Mandatory Tender Offers in Turkey: Capital Markets Law Article 26, Communiqué II-26.1 and the Rights of Minority Shareholders

When control of a Turkish listed company changes hands, minority shareholders have a statutory exit. A person who acquires shares or voting rights giving management control of a public company must offer to buy the shares of the other shareholders who held shares on the date the acquisition was disclosed (Capital Markets Law Art. 26(1)). Control means more than half of the voting rights, alone or with persons acting in concert, directly or indirectly, or privileged shares carrying the right to elect or nominate a majority of the board (Art. 26(2)). Communiqué II-26.1 sets the procedure: an application to SPK within six business days, an offer that must start within two months, an offer period of ten to twenty business days and a minimum price based on the six-month average market price and the highest price the acquirer paid (Arts. 13 and 15). If the obligation is not met, the acquirer’s voting rights are frozen automatically and SPK may impose an administrative fine up to the total value of the shares the offer should have covered (Capital Markets Law Arts. 26(6) and 103(3)). Periods in which SPK took action for market manipulation are excluded from the price calculation (Communiqué II-26.1 Art. 15(5)). This guide explains these rules, the exemptions, the points that matter during the 2026 crisis and the steps open to a foreign institutional investor. It reflects the legislation in force as at 25 October 2026.

Why tender offers matter to minority holders

A foreign institutional investor in Turkish equities is almost always a minority shareholder. Its position depends on the controlling shareholder: on how the company is run, on related-party dealings and on what happens when control is sold. The mandatory tender offer is the rule that gives minority holders a share in the control premium and a chance to leave on equal terms when a new controller arrives. Without it, a controlling block could be sold at a premium while the minority remains locked in under a new owner it did not choose.

Periods of market stress make these rules more relevant. In the 2026 fund and market manipulation cases, control blocks may change hands in distressed sales, banks may enforce pledges over controlling shares, management of some companies may pass to public bodies and share prices may have been distorted by manipulation. Each of these situations is addressed by a specific provision of the Capital Markets Law or Communiqué II-26.1. The overview of the 2026 cases and the full series of guides is in the legal guide to Turkey’s 2026 fund and market manipulation crisis.

The legal framework

The Capital Markets Law contains the core obligation and its sanctions. SPK sets the procedures for voluntary tender offers and for mandatory offers arising from significant transactions (Art. 25(1)) and for the mandatory offer on a change of control, including exemptions (Art. 26(1)). The detailed rules are in the Communiqué on Tender Offers No. II-26.1 (Official Gazette 23 January 2014, No. 28891), last amended in the Official Gazette of 16 October 2021. The Communiqué does not apply, unless the relevant rules provide otherwise, to tender offer obligations arising under Art. 25(1), Art. 26(5) and Art. 33(4) of the Law independently of a change of control (Communiqué Art. 2(1)).

When the obligation arises

The obligation arises when a person acquires shares or voting rights that give management control of a public company, whether through a voluntary offer, block or individual purchases or any other method, alone or together with persons acting in concert, directly or indirectly (Communiqué II-26.1 Art. 11(1)). A public company is a joint-stock company whose shares have been offered, or are deemed offered, to the public (Art. 4(1)(f)).

Management control is acquired in either of two ways (Capital Markets Law Art. 26(2); Communiqué Art. 12(1)):

1. 1. Voting majority. Holding, alone or with persons acting in concert, directly or indirectly, more than 50 per cent of the company’s voting rights.
2. 2. Board privileges. Holding privileged shares that give the right to elect a majority of the board, or to nominate candidates for that number of seats at the general meeting, regardless of the percentage of voting rights.

Two limits apply. Cases in which control is not obtained because of the existence of privileged shares are not treated as an acquisition of control (Art. 12(1)). And the fact that a majority of the board can in practice be elected because of the capital structure or attendance at a particular general meeting does not in itself mean that control has been acquired (Art. 12(2)).

The obligation also arises where shareholders take control through private written agreements among themselves, even though no shares change hands (Communiqué Art. 11(2)). The Law describes this as control obtained through private agreements without complying with the procedures for significant transactions and the qualified majorities required for certain resolutions (Capital Markets Law Art. 26(3)). A mandatory offer cannot be made subject to any condition (Communiqué Art. 11(6)).

