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The Change of Company Name of Tekstil Finansal Kiralama A.Ş. (Tekstil Finance Lease Inc.) to "GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine Property Construction Industry and Trade Inc.)" and the Change of its Business Activity

The Extraordinary General Assembly of Tekstil Finansal Kiralama A.Ş. (Tekstil Finance Lease Inc.) decided to change the company name as GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine Property Construction Industry and Trade Inc.) and the main business activity of the Company from finance lease to marine freight transportation and determine the business name as GSD Marin (GSD Marine) on 24 August 2011. The related amendments to the articles of association of the Company regarding the change in the name and main business activity of the Company were registered in trade registry on 26 August 2011.

The Ship Purchase of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine Property Construction Industry and Trade Inc.)

The Board of Directors of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. has decided to sign an agreement with a shipyard in order to purchase 2 newly constructed dry bulk carrier ships with 35,000 – 40,000 dwt transportation capacity which will be constructed in a shipyard placed in South Korea and will be delivered in 2013 for the amount of maximum USD 55,000,000 including additional technical features and enhancements; to negotiate the required loan contracts for funding; to authorize two of the board members in order to sign the mentioned agreements and to submit these decisions to the approval of the shareholders in the first planned general meeting in order to ensure the execution of the above mentioned board decision within the scope of significant transaction in accordance with the CMB’s Communiqué Serie:IV No:56-57 the Determination and Implementation of the Corporate Governance Principles and the CMB’s permits No: 752-3071 dated 14 March 2012. The extraordinary general assembly meeting of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. held on 10 April 2012 has approved the mentioned decision of the board of directors and the Company has made a ship building agreement with Hyundai Mipo Dockyard Co. Ltd. on the same date pursuant to the authority granted by the approval of the general assembly of the board decision within the scope of significant transaction for the construction of 2 newly constructed dry bulk carrier ships with 39,000 dwt transportation capacity which will be delivered in June 2013.

GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. has established two companies in Malta, owned 100% and titled as Cano Maritime Ltd. and Dodo Maritime Ltd. with a capital of EUR 5,000 each on 26 March 2013. 

The Board of Directors of GSD Denizcilik Gayrimenkul İnşaat San. ve Tic. A.Ş. has resolved to sign a Novation Agreement between the Company, Hyundai Mipo Dockyard Co. Ltd., Dodo Maritime Ltd. and Cano Maritime Ltd. and for its implementation to sign a Tripartite Agreement in order to transfer all rights and obligations for the ships numbered 6150 and 6151 within the scope of ship building agreement signed on 10 April 2012 with Hyundai Mipo Dockyard Co. Ltd. for the construction of 2 dry bulk carrier ships with 39,000 dwt transportation capacity per ship, to Dodo Maritime Ltd. and Cano Maritime Ltd. established and owned 100% by the Company; In this context the Company has resolved to give guarantee and pledge of shares to creditors on behalf of Dodo Maritime Ltd. and Cano Maritime Ltd. for the bank loans which will be used by them, to submit these mentioned transactions for the approval of the first general assembly which will be held and to fulfil of other required transactions on 10 April 2013 and the Company's General Assembly held on 30 May 2013 has approved the mentioned resolution of the Board of Directors dated 10 April 2013.

The delivery of ships, numbered 6150 and 6151, have been taken  to register on behalf of Dodo Maritime Ltd. and Cano Maritime Ltd. on 7 May 2013 in South Korea, within the scope of ship building agreement signed on 10 April 2012 by GSD Denizcilik Gayrimenkul İnşaat San. ve Tic. A.Ş. with Hyundai Mipo Dockyard Co. Ltd. for the construction of 2 dry bulk carrier ships with 39,000 dwt transportation capacity per ship, accordingly to a Novation Agreement between the Company, Hyundai Mipo Dockyard Co. Ltd., Dodo Maritime Ltd. and Cano Maritime Ltd. and for its implementation a Tripartite Agreement. 

The Purchase of Shares of Tekstil Bankası A.Ş. (Tekstil Bank Inc.) by GSD Dış Ticaret A.Ş. (GSD Foreign Trade Inc.) and GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (GSD Marine Property Construction Industry and Trade Inc.)

