UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
Report
on Form 6-K dated September 11, 2019
Commission
File Number: 001-15092
TURKCELL
ILETISIM HIZMETLERI A.S.
(Translation
of registrant’s name in English)
Aydınevler
Mahallesi İnönü Caddesi No:20
Küçükyalı
Ofispark
34854
Maltepe
Istanbul, Turkey
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Indicate
by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: A press release dated September 11, 2019, regarding the announcement regarding the dividend distribution proposal.
Istanbul, Sepember 11, 2019
Announcement
Regarding the Dividend Distribution Proposal
With reference
to the dividend distribution proposal, which was resolved and announced publicly on July 31, 2019, our Board of Directors decided
to submit the proposal of dividend distribution as a single payment on October 31, 2019 with no changes to the gross amount of
TRY 1,010,000,000, to the approval of the shareholders at the General Assembly to be held on September 12, 2019.
Herewith
enclosed are the details of the dividend distribution proposal decision taken, the dividend distribution table and dividend per
share.
Proposed Gross Cash Dividend per Ordinary Share with a nominal value of TRY 1 (TRY)
|
Proposed Net Cash Dividend per Ordinary Share with a nominal value of TRY 1 (TRY)
|
Proposed Cash Dividend Date
|
0.4590909
|
0.3902273
|
31.10.2019
|
Notice:
Please note that the payment of the dividend described above is contingent upon our AGM being duly convened and on obtaining
a favorable vote from our shareholders at such meeting.
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
ANNEX:
Board of Directors Dividend Distribution Proposal
The Board
of Directors of the Company decided to distribute an aggregate dividend TRY 1,010,000,000- which corresponds to approximately
50% of Turkcell’s net distributable income pertaining to year 2018 to be paid in cash to our shareholders within the below
conditions explained hereunder as part of the resolution:
|
1.
|
As
a result of the activities of our Company, pertaining to the period between January 1,
2018 and December 31, 2018, our Company’s profit, calculated according to the consolidated
financial statements, which were audited independently in accordance with the Capital
Markets Board Communiqué numbered II-14.1, named “Communiqué Regarding
the Financial Reporting in Capital Markets” is TRY 2,516,545,524- and the commercial
profit calculated according to the provisions of Turkish Commercial Code is TRY 766,758,644-,
|
|
2.
|
TRY
2,021,064,152- after tax profit calculated according to the consolidated financial statements
shall be taken as the basis for dividend distribution in accordance with “Capital
Markets Board Dividend Guide” which was published on 27 January 2014,
|
|
3.
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As
the ceiling designated in the Turkish Commercial Code (TCC) for first legal reserve has
been reached by our company; no first legal reserve set aside,
|
|
4.
|
TRY
2,021,064,152- is the distributable dividend of the Company, pertaining to year 2018
and TRY 2,197,384,773- calculated by adding TRY 176,320,621- which is the aggregate amount
of the donations made during the year, to the above mentioned amount shall be taken as
the first dividend basis,
|
|
5.
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In
accordance with the provisions declared in Capital Markets Board (“CMB”)
Communiqué Serial: II-19.1 on “Dividends”, clauses set in the article
of association of our company and the dividend distribution policy that was approved
during the Ordinary General Assembly Meeting of our Company held on March 26th, 2015;
TRY 439,476,955-, which is 20% of the first dividend basis, amounting to TRY 2,197,384,773-
shall be distributed as the first cash dividend and the secondary reserve amounting to
TRY 90,000,000- shall be separated from the rest of the net distributable current year
profit,
|
a.
The total amount of TRY 1,010,000,000- which shall be distributed in cash, shall be distributed from statutory previous year’s
profit.
b.
The withholding tax deductions shall be applicable on the amount to be distributed in cash, TRY 1,010,000,000- as mentioned hereinabove,
c.
In this respect, gross amount of TRY 0.4590909- shall be distributed to our shareholders for each share, having a nominal value
of TRY 1 - (One Turkish Lira), and hence the aggregate gross amount of dividend distribution shall be TRY 1,010,000,000-.
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6.
|
TRY
921,064,152- which is the remaining of the 2018 year’s distributable profit after
the cash dividend distribution shall be :
|
a.
Regarded as previous year’s profit and set aside within the Company,
b.
The withholding tax deductions shall be applicable on the amount, which is set aside as 2018 fiscal year’s profit, in case
such amount shall be subject to redistribution.
