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1
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Specified Currency:
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Turkish Lira (“TRY”), the lawful currency of the Republic of Türkiye, subject to the provisions set out in the Annex hereto
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2
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Nominal Amount:
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TRY 2,000,000,000
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3
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Type of Note:
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Fixed Rate
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4
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Issue Date:
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8 September 2026
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5
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Issue Price:
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100.00 per cent. of the Nominal Amount
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6
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Maturity Date:
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8 September 2028, subject to the provisions set out in the Annex hereto
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7
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Fungible with existing Notes:
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No
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FORM OF THE NOTES
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8
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Form of Note:
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Registered
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9
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New Global Note:
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No
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10
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Specified Denomination:
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TRY 10,000
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11
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Exchange of Bearer Notes:
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Not Applicable
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12
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(a) Talons for future Coupons to be attached to definitive Bearer Notes:
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Not Applicable
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(b) Date(s) on which the Talons mature:
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Not Applicable
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13
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(a) Depositary for and registered holder of Registered Global Note:
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Registered Global Note to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of Citivic Nominees Limited as nominee for the common depositary
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(b) Exchange of Registered Global Note:
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Registered Global Note will only be exchangeable for definitive Registered Notes upon 45 days’ written notice in the limited circumstances as described on page 42 of the Offering Circular
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PROVISIONS RELATING TO INITIAL PAYMENT
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14
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Partly Paid Notes:
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No
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PROVISIONS RELATING TO INTEREST
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15
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Interest Commencement Date:
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8 September 2026
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Fixed Rate Notes:
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Applicable
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16
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(a) Fixed Rate of Interest:
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40.00 per cent. per annum payable annually in arrear
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(b) Fixed Interest Dates:
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8 September in each year from, and including, 8 September 2027 to, and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention specified below and subject to the
provisions set out in the Annex hereto
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(c) Initial Broken Amount per Specified Denomination:
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Not Applicable
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(d) Final Broken Amount per Specified Denomination:
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Not Applicable
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(e) Fixed Day Count Fraction:
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Actual/Actual – ICMA
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(f) Business Day Convention:
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Following Business Day
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(g) Business Day definition if different from that in Condition 4(a)(iii):
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Condition 4(a)(iii) applies and, for the avoidance of doubt, Istanbul shall be the principal financial centre. London and New York City shall be additional business centres
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(h) Calculation of interest to be adjusted in accordance with Business Day Convention specified above:
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Yes
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17
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Zero Coupon Notes:
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Not Applicable
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18
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Floating Rate Notes and Indexed Notes:
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Not Applicable
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PROVISIONS REGARDING PAYMENTS/DELIVERIES
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19
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Definition of “Payment Day” for the purpose of Condition 6(e) if different to that set out in Condition 6:
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Condition 6(e) applies and, for the avoidance of doubt, Istanbul shall be the principal financial centre. London and New York City shall be additional business centres, subject to the provisions set out in
the Annex hereto
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20
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Dual Currency Notes:
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Not Applicable
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21
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Physically Settled Notes:
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Not Applicable
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PROVISIONS REGARDING REDEMPTION/MATURITY
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22
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(a) Redemption at Issuer’s option:
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No
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(b) Redemption at Noteholder’s option:
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No
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23
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(a) Final Redemption Amount per Specified Denomination (other than an Indexed or Formula Note where the index or formula
applies to the redemption amount):
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100.00 per cent. per Specified Denomination, subject to the provisions set out in the Annex hereto
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(b) Final Redemption Amount for each Indexed Note where the Index or Formula applies to the Final Redemption Amount:
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Not Applicable
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24
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Instalment Note:
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Not Applicable
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25
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Early Redemption Amount for each Note payable on an event of default:
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Condition 5(d) applies, subject to the provisions set out in the Annex hereto
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DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
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26
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Method of distribution:
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Non-syndicated
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27
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If Syndicated, names and addresses of Managers or, if Non-Syndicated name and address of the Dealer:
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Mizuho International plc
30 Old Bailey
London EC4M 7AU
United Kingdom
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28
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Date of Syndication Agreement:
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Not Applicable
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29
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Stabilising Manager(s):
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Not Applicable
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30
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Additional selling restrictions:
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The Republic of Türkiye:
The Dealer acknowledges that the offering of the Notes is not approved by the Capital Markets Board (“CMB”) under the Capital Markets Law (No. 6362) (“CML”) and the Communiqué regarding Foreign Securities, Depository Receipts and Foreign Investment Funds Shares (Serial VII No: 128.4). Therefore, no transaction that may be deemed as offering, marketing
or sale of the Notes (or beneficial interests therein) in the Republic of Türkiye by way of private placement or public offering may be engaged in. Accordingly, the Dealer has represented and agreed that it has not and will not offer or
sell the Notes to investors residing in the Republic of Türkiye without applying to the CMB and, in the case of a public offering, without issuing a prospectus and an offering circular approved by the CMB, except pursuant to an exemption
from the prospectus and application requirements of or otherwise in compliance with the CML and any other applicable laws or regulations of the Republic of Türkiye. In addition, the Dealer represents and agrees that it has not sold or
caused to be sold and will not sell or cause to be sold outside the Republic of Türkiye the Notes (or beneficial interests therein) to residents of the Republic of Türkiye, unless such sale is authorised pursuant to Article 15(d)(ii) of
Decree 32 (as amended from time to time) and the CMB regulations.
