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CAPITAL MARKETS LAW
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The foregoing shall also be applicable for the parent company in case
of a purchase of shares of its subsidiary.
Article 379 of the New TCC also states that the Board shall make
necessary regulations for the companies traded in Istanbul Stock Exchange
(“ISE”) with respect to the transparency and payment rules. The Board
has made necessary amendments in the Resolution accordingly.
Amendments to the Resolution
Not only the intermediary institutions and investment companies but
all companies traded in the ISE are included to the Resolution for the
principles regarding the repurchasing or pledging of own shares by the
company.
The total amount of the shares to be repurchased (including the shares
purchased before) cannot exceed the 10% of the outstanding and issued
capital. The threshold of 20% has been reduced to 10% in accordance
with the New TCC.
The equity component after deducting the amount to be paid to the
shares shall at least equal to the amount paid-in/issued share capital and
reserved funds not to be distributed in accordance with the law and articles
of association of companies.
For the repurchasing transaction in the ISE, the rule of only one
intermediary institution to be used for each transaction day by the
companies has been eliminated.
The shares owned by the company and the parent company shares
purchased from the fixed assets under consolidation cannot be taken into
consideration for the calculation of the general meeting quorum. The
repurchased shares, do not grant any shareholding rights. The voting
rights, attached to the shares of parent company, which are purchased by
the companies under consolidation, cannot be used.
For the transactions of the repurchasing of the shares; the rule of
information disclosure that had to bemade prior to 2 days of the transaction,
in relation to the intermediary institution and its commissions, has been
abolished by the Resolution.