TURKCELL İLETİŞİM HİZMETLERİ A.Ş. 2018 DIVIDEND DISTRIBUTION TABLE (TL)
|
|
|
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1)
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Paid / Issued Capital
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2,200,000,000
|
|
|
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2)
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Total Legal Reserves (in accordance with statutory records)
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1,577,763,533
|
|
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If there is information about privilege in dividend distribution in accordance with the Articles of Association
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|
|
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DISTRIBUTION OF THE PROFIT FOR THE PERIOD
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According to CMB
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According to
Statutory Records
(SR)
|
|
|
|
|
|
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3)
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Profit for the period
|
|
2,516,545,524
|
|
766,758,644
|
|
|
|
|
|
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4)
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Tax (-)
|
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495,481,372
|
|
|
|
|
|
|
|
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5)
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Net Profit for the period (=)
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(3-4)
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2,021,064,152
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(3-4)
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766,758,644
|
|
|
|
|
|
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6)
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Prior Years' Loses (-)
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-
|
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-
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|
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7)
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Primary Legal Reserves (-)
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((5SR-6SR)*0.05)
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-
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((5SR-6SR)*0.05)
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-
|
|
|
|
|
|
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8)
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NET DISTRIBUTABLE PROFIT (=)
|
(5-6-7)
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2,021,064,152
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(5-6-7)
|
766,758,644
|
|
|
|
|
|
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9)
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Donations made during the year
|
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176,320,621
|
|
|
|
|
|
|
|
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10)
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Net distributable profit including donations that is
the base of calculation of first dividend
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(8+9)
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2,197,384,773
|
|
|
|
|
|
|
|
|
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First Dividend
|
|
439,476,955
|
|
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11)
|
a
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-Cash
|
|
|
|
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b
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-Cash
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(10*the minimum
|
439,476,955
|
|
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c
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-Share
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rate determined by
|
|
|
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-Total
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the CMB)
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439,476,955
|
|
|
|
|
|
|
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12)
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Dividend paid to preference shares
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Amount of the
dividend for
privileged
shareholders in
accordance with
the articles of
Association
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13)
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Dividends paid to Board Members, employees and
etc
|
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14)
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Dividend paid to Redeemed Share Owners
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15)
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Secondary Dividend
|
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570,523,045
|
|
|
|
|
|
|
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16)
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Secondary Legal Reserves
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((11+12+13+14+15)-
(1*0.05))/10
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90,000,000
|
|
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|
|
|
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17)
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Status Reserves
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18)
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Special Reserves
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19)
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EXTRA ORDINARY RESERVES (*)
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8-
(11a+12+13+14+16+17+18)
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921,064,152
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20)
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Other Distributable Sources
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-Prior years' profits (**)
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-
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-
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1,010,000,000
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-Extra Ordinary Reserves
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-Other Distributable Reserves in
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accordance with legislation and Articles of
Association
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(*) TRY 921,064,152- which is the remaining of the 2018 year’s
distributable profit after the cash dividend distribution made, shall be regarded as previous year’s profit in CMB records,
(**) Pertaining to the period between January 1, 2018 and December
31, 2018, our Company’s profit calculated according to the consolidated financial statements, which were audited
independently in accordance with the“Communiqué Regarding
the Financial Reporting in Capital Markets” the total amount of TRY 1,010,000,000, which shall be distributed in cash from
statutory previous year's profit
(***) Dividend regarding to buy-back shares are recorded in free
reserves at statutory accounts.
INFORMATION ON DIVIDEND PAY OUT RATIO(1)
|
INFORMATION ON DIVIDEND PER SHARE
|
|
Group
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TOTAL DIVIDEND
|
DIVIDEND FOR A SHARE WITH A NOMINAL VALUE OF 1 TL
|
|
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AMOUNT (TRY)
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AMOUNT (TRY)
|
RATION(%)
|
GROSS
|
A
|
|
|
|
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B
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|
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TOTAL
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1,010,000,000
|
0.4590909
|
45.91
|
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There are no groups of shares in Our Company. Withholding tax will
be applied on distributed gross dividend in
accordance with applicable tax regulations on the distribution date.
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NET
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A
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B
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TOTAL
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858,500,000
|
0.3902273
|
39.02
|
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There are no groups of shares in Our Company. Withholding tax will
be applied on distributed gross dividend in
accordance with applicable tax regulations on the distribution date.
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RATIO OF DIVIDEND DISTRIBUTION TO THE NET DISTRIBUTABLE PROFIT INCLUDING DONATIONS
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GROSS DIVIDEND DISTRIBUTION
AMOUNT (TRY)
|
RATIO OF GROSS DIVIDEND DISTRIBUTION TO THE
NET DISTRIBUTABLE PROFIT INCLUDING
DONATIONS (%)
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1,010,000,000
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45.96
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(1) Group shares will be disclosed separately if there exists
any privileged shares
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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TURKCELL ILETISIM HIZMETLERI A.S.
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Date: September 11, 2019
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By:
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/s/ Zeynel Korhan Bilek
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Name: Zeynel Korhan Bilek
Title: Treasury & Capital Markets
Management Director
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TURKCELL ILETISIM HIZMETLERI A.S.
|
Date: September 11, 2019
|
By:
|
/s/
Osman Yılmaz
|
|
Name: Osman Yılmaz
Title: Chief Financial Officer
|
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