Turkey: BİM decided to partially split File Market
- DRC Discount Retail Consulting GmbH
- Apr 14
- 2 min read
Updated: Apr 17
Discount Retail Chain BİM has decided to partially divide its 100 percent subsidiary, FİLE Market Mağazacılık Anonim Şirketi, in a subsidiary model.
In the statement made to KAP, the following information was given: "In this context; Pursuant to Articles 159 to 179 of the Turkish Commercial Code ("TCC") regulating the institution of division, the Capital Markets Board's ("CMB") Communiqué No. II-23.2 on Merger and Demerger (Communiqué), and other legislative provisions, some of the assets and liabilities of our Company are transferred to FİLE Market Mağazacılık A.Ş., a 100% subsidiary of our Company, in accordance with the provisions of the relevant legislation, in a manner that does not impair the integrity of the business.
The transaction is carried out on the basis of the financial statements dated 31.12.2024,
In the partial division process with the subsidiary model to be carried out within the scope of Article 17 of the Communiqué, it is not necessary to obtain an independent audit report and the opinion of an expert institution in accordance with paragraph 2 of the said article, taking into account the provision in paragraph 3 of the said article.
Since the assets and liabilities to be transferred by our Company as a dividing party do not meet the materiality criteria determined in Article 5/1/b of the CMB No. II-23.3 "Communiqué on Significant Transactions and the Right to Leave", there is no significant transaction and the "Right to Separation" does not arise for our shareholders in accordance with the provision 15/ç of the said Communiqué.
Regarding the partial division transaction within the scope of this decision; Preparation of the Division Agreement, the Division Report and the Announcement Text and applying to the CMB for the approval of other documents and the Announcement Text.
Submission of the Division Agreement and the Division Report, the consolidated financial reports for the last three years and the accounting period of 31.12.2024, which have been independently audited, to the shareholders in accordance with the provisions of the TCC, CMB and relevant legislation,
Submission of the Division Agreement and the Division Report to the approval of the shareholders at the General Assembly of our Company.
Within the framework of the provisions of the Law No. 4054 on the Protection of Competition and other relevant legislation, there is no issue that requires permission,
Pursuant to Article 174 of the TCC, it has been decided to make three announcements in the Turkish Trade Gazette with an interval of seven days regarding the right of our Company's creditors to notify their receivables and request collateral.
BİM's restructure, including a partial split of File Market, aligns with Turkish Commercial Code and CMB laws. Such corporate movements frequently become case studies in business courses, providing ideal material for individuals seeking university assignment help UK on themes such as mergers, demergers, and corporate strategy.