On Saturday, June 27, 2020, the Communiqué on Common Principles Regarding Significant Transactions and The Retirement Right was published in the Official Gazette No. 31168.
The purpose of this Communiqué is to set down corporations’ significant transactions as well as mandatory procedures and principles for execution of such significan transactions and for taking decisions thereinfor, including the significance criteria. Another purpose is to set down use of the retirement right with regard to significan transactions, and cases where such retirement right does not arise, and procedures and principles regarding calculation of the exercise price of the retirement right in corporations the shares of which are not listed and raded in the stock exchange. The purpose of this Communiqué is to set down procedures and principles regarding mandatory take-over bid arising from significant transactions.
What Are the Significant Transactions?
The Communiqué counts the significant transactions. Partnerships being a party to merger or demerger transactions, changing the type, establishing a transaction that results in the materiality criteria being transferred or the transfer of such assets, on this property the published in the Official Gazette dated 3/1/2014 and numbered 28871 Corporate Governance Communiqué (II-17.1) provided that it is not contrary to article 12 establishing real rights in favor of third parties and prescribing privileges exist or changing the scope or subject of privileges is a significant transaction.
The transactions determined as significant transactions by the Board in its other regulations are also considered as significant transactions.
Another important issue is the merger and demerger transactions, which are considered significant transactions. The fact that the partnership is a party to merger transactions in the form of a new establishment, the partnership being the transferee or the transferee in merger transactions in the form of acquisition and will make a capital increase of 50% or more as a result of the merger are mergers and divisions that are considered significant transactions.
Again, in full divisions, it is a significant transaction that the partnership is the Divided Party or the Transferee and will increase of 50% or more capital in return for the acquired assets. In the case of partial divisions, the fact that the partnership is the Divided Party and the assets transferred meet the materiality criteria or the Transferee and will make a capital increase of 50% or more in return for the acquired assets are considered significant transactions.
In the Communiqué on Common Principles Regarding Significant Transactions and The Retirement Right, published in the Official Gazette No. 31168 on Saturday, June 27, 2020, the regulations regarding the Retirement Right were also included. Accordingly, shareholders who are shareholders in the partnership, who have participated in the general assembly meeting and cast negative votes on the agenda item regarding the important transaction and have recorded this opposition in the minutes, have the right to leave by selling their shares. They can leave by selling their shares to this partnership.
It is obligatory to exercise the retirement right through the intermediary institution. However, the Board may grant an exemption from the obligation to use intermediary institutions if they request partnerships whose shares are not traded on the stock exchange.
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