CMB’s Draft Amendments to the Takeover Communiqué

Introduction

The Turkish Capital Markets Board (the “CMB”) has opened draft amendments to its Communiqué II-26.1 on Mandatory Tender Offers (the “Mandatory Tender Communiqué”).

The Mandatory Tender Communiqué sets out the procedures and principles relating to voluntary and mandatory tender offers for public companies - in broad terms, a mandatory tender offer is a statutory obligation on a person (or persons acting in concert) who acquire management control of a public company to make comparable offers to buy out remaining shareholders. From the investors' perspective, a mandatory tender offer provides non-controlling shareholders a path to liquidity and exit following a change in management control.

The proposed changes relate to the sale of unsubscribed share capital in the context of a capital raise from shareholders.

The proposed change

The proposed change will add a new sub-paragraph (g) to Article 18/1 of the Mandatory Tender Communiqué, introducing a new exception from mandatory tender offer requirements for the sale of unsubscribed share capital in a share capital increase.

Accordingly, if a capital raise from shareholders remains undersubscribed because all shareholders have not exercised their pre-emption rights in full, the undescribed portion will be eligible for allocation to the public without triggering mandatory tender offer obligations.   

Conclusion

The CMB has closed the draft amendments for public comment on 23 November 2018.

Investors should keep an eye out for the above change to potentially be rolled out by the CMB in the coming days, perhaps with adjustments and changes that the CMB may have taken up pursuant to the public consultation process.

Authors:

Murat Soylu

Can Özilhan

Furkan Karaçam