TURKCELL ILETISIM HIZMETLERI A S

Transcription

1 TURKCELL ILETISIM HIZMETLERI A S FORM 20-F/A (Amended Annual and Transition Report (foreign private issuer)) Filed 05/14/14 for the Period Ending 12/31/13 Telephone CIK Symbol TKC SIC Code Telephone Communications (No Radiotelephone) Industry Wireless Telecommunications Services Sector Telecommunication Services Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 Date of event requiring this shell company report Commission file number: Securities registered pursuant to Section 12(b) of the Act: As filed with the Securities and Exchange Commission on May 14, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 20-F/A (Amendment No. 1) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TURKCELL ILETISIM HIZMETLERI A.S. (Exact name of Registrant as specified in its charter) TURKCELL (Translation of Registrant s name into English) Republic of Turkey (Jurisdiction of incorporation or organization) Turkcell Plaza Mesrutiyet Caddesi No: Tepebasi Istanbul, Turkey (Address of principal executive offices) Mr. Nihat Narin Telephone: Facsimile: Turkcell Plaza Mesrutiyet Caddesi No: Tepebasi Istanbul, Turkey (Name, Telephone, and/or Facsimile number and Address of Company Contact Person) Title of each class American Depositary Shares Name of each exchange on which registered New York Stock Exchange

3 Ordinary Shares, Nominal Value TRY 1.000* New York Stock Exchange * Not for trading on the NYSE, but only in connection with the registration of ADSs representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered pursuant to Section 12(g) of the Act: None

4 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer s classes of capital or common stock as of the close of the period covered by the annual report. Ordinary Shares, Nominal Value TRY ,200,000,000 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

5 EXPLANATORY NOTE This Amendment No. 1 on Form 20-F/A (the Amendment No. 1 ) to the annual report on Form 20-F for Turkcell Iletisim Hizmetleri A.S. (the Company ) for the fiscal year ended December 31, 2013 filed on March 21, 2014 (the 2013 Form 20-F ) is being filed solely for the purpose of providing an updated section XI. Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA) under Item 4B Business Overview. This Amendment No. 1 speaks as of the filing date of the Company s 2013 Form 20-F. Other than as expressly set forth above, the Company has not modified or updated any other disclosure and has made no changes to the items or sections in the Company s 2013 Form 20-F. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the Company s 2013 Form 20-F or reflect any events that have occurred after the 2013 Form 20-F was filed on March 21, The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent to March 21, Accordingly, this Amendment No. 1 should be read in conjunction with the 2013 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to March 21, 2014, including any amendments to such documents. XI. Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA) Based on our information and information provided to us by our affiliates, as of the date of this annual report, we believe that certain of our business activities in Iran in 2013, and the business activities of certain of our affiliates, are subject to disclosure pursuant to ITRA Section 219. During the year ended December 31, 2013, Turkcell and Astelit provided direct international roaming services in Iran through agreements with the following GSM operators: TCI Mobile Company of Iran, Telecommunication Kish Co., MTN Irancell, and Taliya Iran. Gross revenues and net profits during the year ended December 31, 2013, attributable to these agreements were TRY 0.6 million (equivalent to $0.3 million as of March 14, 2014) and TRY (1.2) million (equivalent to $(0.6) million as of March 14, 2014), respectively. TeliaSonera has informed us that certain Fintur companies had revenues under roaming agreements in Iran in 2013 with the following GSM operators: TCI Mobile Company of Iran, MTN Irancell, and Taliya Iran. During the year ended December 31, 2013, Azercell (Azerbaijan) had gross revenues and net profits of approximately $105,600 and $(350,800), respectively, while Kcell (Kazakhstan) had gross revenues and net profits of approximately $55,000 and $42,000, respectively, as well as international traffic revenues and net profits of approximately $7,500 and $(51,000), respectively. In addition, during the year ended December 31, 2013, Geocell (Georgia), Moldcell (Moldova) and Tcell (Tajikistan) had revenues totaling approximately $36,000 and net profits of approximately $33,000. We have made enquiries of our major shareholders and TeliaSonera has informed us that during the year ended December 31, 2013, its wholly owned subsidiary, TeliaSonera International Carrier, Inc. ( TSIC ), had gross revenues of approximately 169 and net profits of approximately 58 from voice traffic exchange services with Telecommunications Infrastructure Company ( TIC ). TSIC also delivers IP Transit services via ports in London and New York for TIC and had gross revenues and profits of approximately 224,400 and 135,000, respectively, during the year ended December 31, TSIC holds a license issued by the U.S. Department of the Treasury s Office of Foreign Assets Control authorizing the use of assets owned by TSIC in connection with the provision of IP Transit services to TIC. The current license is scheduled to expire on May 30, 2015 and the provision of service to TIC is subject to the maintenance of the license. In addition, Turkcell Superonline provided Transit IP and leased line services through network interface agreements with Telecom Infrastructure Company of Iran ( TIC ). During the year ended December 31, 2013, gross revenues and net profits attributable to these agreements were TRY 3.0 million (equivalent to $1.3 million as of March 14, 2014) and TRY 1.3 million (equivalent to $0.6 million as of March 14, 2014), respectively. In 2013, Turkcell Superonline received an order to provide leased line services to the Islamic Republic of Iran Broadcasting ( IRIB ), which will be delivered through our TIC interconnection. Services and revenues have yet to commence. A previous service provided to PressTV (affiliated with IRIB) ended at the beginning of 2013 and no operational revenue was recognized in the year

