Our Board of Directors resolved on the acquisition by merger of IHY İzmir Havayolları Anonim Şirketi, with a capital of TL 59,500,000, in which the Company holds a 98.63% stake corresponding to shares with a total nominal value of TL 58,681,832.63, by the Company, with all its assets and liabilities and in accordance with the simplified merger method prescribed in the relevant provisions of the Capital Markets Law No. 6362, the Merger and Demerger Communiqué No. II-23.2 of the Capital Markets Board, the Turkish Commercial Code No. 6102 and the Corporate Tax Law No. 5520; and on the filing of the necessary applications with the General Directorate of Civil Aviation and the Capital Markets Board for the contemplated merger. Company management is authorized to undertake all transactions necessary in connection with the said applications. The General Directorate of Civil Aviation approval for the contemplated merger was obtained on 19.09.2018 and the Capital Markets Board approval for the merger notice was obtained on 08.11.2018.
The merger agreement, the proposed amendments to the articles of association, the merger notice approved by the Capital Markets Board, the expert report, the financial statements as of 30.06.2018 forming the basis for the merger, the financial reports and audit reports for the past three years and the estimated opening balance sheet following merger, prepared for the simplified merger by acquisition of IHY Izmir Havayolları Anonim Şirketi by Pegasus Hava Taşımacılığı A.Ş. in accordance with the resolution of our Company’s Board of Directors dated 04.09.2018 and numbered 636, will be made available for review at our Company headquarters located at Aeropark, Yenişehir Mahallesi, Osmanlı Bulvarı No: 11/A Kurtköy, Pendik/İstanbul, and will be published on the Public Disclosure Platform and the Company website www.pegasusinvestorrelations.com. This announcement is made pursuant to Article 149 of the Turkish Commercial Code and Article 8/2 of the Merger and Demerger Communiqué No. II-23.2 of the Capital Markets Board.
The merger was approved by the Boards of Directors of the two entities on 13.12.2018 and was registered with the Istanbul and Izmir Trade Registries on 17.12.2018. On the same date, the issued capital of Pegasus Hava Taşımacılığı A.Ş. was also been registered as TL 102.299.707, following an increase of TL 27.707 from previous TL 102.272.000.
The details for the exercise of exit rights by IHY İzmir Havayolları A.Ş. shareholders was separately announced on the Public Disclosure Platform (https://www.kap.org.tr/tr/Bildirim/725188) and the timeframe for the exercise of exit rights was determined to commence at 09:00 hrs on 18.12.2018, ending at 17:00 hrs on 31.12.2018.