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31
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Details of additional/alternative clearing system approved by the Issuer and the Agent:
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Euroclear and Clearstream, Luxembourg only
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32
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Intended to be held in a manner which would allow Eurosystem eligibility:
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No
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33
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Common Code:
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349132931
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ISIN Code:
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XS3491329317
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CUSIP Number:
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Not Applicable
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34
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Listing:
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Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to be admitted to trading on the Regulated Market of the
London Stock Exchange plc
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35
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In the case of Notes denominated in the currency of a country that subsequently adopts the euro in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union,
whether the Notes will include a redenomination clause providing for the redenomination of the Specified Currency in euro (a “Redenomination Clause”), and, if so specified, the wording of the Redenomination Clause in full and any wording in
respect of redenominalisation and/or consolidation (provided they are fungible) with other Notes denominated in euro.
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Not Applicable
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36
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Additional Information:
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The provisions set out in the Annex hereto shall apply to the Terms and Conditions in accordance herewith
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37
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Total Commissions:
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Not Applicable
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By:
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/s/ Aziz Jurayev |
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Authorised signatory
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1
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LISTING
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Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to trading on the Regulated Market of the London Stock
Exchange plc with effect from 8 September 2026 or as soon as practicable thereafter. No assurance can be given that such listing and admission to trading will be obtained on such date, or, if obtained, that it will be maintained.
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2
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RATINGS
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The Issuer and/or its debt obligations have been assigned an AAA credit rating from S&P Global Ratings Europe Limited (“S&P”), an Aaa credit rating from Moody’s
Investors Service Ltd. (“Moody’s”), an AAA credit rating from Fitch Ratings Ltd. (“Fitch”) and an AAA credit rating from Scope Ratings GmbH (“Scope”). As defined by S&P, an “AAA” rating means that the ability of the Issuer to meet its financial commitment on its obligations is extremely strong. As defined by Moody’s, an “Aaa” rating means
that the Issuer’s ability to meet its financial obligations is judged to be of the highest quality, with minimal credit risk. As defined by Fitch, an “AAA” rating denotes the lowest expectation of credit risk and means that the Issuer has
an exceptionally strong capacity for timely payment of its financial commitments. As defined by Scope, an “AAA” rating means that the Issuer is of exceptionally strong credit quality.
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3
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INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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Save as discussed in the section headed “Subscription and Sale” in the Offering Circular, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
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4
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REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
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(i) Reasons for the offer:
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The net proceeds of the issue of the Notes will be included in the ordinary capital resources of the Issuer and used in its ordinary operations.
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(ii) Estimated net proceeds:
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TRY 2,000,000,000
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(iii) Estimated total expenses:
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£1,500
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5
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YIELD
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||
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Indication of yield:
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40.00 per cent. per annum.
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As set out above, the yield is calculated at the Issue Date on the basis of the relevant Issue Price. It is not an indication of future yield.
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| 6 |
HISTORIC INTEREST RATES
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Not Applicable
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7
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PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
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Not Applicable
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8
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PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
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Not Applicable
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