Status Update

Jun 26, 2020

Ladies and gentlemen, thank you for standing by. I'm Murdo, your Chorus Call operator. Welcome, and thank you for joining the Turkey Wealth Fund Global Investor Conference Call on the Turkcell transaction. At this time, I would like to turn the conference over to Chuck Chafazan, Vice President of Investments. Please, Mr. Sabishan, you may now proceed. To conference on the Turkcell transaction. I would like to remind you that, if you're joining on the phone, you can find the presentation online on our website, www.truxellforthefuture.com. Today's speakers are our C Mr. Zafarsson Mats and our Chief Investment Officer, Mr. Chapar Abraj. We have a brief presentation. First, and it will be followed by questions and answers. Now I hand over to Mr. Surnmaz. Thank you, John. Hi, everyone. This is Zafesh. I'm the CEO of Turkey Wealth Fund. I will start my presentation by introducing Turkey Wealth Fund in a nutshell and then continue with the details of the transaction. You can refer to Page 3, you will see a snapshot of Turkey Wealth Fund. As it is mentioned, actually, the fund is established in 2016, it's we are quite relatively young institution. And in the meantime, Turkey Wealth Fund is the strategic investment arm of Turkey, Republic. So our mandate is to deliver the strategic agenda of Turkey. As you will see in the mandate, actually, our mandate has a 8 step approach in a house chart format. First, we want to enhance the value of our portfolio companies. And we would like to deliver the strategic investments of the Turkish Republic And also, we would like to make equity investments that, caters for Turkey's international economic objectives And also, we do investments to reinforce and deepen the financial markets in Turkey. When you look into actually, the mandate, basically, the 2nd pillar serves for investment to Turkcell. So it's a new investment for us and it's a strategic initiative. In delivering this 4 business pillars, actually, what we do We have a balanced financing actually a resource. This is both on the equity side and the debt side. And we strictly adhere to the corporate power governance principles. The fund is fully audited. The fund has a rating. The fund has a fully disclosures on all items. As you can see in this transaction, actually, we would like we wanted to follow a very a transparent disclosure mechanism. The deal is disclosing 13D in New York and actually in the public closure platform in Turkey. And the other principles we have, we have very high corporate governance principles and also key values like transparency, accountability, And as the last pillar of our mandate, we tapped to the talent pool of Turkey, actually. That is the most important actually pillar of our mandate. If you look into the financial metrics of the fund, as of 2018, we have actually asset size of US223 billion dollars. This is consolidated and IFRS basis. And we have a very diversified portfolio, mainly focused on few main sectors Financial Services, Energy Transportation And Rest And Telco will be a very significant part of that going forward. Why we are investing in telco industry. We are already an investor in the telco industry, by the way. We have a minority investment in Took Telecom. And also, we own the actual satellite company to start 100% that also works in certain areas that in the industry in the cable business. When you look into the last 2 years, actually, in the sauron Wealth Fund investment, actually, strategies, almost over 30% of our of the investments that are conducted by the sovereign funds. Are in telco technology and digital actually investments. That's why actually Turkey Wealth Fund is following the food step of its peers like QIA, like Casana, like Temasek, and we are trying to position the fund in the global investors' league with high quality top notch investments. Moving on to the next slide, actually, as you know, there's a very famous quote, simplicity is the ultimate sophistication. So that is the motto of this transaction, actually. When you look into the corporate profile of Turkcell, what you see is a 4 layer corporate structure in a very complicated and in a very actually, cumbersome way. It's not only corporate strategy is complicated. Actually, the shareholding relationship and the dispute disputes in the last 15 years actually became a huge barrier in terms of value creation at Turkcell. So the motivation for us coming into the picture as a white knight is not just investing in a company that may create value but also serve to the strategic agenda of Turkey and make a consensus still while all parties entering into the transaction, exiting the company has actually good taste. We would like to clear the sour taste in the actually malts of the investment community, the investors, stakeholders, and everyone. And also, we would like to bring a positive picture for the consumer outlook as well because Turkey, for the competitiveness of the country, we want the sectors to be competitive and we would like to take the barriers in front of the company to another place so that the company can, say, attach and can attain the value creation roadmap. When you look into the corporate structures, as you know, in a nutshell, the company is listed 49% is actually is trading in Istanbul and New York Stock Exchange and 51 is controlled by SPV, a holding company, 2% holding. And