GSD Dış Ticaret A.Ş. purchased A Group shares of Tekstil Bankası A.Ş. with a nominal value of TL 4,206 for TL 2,772 between 15 August 2011 and 18 August 2011 in Istanbul Stock Exchange and increased its direct share holding in Tekstil Bankası A.Ş. from zero to TL 4,206 and 1.00%. GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. purchased A Group shares of Tekstil Bankası A.Ş. with a nominal value of TL 150 for TL 107 on 16 September 2011 in Istanbul Stock Exchange and increased its direct share holding in Tekstil Bankası A.Ş. from zero to TL 150 and 0.04%. As a result of these share purchases, the share holding in Tekstil Bankası A.Ş. owned by GSD Holding A.Ş. increased from zero to 1.02% indirectly and from 75.00% to 76.52% directly and indirectly. The Group’s shareholding in Tekstil Bankası A.Ş. owned directly and indirectly by GSD Holding A.Ş. was consolidated in the consolidated financial statements of the Group as of 31 December 2011.

The sale of shares of Tekstil Finansal Kiralama A.Ş. (Tekstil Finance Lease Inc.) by GSD Dış Ticaret A.Ş. (GSD Foreign Trade Inc.)

GSD Dış Ticaret A.Ş. sold out its 1.56% shares of C Group in Tekstil Finansal Kiralama A.Ş., whose name was changed to GSD Denizcilik Gayrimenkul İnşaat San. ve Tic. A.Ş. being registered in the trade register on 26 August 2011, with a nominal value of TL 469 between 23 February 2011 and 8 March 2011 for TL 1,239 in Istanbul Stock Exchange.

The Dissolution of Euro Textile International Banking Unit Limited

The Extraordinary General Assembly of The Euro Textile International Banking Unit Limited resolved on the dissolution of the Company and its deregistration from trade registry due to the decrease in the activities of the Company over time on 4 November 2010. The notice of deregistration of the Company from trade registry on 1 July 2011 was published in the Official Gazette of the Turkish Republic of Northern Cyprus on 18 July 2011 and the Company distributed its surplus assets to its shareholders and was closed on 22 July 2011.

The Dissolution of GSD International Limited

GSD International Limited applied for dissolution to the Companies Registry of Isle of Man on 26 August 2011 and distributed its surplus assets to its only shareholder, GSD Yatırım Bankası A.Ş., on 11 November 2011. GSD International Limited was dissolved on 24 November 2011, which is the date of the notice of of dissolution published by the Companies Registry of Isle of Man after the distribution of surplus assets.

The Dissolution of Tekstil Bilişim Hizmetleri ve Ticaret A.Ş. (Tekstil Information Technology Services and Trade Inc.)

The Ordinary General Assembly of Tekstil Bilişim Hizmetleri ve Ticaret A.Ş. for the year 2010 resolved on the dissolution of the Company due to the decrease in the activities of the Company, on 21 March 2011. The resolution initiating the liquidation of the Company has been registered in the trade register on 28 March 2011. The phrase "in liquidation" has been added to the Company’s name. The 3rd announcement which starts the 1 year’s period for any person to lodge an objection to the dissolution of the Company has been issued in the Turkish Trade Registry Gazette dated 20 April 2011 and registered in trade register on 25 May 2012.

The Change of Area of Activity of GSD Dış Ticaret A.Ş. (GSD Foreign Trade Inc.)

The Board of Directors of GSD Dış Ticaret A.Ş. resolved to terminate the by-pass export activities of the company and to study on the evaluation of new activity areas on 27 June 2012. GSD Dış Ticaret A.Ş. ceased to carry out the by-pass export activities within the scope of contracts with the manufacturer-supplier exporters as of 31 December 2012 and the Board of Directors of GSD Dış Ticaret A.Ş. resolved to start working primarily on shipping as the new main line of business on 31 December 2012.

