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financial statements used for the merger will prepare a report demonstrating
the effects of these developments on the mentioned financial statements.
The report prepared by the expert institution will be revised in view of the
developments.
Article 10/A has been included in the Communiqué with Serial: I, No:
31. According to this Article, merger transactions can be concluded without
an independent auditing report, an expert institution report, or a board of
directors’ report if it is not necessary to grant shares of the transferee to the
transferred partnerships shareholders in a merger transaction where one or
more of the partnership’s shares are acquired by another partnership with
95% or more of the shares. Thereby, merger transactions are simplified if
certain conditions are met.
Pursuant to the amendment made to Article 12 of the Communiqué
with Serial: I, No: 31, the effects of the profit distribution will be taken into
consideration in the calculation of the merger ratio if the general assembly
decisions concerning the profit distribution of the partnerships party to the
merger are adopted after the date of the financial statement that is to be
considered in the merger transaction.
By the Communiqué with Serial: I, No: 41 the obligation to publish
the announcement text and the merger agreements in the gazettes has been
annulled, and the announcements to the public through the web sites of
the partnerships concerned and through public disclosure platforms are
allowed. The circular prepared by partnerships not listed on the stock
exchange and which consists of the summary of the merger transaction and
which of its essentials are determined by the Capital Market Board will
be announced to the public by publication in at least one local gazette at
least thirty days before the general assembly meeting in which the merger
agreement will be approved.
Pursuant to Article 20/A which has been included in the Communiqué
with Serial: I, No: 31, it is obligatory for new partnerships or partnerships’
share certificates to be notified to the Capital Market Board if such
partnerships are established by dissolution of a legal entity or by
establishment of new partnerships through the allocation of at least
15% of the last balance sheet’s total asset value of the public companies
including companies in the scope of privatization. In addition, if the share