if you look on the upper structure, see through ownerships are important, but it is very, very complicated. The tier company has a see through actual ownership of 24.02 and letter 1 has 13.22 and Chukulapo Holding has 13.76 ownership in the company. The problem with this, actually, nobody has a direct stake at the listed company. So that creates a huge, as a problem in the shareholding structure. As you see, the brief story of Tucson, I would not go through that, but what you see is actually I think the period between 2011 2015 shows us the bottom line of the problem. So no shareholders meeting for 3 consecutive years and no dividend distribution for 4 consecutive years. And after 2013, actually, there is kind of a stepping through the Capital Market Sport appointing board members. Actually, what we wanted to achieve here is not an implicit situation, but a very explicit situation. So every investor knows what it's controlling and what the structure is. So moving on to the next slide, what we offer is actually simplicity. So this is a unique opportunity for a positive result to all stakeholders. Very clear structures. So the publically traded shares is 49 and Turkey Wealth Fund invest in the company in the tune of 26.2% where there are 2 sets of, actual shares. 1 is a privileged share, 15% and the other one is ordinary shares, 11 point And through this, what we achieve, actually, 1st of all, Chlorobag Holding is exiting the company and the Telia Company is also exiting the company. So that is 2 immerses. Our 2 founders are exiting the company. It's a very important situation. And, latter one as the current investors is significantly increasing its shares from 13% to actually almost 20 5%. So it's almost doubling up its shares. This tells us one thing. So latter one believes in the company and in much further and Turkey Wealth Fund is coming to the structure with the privileged rights, without that shareholders agreement, has a clear control for appointment of the board members, which I will go through in the next slides. So the outcomes of this transaction on the right hand side, I touch upon certain, let's say, details, but let me go through the major items. 1st of all, from a 4 layer complicated structure, we are collapsing to single layers structure clean. The other one is I think the one of the biggest problems in this story is the shareholder disputes. So what we are doing here, everybody is putting the gun on the table and through an escrow mechanism in City London, we put all the agreements in an escrow mechanism and everybody is releasing its rights for a temporary period on the shareholder dispute dispute subject to the closing, these disputes will be all settled. That is very important. So we give a break period everyone agrees on an escrow mechanism. The escrow is important because escrow creates trust. So that is very important. And escrow is a neutral location in City, London. And it also gives us a far execution capability. That is very important. So we are increasing the size of the board from 7 to 9. And TWF gains a board control through appointing 5 out of 9 directors in a very clear format. So the format is the privileged rights. So everyone percent, everyone share out of 15 has a right to vote for 6. So basically, that gives you right to appoint 5 board members at the general assembly to the board. That is important. So when you look into the monetary terms of the transaction, So there are several SBAs in the transaction. The kick start is through the acquisition of TDA company shares at the actually 2 cell holding. So what we do, we break down 2 cell holding structure into several SPAs. So this is the first transaction is through the acquisition of TDIA company shares at Tucson Holdings. The price acquisition price for that is USD 530,000,000. And actually through several transactions. In the meantime, what we do, we acquire Tursa Holdings through an SPV, we merge it and we give back certain shares to latter one so that the latter one and ourselves share the Thilia company shares in the company. So that's a split between us. So, through that through a series of transactions. Actually, we acquired 26% to 26.2% of the company and TDA company acquired 2824.8. So when you look into the other situation, Chucora exits and The end result is simple, enhancing the corporate governance of Tucson, which is a big problem for the growth and value creation of the company, continue to the dividend policy of the company. This is our commitment This is very important. And we also mentioned this in our public disclosures and media statements, not only us. And actually, other parties are also complying with that. And we would like to be an active investors at Turkcell with a view to continue on the performance driven valuation driven approach. So we will be managing Turkcell in a modern way and that is in line with the DNA of this company. So that is very important because, we are any masters and equity investors and as an equity master as a strategic equity master. We not only look into the strategic agenda, but also financial agenda as well. That is very important for us. And not only us, even though there is no shareholder agreement between us, we are aligned with letter 1 for value creation roadmap of 2 So that is very important because latter one is also almost doubling up its shares in this company, which means as a