Filing Details

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	Excludes 1,122,000,000.238 ordinary shares held by Turkcell Holding A.S., as described in more detail in Items 2 and 5.

(1)	Excludes 1,122,000,000.238 ordinary shares held by Turkcell Holding A.S., as described in more detail in Items 2 and 5.

Telia Company AB, a Swedish corporation (formerly known as TeliaSonera AB, "Telia"), Telia Finland Oyj, a Finnish corporation (formerly known as TeliaSonera Finland Oyj, "Telia Finland") and Sonera Holding B.V., a Dutch corporation ("Sonera Holding" and, together with Telia and Telia Finland, the "Reporting Persons"), hereby file this Amendment No. 2 (this "Amendment No. 2") to amend and supplement the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on November 11, 2009 (the "Original 13D"), as amended by Amendment No. 1 ("Amendment No. 1") thereto, filed with the SEC on May 3, 2017 (as so amended and as further amended by this Amendment No. 2, the "Schedule 13D"), with respect to the ordinary shares, TRY 1.000 nominal value per share (the "Shares"), of Turkcell Iletisim Hizmetleri A.S., a joint stock company organized and existing under the laws of the Republic of Turkey (the "Issuer"). Following the completion of the Sale (as defined in Item 5, below) described herein, Sonera Holding will no longer beneficially own more than 5% of the Shares or any other class of equity securities of the Issuer. Each of Telia and Telia Finland may be deemed to beneficially own 1,122,000,000.238 Shares held by Turkcell Holding A.S. as described in Items 2 and 5, below.  Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Original 13D or Amendment No. 1, as applicable.

Item 2.

Identity and Background.

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

This Schedule 13D is filed by Telia, Telia Finland and Sonera Holding. Sonera Holding is a wholly owned subsidiary of Telia Finland, which in turn is a wholly owned subsidiary of Telia.

Telia provides telecommunication services in the Nordic and Baltic countries, the emerging markets of Eurasia, including Russia and Turkey. The principal executive offices of Telia are located at SE-169 94 Solna, Sweden. On April 13, 2016, the Swedish Companies Registration Office approved the change of Telia's corporate name from TeliaSonera AB to Telia Company AB. Telia owns 100% of the share capital of Telia Finland.

Telia Finland provides telecommunication services in Finland and conducts other business activities relating to the holding and financing of certain subsidiaries of Telia and Telia Finland. The principal executive offices of Telia Finland are located at Teollisuuskatu 15, 00510 Helsinki, Finland. On March 23, 2017, Telia Finland's corporate name was changed from TeliaSonera Finland Oyj to Telia Finland Oyj. In 2015, Telia Finland acquired Sonera Holding's 47.09% interest of the outstanding shares in Turkcell Holding A.S. ("Turkcell Holding"), a Turkish company, which owns 1,122,000,000.238 Shares of the Issuer, representing approximately 51.0% of the outstanding Shares, as of June 30, 2017. Telia Finland owns 100% of the share capital of Sonera Holding.

The principal business activities of Sonera Holding relate to the holding and financing of certain subsidiaries of Telia. The principal executive offices of Sonera Holding are located at Rodezand 34 K, 3011AN, Rotterdam, The Netherlands. Following the Sale (as defined in Item 5, below) described in this Amendment No. 2, Sonera Holding will no longer beneficially own more than 5% of the Shares.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth in Schedule A hereto and incorporated by reference herein.

During the last five years, none of the Reporting Persons and, to the knowledge of each of the Reporting Persons, none of the persons listed in Schedule A hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

N/A

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety with the following:

The disclosure in the fifth paragraph of Item 5, below, is incorporated herein by reference.

The disclosure in the third through seventh paragraphs  of Item 4 of the Original 13D and the disclosure in the fourth paragraph of Item 3 of Amendment No. 1 are incorporated herein by reference and are qualified in their entirety by reference to the Joint Venture Agreement itself, which is attached as Exhibit (a) to the Original 13D and incorporated herein by reference.

The disclosure in the second paragraph of Item 4 of the Original 13D is incorporated by herein by reference.