GSD Dış Ticaret A.Ş. has established two wholly-owned companies in Malta under the names of Hako Maritime Ltd. and Zeyno Maritime Ltd. on 1 April 2013 and 22 April 2013, respectively, with a share capital of EUR 5,000 each. The ship building agreement signed between GSD Dış Ticaret A.Ş. and Yangzhou Dayang Shipbuilding Co. Ltd. established in China for the construction of 2 dry bulk carrier ships with 63,500 dwt transportation capacity per ship, have come into force on 11 April 2013 and 4 June 2013. The General Assembly held on 29 May 2013 for the year 2012 of GSD Dış Ticaret A.Ş. has resolved to sign a Novation Agreement and a Tripartite Agreement for its implementation between the Company, Yangzhou Dayang Shipbuilding Co. Ltd., Hako Maritime Ltd. and Zeyno Maritime Ltd. in order to transfer all rights and obligations for the ships numbered 4032 and 4039 arising from the ship building agreement signed with Yangzhou Dayang Shipbuilding Co. Ltd. for the construction of 2 dry bulk carrier ships with 63,500 dwt transportation capacity per ship, to Hako Maritime Ltd. and Zeyno Maritime Ltd., established in Malta and wholly-owned by the Company.

The delivery of the ship numbered 4032, constructed within the scope of ship building agreement which came into force on 11 April 2013 and was signed for the construction of a dry bulk carrier ship with 63,500 dwt transportation capacity between GSD Holding A.Ş.’s subsidiary GSD Dış Ticaret A.Ş. and Yangzhou Dayang Shipbuilding Co., Ltd. has been taken on 23 June 2014 in China so as to get it registered under the Malta flag on behalf of Hako Maritime Ltd. in accordance with the Novation Agreement and a Tripartite Agreement for its implementation between GSD Dış Ticaret A.Ş., Yangzhou Dayang Shipbuilding Co. and Hako Maritime Ltd., established in Malta and wholly-owned by GSD Dış Ticaret A.Ş., as it has been resolved in the Ordinary General Assembly Meeting of GSD Dış Ticaret A.Ş. for the year 2013 held on 29 May 2013.

The delivery of the ship numbered 4032, constructed within the scope of ship building agreement which came into force on 11 April 2013 and was signed for the construction of a dry bulk carrier ship with 63,500 dwt transportation capacity between GSD Holding A.Ş.’s subsidiary GSD Dış Ticaret A.Ş. and Yangzhou Dayang Shipbuilding Co., Ltd. has been taken on 23 June 2014 in China so as to get it registered under the Malta flag on behalf of Hako Maritime Ltd. in accordance with the Novation Agreement and a Tripartite Agreement for its implementation between GSD Dış Ticaret A.Ş., Yangzhou Dayang Shipbuilding Co. and Hako Maritime Ltd., established in Malta and wholly-owned by GSD Dış Ticaret A.Ş., as it has been resolved in the Ordinary General Assembly Meeting of GSD Dış Ticaret A.Ş. for the year 2013 held on 29 May 2013.

The delivery of the ship numbered 4039, constructed within the scope of ship building agreement which came into force on 4 June 2013 and was signed for the construction of a dry bulk carrier ship with 63,500 dwt transportation capacity between GSD Holding A.Ş.’s subsidiary GSD Dış Ticaret A.Ş. and Yangzhou Dayang Shipbuilding Co., Ltd. has been taken on 29 September 2014 in China so as to get it registered under the Malta flag on behalf of Zeyno Maritime Ltd. in accordance with the Novation Agreement and a Tripartite Agreement for its implementation between GSD Dış Ticaret A.Ş., Yangzhou Dayang Shipbuilding Co. and Zeyno Maritime Ltd., established in Malta and wholly-owned by GSD Dış Ticaret A.Ş., as it has been resolved in the Ordinary General Assembly Meeting of GSD Dış Ticaret A.Ş. for the year 2013 held on 29 May 2013.

Convertion of the Denomination of the Share Capital of Dodo Maritime Ltd., Cano Maritime Ltd., Hako Maritime Ltd. and Zeyno Maritime Ltd. from EURO to USD

Dodo Maritime Ltd. and Cano Maritime Ltd., established in Malta with a share capital of EUR 5,000 and being wholly-owned each by GSD Denizcilik Gayrimenkul İnşaat San. ve Tic. A.Ş. and Hako Maritime Ltd. and Zeyno Maritime Limited, established in Malta with a share capital of EUR 5,000 and being wholly-owned each by GSD Dış Ticaret A.Ş., resolved to convert the denomination of the share capital from EURO to USD, which is the functional currency of these companies pursuant to IFRS, by means of the  resolutions of the extraordinary general meetings held on 24 July 2014. Thus, through the conversions made using USD/EURO exchange rates as at each of the establishment dates of these companies, the share capitals of both Dodo Maritime Ltd. and Cano Maritime Ltd. became USD 6,430.50 and the share capitals of Hako Maritime Ltd. and Zeyno Maritime Ltd. became USD 6,420 and USD 6,518.50, respectively, as at 24 July 2014.