strategic telco investors. So Turkey Wealth Fund is already an investor in telco industry through Souksat and through a minority share at 2 Telecom. On top of that, we are teaming up with later on that is already an investor in the company. That is a strategic telco investors and a digital let's say, investors, we are joining forces for value creation at Tuesell. That is very important. And when you look into the actual situation from a minority perspective, that is the beauty of the transaction in my view. 1st of all, independent board members will be independent board members. So there is no need for an implicit situation at the board. Turkey Wealthmont has a clear control and independent board members will be compliant with the independent board members. That is very important. So capital markets step and situation will be clarified and will be rolled back. That is important. And the other one is for the minority shareholders. For the minority shareholders, actually, there is one seat available out of 9. And for Turkey Wealth Fund, we are welcoming quality board members for that specific seat because value creation not happens through your perspective. It's a consensus situation, actually. That is why we are welcoming quality discussions at the board level. So this is our perspective as an investors. Moving on to the next slide. Hands on heart, no surprises. So situation gave a big alpha actually growth for 2 cells in a very short period of time. This shows us one thing. Future is even brighter for Turkcell. So in a very short period of time, what we have seen actually almost 13% as of today upside in share price in Turkish terms. And when you look into the not local media, let's check let's say, international media, the messages are all positive actually, no surprises because we all knew that this would be the outcome because This is a transaction that is not helping one party in spite of others. Actually on the contrary, on the contrary, it is a very stakeholder, shareholder and market friendly transaction. All. Another point which I have mentioned, but I would like to underline once again, it is fully transparent So what we achieve here is full transparency and disclosures. So let me tell you, there were 1919 law firms in this transaction. So it is such a complicated situation. You deal with several jurisdictions, Turkey, New York, Ukraine, Belarus, Northern Cyprus, and so many, let's say, jurisdictions in the sponsors arena, That is why you have to disclose everything. So there's full disclosure on 13 D filing. There's full disclosure on actually public disclosure in Turkey, public disclosure platform. And also what we wanted for yourself to understand, we established a actually website. And we are updating that website, on a continuous, actually, effort And we are also working with Jordan so that they have a longstanding relationship with yourself with the industry, and they're also helping us for the right messaging to the market because there are so many merits of the transaction for the future value creation of themselves. Moving on to the next slide, page 7, actually a short, indicative timeline. So these are indicative. That's why we didn't put specific dates. So what is happening right now, let's say, desktop cleaving. So we are, I say, working on certain work tracks before the initiation of, BVI injunction. BVI injunction is very important. Why this 6 to 10 mix period So there are ongoing lawsuits in British Virgin Islands. So the injunction is like a holiday period. So everyone says Let's give a whole day period, put everything into net escrow and follow the, actual process until closing. There are antitrust applications and approval processes going on in several jurisdictions, Turkey, Ukraine, Belarus, and Northern Cyprus And there are local regulatory approvals, these are on track as well. So unit roughly, actually 8 to 12 weeks from now up until the, convocation of the annual general assembly date. So once we get all legal and regulatory clearances, these are not under our control. So BBI injection is an independent, actually, court we are already in contact with them. So it is not just we are starting right now. There were already some messaging through all parties. The beauty of that It is in a consensus. So it's not us only, but all the other parties coming together, applying in those 3 major work tracks. Once every legal and regulatory clearances are satisfied, we call for the general assembly. In Turkish law, you need 3 weeks to make the general assembly after the at the general assembly, we are introducing a new articles of association. So there are certain amendments in the articles of association as the agenda item in the general assembly. So I will go through that. And once subject to the approval of the general assembly, we roughly have a week or so for the closing of transaction. So the long stay long stop date for the transaction is 15th January 2021. Why we set that line, you don't actually we were in full execution mode during COVID trial and COVID pandemic. So that can be on foreseeing situation, and we may not be in control of that. So we put a buffer time for the long stop date. So that is the reason why we have that long stop date. Moving on to the next slide. So this is the general assembly agenda. So out of 15 agenda items, which are customary, ordinary actually topics. The third is the important one, articles of association amendments. So that is important. Moving on to the next slide, page 9. So what you see 2 major differences in the current situation versus the proposed situation. So my team put in it in a dim color, but it is actually colorful today as well. But we are actually proposing a situation that will pave the way for the company in a much healthier way in a in the actually best potentially one of the best, let's say, corporate governance, let's say cases. So simple, board seats will increase from 7 to 9. 