6 Although it is difficult to do with a reasonable degree of certainty, we have concluded that our Iranian business partners described in this section may be owned or controlled indirectly by the Government of Iran. However, to our knowledge, none of the services provided by Turkcell and our affiliates in Iran described in this section have been used by the Government of Iran to commit serious human rights abuses against the people of Iran. Furthermore, we understand that the U.S. Department of the Treasury s Office of Foreign Assets Control has issued a general license authorizing U.S. persons to engage in certain of the activities described in this section. We, and our affiliates, intend to continue the activities described in this section in

7 ITEM 19. EXHIBITS EXHIBIT NUMBER DESCRIPTION 1.1* Articles of Association of Turkcell Iletisim Hizmetleri A.S. 8.1* Subsidiaries of Turkcell Certification of Sureyya Ciliv, Chief Executive Officer of Turkcell Iletisim Hizmetleri A.S., pursuant to Section 302 of the Sarbanes-Oxley Act of Certification of Murat Dogan Erden, Chief Financial Officer of Turkcell Iletisim Hizmetleri A.S., pursuant to Section 302 of the Sarbanes-Oxley Act of Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of *Filed previously as an exhibit to Turkcell s Form 20-F filed on March 21,

8 SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. TURKCELL ILETISIM HIZMETLERI A.S. By: /s/ SUREYYA CILIV Sureyya Ciliv Chief Executive Officer By: /s/ MURAT DOGAN ERDEN Murat Dogan Erden Chief Financial Officer 5

9 Exhibit 12.1 CERTIFICATION I, Sureyya Ciliv, certify that: 1. I have reviewed this Amendment no. 1 to the annual report on Form 20-F of Turkcell Iletisim Hizmetleri A.S.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company s internal control over financial reporting; and 5. The company s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company s auditors and the audit committee of the company s Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company s internal control over financial reporting. By: /s/ SUREYYA CILIV Sureyya Ciliv Chief Executive Officer

10 Exhibit 12.2 CERTIFICATION I, Murat Dogan Erden, certify that: 1. I have reviewed this Amendment no. 1 to the annual report on Form 20-F of Turkcell Iletisim Hizmetleri A.S.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the company s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the company s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company s internal control over financial reporting; and 5. The company s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company s auditors and the audit committee of the company s Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company s internal control over financial reporting. By: /s/ MURAT DOGAN ERDEN Murat Dogan Erden Chief Financial Officer

11 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment no. 1 to the annual report of Turkcell Iletisim Hizmetleri A.S. (the Company ) on Form 20-F for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the Report ), the undersigned hereby certify that to the best of our knowledge: 1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ SUREYYA CILIV Name: Sureyya Ciliv Title: Chief Executive Officer By: /s/ MURAT DOGAN ERDEN Name: Murat Dogan Erden Title: Chief Financial Officer