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| Investor Relations |
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Public Disclosures
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Date: 26.12.2007/100 Our Board of Directors have decided in the transaction of the capital increase of Doğan Medya International GmbH (DMG International), which is our partnership with the participation rate of 42.26%, to 34.000.000 Euro, to utilise totally our right to obtain new shares equal to our participation value of 8.205.792 Euro; to undertake for purchasing of new unused share obtaining rights of the real small shareholders not involving in the capital increase according to our capital ratio and to authorise our Company management for the fulfilment of the required transactions and for the notification to the related authorities. The mentioned fund derived through the capital increase is planned to be utilised in meeting the business capital requirement of Doğan Medya International S.A., established in Romania with the main activity of television broadcasting and is a partnership of DMG International with the participation rate of 74,9 %. Date: 17.12.2007/099 Our Board of Directors have decided to participate to the transaction of the capital increase of Yenibiriş İnsan Kaynakları Hizmetleri Danışmanlık ve Yayıncılık A.Ş., which is our partnership with the participation rate of 99.99%, from 50.000-YTL to 1.000.000-YTL totally to be met by cash and to undertake for purchasing of new unused share obtaining rights. The payment will be made once and cash and our right to obtain new shares will be completely used. Date: 10.12.2007/098 Today it has been registered to the Commercial Registration that within the registered maximum capital of 800.000.000-YTL, our increased capital of 416.742.560-YTL will be increased to 421.000.000-YTL to be met through internal resources. Our partners have the right to purchase free of charge new shares with the ratio of 1.02159 % of their present shares for the capital increase of 4.257.440-YTL met by internal resources. The distribution of the registered shares exported due to the capital increase will start on the 11th of December 2007 (tomorrow). The "announcement" for the related subject is attached to the annex and it will be published in Hürriyet and Referans Newspapers on the 11th of December 2007. Date: 14.11.2007/097 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 30th September 2007 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th November 2007 as annex to the temporary tax declaration for the period January-September 2007. Date: 09.11.2007/096 For our tax trials continuing, on the 9th of November 2007 (today), an amount of 5.542.132-YTL have been paid as tax penalty and its delay interest, without waiting the final decision. For the mentioned trials, depending on the decisions of our attorneys, an amount of 2.538.000-YTL was separated as expense in our financial tables dated 30th June 2007 (Note 23). Therefore from the payment, 2.538.000-YTL part is recorded to counter account and the remaining 3.004.132-YTL to other operating charges as expenses. The tax trials related to the mentioned payment still continue and in the case where the trials are finalised partially or totally on the advantage of our side, this amount will be recorded to other activities income. Date: 07.11.2007/095 The Board of Directors of Hürriyet Gazetecilik ve Matbaacılık A.Ş. has met in the Company registered office on the 7th November 2007 and has decided that: 1. Within the registered maximum capital of 800.000.000-YTL, from our increased capital 416.742.560-YTL; 3.554.973-YTL will be met from "the sales profit of the immovable" and 462.495-YTL from "the sales profit of participation share" and 239.972-YTL from "the extraordinary reserves"; hence it will be increased to 421.000.000-YTL from the internal resources by 1.0216%. 2. In order to provide the "equity capital" account equality, the total amount of 4.017.468-YTL which will be added from "the sales profit of the immovable" and "the sales profit of participation share" will be deducted from the account of "previous years’ profits" of the consolidated financial tables, prepared by UFRS according to the announcement Serial XI Numbered 25 of Capital Market Board and the decision of the Capital Market Board dated 10th December 2004, numbered 1604. 3. To provide explanations in the footnotes of the financial table related to the subject. 4. In the case when profit takes place from the exported shares, to utilise from the profit of the year 2007. 5. To publish the announcement related to the new share obtaining rights in the Turkish general publish of 2 daily newspapers. 6. To authorise the Company management for obtaining the required permissions and for the fulfilment of the transactions. Date: 24.09.2007 / 094 Special Event to be Announced ISS Corporate Services, Inc. (ISS) which has been certified by Capital Market Board of Turkey (CMB) to perform Corporate Governance Rating assessment, has rated our Company good, with corporate governance rating of 8.0 (79.67%) out of 10. CMB’s resolution related to the issue outlines ultimate rating to be determined through four categories with different weights. Within this scope, the distribution of our corporate governance rating with respect to sub categories is as follows;
Information with respect to summary information and methodology can be reached at our corporate Web Site at www.hurriyetkurumsal.com adress. We confirm the above explanations are in line with the Board’s Code Serial VIII. Number 39; reflect the information we obtained correctly; match our records and bookings;we show our best efforts to announce the information we obtain fully and correctly and we are responsible for these announcements. Date: 04.09.2007/093 Through the explanation made by Fitch Ratings, an international credit rating company, on the 3rd September 2007, our company has been determined as follows: • The long-term foreign money credit mark is "BB", with appearance "stable" • The long-term domestic money credit mark is "BB", with appearance "stable" • The national credit mark "AA" (Turkish), with the appearance "stable" Date: 14.08.2007/092 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 30th June 2007 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th August 2007 as annex to the temporary tax declaration for the period January - June 2007. Date: 29.05.2007/091 Our additional period demand for the presentation of the consolidated financial tables for the semi-period 1st January 2007- 31st March 2007 to IMKB (Istanbul Stocks and Bonds Exchange), has been found convenient with the letter dated 29th May 2007 numbered 372-13545 of the Capital Market Board, which is in the annex; the mentioned financial tables will be presented to your Presidency on the 22nd June 2007. Date: 23.05.2007/090 In the ordinary general assembly of our company held on 10th May 2007, the distribution of tasks of the Board of Directors chosen is as follows: 1. Mr. Aydın Doğan to be appointed as the President of the Board of Directors, Mr. Mehmet Ali Yalçındağ as the Vice President of the Board of Directors, Mrs. Vuslat Doğan Sabancı as the President of the Executive Board (Executive Council), Ertuğrul Özkök as member of the Executive Board (Executive Council) in charge of Broadcasting (Publishing) Affairs To re-appoint Mrs. Ayşe Cemal Sözeri, the Advertisement Group President; Mr. Ahmet Toksoy, the Chief Financial Officer(CFO); Mr. Sinan Köksal, the Chief Marketing Officer (CMO) to the members of the management board. 2. Mrs. İmre Barmanbek and Mr. Soner Gedik of our Board of Directors to be appointed as the Committee Members responsible from the control and to authorise the mentioned committee for the fulfilment of the transactions determined according to the conditions of the Capital Market Board Serial: X numbered 22. 3. Cem Kozlu, an independent member of our board, has been reelected as Chairman of the Corporate Management Committee; Murat Doğu, Capital Markets and Corporate Management Coordinator of Doğan Yayın Holding A.Ş., and Ahmet Özer, Corporate Business Development and Investor Relations Coordinator, have been reelected as members of the Corporate Management Committee. Date: 14.05.2007/088 The Income Statement is presented in the annex of our report which belongs to the period between 1st January 2007 and 31st March 2007 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th May 2007 as annex to the temporary tax declaration for the period January - March 2007. Date: 10.05.2007/087 The ordinary general assembly meeting of our company related to 2006 activities have been made on the Company registered office at the address Hürriyet Medya Towers Güneşli/ Istanbul on the 10th May 2007 at 10:30 a.m. As a summary in the general assembly meeting it has been decided that: 1. To accept the balance sheet and the income statement, the reports of the Board of Directors and the Board of Auditing and the Independent Auditors related to the accounting period of 1st January 2006 – 31st December 2006. 2. To acquit the members of the Board of Directors and the Board of Auditing for the activities, transactions and accounts related to the accounting period of 1st January 2006 – 31st December 2006. 3. Within the Principle Decision of the Capital Market Board and the Related Regulation, not to distribute the net period profit acquired from 2006 activities shown in the consolidated financial tables and to add it to the extraordinary reserves after deducting the primary reserve. 4. Until the General Assembly where the 2006 accounts and activities will be discussed, to appoint to the membership of the Board of Directors Mr. Aydın Doğan, Mr. Mehmet Ali Yalçındağ, Mr. Ertuğrul Özkök, Mrs. İmre Barmanbek, Mrs. Vuslat Doğan Sabancı and Mr. Ertunç Soğancıoğlu, along with Mr. M. Cem Kozlu and Mr. Kai Georg Diekmann as the independent members and from the shareholders Mr. Soner Gedik. 5. Until the General Assembly where the 2007 accounts and activities will be discussed, to appoint Mr. Mehmet Yörük and Mr. Fuat Arslan as the members of the Company Board of Auditing. 6. Within the frame of the Capital Market Regulation and the arrangements of the Capital Market Board, in order to audit the accounts of the year 2007, to chose and to approve Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (PricewaterhouseCoopers) as the independent auditor. At the same time "The Profit Distribution Policy" prepared within the frame of the Capital Markets Board Principle Decision and approved by the Board of Directors has been presented to the General Assembly and the General Assembly Report and Existence List are attached to the annex. Date: 04.05.2007/086 Our Board of Directors have decided to participate to the transaction of the capital increase of Doğan Haber Ajansı A.Ş., which is our partnership with the participation rate of 50.01%, from 312.387-YTL to 3.500.000-YTL totally to be met by cash. The payment will be made once and cash and our right to obtain new shares will be completely used. The financial tables of Doğan Haber Ajansı A.Ş. are consolidated to our Company’s financial tables. 35.75% of the capital of Doğan Haber Ajansı A.Ş. belongs to our dominant partner Doğan Yayın Holding A.Ş. Date: 13.04.2007/082 Our Board of Directors has called the shareholders for an annual ordinary meeting of the General Assembly of Shareholders at the Company headquarters at the address of Hürriyet Medya Towers, Güneşli / Istanbul at 10:30 hrs on Thursday, May 10th, 2007, to discuss the agenda attached hereto. more >> Date: 03.04.2007/081 Fitch Ratings have declared that they have removed the negative follow-up on our company’s "BB" foreign money and domestic money long-term credit mark and the mentioned marks are approved and the appearances are stated as stable. The decision has been taken following to the finalisation of the purchasing transaction of 67.30% of Trader Media East Limited (TME) by our Company. Fitch Ratings have announced that our national credit mark is protected as "AA (Tur)" and the negative follow-up on it has been removed. Date: 02.04.2007/080 The publish of Gözcü Newspaper, one of our daily newspapers, has been cancelled on the 2nd April 2007 with a decision of our Board of Directors. According to the data of 2006, the Gözcü Newspaper’s share in the Company consolidated net sales income is approximately 1.5%. Date: 30.03.2007/079 Through our partner in the Netherland, Hürriyet Invest BV, the invitation period related to Trader Media East Limited (TME), having transaction in London Stock Exchange as Global Depository Receipt, has been completed. At the end of the invitation period, the TME shareholders having 33.649.091 shares which are equal to 67.30% of TME capital have informed us officially the acceptance of our offer. Within this frame, Hürriyet Invest BV has completed the registration in TME shareholder book. 336.490.910 USD, which is equal to the amount of the shares purchased and paid to Hürriyet Invest BV as "the capital advance", has been transferred to the related bank account to be paid to the TME shareholders who have accepted our offer. The mentioned amount paid as the capital advance will be added to the paid capital of Hürriyet Invest BV which is equal to 18.000 Euro. Date: 16.03.2007/078 We have already informed the ISE Board and the public that the legal acceptance procedure is extended until 15.03.2007 for our company to purchase Trader Media East ("TME") whose shares are traded in London Stock Exchange as Global Depository Receipt ("GDR"), through our subsidiary "Hurriyet Invest BV" based in Holland. The offer intended to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share. more >> back to top
Date: 14.03.2007/077 We have been informed that the Ukranian Board of Competition approved our application following to the earlier Russian Board of Competition Approval within the process of our purchase offer made for the whole of Trader Media East Limited (TME) shares by "voluntary call" method through our subsidiary "Hürriyet Invest BV" based in Holland. We have been informed that are currently waiting for the approval of. On the other hand, as previously announced to public, "call" process is extended until 15.03.2007, 3:00 pm, Turkish time within the terms and conditions of the Offer Document. It will be announced on 16.03.2007, 10: am at most, if any additional period will be requested. According to UK Code relating to our offer’s validity, the nominal value of accepting shareholders’ shares should be above 50% of TME capital. If by the end of the call process, total nominal value of the accepting shareholders’ shares are below 90% of TME capital, our Company is free to withdraw from this offer without any obligations. On the other hand, if the nominal value of accepting shareholders is between 50-90%, our Company can takeover those shares following the necessary legal procedures; or can end the call process. We will enlighten the stakeholders in every step of the procedure. All the legal documents about the call process can be reached through internet at http://www.hurriyetkurumsal.com/ adress. back to top
Date: 07.03.2007/076 We have been informed that the Russian Board of Competition has approved our application within the process of our purchase offer made for the whole of Trader Media East Limited (TME) shares by "voluntary call" method through our subsidiary "Hürriyet Invest BV" based in Holland. We are currently waiting for the approval of Ukranian Board of Competition. On the other hand, as previously announced to public, "call" process is extended until 15.03.2007, 3:00 pm, Turkish time within the terms and conditions of the Offer Document. It will be announced on 16.03.2007, 10: am at most, if any additional period will be requested. According to UK Code relating to our offer's validity, the nominal value of accepting shareholders' shares should be above 50% of TME capital. If by the end of the call process, total nominal value of the accepting shareholders' shares are below 90% of TME capital, our Company is free to withdraw from this offer without any obligations. On the other hand, if the nominal value of accepting shareholders is between 50-90%, our Company can takeover those shares following the necessary legal procedures; or can end the call process. We will enlighten the stakeholders in every step of the procedure. All the legal documents about the call process can be reached through internet at http://www.hurriyetkurumsal.com/ adress. We confirm the above explanations are in line with the Board's Code Serial VIII. Number 39; reflect the information we obtained correctly; match our records and bookings;we show our best efforts to announce the information we obtain fully and correctly and we are responsible for these announcements. back to top
Date: 02.03.2007/075 We have already informed the ISE Board by the Special Event Explanation Form issued on 31.01.2007 and informed the public that the legal acceptance procedure took start for our company to purchase Trader Media East (TME) whose shares are traded in London Stock Exchange as Global Depository Receipt ("GDR"), through our subsidiary "Hurriyet Invest BV" based in Holland. The offer intended to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share. The first part of the acceptance procedure has ended as of 01.03.2007, at 15:00 pm, Turkish time, and shareholders which represent 61.56% with 30.779.070 shares of TME capital has accepted our offer. John H. McCall MacBain who is the largest shareholder of Classified Media N.V. (TCM) and the ruling shareholder of TCM are among the shareholders who accepted our offer. These two shareholders together hold 16.89% of TME capital with 8.444.816 shares. Acceptance procedure with respect to our offer has been extended until 15.03.2007, 15.00 pm Turkish time in line with conditions specified in the Offer Document. The public will be informed if any additional extension period will be utilised on 16.03.2007, 10.00 am, Turkish time, at maximum. According to UK Code relating to our offer’s validity, the nominal value of accepting shareholders’ shares should be above 50% of TME capital. If by the end of the call process, total nominal value of the accepting shareholders’ shares are below 90% of TME capital, our Company is free to withdraw from this offer without any obligations. On the other hand, if the nominal value of accepting shareholders is between 50-90%, our Company can takeover those shares following the necessary legal procedures; or can end the call process. We will enlighten the stakeholders in every step of the procedure. All the legal documents about the call process can be reached through internet at http://www.hurriyetkurumsal.com adress. We confirm the above explanations are in line with the Board’s Code Serial VIII. Number 39; reflect the information we obtained correctly; match our records and bookings;we show our best efforts to announce the information we obtain fully and correctly and we are responsible for these announcements. back to top
Date: 14.02.2007/074 According to the announcement of the Capital Markets Board Serial: VIII Number: 39, the Income Statement is presented in the annex of our report which belongs to the period between 1st January 2006 and 31st December 2006 and it is arranged according to the Capital Market regulations and is given to the Tax Office on the 14th February 2007 as annex to the temporary tax declaration for the period October - December 2006. Date: 31.01.2007/073 We have already informed the ISE Board on by the Special Event Explanation Form issued on 04.01.2007 and informed the public that our company has started a procedure to purchase Trader Media East ("TME") whose shares are traded in London Stock Exchange as Global Depository Receipt ("GDR"), through our subsidiary "Hurriyet Invest BV" based in Holland. The necessary legal procedure is initiated to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share and our purchase attempt is legally supported by the Board of Directors of TME. This purchase is subject to UK Takeover Code. more >> back to top
Date: 10.01.2007/072 Fitch Ratings have informed us that the "IDR" credit marks "BB" of foreign money and national money of our company, have taken under negative follow-up with the reason of the possible requirement of 500 million US Dollars for the collection of the shares of Trader East Limited through "voluntary invitation method". On the other side the National Long-term Credit Mark of "AA (Tur)" is also taken under negative follow-up with the same reason. Fitch has informed that they can leave the same or decrease the present credit mark depending on the final result of the purchasing offer. Date: 04.01.2007/071 Our company has started a procedure to purchase Trader Media East ("TME") whose shares are traded in London Stock Exchange as Global Depository Receipt ("GDR"), through our subsidiary "Hurriyet Invest BV" based in Holland. The necessary legal procedure is initiated to buy the whole of 50.000.000 shares with nominal value of 16 US cent per share by voluntary call, with an offer of 10,00 USD per share. more >> back to top
Date: 04.01.2007/070 Depending on our appeal accepted partially by the 4th Council of State and returned to Istanbul 7th Tax Court and the trial waiting for the final decision; our company has decided there is no public welfare for the conflict and without waiting for the final decision of the court, by keeping our return payment right, we have paid 852.871-YTL institution tax, 85.287-YTL fund, 196.868-YTL fault penalty and 6.099.796-YTL delay interest subject to the conflict and calculated by Halkalı Tax Office. The mentioned payment has no effect on our financial tables and the payment is covered by the "provisions" stated in the footnotes of the financial tables and separated for this court. The remaining part of the separated money will be recorded in the income accounts. Our company has created resource to the public by the payment of temporary institutional tax amounted 22.666.317-YTL in 2006; in the years 2004 and 2005 it has been one of the highest tax-payers announced by the financial office of Istanbul. Our company is in the first place in the list of Istanbul/ Halkalı Tax Office for the highest tax-payers for the year 2005. |