As a result of Turkcell not meeting mandatory legal obligations regarding the minimum number of independent directors in its board of directors (the "Board"), in March 2013, the Turkish Capital Markets Board ("CMB") appointed three independent members to the Board, replacing three Board members representing each of the major shareholders. In August 2013, the CMB took further action and resolved on two issues. Firstly, the CMB terminated the tenures of all remaining members of the Board elected by the shareholders and appointed two new members. Secondly, each major shareholder was invited to nominate two independent Board member candidates. On September 2, 2013, Telia nominated Mr. Erik Belfrage and Mr. Jan Rudberg as independent candidates.  Neither Cukurova Holding A.S. ("Cukurova Holding") nor any LetterOne Party (as defined in Item 5 below) nominated a candidate. Telia's nominations were accepted and the CMB appointed the independent candidates nominated by Telia as members of the Board on September 13, 2013.  Since that date, the seven members of the Board appointed by the CMB have remained in place.  As described in more detail in Item 5, below, if the Turkcell Holding Shareholders Agreement remains in effect, and, if the deadlock described in more detail in Item 5, below, among Telia, Cukurova Holding and the LetterOne Parties is resolved, Telia Finland could exercise its rights thereunder to nominate two members of the seven-member board of directors of the Issuer.  The discussion of the Turkcell Holding Shareholders Agreement is qualified in its entirety by reference to the agreement itself, which is attached as Exhibit (b) to the Original 13D and incorporated herein by reference.

Except as described above, the Reporting Persons do not currently have any plans or proposals to engage in the activities described in Item 4(a) through 4(j) of Schedule 13D.  The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment in the Issuer. As part of their effort to maximize the value of their investment, the Reporting Persons may, from time to time, consider, evaluate, and propose various possible transactions involving the Issuer or its subsidiaries, which could include, among other things, direct or indirect acquisition of additional securities of the Issuer; disposition of any securities of the Issuer owned directly or indirectly by them; extraordinary corporate transactions (such as a merger, consolidation, or reorganization) involving the Issuer or any of its subsidiaries; the sale or transfer of a material amount of assets of Issuer or its subsidiaries; changes in the board of directors or management of the Issuer; changes in the capitalization or dividend policy of the Issuer; and other similar or related matters.

The Reporting Persons may also, from time to time, formulate other plans or proposals regarding the Issuer or its securities to the extent deemed advisable in light of market conditions, subsequent developments affecting the Issuer, the general business and future prospects of the Issuer, tax considerations, or other factors.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

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 3 are hereby incorporated by reference in this Item 5.

The Reporting Persons initially acquired Shares of the Issuer in 1995.

As disclosed in Amendment No. 1, on May 3, 2017, pursuant to the terms of a Secondary Block Trade Agreement, dated as of May 3, 2017 among Sonera Holding, as seller, and Merrill Lynch International, Citigroup Global Markets Limited and UBS Limited, as managers, Sonera Holding agreed to sell an aggregate of 155,000,000 Shares (roughly half of the Shares held directly by Sonera Holding) of the Issuer (in publicly-held, ordinary and tradeable share form) at a price of TRY 11.45 per Share, raising gross proceeds of TRY 1,774,750,000. The sale closed on May 8, 2017.

As of the filing of the Amendment No. 1, Sonera Holding directly held, and the other Reporting Persons beneficially owned, with shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, 153,531,983.604 Shares of the Issuer, representing approximately 7.0% of the then outstanding Shares (based on 2,200,000,000 shares outstanding on June 30, 2017 as disclosed by the Issuer in its current report on Form 6-K furnished to the SEC on July 28, 2017 containing the Issuer's Second Quarter 2017 results).

On September 18, 2017, pursuant to the terms of a Secondary Block Trade Agreement, dated as of September 18, 2017 among Sonera Holding, as seller, and certain placement agents named therein, as managers, Sonera Holding agreed to sell (the "Sale") an aggregate of 153,531,982 Shares of the Issuer (in publicly-held, ordinary and tradeable share form) at a price of TRY 11.60 per Share, raising gross proceeds of TRY 1,780,970,991.20. The Sale is expected to close on September 21, 2017. The proceeds will be used for the general corporate purposes of the group of companies owned and controlled by Telia.  Following the completion of the Sale, Sonera Holding will cease to beneficially own more than 5% of the Shares or any other class of equity securities of the Issuer.

