SCHEDULE: Kaspi.kz Boosts D-MARKET Stake to 85.17% for Control

Kaspi.kz has increased its beneficial ownership in D-MARKET Electronic Services & Trading to 85.17% through a new stock purchase agreement, aiming for a controlling interest.

Summary

• Joint Stock Company Kaspi.kz (the "Reporting Person") has filed Amendment No. 6 to its Schedule 13D, updating its beneficial ownership in D-MARKET Electronic Services & Trading (the "Issuer").
• On January 5, 2026, Kaspi.kz entered into a stock purchase agreement with TurkCommerce B.V. to acquire an additional 32,885,686 Ordinary Shares of the Issuer.
• The aggregate purchase price for these shares is USD 97,012,773.70.
• The closing of this transaction is expected on January 9, 2026, subject to certain conditions.
• The funding for this purchase comes from Kaspi.kz's working capital.
• Following this acquisition, Kaspi.kz will beneficially own 304,238,587 Ordinary Shares, representing 85.17% of the Issuer's total outstanding Ordinary Shares.
• The primary purpose of these transactions is to achieve a controlling interest in D-MARKET Electronic Services & Trading.

Sentiment

Score: 8

Explanation: The filing indicates a strong strategic move by Kaspi.kz to gain a controlling interest in D-MARKET Electronic Services & Trading, funded by working capital. This suggests confidence in the acquisition and the Issuer's prospects, which is generally positive for both entities, especially for the acquiring company's strategic goals and potential for synergy realization.

Positives

• Kaspi.kz is consolidating its control over D-MARKET Electronic Services & Trading, indicating strong strategic alignment and potential for streamlined operations and synergies.
• The acquisition is funded by working capital, suggesting financial stability and avoiding external debt or equity dilution for this specific transaction.
• Achieving a controlling interest (85.17%) provides Kaspi.kz with significant influence over the Issuer's strategic direction and operational decisions, which can lead to more decisive actions and value creation.

Risks

• The Reporting Person continuously re-examines its investment and may consider various actions, including those described in subparagraphs (a)-(j) of Item 4 of Schedule 13D, which could encompass changes in management, corporate structure, or asset sales.
• Future actions regarding the investment are dependent on numerous factors, including the Issuer's business prospects, strategic alternatives, price levels of securities, and general market, industry, and economic conditions, introducing an element of uncertainty regarding future plans.

Future Outlook

Kaspi.kz's stated purpose for these transactions is to achieve a controlling interest in D-MARKET Electronic Services & Trading. The Reporting Person will continuously re-examine its investment and may consider, explore, or develop plans and proposals regarding the Issuer, including potential changes to the Issuer's business, management, or corporate structure, depending on various market, industry, and economic factors.

Management Comments

• "The purpose of the Reporting Person's transactions in the Issuer's securities, including the transaction reported in this Amendment No. 6, is to have a controlling interest in the Issuer."
• "The Reporting Person re-examines its investment in the Issuer on a continuing basis."
• "Any actions the Reporting Person might undertake with respect to its investment may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; and other factors and future developments."

Industry Context

This transaction signifies a further consolidation in the e-commerce sector, with a major player like Kaspi.kz increasing its stake in D-MARKET Electronic Services & Trading (HEPS), a prominent Turkish e-commerce platform. Such moves often reflect a strategy to gain market share, leverage synergies, and potentially integrate operations more deeply within a broader digital ecosystem, common in competitive online retail markets. This aligns with a global trend of larger, well-capitalized tech companies acquiring or consolidating smaller, regionally focused players to expand their footprint and service offerings.

Comparison to Industry Standards

• The acquisition of a controlling stake (85.17%) by Kaspi.kz in D-MARKET Electronic Services & Trading is a significant strategic move, comparable to consolidations seen in global e-commerce markets where larger players absorb or gain control over regional leaders.
• For example, Amazon's acquisitions of various e-commerce entities or Alibaba's strategic investments in regional platforms globally demonstrate similar strategies to expand market reach and integrate services.
• The use of working capital for such a substantial acquisition indicates a strong balance sheet for Kaspi.kz, aligning with practices of well-capitalized industry leaders who prefer internal funding for strategic growth rather than relying on external financing that could dilute existing shareholders or incur debt.

Stakeholder Impact

• Shareholders of D-MARKET Electronic Services & Trading: Existing shareholders will see Kaspi.kz become a dominant controlling shareholder, potentially leading to changes in strategic direction, operational focus, and future dividend policies. Minority shareholders might experience reduced influence.
• Management and Employees of D-MARKET Electronic Services & Trading: With a controlling shareholder, there could be changes in management, operational strategies, and corporate culture to align with Kaspi.kz's broader objectives, potentially impacting job roles and organizational structure.
• Customers of D-MARKET Electronic Services & Trading: Potential for enhanced services, integration with Kaspi.kz's broader digital ecosystem, or changes in product offerings and user experience.
• Creditors of D-MARKET Electronic Services & Trading: The change in control could impact the company's credit profile and future financing arrangements, depending on Kaspi.kz's financial strength and strategic plans for the Issuer.

Next Steps

• Closing of the stock purchase agreement on or around January 9, 2026.
• Kaspi.kz will continue to re-examine its investment in D-MARKET Electronic Services & Trading on an ongoing basis.
• Kaspi.kz may consider, explore, and/or develop plans and/or formulate proposals with respect to its investment, potentially including actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D (e.g., changes in management, corporate structure, asset sales, etc.).

Key Dates

Recommendation

The acquisition of a controlling 85.17% stake by Kaspi.kz, a financially robust entity, in D-MARKET Electronic Services & Trading signals strong confidence and strategic intent. This move is highly likely to unlock significant synergies, streamline operations, and potentially lead to a more focused and efficient business under unified control. For D-MARKET, this could mean enhanced resources and strategic direction. For Kaspi.kz, it solidifies its position in a key market. The use of working capital for the acquisition further underscores financial health. This strategic consolidation typically bodes well for long-term value creation, making it a strong buy for investors looking for growth and stability under a dominant shareholder.

Keywords

Kaspi.kz, D-MARKET Electronic Services & Trading, HEPS, Schedule 13D/A, Beneficial Ownership, Controlling Interest, Stock Purchase Agreement, E-commerce, Kazakhstan, Turkey