Zorlu Enerji Elektrik Üretim A.Ş. (“the Company” or “Zorlu Enerji”) and its subsidiaries (collectively referred to as the “Group”) is engaged in establishing, renting and operating facilities of electrical energy production plant, producing electricity and trading electricity to the customers. The Company was established by Zorlu Holding A.Ş. and Korteks Mensucat Sanayi ve Ticaret A.Ş. in 1993.
The Company is registered in Turkey and its registered address is as follows; Nilüfer Organize Sanayi Bölgesi, Pembe Caddesi, No: 13 Bursa/Turkey
The Company is registered to the Capital Markets Board (“CMB”), and its shares are publicly traded in Borsa Istanbul A.Ş. (“BIST”) since 2000. As of 31 December 2013, 32% of its shares are open for trading (31 December 2012: 32 %). The subsidiaries of the Company, their nature of business and registered addresses are presented as below (Zorlu Enerji and its subsidiaries and associates are called as “Group”).
Subsidiaries Nature of business Registered address Rotor Elektrik Üretim A.Ş. (“Rotor”) Electricity production Avcılar/Turkey Zorlu Hidroelektrik Enerji Üretim A.Ş.(“Zorlu Hidroelektrik”) Electricity production Avcılar/Turkey Zorlu Jeotermal Enerji Elektrik Üretimi A.Ş.(“Zorlu Jeotermal”) Electricity production Avcılar/Turkey Zorlu Enerji Pakistan Ltd. (“Zorlu Enerji Pakistan”) Electricity production Pakistan Zorlu Rüzgar Enerjisi Elektrik Üretimi A.Ş. (“Zorlu Rüzgar”) Electricity production Avcılar/Turkey Zorlu Doğal Elektrik Üretimi A.Ş. (“Zorlu Doğal”) Electricity production Avcılar/Turkey Nemrut Jeotermal Elektrik Üretimi A.Ş. (“Nemrut”) Electricity production Avcılar/Turkey Zorlu Kumpınar Enerji Üretim A.Ş. (“Kumpınar”) Electricity production Avcılar/Turkey Zorlu Aliağa Enerji Üretim A.Ş. (“Aliağa”) Electricity production Avcılar/Turkey Zorlu Kıyıköy Enerji Üretim A.Ş. (“Kıyıköy”) Electricity production Avcılar/Turkey Zorlu Soma Enerji Üretim A.Ş. (“Soma”) Electricity production Avcılar/Turkey Associates Nature of business Registered address Solad Energy Ltd. Electricity production Israel
Dorad Energy Ltd. Electricity production Israel Ezotech Ltd. Electricity trading Israel
In accordance with the Board of Directors meeting dated 1 March 2013, Bundoran and ICFS are to be liquidated and these transactions will be in accordance with the laws of the countries to which they are subject. Liquidation of ICFS and Bundoran has been completed on 30 April 2013 and 15 August 2013, respectively.
Financial Inf
Zorlu Enerji Elektrik Üretim A.Ş.
Notes to Consolidated Financial Statements
for the Year Ended 31 December 2013
(Amounts expressed in thousands Turkish Lira (“TL”), unless otherwise indicated.)
EMRA (“Energy Market Regulatory Authority”) approved the capital contribution of Zorlu Doğal, in which the Group has %100 shareholding, from TL 220,000,000 to TL 260,000,000 where the capital contribution will be paid by converting current account receivable into equity as of 17 May 2013.
A joint stock company titled “Nemrut Jeotermal Elektrik Üretimi Anonim Şirketi” which has a total capital of TL 50,000 and in which the Group has 75% shareholding and Rarik-Turkison Enerji İnşaat Maden Proje Ltd. Şti. has 25% shareholding, has been incorporated on 2 August 2013.
