Filing Details

TURKCELL ILETISIM HIZMETLERI A.Ş.

(Name of Issuer)

Ordinary Shares, nominal value TRY 1.000 per share

(Title of Class of Securities)

900111204

(CUSIP Number)

Jonathan Muir

Letterone Investment Holdings S.A.

1-3 Boulevard de la Foire

L-1528

Luxembourg

+352 2638 771

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 9, 2020

(Date of Event which Requires Filing of this Statement)

Sally Pryce	Lorenzo Corte
Letterone Technology (UK) LLP	Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Devonshire House, One Mayfair Place	40 Bank Street
London W1J 8AJ	London E14 5DS
United Kingdom +44 20 7046 6150	United Kingdom +44 20 7519 7000

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Item 2 is hereby amended and restated in its entirety with the following:

On November 9, 2020, IMTIS Holdings entered into a Block Trade Agreement, dated November 9, 2020 by and among IMTIS Holdings, as seller, and certain placement agents and managers (the “Placement Agents”), pursuant to which the Placement Agents agree to place the Shares to institutional investors on a reasonable best efforts basis and IMTIS Holdings agrees to sell up to an aggregate 110,000,000 Shares (5% of the issued and outstanding Shares). Under the terms of the Block Trade Agreement, the pricing of this sale and the determination of the final number of Shares to be sold is expected to be on November 9, 2020. During the period ending 90 days after the date of the Block Trade Agreement, IMTIS Holdings has undertaken to the Placement Agents that, except in limited circumstances, neither it nor its affiliates shall transfer or dispose of, directly or indirectly, any Shares or depositary receipts representing Shares without the prior written consent of the Placement Agents. The proceeds will be used for the general corporate purposes of IMTIS Holdings. The sale is expected to close on or around November 12, 2020.

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 4 are hereby incorporated by reference in this Item 5.

(a) In its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to be the beneficial owner of the 545,600,000 Shares held by IMTIS Holdings, cumulatively representing 24.8% of the issued and outstanding Shares. IMTIS Holdings is the owner of the 545,600,000 Shares. Assuming the pricing and closing of all Shares to be sold under the Block Trade Agreement, in its capacity as sole shareholder of IMTIS Holdings, IMTIS will be deemed to be the beneficial owner of the 435,600,000 Shares held by IMTIS Holdings, cumulatively representing 19.8% of the issued and outstanding Shares and IMTIS Holdings will be the owner of the 435,600,000 Shares.

(b) In its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to have the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, the 545,600,000 Shares held by IMTIS Holdings, cumulatively representing 24.8% of the issued and outstanding Shares. By virtue of its direct ownership of the 545,600,000 Shares, IMTIS Holdings has the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, such Shares. Assuming the pricing and closing of all Shares to be sold under the Block Trade Agreement, in its capacity as sole shareholder of IMTIS Holdings, IMTIS may be deemed to have the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, the 435,600,000 Shares held by IMTIS Holdings, cumulatively representing 19.8% of the issued and outstanding Shares and, by virtue of its direct ownership of the 435,600,000 Shares, IMTIS Holdings has the shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, such Shares.

 

(c) Other than as described in Item 4, to the best of the Reporting Persons’ knowledge, there have been no transactions effected with respect to any Shares during the past 60 days by any of the persons named in response to Item 2.

(d) As the holder of all depositary receipts issued by IMTIS, L1T UB Holdings is entitled to the economic benefits (i.e., dividend payments, other distributions and sale proceeds, in each case net of costs and taxes) deriving to IMTIS from the 545,600,000 Shares (or 435,600,000 Shares assuming the pricing and closing of the all the Shares to be sold under the Block Trade Agreement) held by IMTIS Holdings. To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by them.

(e) Not applicable.

IMTIS, IMTIS Holdings, L1T UB Holdings, ATTL UK, LCIS and LIHS may be deemed to constitute a 'person' or 'group' within the meaning of Section 13(d)(3) of the Exchange Act. Each such Reporting Person disclaims beneficial ownership of the securities reported herein, and neither the filing of this Amendment nor any of its content shall be construed as an admission of such beneficial ownership or that such Reporting Persons constitute a person or group.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby supplemented with the information reported in response to Item 4 hereto, which is incorporated by reference in response to this Item 6.