Acting in concert and indirect control

Holdings are aggregated with those of persons acting in concert. These are persons who cooperate with the offeror, on the basis of an express or tacit, oral or written agreement, to take control of the target, or who cooperate with the target to frustrate the success of an offer (Communiqué II-26.1 Art. 4(1)(ç)). In deciding whether shareholders hold control, the following are deemed to act together with them (Art. 12(3)):

• ▸ Controlled companies. Companies under the management control of the individual or corporate shareholders.
• ▸ Controllers of corporate shareholders. The individuals or entities controlling a corporate shareholder, and the companies they control.

Control may also be acquired indirectly. Where control of a parent company is acquired and, through it, control of the listed target, all shares held in the target by the parent and the persons acting in concert with it are assessed together (Art. 12(4)). A parent company is one that directly or indirectly holds management control of the target (Art. 4(1)(a)). Indirect changes have their own pricing rule, described below, and a specific exemption where the target is not significant within the parent’s group (Art. 18(1)(c)).

Concealed coordination between nominally independent buyers is a recurring feature of market abuse cases. Where trading in a share is investigated for manipulation, evidence gathered in the criminal or SPK file may also show that several accounts were acting together toward control, which is relevant to whether a tender offer obligation arose.

Which shareholders benefit

Since an amendment by Law No. 7222 in 2020, the Law limits the offer to shareholders who held shares on the date the acquisition of control was disclosed (Capital Markets Law Art. 26(1)). The Communiqué fixes the reference date as the date on which the acquisition of control-giving shares or voting rights was disclosed, or, for control taken through private agreements, the date on which the agreement was disclosed (Communiqué II-26.1 Art. 11(3)).

For listed shares, the number of shares each holder may tender is the holding at the reference date, reduced by any sales made between that date and the start of the offer, calculated on a last-in, first-out basis and on end-of-day net balances; matched orders are taken into account regardless of whether settlement has been completed. The Central Registry Agency (MKK) prepares the list of eligible shareholders and amounts and gives it to the investment firm one business day before the offer starts (Art. 11(4)).

The practical consequences are significant. Shares bought after the disclosure in the hope of tendering them do not add to the tenderable amount, and sales made after the disclosure reduce it, with sales matched first against the most recently acquired shares. For a fund that trades actively or lends its shares, the reference-date holding and subsequent movements should be reconciled with the custodian before the offer starts.

The timetable

The Communiqué counts a month as thirty days (Communiqué II-26.1 Art. 5(5)). The steps are:

During the offer, the offeror discloses at the end of each trading day the number, group and nominal amount of shares bought and the number of shareholders who tendered, and at the end of the offer the totals (Art. 10(1)(f)–(g)). Tendering shareholders sell through an investment firm acting for the offeror, using the method announced in the information form, and the offeror bears brokerage and similar transaction costs (Art. 5(3)).

The minimum price

The Communiqué sets floors, not a fixed price. The offeror may offer more, but not less. The floors differ according to whether control changed directly or indirectly.

Three further rules protect the minority. Ancillary payments that can be regarded as part of the consideration for the triggering acquisition, and premiums payable after the transfer if certain conditions are met, are included in the price calculation (Art. 15(3)). SPK may require a valuation report based on the transfer date (Art. 15(4)). And, for the highest-price test, adjusted exchange prices are used for listed share groups (Art. 15(6)).

Payment is in principle in full and in cash in Turkish lira. Payment may be made wholly or partly in securities only with the shareholder’s written consent, and the securities must be of a kind traded on an exchange (Art. 5(2)). Shares of the same group must be treated equally (Art. 5(1)).

Manipulated prices are excluded

The six-month average price is only a fair floor if the market price was genuine. The Communiqué deals with this directly. Where, regarding transactions in the periods to which the daily adjusted weighted average prices relate, SPK has decided either to take action under Art. 101 or Art. 107 of the Capital Markets Law because of acts listed in Art. 107, or to recognise the existence of extraordinary developments affecting the economy or the sector, the periods on which those decisions were based are left out of the calculation. The reference period is then completed by adding the same length of time to its beginning (Communiqué II-26.1 Art. 15(5)).

The rule cuts both ways. Manipulation often inflates a price before it collapses. If an inflated period is excluded, the floor may fall; if a depressed period is excluded, it may rise. Either way, the calculation must follow SPK’s decisions, and the dates and figures in the offeror’s disclosure and the information form can be checked against them. The same mechanism applies to the squeeze-out price, as explained in the guide to trading halts, delisting and squeeze-outs on Borsa Istanbul. SPK’s powers under Art. 101 and the criminal offence in Art. 107 are explained in the guide to market manipulation under Article 107.