EMRA has approved the purchase of the shares of Zorlu O&M Enerji Tesisleri İşletme ve Bakım Hizmetleri A.Ş., Zorlu Endüstriyel ve Enerji Tesisleri İşletme ve Bakım Hizmetleri A.Ş., Zorlu Elektrik Enerjisi İthalat İhracat ve Toptan Ticaret A.Ş. ve Zorlu Doğal Gaz İthalat İhracat ve Toptan Ticaret A.Ş. in Zorlu Jeotermal Enerji Elektrik Üretimi A.Ş., in which the Group had 73% shareholding, by the Group. Share transfer is realized pursuant to this approval and Zorlu Enerji Elektrik Üretim A.Ş. has become the sole shareholder of Zorlu Jeotermal Enerji Elektrik Üretim A.Ş.
Bitlis Special Provincial Administration has given to Nemrut Jeotermal Elektrik Üretimi A.Ş., in which the Company has 75 % shareholding, the “Geothermal Resources and Natural Mineral Waters Operating License” for a period of 30 years and the “Geothermal and Natural Resources Exploration Licence” until the date of 3 June 2014 to be valid in the boundaries of Tatvan district of Bitlis. Relevant licenses have entered into force on 23 September 2013.
With regard to the Board of Directors Resolution dated 18 September 2013, it has been agreed unanimously that all of 3,270,000 shares with the nominal value of TL 3,270,000 belonging to Zorlu Holding A.Ş. and all of 3,270,000 shares with the nominal value of TL 3,270,000 belonging to Zorlu O/M Enerji Tesisleri İşletme ve Bakım Hizmetleri A.Ş. and all of 3,270,000 shares with the nominal value of TL 3,270,000 belonging to Zorlu Endüstriyel ve Enerji Tesisleri İnşaat Ticaret A.Ş. and all of 6,540 shares with the nominal value of TL 6,540 belonging to Zorlu Dış Ticaret A.Ş. in Rotor, one of the subsidiaries of the Group, will be taken over from the other shareholders and the relevant transactions will be made for such transfer.
Pursuant to the material disclosure dated 1 November 2013, performance and security tests of the second and last phase having a capacity of 20 MW of the fully constructed Kızıldere II project with the installed capacity of 80 MW which has been built in Sarayköy district of Denizli by Zorlu Doğal Elektrik Üretimi A.Ş., the Group’s 100% subsidiary, has been successfully completed and after official acceptance of the Ministry the power plant started being operated with full capacity as of 31 October 2013.
Pursuant to the material disclosure dated 8 November 2013, Zorlu Hidroelektrik Enerji Üretim A.Ş, one of the Group’s subsidiaries, has applied to the tender for the investment to Altıparmak Dam and Hidroelectric Power Plant (“HEPP”) Project located in Yusufeli district of Artvin on 8 November 2013. The power plant with the installed capacity of 74.75 MW is planned to generate 255,760,000 kWh energy and construction period is determined as 3 years. The tender is organized by State Hydrolic “SHW”) for issuance of licence valid for 49 years.
Following the material disclosure dated 28 November 2013, four joint stock company titled “Zorlu Kıyıköy Enerji Üretim Anonim Şirketi”, “Zorlu Aliağa Enerji Üretim Anonim Şirketi”, “Zorlu Kumpınar Enerji Üretim Anonim Şirketi”, “Zorlu Soma Enerji Üretim Anonim Şirketi” which have an each total capital of TL 50,000 and in which our company has 100 % shareholding, have been incorporated and said joint stock companies have been registered and recorded respectively on 22 November 2013 with a trade registry number of 891360; on 21 November 2013 with a trade registry number of 891234; on 21 November 2013 with a trade registry number of 891316 and on 22 November 2013 with a trade registry number of 891375.
Zorlu Enerji Elektrik Üretim A.Ş.
Notes to Consolidated Financial Statements
for the Year Ended 31 December 2013
(Amounts expressed in thousands Turkish Lira (“TL”), unless otherwise indicated.)
NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS