UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
Report on Form 6-K dated February 4, 2014
 
Commission File Number: 001-15092
 
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name in English)

Turkcell Plaza
Mesrutiyet Caddesi No. 153
34430 Tepebasi
Istanbul, Turkey

(Address of Principal Executive Offices)
 
 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F Q                                           Form 40-F £
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Yes £                      No Q
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Yes £                      No Q
 
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes £                      No Q
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
 
Enclosure: A press release dated February 4, 2014 announcing Turkcell Superonline’s acquisition of the shares of Metronet.
 
 
 
 
 
                   

Istanbul, February 4, 2014


ACQUISITION OF THE SHARES OF METRONET
BY TURKCELL SUPERONLINE


Subject: Statement made pursuant to Circular VIII, No: 54 of the Capital Markets Board
 
Our Company’s 100% owned subsidiary, Superonline Iletisim Hizmetleri A.S. (“Turkcell Superonline”) has signed a share purchase agreement to acquire of all of the shares Metronet İletişim Teknoloji A.S. (“Metronet”).
 
The enterprise value is determined as TRY 29 million based on the studies undertaken by our Company. The transfer of shares should take place following the approvals received from related authorities. As per the share purchase agreement, the purchase price will be paid on the closing date.
 
Metronet provides communication services including internet, voice and digital services in Turkey. With this acquisition, Turkcell Superonline’s fiber in-city coverage will increase to 14 cities, up from the existing twelve. Further, Turkcell Superonline home pass will increase by approximately 100 thousand once Metronet’s infrastructure integration is completed. 
 
There is not any direct or indirect management, supervisory and ownership relationship between the Seller and our Company.

Date of the Board of Directors’ decision regarding the acquisition
:
20.12.2013
     
Name of the acquired financial asset
:
Metronet İletişim Teknoloji Anonim Sirketi
     
Field of activity of the acquired financial asset
:
Provides communication services including internet, voice and digital services to corporate and private customers.
     
Capital of the acquired financial asset
:
TRY 97,722,156
     
The acquisition method for financial asset
:
Acquisition
     
Date of the completion of the transaction
:
Completion is subject to the approvals from the Information and Communication Technologies Authority and The Competition Board
     
Conditions of the acquisition
:
As per the Share Purchase Agreement; the enterprise value is determined as TRY 29,000,000 based on the studies undertaken by our Company. The purchase price will be paid on the closing day.
     
Nominal value of acquired shares
:
TRY 97,722,156
 
 
1
 
 
Purchase price per share
 :
Should be evaluated within the framework of the above mentioned purchase conditions.
     
Total amount
:
Should be evaluated within the framework of the above mentioned purchase conditions.
     
The ratio of acquired shares to financial asset (%)
:
100%
     
Shareholding in the financial asset after acquisition (%)
:
100%
     
The ratio of acquired voting rights to the total voting rights of financial asset (%)
:
100%
     
The ratio of the acquired financial asset to the total assets in its last consolidated financial statements (%)
:
0.1%
     
The impact on the operations of the Parent Company
:
Synergy and optimization to be created by the acquisition
     
Any obligation of a tender offer
:
No
     
In case of a tender offer, any application of an exemption
:
No
     
Seller company
:
ES Mali Yatırım ve Danışmanlık A.S.
     
Nature of relationship with the seller company
:
No related party relationship
     
The valuation method of the financial asset
:
Discounted cash flow method has been applied by our Company to the value adding businesses.
     
Is there any valuation report?
:
No
     
If there is not any valuation report, why?
:
This is not a related party transaction.
     
The amount indicated in the valuation report
:
-
     
If the transaction is not undertaken in accordance with the results in the valuation report, why?
:
-
 
 
For more information:
Turkcell Investor Relations
 
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
You can follow us on twitter at http://twitter.com/TurkcellNews or visit our website www.turkcell.com.tr
 
 
2
 
            
SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
TURKCELL ILETISIM HIZMETLERI A.S.
  
       
       
Date:  February 4, 2014 By: /s/ Koray Öztürkler  
  Name:
Koray Öztürkler
  
  Title:
Chief Corporate Affairs Officer
  
         
 
 
TURKCELL ILETISIM HIZMETLERI A.S.
  
       
       
Date:  February 4, 2014 By:
/s/ Nihat Narin
  
  Name:
Nihat Narin
  
  Title:
Investor & Int. Media Relations – Director