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Mandatory Call
Regarding the transactions described in paragraphs d), e) and g)
above: “
d) Creation of privileges or change of the scope or extension
of the privileges
”, “
e) Delisting
”, and “
g
)
In the case of capital
increase, fulfillment of the responsibility of subscribing in cash by set-
ting off the debts arising from the asset transfer
”, the real or legal per-
sons who will benefit from such transactions shall call for the shares of
the other shareholders. The calculation method for the value of the
shares subject to the right to dissociate can be used herein.
The share purchase price shall be paid in cash and at once.
Transactions on Which No Right to Dissociate Arises
No right to dissociate shall arise for the material transactions
described below:
a) Transactions mandatory under the applicable law,
b) Transactions by companies whose control belongs to a govern-
mental authority,
c) Removal of all of the privileges of the shareholders free of
charge, or limitation on privileges in terms and scope,
d) Amendment of the status of the investment funds, cessation of
the status of such funds and change in privileges in this regard,
e) Transactions mandatory for takeover bids as a result of a mate-
rial transaction, or transactions approved by the Board for vol-
unteer takeover bids,
f) Spin-off transactions that establish a new partnership in which
the shareholding structure of the demerged company is kept;
merger and spin off transactions in simplified form,
g) The fact that the transaction is made by judicial authorities in
accordance with a judgment decided under the Enforcement
and Bankruptcy Code or for the purposes of collection of a
public claim, the immediate buy back of the assets subject to
transaction through financial leasing; and asset transfer to issue
a lease certificate, security based assets or a mortgage or war-
ranted security.
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NEWSLETTER 2014