SCHEDULE: Kaspi.kz Boosts D-Market Stake to 88.95%

Joint Stock Company Kaspi.kz has significantly increased its beneficial ownership in D-MARKET Electronic Services & Trading to 88.95% through a share subscription and a pending purchase agreement.

Summary

• Joint Stock Company Kaspi.kz (Reporting Person) has filed an amendment to its Schedule 13D, increasing its beneficial ownership of D-MARKET Electronic Services & Trading (Issuer) to 88.95%.
• This increase is due to the Reporting Person subscribing for an additional 71,428,500 Ordinary Shares for TRY 9,321,419,250.00, exercising pre-emptive rights.
• Additionally, the Reporting Person entered into an agreement to purchase 19,547,401 ADSs (representing 19,547,401 Ordinary Shares) from VR Global Partners, L.P. for USD 57,664,832.95, with closing expected around September 14, 2026.
• The Reporting Person is the controlling shareholder, with several of its employees serving as directors on the Issuer's board.
• The Reporting Person continuously evaluates its investment and reserves the right to adjust its holdings or strategies.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating increased control and investment by a major shareholder, though the specific details of the share purchase are still pending.

Positives

• Kaspi.kz has solidified its controlling stake in D-MARKET, increasing its beneficial ownership to 88.95%.
• The company exercised pre-emptive rights to subscribe for a substantial number of new shares, demonstrating commitment.
• A significant block of ADSs is being acquired from VR Global Partners, further consolidating ownership.
• Key personnel from Kaspi.kz hold directorial positions, ensuring alignment between management and the controlling shareholder.

Negatives

• The increased concentration of ownership by a single entity could reduce the free float of shares available to other investors.
• The substantial capital outlay for share subscriptions and purchases may impact Kaspi.kz's liquidity, although it's funded by working capital.

Risks

• The Reporting Person's ongoing evaluation of its investment and reservation of the right to change plans could lead to future share disposals or strategic shifts.
• Potential future actions by the Reporting Person, as outlined in Item 4(a)-(j) of Schedule 13D, could impact the Issuer's operations or structure.
• The significant ownership by Kaspi.kz might influence market dynamics and limit independent decision-making for the Issuer.

Future Outlook

The Reporting Person continuously reviews its investment in the Issuer and reserves the right to change its plans and intentions at any time. This includes potentially purchasing additional securities, disposing of existing securities, or entering into financial instruments to alter economic exposure. Discussions with management and other stakeholders regarding the Issuer's business, operations, and future plans may also occur.

Management Comments

• The Reporting Person is the controlling shareholder of the Issuer.
• Employees of the Reporting Person serve as directors of the Issuer and take an active role in working with management on operational, financial, and strategic initiatives.
• The Reporting Person has no present plan or proposal that relates to or may result in any of the matters listed in Items 4(a)-(j) of Schedule 13D, other than as described.
• The Reporting Person expects to evaluate the Issuer's financial condition and prospects and its interest in the Issuer on an ongoing basis.

Industry Context

StockSavvy.ai notes that this filing reflects a significant consolidation of ownership within the e-commerce and fintech sector, particularly in emerging markets. Increased control by a major shareholder like Kaspi.kz can lead to more streamlined strategic execution but may also reduce market liquidity and independent board influence.

Related Party Transactions

• The acquisition of 19,547,401 ADSs from VR Global Partners, L.P. is a significant transaction involving a third-party investor.

Stakeholder Impact

• Shareholders: Increased control by Kaspi.kz may affect minority shareholder influence and potentially the liquidity of shares not held by Kaspi.kz.
• Management and Employees of D-MARKET: Continued alignment with the controlling shareholder's strategic direction is expected.
• Creditors: The financial stability of D-MARKET is reinforced by the continued investment from its controlling shareholder.

Next Steps

• Closing of the share purchase agreement with VR Global Partners, L.P. is expected around September 14, 2026.
• Kaspi.kz will continue to evaluate D-MARKET's financial condition, prospects, and its investment strategy.
• Kaspi.kz may engage in discussions with management and other stakeholders regarding D-MARKET's business and future plans.

Key Dates

Recommendation

The filing indicates a strengthening of control by Kaspi.kz, which is a significant shareholder. While this suggests confidence from Kaspi.kz, the lack of new strategic initiatives or performance updates, combined with the potential for future share disposals, warrants a 'hold' recommendation pending further clarity on the long-term strategy and operational impact of this increased ownership.

Keywords

D-MARKET, Kaspi.kz, Schedule 13D, Ordinary Shares, ADSs, Shareholder, Beneficial Ownership, Capital Increase