2nd, group A shareholder, which we will own, will have 5 board seats. So that is, nomination and voting for the privilege. So general assembly, members will vote for these items. A minor detailed board the current situation can restrict shareholders preempt and rights. We said, we want to be market friendly. That was something that Board cannot restrict shareholders. We don't want to dilute with the board decision. Let's put it as a general assembly item. So this is another market friendly approach. So meeting column, almost the same. So what we are changing decision column to be 5 because we have 5. So that is, that is the simple thing. So general assembly columns, as you know, 51, 51, meeting column, almost the same decision column, majority. So you will see almost this is, is the same. Termination of event of the which actually, when all group shares are not owned by a single shareholder, that will be a termination, a termination event. So we are not in a motivation to, let's say, split our situation and bring another complicated shareholder structures. So that is not the intention. We are a long term investor at Turkcell. We are a strategic master and also we are a financial investors. So we have 2 hats, driving this transaction. Moving on, So board structure, as you see, which I told, in the current situation, there are several shareholding agreements, SHAs. So this company is actually is a graveyard of SSH, unfortunately. So what we are doing, we are clearing that. Simple we are putting a privilege to appoint 5 board members to the board. Simple, no shareholders agreement. So 3 independent and one seat for the minority. That is important. So we don't have any motivation to block that minority seat. We are welcoming quality discussion that will help for the value creation of TUMCELL. Moving on to the let me dig further on what the actually privilege is. As I said, we have a privilege for the election of 5 out of 9 board members at the board 2nd, election of the chairman of the board. Because Chairman actually determines the agenda of the board meeting. That is important. Election of the chairman of General Assembly, it's a courtesy role. So it is not very important, but for a courtesy as the leading shareholders, we wanted that seat as well. So we don't have privilege on certain items, no privilege on the election of 4 board members, including independence, no privilege on changing the dividend distribution policy. We don't have that. And any other shareholder matters. So For the general assembly items, we are actually regular invested for us 26.2%. That is important. That thing is a lot of, actually motivation for all the minority shareholders going forward because We have 1 share, 1 vote, a principle in that regards. That is important. We give a lot of let's say, a lot of importance for the voice of the minority rights at the company. So what we provide in the core governance improvements, actually, the summary is, summary is, mentioned at the right hand side, but in a nutshell, actually, it is what I mentioned in the boxes. As you guys all know, dividend payout is a very important metric for any master in a company, especially for a listed entity, that is very important. So we are a strategic investors, However, on the other hand, we are also in a financial investors. And as a financial investors, we are motivated to rely on the dividend yield of 2.7 in a very, let's say, a meaningful way. That gives you a commitment to stick to the dividend policy. So what we say, TWF has agreed to support existing dividend payout policy of minimum 50%. That is important. Turkcell Management should create a delicate balance between value creation and shareholder value. So the company will invest, but also the company should be motivated to distribute dividends. That is very important. That's why we will be an active investor at the board following up on those policies. So on the page, you see pink colored, actually, periods I think everybody knows what the situation is. These are the errors of disputes. So the company could not even call in board, coming the general assembly to a lot of situations that we all have to forget. In this current situation, those problems are all ironed out. So no, let's say, potential disputes going forward. Took some other value creation. First of all, I would like to say, I'm not the telco guys. I'm a, let's say, We are an investments holding kind of an investments holding company, invested, of the sovereign as its strategic investment. We have so many investments in so many cases. We are nothing different from our peers like Temasek, like Kazana, like QIA, like PIF on that, several others. We are strategic investors, and we would like to welcome the value creation roadmap of Tussaud, which is already in place. So the picture is from the investor presentation of Tussaud. We