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NEWSLETTER 2013
146
However, the below-stated situations are excluded from the scope of
Communiqué No. 2013/2:
– Transfers to public institutions and organizations, including local
governments, and to education institutions with the nature of
public entities,
– The acquisition of immovable property that is not intended for the
production of goods and services,
– Sales in foreign capital markets,
– Public offerings,
– Block sales which include delayed public offerings with a duration
of no more than 3 years, without prejudice to the provisions of the
capital markets legislation,
– Acquisition by employees, sales in stock markets by normal orders
as well as by special orders which do not lead to a change in the
control of the undertaking,
– Sales to securities investment funds and/or securities investment
trusts, and
– The acquisition of shares which does not lead to a change in the
control of the undertaking.
Apart from
“
Transfers to education institutions with the nature of
public entities
” and “
share transfers which do not lead to a change in
the control of the undertaking
”, which are excluded from the scope of
Communiqué No. 2013/2, the scope of Communiqué No. 1998/4 was
exactly preserved under Communiqué No. 2013/2.
The evaluation of the above-stated difference shows that such
difference was not legally “necessary”. In fact:
– Where there is a share transfer to an educational institution with
the nature of a public entity, if the transferring company is not
a private entity, then it cannot be stated that “privatization” has
occurred;
– First paragraph of Article 2 of Communiqué No. 2013/2 states that
transactions “
that cause a change of control
” over an undertaking