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total price of the shares subject to the mandatory offer. However, the
administrative monetary fine, which was also applicable under the for-
mer Law No. 2499, was far from being persuasive for companies.
Thus, the CML introduced an additional sanction. Accordingly, share-
holding rights of shareholders who refuse to make mandatory offers
within the time periods determined by the Board shall automatically be
suspended and such shares shall be disregarded in calculation of the
meeting quorum. This sanction is one of the most important novelties
introduced by the CML regarding share purchase offers.
Communiqué Provisions Governing Share Purchase Offers
Scope
The Board, as authorized under Art. 25 CML, regulated the prin-
ciples of voluntary and mandatory offers with the Communiqué. The
Communiqué governs share purchase offers generally triggered by
obtaining management control. The Communiqué shall not apply to
mandatory offers triggered pursuant to Art. 25/1 CML governing mate-
rial transactions, Art. 26/5 CML on transformation of investment com-
panies or Art. 33/4 CML regarding delisting of public companies (Art.
2 of the Communiqué).
General Principles
In line with the provisions of the CML, the Communiqué obliges
shareholders who assume management control through purchase of
part or all of the shares of a public company to make a mandatory offer.
All payments to be made as a result of the share purchase offer
must be made in cash and in Turkish Liras. Nevertheless, if the share-
holder consents in writing, the payment may also be made through
capital market instruments provided that they are traded on a stock
exchange. The offering shareholders shall adapt measures to ensure the
payment of the entire purchase price of the relevant shares. The Board
may require the shareholder to obtain a bank or corporate guarantee for
the payment of this price.
The offering shareholder shall, regardless of whether the offer is
voluntary or mandatory, apply to the Board with an information form,
a sample of which is attached to the Communiqué. This information
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NEWSLETTER 2014