Date: 2 September 2009

The Capital Markets Board of Turkey ("CMB") has issued new principles regarding tender offers in Turkish public companies through the introduction of the Communiqué Regarding the Principles on Tender Offers (Serial No: IV/44) (the "Communiqué"), published in the Official Gazette dated September 2, 2009 and numbered 27337. The Communiqué has repealed the provisions that previously regulated principles regarding tender offers in Communiqué (Serial No: IV/8) and has introduced significant changes in this respect.

• The threshold which triggers the mandatory tender offer obligation has been increased from 25% to 50%. 
• Apart from the threshold mentioned above, the Communiqué provides a definition of "Management Control" where the circumstances that trigger the mandatory tender offer obligation are enumerated.
• Circumstances whereby the mandatory tender offer obligation is not triggered have been also explicitly enumerated in the Communiqué.
• In cases where mandatory tender offers are not commenced within the periods indicated in the Communiqué, it is now provided that interest on a daily basis will accrue on the tender offer price.
• Circumstances whereby an application may be submitted to the CMB for exemption from the mandatory tender offer obligation have been amended.
• New principles regarding the determination of tender offer prices and the exchange and interest rates to be applied thereto have been introduced.
• Provisions pertaining to durations and time periods with respect to tender offers have been amended.
• Provisions regarding public disclosures with respect to tender offers have been amended and new provisions in this regard have been amended in a more detailed manner.
• Principles regarding voluntary tender offers have been amended to allow voluntary partial tender offers for acquisitions of specific group shares or partial acquisitions of shares in the same group.

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Pekin & Pekin Legal Alert: Capital Markets 09/2010

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