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newly issued shares into the company’s account. The CRA shall trans-
fer the relevant amounts to the accounts of the investment companies
of the squeezed-out shareholders. As of this date, the remainder
amount for shares monitored by the company, or those that are not reg-
istered, shall be kept and blocked for a period of three years in an
account to be established within İstanbul Takas ve Saklama Bankası
A.Ş. (Istanbul Settlement and Custody Bank Inc).
The exercise by the controlling shareholder of its squeeze-out
right, the cancellation of the relevant shares, and the invitation of
minority shareholders to apply to the company for disposal of their
shares in exchange for the share price, shall be publicly announced by
companies whose shares are not traded on the exchange market.
Share Price for the Exercise of the Squeeze-out and Sell-out
Rights
Art. 27 CML makes reference to Art. 24 in relation to the share
price. Art. 24 CML regulating the exit right as a consequence of a
material transaction in a company states that, the share price for pub-
lic companies shall be the average of the weighted average prices in the
exchange market within thirty days before the date of the public dis-
closure of the transaction. The CMB shall determine the procedures
and principles of price calculation for companies whose shares are not
traded.
The Communiqué regulates the determination of the squeeze-out
and sell-out price in detail under Art. 6. The provision under Art. 7 of
the Former Communiqué which stated that the fair value is equivalent
to the purchase price regulated under Art. 24 CML is no longer pre-
served under the Communiqué. Different purchase prices are deter-
mined for the exercise of the squeeze-out and sell-out rights.
The purchase price for the squeeze-out rights for traded shares,
and, if there is only one group of non-traded shares, for such shares of
a company whose shares are traded on an exchange market, shall be
equivalent to the average of the weighted average prices in the
exchange market within thirty days before the date of public disclosure
of becoming a controlling shareholder, or realizing additional share
purchases. For multiple groups of non-traded shares, this price shall be
the arithmetic average of the value to be calculated for each group.
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NEWSLETTER 2014