Price equality, interest and currency

Price equality. If, between the disclosure of the share sale agreement and the end of the offer period, the offeror or persons acting in concert buy target shares at a price higher than the offer price, the offer price is raised to at least the highest price paid. Shareholders who have already tendered are paid the difference within two business days after the offer ends. If it emerges within one year after the offer that such purchases were made and the difference was not reflected, a new offer must be made at the new price plus interest at the rate in Art. 17, and shareholders who tendered in the earlier offer are paid the difference (Communiqué II-26.1 Art. 16(1)). The highest price paid is notified to SPK and disclosed without delay (Art. 16(2)).

Interest for late offers. Where the price in the triggering transaction was set in Turkish lira and the offer does not start within two months, or within any extra time SPK granted, unless the person under the obligation is not at fault, interest is added to the offer price for each day beyond the last permitted start date at the annual TLREF rate increased by 50 per cent, calculated as simple interest (Art. 17(1)).

Foreign-currency transactions. Where the triggering price was set in foreign currency, the offer price is the Turkish lira equivalent using the higher of the Central Bank buying rate on the transfer date and on the business day before the offer starts (Art. 17(2)). For late offers in such cases, the interest rate is the annual EURIBOR rate plus 50 per cent for euro transactions and the annual LIBOR rate plus 50 per cent for US dollar transactions; if a reference rate ceases to be used, SPK designates a replacement (Art. 17(3)–(4)).

When no obligation arises

Some acquisitions of control do not trigger the obligation at all. The Communiqué lists them (Communiqué II-26.1 Art. 14(1)):

Where one of these cases arises, the person acquiring control must disclose, within two business days at the latest, the situation and the subparagraph of Art. 14(1) relied on (Art. 14(2)). That disclosure is the document to examine. If the facts do not fit the subparagraph cited, the matter can be raised with SPK.

Exemptions granted by SPK

Separately, SPK may exempt a person from the obligation on application, in the following cases (Communiqué II-26.1 Art. 18(1)):

• ▸ Rescue of a company in financial difficulty. The acquisition takes place under a change in capital structure necessary to strengthen the finances of a company in financial difficulty; SPK examines whether new funds enter the company or whether the change is necessary (Art. 18(1)(a)).
• ▸ Disposal of the excess. The part of the holding that triggered the obligation is disposed of, or a written undertaking is given to dispose of it within a period SPK finds appropriate, subject to the provision’s conditions on the non-use of the rights attached to the shares at general meetings and the absence of changes to the board after control was acquired (Art. 18(1)(b)).
• ▸ Incidental indirect control. A change of control at a parent company was not aimed at obtaining control of the listed company; SPK considers, among other things, whether the target’s effect on the parent’s total assets in its latest annual financial statements exceeds 10 per cent and whether it holds a significant place in the parent’s business (Art. 18(1)(c)).
• ▸ Privatisation. Sales of public sector shares in public companies under privatisation (Art. 18(1)(ç)).
• ▸ Special purpose acquisition companies. Control changes from mergers in which a special purpose acquisition company is the acquiring party, subject to buying back the shares of shareholders who voted against at the approving general meeting (Art. 18(1)(d)).
• ▸ Enforcement of pledged shares by banks. Shares pledged to a bank as collateral for unpaid loans pass to the bank under Capital Markets Law Art. 47(4), are transferred to a special purpose entity of which the bank is a founder, or are later bought by third parties from the bank or that entity (Art. 18(1)(e)).
• ▸ Regulatory ownership requirements. Transfers made to comply with a legal rule determining the nature of shareholding (Art. 18(1)(f)).
• ▸ Inheritance, matrimonial property and legal requirements. Acquisitions resulting from inheritance, division of an estate, matrimonial property rules or legal obligations (Art. 18(1)(g)).

The application must be made within six business days of the obligation arising. SPK grants the exemption only if it finds, after examination, that the conditions are met (Art. 18(2)). The decision is disclosed by the person concerned (Art. 10(1)(d)). If SPK refuses, the two-month period to start the offer becomes one month from the refusal, and the application to make the offer must be filed within six business days (Art. 19).

The wording of Art. 18 is permissive: SPK “may” exempt. An exemption is therefore a discretionary administrative decision, reviewable in the administrative courts like other SPK decisions.

