expects'', ``believes'',
``intends'', ``plans'', ``aims'', ``may'', ``will'', ``should'' and any similar expression generally identify
forward-looking statements. Forward-looking statements appear in a number of places throughout
this Offering Circular, including (without limitation) under ``Risk Factors'', ``Use of Proceeds'',
``Operating and Financial Review'' and ``Business Description'' and include, but are not limited to,
statements regarding:
*
strategy and objectives;
*
trends affecting the Group's results of operations and financial condition;
*
future developments in the markets in which the Group operates;
*
anticipated regulatory changes in the markets in which the Group operates; and
*
the Group's potential exposure to market risk and other risk factors.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ
materially from those expressed in these forward-looking statements.
The Company has identified some of the risks inherent in these forward-looking statements under
``Risk Factors''. Important factors that could cause actual results to differ materially from those in
these forward-looking statements include, among others:
*
The Group operates in highly competitive markets
*
The Group faces risks related to the current economic environment
*
The Group is dependent on sales to retail chains and other large customers in its international
markets, who may exercise pricing and other pressure on the Group
*
Significant erosion of the Group's reputation or the reputation of one or more of its brands could
have a material impact on its financial results
*
The Group's dependence on suppliers makes it vulnerable to a disruption in the supply of its
products
*
The Group's business faces cost fluctuations and pressures which could affect its results
*
The Group's ability to meet its growth targets depends on its ability to innovate and successfully
respond to competition
*
The Group may not be able to realise expected benefits and synergies from future acquisitions of
businesses or product lines
*
The Group is subject to significant international business risks that could hurt its business and
cause its results of operations to fluctuate
*
There are risks inherent in global manufacturing which could negatively affect the Group's business
*
The Group's success depends on the ability to recruit and retain skilled technical employees and
management professionals
*
A deterioration in labour relations could adversely impact the Group's global business
*
A failure of one or more key information technology systems, networks, processes, associated sites
or service providers could have a material adverse impact on the Group's business or reputation
*
As a result of the Group's international operations, the Group faces a number of risks related to
exchange rates and foreign currencies
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