TKC finalizes $539M sale of Ukrainian units, boosts liquidity
Rhea-AI Filing Summary
Turkcell (TKC) filed a Form 6-K announcing the final terms of its previously disclosed exit from Ukraine. All shares of Lifecell LLC, Global Bilgi and Ukrtower were transferred to DVL Telecom (NJJ Holding) on 4 Aug 2025 for a cash consideration of US$538.7 million (≈TRY 18.27 billion) after working-capital and net-debt adjustments.
The divested assets equated to 5.1 % of Turkcell’s total assets and 17.1 % of FY 2023 consolidated revenue. Turkcell now holds 0 % equity and voting rights in the entities, fully terminating its Ukrainian presence. The sale will generate an after-tax accounting gain of TRY 8.63 billion, which should lift near-term earnings and strengthen the balance sheet with hard-currency inflows.
Board approval (20 Dec 2023) was unanimous among independent members; no third-party valuation report was required under local rules. Proceeds are unrestricted cash, with future deployment not yet specified. Strategically, the disposal simplifies the group and reduces geopolitical and FX exposure, though it also removes a double-digit revenue contributor.
Positive
- US$538.7 million cash proceeds strengthen liquidity and reduce FX risk.
- TRY 8.63 billion accounting gain will boost near-term net income.
- Exit from conflict-exposed Ukraine lowers geopolitical and operational risk.
Negative
- Loss of 17.1 % of 2023 revenue creates a growth gap that must be back-filled.
- Reduced geographic diversification heightens dependence on the Turkish market.
Insights
TL;DR: Cash-rich exit from Ukraine adds liquidity and profit, but trims revenue base; overall mildly accretive to equity story.
The US$538.7 million price falls in line with peer EV/EBITDA multiples and delivers a solid TRY 8.6 billion gain. Cash proceeds in dollars shore up Turkcell’s FX liquidity and may be directed toward deleveraging or dividends—both shareholder-friendly. Strategically, shedding a war-zone asset de-risks the portfolio, a positive for the group’s risk premium. Headwind: management must offset a 17 % revenue hole, likely pressuring top-line growth metrics until Turkish and digital segments scale further. On balance, I classify the disclosure as positively impactful.
TL;DR: Deal improves risk profile; watch reinvestment of proceeds and lost diversification.
From an asset-allocation view, exiting Ukraine removes geopolitical tail risk that demanded a valuation discount. The 5 % asset share sold is relatively small, yet the 17 % revenue share shows lower margin contribution, implying limited EBIT drag. Key monitorables: management’s capital allocation of new cash and ability to sustain dividend policy. Without growth reinvestment, the sale could be dilutive to long-term top-line. Net effect today skews slightly positive given liquidity upside versus manageable revenue loss.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is the final sale price disclosed by Turkcell (TKC)?
How much profit will Turkcell record from the Ukrainian asset sale?
What proportion of Turkcell’s revenue did the Ukrainian units contribute?
Who bought Turkcell’s Ukrainian subsidiaries?
Will Turkcell retain any stake or voting rights in the sold entities?
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
For the month of August 2025
Commission File Number: 001-15092
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
(Translation of registrant’s name into English)
Turkcell Küçükyalı Plaza
Aydınevler Mahallesi İnönü Caddesi No:20
Küçükyalı Ofispark
34854 Maltepe
Istanbul, Türkiye
(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:
x Form 20-F ¨ Form 40-F
Enclosure: A press release dated August 4, 2025 announcing the final sale price for the sale of the registrant’s subsidiaries operating in Ukraine.
Istanbul, August 4, 2025
Announcement Regarding the Final Sale Price of the Subsidiaries Operating in Ukraine
On September 9, 2024, we announced that all shares of our subsidiaries Lifecell LLC, LLC Global Bilgi, and LLC Ukrtower, along with all their rights and liabilities, were transferred to DVL Telecom (NJJ Holding group company).
Based on the financial statements prepared as of the closing date, the final sale price has realized as 538.7 million USD after adjustments including cash and debt.
Note: The relevant ratios have been calculated considering the closing date of September 9, 2024. The 2023 revenue announced on March 20, 2024, has been used as the revenue for the latest annual financial statements.
| Board Decision Date for Sale | : | 20.12.2023 |
| Were Majority of Independent Board Members’ Approved the Board Decision for Sale? | : | Yes |
| Title of Non-current Financial Asset Sold | : | lifecell LLC (“lifecell”), LLC Global Bilgi (“Global Ukrayna”), LLC Ukrtower (“Kule Ukrayna”) |
| Field of Activity of Non-current Financial Asset sold | : | The relevant companies are engaged in telecommunications, customer relationship management, and telecommunications infrastructure management activities, respectively. |
| Capital of Non-current Financial Asset sold | : | UAH 12,711,848,745 UAH 47,226,374 UAH 1,964,040,941 respectively |
| Date on which the Transaction was/will be Completed | : | August 4, 2025. |
| Sales Conditions | : | Cash |
| Nominal Value of Shares Sold | : | UAH 12,711,848,745, UAH 47,226,374, UAH 1,964,040,941, respectively |
| Sales Price Per Share | : | - |
| Total Sales Value | : | 538.7 million USD (18,268,112 thousand TRY) |
| Ratio of Shares Sold to Capital of Non-current Financial Asset (%) | : | 100%, 100%, 100%, respectively |
| Total Ratio of Shares Owned in Capital of Non-current Financial Asset After Sales Transaction (%) | : | 0%, 0%, 0%, respectively |
| Total Voting Right Ratio Owned in Non-current Financial Asset After Sales Transaction (%) | : | 0%, 0%, 0%, respectively |
| Ratio of Non-current Financial Asset Sold to Total Assets in Latest Disclosed Financial Statements of Company (%) | : | 5.1% |
| Ratio of Transaction Value to Sales in Latest Annual Financial Statements of Company (%) | : | 17.1% |
| Effects on Company Operations | : | The subsidiary relationship is terminated. |
| Profit / Loss Arose After Transaction | : | 8,633,789 thousand TRY |
| 1 |
| How will Sales Profit be Used if Exists? | : | - |
| Board Decision Date for Use of Sales Profit if Exists | : | - |
| Title/ Name-Surname of Counter Party Bought | : | DVL Telecom (NJJ Holding group company) |
| Is Counter Party a Related Party According to CMB Regulations? | : | No |
| Relation with Counter Party if any | : | None |
| Agreement Signing Date if Exists | : | 29.12.2023 |
| Value Determination Method of Non-current Financial Asset | : | Determined through negotiation. |
| Did Valuation Report be Prepared? | : | Not Prepared |
| Reason for not Preparing Valuation Report if it was not Prepared | : | Not required by the legislation. |
| Date and Number of Valuation Report | : | - |
| Title of Valuation Company Prepared the Report | : | - |
| Value Determined in Valuation Report if Exists | : | - |
| Reasons if Transaction wasn’t/will not be performed in Accordance with Valuation Report | : | - |
For more information:
Turkcell Investor Relations
investor.relations@turkcell.com.tr
Tel: + 90 212 313 1888
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell İletişim Hizmetleri A.Ş. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TURKCELL İLETİŞİM HİZMETLERİ A.Ş. | |||
| Date: August 5, 2025 | By: | /s/ Özlem Yardım | |
| Name: | Özlem Yardım | ||
| Title: | Investor Relations Corporate Finance Director | ||
| TURKCELL İLETİŞİM HİZMETLERİ A.Ş. | |||
| Date: August 5, 2025 | By: | /s/ Kamil Kalyon | |
| Name: | Kamil Kalyon | ||
| Title: | Chief Financial Officer | ||