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Share Purchase Offer

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Att. Leyla Orak Celikboya

Introduction

Shareholders in public companies may voluntarily offer to pur-

chase the shares of other shareholders. Nevertheless, under certain cir-

cumstances, the controlling shareholder, or the shareholder who

acquires control of a public company, is obliged to make mandatory

offers to purchase the shares of other shareholders.

Voluntary and mandatory offers are regulated under Capital

Markets Law No. 6362

1

(“CML”) and Communiqué No. II-26.1 gov-

erning Share Purchase Offers

2

published pursuant to the CML

(“Communiqué”). This newsletter article analyzes the share purchase

offer within the scope of the CML and the Communiqué.

CML Provisions Governing Share Purchase Offers

In General

Art. 25 CML authorizes the Capital Markets Board (“Board”) to

determine the principles and procedures of voluntary offers and

mandatory offers triggered by material transactions. Additionally,

unlike the former and abrogated Capital Markets Law No. 2499, Art.

26 CML introduces a general provision governing triggering events for

mandatory offers. Shareholders obtaining shares or voting rights grant-

ing them control over the management are obliged to offer to purchase

110

NEWSLETTER 2014

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Article of February 2014

1

Entered into force through publication in the Official Gazette dated December 30, 2012 and no.

28513.

2

Published in the Official Gazette dated January 23, 2014 and no.28891, to be effective and

enforceable to mandatory offers triggered and voluntary offers made after its entry into force.