Tekstil Faktoring A.Ş.’s Share Capital Increase, Change of Company Name to GSD Faktoring A.Ş. and Amendments to the Articles of the Association

The Extraordinary General Assembly Meeting of Tekstil Faktoring A.Ş. held on 8 July 2014 resolved to increase the share capital of the Company from thousands of TL 8,100 to thousands of TL 20,000 by means of the capitalization of some internal sources amounting to thousands of TL 11,900 and to change the company name to GSD Faktoring A.Ş. and to make amendments to the articles of the association to comply with the changed legislation.  The mentioned issues have been registered in Istanbul Trade Registry on 21 June 2014.

Tekstil Yatırım Menkul Değerler A.Ş.’s Share Capital Increase

The Extraordinary General Assembly Meeting of Tekstil Yatırım Menkul Değerler A.Ş. held on 27 May 2014 resolved to increase the share capital of the Company from thousands of TL 10,000 to thousands of TL 25,000 by means of the capitalization of the extraordinary reserves of thousands of TL 7,000 and the cash injection of thousands of TL 8,000. The mentioned share capital increase has been registered in İstanbul Trade Registry on 26 June 2014.

Sale of Tekstil Yatırım Menkul Değerler A.Ş. Shares Owned By GSD Holding A.Ş. and GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. to Tekstil Bankası A.Ş.

Pursuant to the resolution of the Board of Directors of GSD Holding A.Ş. and GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. dated 15 October 2014, GSD Holding A.Ş. sold out its 0.001 % shares of class (B) in Tekstil Yatırım Menkul Değerler A.Ş. with a nominal value of TL 250 for TL 281.45 in cash and GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. sold out its 0.077 % shares of class (B) in Tekstil Yatırım Menkul Değerler A.Ş. with a nominal value of TL 19,250 for TL 21,671.95 in cash to Tekstil Bankası A.Ş. which is the main shareholder of Tekstil Yatırım Menkul Değerler A.Ş. and the subsidiary of GSD Holding A.Ş.. As a result of the sale of shares, the shareholding of Tekstil Bankası A.Ş. in Tekstil Yatırım Menkul Değerler A.Ş. has increased to 99.998 % from 99.920 %.

Merger of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. and GSD Dış Ticaret A.Ş.

The Board of Directors of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. and GSD Dış Ticaret A.Ş., on 9 June 2014, resolved to merge these two companies under GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. by means of the take-over of all of the assets and liabilities GSD Dış Ticaret A.Ş. by GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. and the dissolution of GSD Dış Ticaret A.Ş. without liquidation. The Merger Agreement  signed on 12 September 2014 for counterparties and amendment of articles of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. including share capital increase due to merger were discussed in the Extra Ordinary General Assembly Meetings which will be held on 22 December 2014.

Please click for The Extra Ordinary General Assembly Meeting Minutes of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. held on 22 December 2014.

Please click for The Extra Ordinary General Assembly Meeting Minutes of GSD Dış Ticaret A.Ş. held on 22 December 2014.

The merger of GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. and GSD Dış Ticaret A.Ş., both of which are the subsidiaries of GSD Holding A.Ş., under GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. by means of the take-over of all of the assets and liabilities of GSD Dış Ticaret A.Ş., dissolving without liquidation, by GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. is registered in trade registry on 31 December 2014.     

The sale of 75.50 % shares of Tekstil Bankası A.Ş. held by GSD Holding A.Ş. to ICBC

The closing of the transaction related to the agreement for purchase and sale of shares comprising the sale of 75.50% shares of Tekstil Bankası A.Ş. held by GSD Holding A.Ş. to Industrial and Commercial Bank of China Limited (ICBC) signed on 29 April 2014, completion of the transaction being conditional upon obtaining the necessary regulatory approvals from the relevant regulatory authorities in Turkey and China has been executed between GSD Holding A.Ş. and ICBC on 22 May 2015, the assignment of the shares subject to the agreement to ICBC having been made and entered to the share ledger as of this date. The Extra Ordinary General Assembly Meeting of Tekstil Bankası A.Ş., in which the new members of the board of directors were elected, was held on 22 May 2015. Please click for detailed information.