Telia and Telia Finland continue to hold a 47.09% interest in Turkcell Holding, which holds 1,122,000,000.238 Shares of the Issuer, representing approximately 51.0% of the outstanding Shares, as of June 30, 2017, and as a result, notwithstanding the Sale, Telia and Telia Finland may be deemed to beneficially own 1,122,000,000.238 Shares of the Issuer, representing approximately 51.0% of the outstanding Shares, as of June 30, 2017.  In addition, as set forth below, the Reporting Persons may be deemed to have formed a group with some or all of Cukurova Holding (and its affiliates) or some or all of the LetterOne Parties (which comprise Alfa Telecom Turkey Limited, ATTL Limited, ATTL Holdings, ATTL Holdings UK Limited and LetterOne Investment Holdings S.A., collectively the "LetterOne Parties") (or their affiliates) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934.

Disputes regarding the ownership of Turkcell Holding and related matters are ongoing in various jurisdictions. On September 1, 2011, an International Chamber of Commerce (ICC) Arbitral Tribunal awarded Telia USD 932 million in damages, plus interest and costs, for Cukurova Holding's failure to deliver the Turkcell Holding shares as required under a share purchase agreement entered into between Cukurova Holding and Sonera Holding. Due to the refusal of Cukurova Holding to honor the ICC award, Telia Company has pursued legal action to enforce the award and continues to vigorously pursue collection of the ICC award. On October 24, 2011, the Eastern Caribbean Supreme Court in the High Court of Justice, British Virgin Islands, granted Sonera Holdings's application to enter the ICC award as a judgment of the court for approximately USD 1 billion, plus interest. Sonera Holdings has obtained an order in the same court ordering the sale of Cukurova Holding's indirect interest in the Turkcell Holdings, held by a Cukurova Holding subsidiary and subject to a security held by T.C. Ziraat Bankasi A.Ş., at public auction. Cukurova appealed that order to the Court of Appeal for the Eastern Caribbean, which appeal was denied.  Cukurova Holding has applied to the Court of Appeal for the Eastern Carribean for leave to appeal to the Privy Counsel. On May 30, 2016, Cukurova Holding initiated a legal action before the Anatolian Istanbul 7th Commercial Court of First Instance in Turkey to collaterally challenge the amount of the ICC award. Cukurova is currently appealing the dismissal of that application.

In addition, since 2013, the Board of the Issuer has been appointed by the CMB. However, the Turkcell Holding Shareholders Agreement (a copy of which is attached to the Original 13D as Exhibit (b) and is incorporated herein by reference) remains in effect, and, if the deadlock among Telia, Cukurova Holding and the LetterOne Parties is resolved, Telia Finland could exercise its rights thereunder to nominate two members of the seven-member board of directors of the Issuer. As a result, the Reporting Persons may be deemed to have formed a group with some or all of Cukurova Holding (and its affiliates) or some or all of the LetterOne Parties (or their affiliates) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Reference is made to such statements on Schedule 13D as have been or may be filed with the Securities and Exchange Commission by the Cukurova Holding or the LetterOne Parties. To the best of the Reporting Persons' knowledge, certain of the LetterOne Parties or their predecessors have entered into agreements with affiliates of Cukurova Holding and the LetterOne Parties, as a result of those agreements and their indirect interest in Turkcell Holding, may be deemed to have beneficial ownership of, shared power to vote or direct the vote, and shared power to dispose or direct the disposition of, the 1,122,000,000.238 Shares of the Issuer held by Turkcell Holding.  Telia and Telia Finland disclaim beneficial ownership of such Shares.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares of the Issuer, has the right to acquire any Shares of the Issuer or presently has the sole or shared power to vote or to direct the voting of, or to dispose or direct the disposition of, any Shares of the Issuer.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.

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 (other than the rights and powers of ATT, Cukurova Holding and their respective affiliates with respect to the shares of Turkcell Holding indirectly owned by them).

Item 6.

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

Item 6 is hereby amended and restated as follows:

Please refer to the disclosure set forth in Items 4 and 5 hereof.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 19, 2017

 

SCHEDULE A

Telia Company AB

Directors and Officers

Telia Finland Oyj
Directors and Officers

Sonera Holding B.V.
Directors and Officers

EXHIBIT INDEX

*  Filed with the Original 13D on November 11, 2009.