Communique Regarding the Amendments ("Amendment Communique") (II-26.1.b) to the Communiqué on Takeover Bids (II-26.1) (“Communique) announced by the Capital Markets Board (“CMB”) has been published in the Official Gazette dated 05.06.2018 numbered 30442 and entered into force at the date of its publication.
Within the scope of the Communique No. II-26.1, in the event of share transfers that will result change of management control in a publicly held joint stock company (“Corporation”), the shareholder gaining the management control is under the obligation to submit a mandatory takeover bid for purchasing the shares of other shareholders.
With the Amendment Communique, additional exemptions to make mandatory takeover bid have been introduced for cases when acquisition of the management control of the target company is due to a legal requirement.
As per the Amendment Communique, the CMB may, upon application, grant an exemption to make mandatory takeover bid if the takeover of the shares with management control rights of the Corporation takes place due to:
A default in loan repayment which has been secured by the shares granted to the bank, transfer of the shares to a special purpose vehicle founded by the bank, and purchase of shares by third parties following such transfer share ownership to a bank or special purpose entity.
A share transfer to fulfill a regulatory requirement that determines shareholding qualification.
By Filiz Piyal Cayıpare ,Senior Associate, Moral & Partners