In its press statement, the CMB announced that the objective of the amendments is to facilitate merger and restructuring of publicly traded companies controlled by State entities in line with the New Economic Program of the Ministry of Treasury and Finance.

The Scope of the Amendments

The Communiqué mainly regulates the merger and demerger procedures of publicly traded companies and contains various restrictions for the protection of minority rights and investors.

Pursuant to the amendments, the below restrictions set out in articles 12(4) to 12(7) of the Communiqué are not applicable to mergers of companies whose shares are publicly traded and whose “management control” is held by State entities or State institutions:

• Capital restriction: the requirement that the capital of a public company may not be less than the capital of a non-public company where a public company is acquired by a non-public company; and


• Share transfer restriction: the prohibition of the sale of shares of a non-public company on the stock exchange for a period of 6 months following the date of the merger where a public company is acquired by a non-public company.

In this context, “management control” was added to the text of the Communiqué. Accordingly, “management control” has been defined as the sole or joint, direct or indirect ownership of more than 50% of the voting rights, or the right to appoint the simple majority of the board members, or the possession of privileged shares which entail the right to nominate the majority of the board members.

Conclusion

The amendments envisage certain exemptions for public companies whose management control is held by State entities or State institutions. The amendments appear to be particularly aimed at facilitating the consolidation and restructuring of companies belonging to the portfolio of the Turkey Wealth Fund.