| Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the circular to shareholders of Metair (“Shareholders”) dated Monday, 30 September 2024 (“Disposal Circular”). |
| Shareholders are referred to the Disposal Circular as well as the announcements published by Metair on SENS on Tuesday, 17 September 2024, Monday, 30 September 2024, Wednesday, 30 October 2024, Tuesday, 12 November 2024 and Tuesday, 17 December 2024 pertaining to the Disposal. |
| Due to the liquidity pressure, the Mutlu Group is under and the critical need for the capital restructuring to take place, Metair and the Purchaser has agreed to bring the Closing Date forward to ensure Closing as soon as possible. |
| Shareholders are hereby advised that the relevant Mutlu Group companies executed a new financing agreement with a syndicate of Turkish banks (“New Mutlu Financing”), and the bank’s internal approvals about the New Mutlu Financing were finalised on Thursday, 19 December 2024. Accordingly, all Conditions about the Disposal have now been fulfilled and the Disposal has become wholly unconditional and was implemented on 19 December 2024. |
| As set out in the Disposal Circular, the Disposal Consideration was subject to customary adjustments based on the Mutlu Group’s net debt and working capital amounts on the Closing Date (“Closing Adjustments”). As a result of the complexities arising from an intra-month Closing Date and the requirement for transactions and reconciliations to be fully processed, Metair and the Purchaser have agreed that the Purchaser advance a closing payment to Metair of US$1 million, with the final Disposal Consideration being determined within 60 calendar days of the Closing Date once the final Closing Adjustments have been determined by the SPA. These arrangements have been put in place to ensure that the capital restructuring of the Mutlu Group takes place as soon as possible. The final Disposal Consideration shall not be more than US$2 million or less than zero. |
| For the full document click the link below: |
| Metair Investments Limited |
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