Situations typical of a crisis

Several provisions are aimed at situations that arise when companies or their owners are under pressure:

• ▸ Distressed recapitalisations. A new investor rescuing a company may seek the financial-difficulty exemption. The exemption is framed around a change in capital structure needed to strengthen the company’s finances, and SPK examines whether new funds enter the company or whether the change is necessary (Art. 18(1)(a)).
• ▸ Enforcement of share pledges. Where controlling shareholders financed themselves with loans secured by their shares, a bank’s enforcement and later resale may be exempted under Art. 18(1)(e). The exemption requires an application and an SPK decision; it is not automatic.
• ▸ Licence revocation or transfer to the Savings Deposit Insurance Fund. Where a public company providing a public service under a concession loses its concession, or a bank’s operating licence is revoked, or shareholder rights other than dividends and the company’s management and supervision are transferred to the Savings Deposit Insurance Fund (TMSF), SPK may impose a tender offer obligation on the controlling persons found to have caused this, to protect the other shareholders (Capital Markets Law Art. 26(4); Communiqué Art. 11(5)).
• ▸ Shares under trading bans or in dispute. The brokerage agreement or the information form may not restrict the participation in the offer of shares that are subject to a trading ban, a legal dispute or another claim. If such shares are tendered, their price is blocked in an interest-bearing account until the ban ends or the dispute or claim is resolved, and is then paid with interest to the person entitled (Communiqué Art. 9(3)).
• ▸ Frozen voting rights of others. If a person gains control because other shareholders’ voting rights have been frozen, no obligation arises (Art. 14(1)(g)).

Measures against controlling shareholders in criminal cases, including seizure of shares, are discussed in the guide to freezing assets and criminal seizure in Turkey.

Consequences of non-compliance

If the offer is not completed by the latest date permitted under Arts. 13 and 19, two consequences follow:

1. 1. Automatic voting freeze. The voting rights of the persons under the obligation and of those acting in concert with them freeze automatically, without any further SPK action, from the date of the breach; the shares are disregarded in the general meeting quorum. The freeze lifts automatically on the first day after the offer is completed, subject to any contrary SPK decision (Capital Markets Law Art. 26(6); Communiqué II-26.1 Art. 13(5)).
2. 2. Administrative fine. SPK imposes an administrative fine of up to the total value of the shares subject to the offer (Capital Markets Law Art. 103(3); Communiqué Art. 13(4)).

The voting freeze matters directly to minority shareholders. A general meeting resolution adopted with frozen votes, or with frozen shares counted toward the quorum, raises questions of validity under company law. The actions available against general meeting resolutions, and their short deadlines, are explained in the guide to shareholder rights in Turkish listed companies.

SPK also controls the offer itself. If the information form proves false, misleading or incomplete after approval, or an offer is made without an information form, SPK may stop or prohibit the offer (Communiqué Art. 8(1)). Where an offer is prohibited, transactions carried out on the basis of the prohibited offer are invalid (Capital Markets Law Art. 25(2)); under the Communiqué, transactions made before the prohibition is announced remain valid unless the tendering shareholder states otherwise, while those made after the announcement are invalid (Communiqué Art. 8(3)). Where an offer is stopped, persons who tendered before the stop is announced must cancel or withdraw their acceptances (Art. 8(2)).

The information form and liability

Every offer requires an information form in the format in Annex 1 to the Communiqué, approved by SPK. SPK approves it if the information is consistent, understandable and complete according to its standards, and may require additional information (Communiqué II-26.1 Art. 7(1)). The form is signed by the offerors and the officers of the investment firm (Art. 7(2)) and, for listed targets, published on KAP and the company’s website within three business days of approval (Art. 7(3)(a)). Advertisements and announcements must be consistent with it (Art. 5(4)).

If information in the approved form proves false, misleading or incomplete, the offerors, the investment firm and those who signed the form on their behalf are responsible (Art. 7(5)). The Capital Markets Law lists the information form prepared in tender offers among the public disclosure documents for which signatories are jointly liable for losses caused by false, misleading or incomplete information (Art. 32(1)). A claim of this kind is time-barred six months after the loss occurs (Art. 32(6)). The elements of this liability are explained in the guide to prospectus and disclosure liability under Articles 10 and 32.

The offeror must ensure before publishing the form that it can pay for all shares at the end of the offer. SPK may require payment to be guaranteed by a bank resident in Turkey or a third legal person; in that case the guarantee must allow any accepting shareholder to claim compensation and/or performance from the guarantor if the offeror cannot pay (Art. 6).

