M&A - D-MARKET Electronic Services & Trading

Form Type: SCHEDULE 13D

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025014130

Filing Summary: On January 29, 2025, Joint Stock Company Kaspi.kz acquired a controlling interest in D-MARKET Electronic Services & Trading by purchasing 40,000,000 Class A Shares and 173,246,220 Class B Shares for an aggregate price of $1,126,911,567. Payment was structured in two tranches: $600,000,000 at closing and $526,911,567 as deferred cash consideration within six months. Alongside the purchase, a Share Pledge Agreement was executed to secure the deferred payment with 65,199,658 Ordinary Shares pledged as collateral. Following the acquisition, amendments to D-MARKET's articles of association were made to reclassify its share capital, effectively merging Class A and Class B Shares into a single class of Ordinary Shares. Joint Stock Company Kaspi.kz now holds 213,246,220 Ordinary Shares, representing 65.41% of the company. The Share Pledge terms give Kaspi.kz voting rights over the pledged shares until a default occurs, and if such a default happens, the Pledgees will take control over the voting and disposal of the pledged shares.