ERDEM-NEWSLETTER-2018-metin

202 NEWSLETTER 2018 Mandatory Share Purchase Offer* Att. Ozgur Kocabasoglu Introduction In the event that the shares or voting rights of a publicly traded company are acquired in a way that changes the control of the partner- ship, the acquirer is obliged to make a share purchase offer to the other shareholders. Regulations regarding the matter are foreseen under Articles 25 and 26 of Capital Markets Law 1 No. 6362 (“CML”), and in the Communiqué on Share Purchase Offer 2 No. II-26.1, published in the Official Gazette dated 23.01.2014 and numbered 28891(“Share Purchase Communiqué”). The subject has gained currency with the amendment introduced to the exemption clause in June. General Principles In the event that a person or persons acting in concert with that person acquire the control by fully or partially acquiring the shares representing the capital of the target corporation, it is required to make a takeover bid in such a manner so as to protect the rights of all share- holders holding other shares representing the capital of the target cor- poration. The concept of acting in concert shall be explained, below. Mandatory share purchase offers aim to protect investors, in es- sence. Thus, even if there is no change in the share ownership of the partnership, share purchase offer obligations also arise, as a result of acquiring management control with contracts signed between the shareholders. * Article of June 2018 1 Capital Markets Law No. 6362, OG, 30.12.2012, 28513. 2 Communiqué onGoverning the Share PurchaseOffer No. II-26.1, OG, 23.01.2014, No. 28891.