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Legal Alerts

30/10/2020

Draft Communiqué on Squeeze-Out and Sell-Out Rights Lowers the Squeeze-Out Threshold and Provides Fixed Pricing Methodology

Legal Alerts
Capital Markets
Financial Institutions

Recent Development

On October 28, 2020, the Capital Markets Board (“CMB“) published the Draft Communiqué on Squeeze-Out and Sell-Out Rights (“Draft Communiqué“) to replace the current communiqué on squeeze-out and sell-out rights.

Under the Draft Communiqué, the most significant changes are the decrease of the squeeze-out threshold from 98% to 95% and the equalization of the prices applicable to squeeze-out and sell-out rights.

For a public company listed on the stock exchange, the squeeze-out and sell-out price will be calculated according to the market in which its shares are traded.

A tender offer obligation will not be triggered if the management control of the public company is acquired simultaneously with the squeeze-out and sell-out rights being triggered.

Acquisition of new shares by the current shareholders as a result of a bonus or pre-emptive rights issue will not trigger squeeze-out and sell-out rights.

What Does the Draft Communiqué Say? 

• Squeeze-Out Threshold:  Under the Draft Communiqué, a shareholder or shareholders acting in concert holding equal to or more than 95% of the voting rights of a public company (i.e., controlling shareholder) will have the right to squeeze-out the minority shareholders.

The sell-out rights of the minority shareholders will be triggered at the same time when the squeeze-out right is triggered.

Unlike the current communiqué, the same formula will apply for the calculation of the price for squeeze-out and sell-out rights.

Accordingly, in respect of the public companies traded on the stock exchange, the price will be determined as the highest of the following:

  1. In respect of the companies listed on the Yıldız Market, the average of the daily corrected average price for the last month prior to the disclosure of the triggering of the squeeze-out and sell-out rights to the public, and the value determined in the valuation report to be commissioned by the company.
  2. In respect of the companies listed on other markets, the average of the daily corrected average price for the last six months prior to the disclosure of the triggering of the squeeze-out and sell-out rights to the public and the value determined in the valuation report to be commissioned by the company.
  3. The mandatory tender offer price that will be determined in accordance with the mandatory tender offer regulations in case the acquisition of the controlling shareholder status simultaneously leads to a change in management control.

The price to be indicated in the valuation report will be taken as basis for the public companies that are not traded on the stock exchange.

In cases where a person acquires the controlling shareholder status prior to the entry into force of the Draft Communiqué, the current communiqué’s price calculation methodology will apply.

Conclusion

With the Draft Communiqué, the CMB seemingly aims to facilitate squeeze-out procedures in companies with low floating ratios.