are not reinventing what Turkcell has been doing since its inception at the best practice. What we are doing actually, we are taking the barriers out of the management's scope so that the management can focus on value creation and we, as the board members, can be complementary to the management strategy. That is very important. So that is the message I would like to give. So as you see, the management has put a very credible roadmap for himself. Twosat is not a mobile operator anymore. Turkcell is a digital services company, digital business solutions company, Digital Technology Financing Services company. In my view, you have 4, 5D Turkcell inside Turkcell. What is happening is a huge discount a huge discount at the company due to several reasons complicated shareholding structure, complicated governance, complicated situation in a world class asset actual Turkcell doesn't deserve this. So what we believe, we are not reinventing as a strategy for Turkcell. We will stick and we will be complementary and helpful for creating a value creation agenda for Tupsell. And it is already in the DNA of TUCELL. So if you look into the global transactions that have been done in the last few months, I would not mention the location, but in it's in east of Turkey, a very big country. So certain companies are already looking to Turkcell as a role model. What we say Turkcell has seen $25,000,000,000 value at the peak. And at the IPO, it was $17,000,000,000. So that is not a dream anymore because Turkcell, in the meantime, has successfully implemented a huge digitization agenda and it's already underway. It's already underway. What we are bringing here, okay, let's break the chain for delivering the value creation agenda. So let's break the mold for itself. So people in the minds are saying this will not be settled. What we are saying is anything is impossible, and Turkcell has all the human talent. Intelligent thinking and actually execution capacity coupled with the financial power to can deliver this agenda. So what happens? Moving on to the next slide, 14th slide. What happens if The General Assembly doesn't vote positively. It's up to the generally assembly actually, members. So the deal is still conditional. The deal is still conditional. If We have a negative voting at 2:30 in the assembly. Parties will go to stethoscope. What is the stethoscope? It's 15 years of fight. 15 years of fight will accelerate will accelerate because there will be a huge disappointment, and parties will be in a huge defensive mode. 2nd, there will be dividend uncertainty for the shareholders. Why? Because history tells us we are not fortune tellers. We are just looking to track record of the shareholders' attitudes. So we can also easily say a unique opportunity would be missed. So this is the most elegant way of sowing the problems at Turkcell, but it is not our single motivation. This is the most credible way of value creating at Turkcell. Having spent my last 15 months and together with my team, I am 100% comments. This is the most elegant way and the most credible way of solving Tula's problems and helping Turkcell to achieve the value of its peers where its service quality is at a superior level compared to its peers. So this is unfair to Turkcell. This is unfair to this company. So my last comment we have on the last page, we have some contact information And my team and George's team is at your disposal for addressing your question, but in this investor meeting, actually, I would like to also take questions. The moderator will get the questions 1 by 1. Unfortunately, for every party, we have one question quota. Apologies for that. We want to spent more time, but this is already coming to end of business state in Turkey. That's why I would like to give a chance to all the team members to have to spend some time with your day families for the weekend. The first question comes from the line of Kimi Ivan with Exelios Capital. Please go ahead. Yes. Good evening. Thank you very much for doing this call. I was wondering what our, Turkey Wealth Fund long term plan for the state do you plan to, reprioritize it or, your plan is just to hold it indefinitely? Thank you. Thank you, Ivan, for the question. And I appreciate, that's very important topic for us. In a nutshell, in a nutshell, So TWF will be the controlling shareholder of this company. And we would like to continue on delivering strategy and we don't want to change any strategy going forward. We will be complementary for value creation. That is very important. We are working and helping on value creation agenda. And actually, we would like to maintain best in class corporate governance at the company. But Turkey Wealth Fund will not be focusing on day to day agenda. This is not our strategy. So we are active shareholders at the board level. And moving on, this is a strategic stake for us. So it is not a financial stake only. And what we say actually, we are a medium to long term investor at Turkcell. So we are not short sighted. As our peers in other countries, for example, I work for Kazana National in Malaysia, Nokia can look into Kazana, actually, they are investors at several telco companies. They are looking for a longer horizon. So moving on, what we want to do, we would like to work with letter 1 as the remaining shareholders for value creation and we would like to listen the minority shareholders and get the areas and we would like to open more room for the management to deliver the strategic agenda because, the strategy and the management is already capable and they have a plan what we want, we would like to be complementary to that, help for value creation. I hope this is clear. So we are seeing ourselves. We are perceiving ourselves as a medium to long term investor at Tucson. Thank you very much. Thank you, Aywin. The next question comes from the line of Mandat Yissei with Oulu Securities. Please go ahead. Hi. Thank you very much for the presentation and opportunity to ask questions. You have emphasized that Tuxel is on the well and it's important for you, the value creation in the company. Could you please share your thoughts, on potential strategic partnerships under success such as infrastructure, potential infrastructure, sharing, or established number of for a structured pump, before any potential investment in 5 g or in any strategic partnerships or IPO of potential assets under Turkcell, it would be really helpful. Thank you very much. Actually, I think it is not just my view that Turkcell is undervalued. So When you look into, for example, India, what we have seen, Facebook, several true, several TRUVIT certain syndicate, very credible investors, they invest in Geo and check the evaluation of Geo which is a Reliance entity in India and compare it with Turkcell. What you will see there's a big delta in terms of value between 2 companies. However, I can convincingly tell you that Turkcell's proposed strategy and business units and agenda strategic agenda is spares to what we have seen in a peer. So what we are seeing, actually, what we are seeing in Turkcell, you see several companies, you see a mobile operator, you see a payments company, you see an infra company, you see a technology finance company. You see a digital company. So you see a consumer business. Actually, what we want, Turkey is lacking big time in terms of technology. There is no unicorn in this country. There is no, let's say, big investors in the digital space But what we see Turkcell, we are proud of investing in a company that has a name starting with Turk, Turkish. So this is the country's company. That is very important. On top of that, we are investing in technology, not a mobile operator anymore. So it's technology, it's digitalization, it's payment system, its telco infrastructure, what you will see, you have to look as an analyst to Turkcell as some of the parts and value this company with the peers and find a total sum compared with the current market cap, you do a breach analysis and what you will see in the next few years let's unlock this value 1 by 1, 1 by 1, 1 by 1, then you will arrive at evaluation that even the people on night table and your side will be highly surprised. What I may add on top of it, Mr. Seamus addition is that your potential infrastructure company is the design of a telco industry in Turkey. So Turkcell is one of the leading operator in telco business, but the infrastructure play should be well defined with the Ministry of transportation and the government's view on 5g CapEx plan. Turkcell will be closely monitoring these CapEx plan on the 5G. And this will be certainly will be a very dominant position, but it's not only question to decide the design of the market. So that is why we are leaving the valuation the value capturing plan of Turkcell. And this might, at the same time, include, as mentioned by yourselves, through some IPOs of potential assets as the sum of the parts play, which Turk said tried to achieve it in the previous years, as we all know. Charles, I think we have to be clear on this one. So a market transaction, either IP or a trade sale, whatever the situation is, we have to focus on value creation first. There's no urgency for us to do something on it. Why even the signing of a transaction gave us 2 days of 10% upsides. So this tells us one thing. We have to walk our talk. If we walk our talk and we put a narrow gap between our walk and talk, that will be achieved. So you will see so many exciting stories around Turkcell going forward, what I can promise to yourself. Thank you, Ajana. Hope this is enough and satisfactory it for yourself. Thank you very much. The next question comes from the line of Vercanovich Alexander with Renaissance Capital. Please go ahead. Yes, thank you very much for your presentation. My question refers to the rights of minority shareholders. Can you please clarify is there any chance that as a result of this transaction, minority shareholders will have a right for a mandatory tender offer for their shares. Or if not, then Just confirm it. Thank you. Let me address that. It's very simple. The minority rights don't have a mandatory standard offer, right? The situation is, as such, actually, 1st of all, Turkey, while some is immune from the capital markets, sports regulations. So by the by its law, And actually what we are actually proposing here is Just a second. We would we want yourselves to note that, shareholders will be asked to opine on the deal through AGM work on the articles of association amendments. That will require approval of 2 thirds of the attending shareholders. For the mandatory tender rights, there will be no trigger for the minority rights to claim a mandatory tender of And also, you would like to note, I think another point to the MTU, right, There's no exit rights as well under this transaction. So by law, there is no NTO and exit rights for Turkey Wealth Fund and the parties acting in concert with Turkey Wealth Fund. The next question comes from the line of Hafi Zogolo Adam with BGB Partners. Please go ahead. Hello. Thank you for the presentation. Is Turkey a Vals fund, would would be interested in acquiring fixed telecom as well. So it's has some partnership in that company and the banks, are also willing to sell it are there any obstacles, after the success deal, in terms of conflict point of view? And the second question, if I may, what was the condition, for the purchase of scuba shares? How much it's that fund or the Russian partners have, paid to, in the, if you have thanks in that sense. Thank you. Ardan Baychokpe Scheckler, I would like to show you a red card for the question because you don't have a right, but I will address that. First of all, actually, I'm just kidding, by the way. First of all, on 2 telecom, we are already in investors. So we are roughly a 7% in investors. And as a party, to Turk Telecom, government is already holding another 25 through the treasury. So you would like to note note that. So we look into every situation in silos. In Trute Telecom, we are a shareholders already, and we welcome any activity there. But for investing activities, that is not on our plate. For Turkcell, we are focused on delivering the strategic value creation agenda for Turkcell. We see telecom industry as a very strategic and a key sector for Turkey. That is why we are now having a full focus and wider having a wider lens for the telco industry. Through Turkcell controlling share through minority share at Turk Telecom, through 100% ownership at Trucell. Why it is important because we are the strategic investment arm of Turkish Republic. We have to align certain interests around the telco industry. And it is not in spite of any other players. That is why we will be complementary for delivering agenda for Turkey On a specific note for Tuxelle, we will be an active board member at Tuxelle board. So that is the differentiating factors for that. For the second question, what was the condition for the purpose of of Chocola shares, okay. So when you look into that actually, If you So I think we should connect the dots here. That is why it is a series of transactions that is ending in a simple org structure for the company. I think you have to note it. So if we were just telling you this situation, we are acquiring TDA shares at the SPV above 2 cell holding, that will not be helpful on its own for resolving 15 years of story. For completing the chain, the loop here, you have to clear everything. You have to bulldoze all the layers. In achieving so, what we are doing actually, we are basically assuming the depth for the Kurawa holding and taking them out of the structure in a crystal clear manner. I hope this is clear. We are assuming the debt is their current debt and we are taking them out completely. For us, if you look into the consolidated pictures the debt sits on our subsidiary, 0 bank, which is a 100% TWF entity So we are not doing another financing around this. It's already in our consolidated books. So you have to note you have to note that important piece. That is why we acted in an instrumental way to resolve all this situation. So for achieving that, you have to bring all the parties. That is why that was the purpose of acquiring Grover shares. I think I hope this is clear for your site, but you have to complete from start to the end a series of transaction to bulldoze all the complicated, say, shareholding structure. Basically, we are taking Chakra in a very elegant way and they are not obliged in terms of tubesales situation anymore. They don't have any liability going forward. We are simply assuming their situation. Which is already consolidated in our books. Thank you. Just a small question, if I may. The Russian partner is increasing the stakes. So Did they pay anything in that picture or or did that cost something to them? Adam? It is the 3rd question. If you call me privately, I will answer that. I will provide The next question comes from the line of Demikta Skimal with Ata Invest. Please go ahead. Thank you for the presentation. You know, my question is related to, you know, the Russian transaction, you know, do you know how much they paid and any detail about their conditions. And you know, your euro bond issues at times, what are your plans in terms of financing. Thank you. Jaeme, it's Chokshi Schickler. I was 100% that this question will be repeated. That's why I don't want to leave it open. Thanks a lot for addressing that. Actually, it's in the web already. So you can refer to 13 d filing. You can refer to public disclosure cup. And also, you can refer to Turkcell for the future, but let me give the details. There are several transactions, but I will tell you the net investment. So there's a gross investment, but you don't have to look into that. Roughly $150,000,000, $155,000,000 of investment will come from Turkey Welton. The remaining 380, roughly, I'm rounding up the numbers, will come from our shareholders, partners, latter one in this transaction, through a low note structure. What they do what we do actually, we pay to TELIA as Turkey valve fund, $530,000,000, out of which 150 roughly will be funded by Turkey Wealth Fund. The remaining part will be funded by letter 1, through a low note structure. I hope this is clear. You can check the details. If you have questions, we will be happy to address that through the contact details. Oh, the Eurobond, the Eurobond. So there's a hidden question in the question, so a second one. So, Eurobond issuance is not related with this transaction. So eurobond, we disclosed to the market 20 months before. So it's been 20 months for us in this role for me in this role with my team. Turkey Wealthland will tap to the Eurobond market similar to RPS. So lights of Temasek, PIF, Kazana, Others, they are all coming to the Eurobond market. Why? Because there's a global investor base for sovereign Wealth Funds. And this is a sub sovereign cluster. We are not cannibalizing any market, we are actually expanding the bond market for Turkey in a different cluster. So we will be tapping into that territory as a regular bond issuer because we wanted to establish long term relationships with our investors. So in order to achieve that, in the last 20 months, Turkey Wealth Fund has completed its audits process You can check our financials at our website. It's KPMG's our auditors, and we are rated an entity already by Fitch we don't have any obligation to compete a rating right now, but we completed it, I guess, in April after a work of 6 months because we said we have to comply with governance standards. We want to establish a transparent, accountable entity For the bond, it is for our general investment activities. It is not related with Trucell. Turcell transaction, funds are in place. So we are not looking for funding for Turkcell. Bond process is a separate. So we will be tapping to the market as a regular issuer and we would like to establish long term relationships with our investor base. So you have to separate two topics. Hope it is clear, Al Tobey. Oh, sorry. Thank you. Thank you, Bobby. Congratulations, by the way, for this transaction, And I hope this transaction will have good prospects because there were questions about the that fund, whether it's going to be successful or not. But I think, you know, personally, I could say that, you know, it's a good move, at least, you know, whether, you know, significant move. And, it could open the way for rerating of Turkey. I think it would be a catalyst. So they'll close the following your operations and taxes and wish you the best. I think it's going to be essential for the rerating of Turkey if it's going to be possible. Thank you. Thanks for that, Jamai Bay. We highly appreciate. But any country that is committed establish a fund, a sovereign fund, either a wealth fund or asset backed development fund like us, if there is committed, commitment, if there is capacity. And if there is talent, the result is no brainer. So Turkey valve fund will be as part with its peers, if not better than them. The next question comes from the line of Osteemir Alper with AK Invest. Please go ahead. Hello. First of all, congratulations for the deal. As far as I understand, letter 1 may consider selling 5% of its 2 size shares, in the 1st year of you know, after the completion, is there a rights of 1st offer here in the agreement between you and letter 1 And also, can you please give us some details about the lock ups? Thank you. 1st of all, there's no right of first refusal. 2nd, there's a threshold. So in every transaction, there's those kinds of thresholds. Similar to any transaction that is that sophistication in that sophistication. And there's a lockup period for letter 1, actually, and ourselves as well. So that is important because, you have to put a lockup period for value creation. So you should not, I am, I think that our latter one colleagues are on the line as well. So going forward, the market should look into this. There should be a value creation at Tuxell. That is the ultimate motivation of 2 parties. So the 5% threshold and lookup periods are very customary to any transaction in that capacity and in that complexity, section in that capacity and in that complexity. I hope it is clear. Ladies and gentlemen, there are no further questions at this time. I will now turn the conference over to Turkey Wealthland for any closing comments. Thank you. Thank you, everyone. We highly appreciate for yourselves attending to conference this conference. This is very important for us. So I would like to mention once more. Turkey Wealth Fund is a strategic investment, weaker for the government. That is important. And what we want we would like to establish a mutually beneficial relationship with the investment community. That's why in order to achieve that, we are implementing a fully transparent and fully actually credible and accountable messaging to the market. So we are at your disposal. If anything that is not clear, please approach to our team, our contact email, or to Jordan anytime. We are very happy to make further clarifications. And what we want is we want a deal that is fully transparent. That's why we followed every disclosure requirement in this transaction our legal advisors, with our team, and thanks to our partners, Tilia, and Chucarawa that are exiting the company. And also a big thank you to latter one team as well. Actually, it's a full team effort on every, footstep of this transaction. I would like to thank everyone once again. Have a nice weekend and take care of yourselves.