Voluntary and competing offers

Anyone may make a voluntary offer for all or part of a public company’s shares. For a partial offer, if more shares are tendered than sought, the offer is settled pro rata so that tendering shareholders are treated equally (Communiqué II-26.1 Art. 20(1)). The rules that matter most to a holder evaluating an offer are:

• ▸ Offer period. Not less than ten and not more than twenty business days, starting within six business days of SPK’s approval of the information form (Art. 20(6)–(7)). On the target’s application, SPK may extend the period by up to thirty business days so that the target can call a general meeting to consider the offer (Art. 20(3)).
• ▸ Withdrawal before the start. The offeror may abandon the offer until the actual offer starts, with public disclosure (Art. 20(2)).
• ▸ Funding. The first public announcement must state the amount of funds set aside and their source (Art. 20(5)).
• ▸ Target board report. The target’s board must prepare a reasoned report giving its opinion on the offer, including on the offeror’s strategic plans and their likely effects on the company’s areas and places of activity and on employment, and disclose it at the latest one business day before the offer starts (Art. 21(1)).
• ▸ Price increases. The offeror may raise the price or widen a partial offer up to one business day before the offer period ends; shareholders who already tendered receive the difference within two business days after the offer ends; and the period is extended by two weeks, during which no further change may be made (Art. 22).
• ▸ Competing offers. A third party may make a competing offer during the first offer’s period. The first offer’s period may be extended on request to the end of the competing offer’s period, and shareholders who accepted the first offer may withdraw their acceptance if they accepted before the competing offer’s information form was published and the share transfer has not yet taken place (Art. 23).

A voluntary offer to all shareholders for all their shares that results in control removes the need for a later mandatory offer (Art. 14(1)(a)). Minority holders should therefore treat such an offer as the exit on a change of control: there will be no second offer at a later stage.

From tender offer to squeeze-out

A tender offer can be the step before a squeeze-out. Where the shares held after a tender offer or otherwise reach 98 per cent of the voting rights, a squeeze-out right arises for the dominant shareholder and a sell-out right for the minority (Capital Markets Law Art. 27; Communiqué II-27.3 Arts. 3(1)(c) and 4(1)). If control is acquired at the same time as the squeeze-out and sell-out rights arise, no separate tender offer obligation arises (Communiqué II-26.1 Art. 14(1)(e)); instead, the squeeze-out price is set at no less than the mandatory tender offer price (Communiqué II-27.3 Art. 6(2)(a)(2)). A holder that does not tender in an offer that takes the offeror close to 98 per cent should plan for the sell-out period, which is a two-month forfeiture period. The procedure is explained in the guide to trading halts, delisting and squeeze-outs.

What a minority shareholder can do

Enforcement of the tender offer rules rests mainly with SPK. A minority shareholder’s tools are the following:

1. 1. Apply to SPK. The Communiqué provides for SPK to determine of its own motion that the obligation has arisen, with the six-business-day application period then running from notification of its decision (Art. 13(1)). A reasoned application with documents gives SPK the facts to act on.
2. 2. Challenge SPK decisions. An exemption, a decision that no obligation arose, or the approval of an information form is an administrative act. Annulment actions may be brought by those whose interests are violated (Administrative Procedure Law Art. 2(1)(a)) within sixty days, running from written notification (Art. 7(1)–(2)). A minority shareholder is not usually notified, so the timing should be assessed as soon as the decision becomes known; the safest course is to act within sixty days of its publication or disclosure. The guide to suing SPK in the administrative courts explains these actions.
3. 3. Use the voting freeze. Where votes should have been frozen, check general meeting minutes and consider an action against resolutions that depended on them, within the company law deadlines.
4. 4. Claim for a misleading information form. Losses caused by false, misleading or incomplete information in the approved form can be claimed from the offerors, the investment firm and the signatories, jointly, within six months of the loss (Capital Markets Law Art. 32(1) and (6); Communiqué Art. 7(5)).
5. 5. Claim the price difference. Where the offeror paid more than the offer price during the relevant period, the difference is owed to shareholders who tendered (Communiqué Art. 16(1)). Where a guarantee was required, an accepting shareholder can claim from the guarantor if the offeror does not pay (Art. 6(2)).
6. 6. Consider tort claims. A person who causes loss to another by a culpable and unlawful act must compensate it (Code of Obligations Art. 49(1)). Whether a minority shareholder may claim damages directly from a person who failed to make a mandatory offer is not settled in the text of the Law or the Communiqué; such a claim requires careful assessment of the loss, for example the difference between the minimum offer price and the price at which the holder could later sell.

The limitation period for tort claims is two years from knowledge of the loss and the person liable, and in any case ten years from the act, unless the act is a crime with a longer limitation period (Code of Obligations Art. 72(1)). The guide to limitation periods for investor claims sets the periods out together.

Points for institutional investors

• ▸ Monitor control movements. Shareholding notifications, block trades, shareholder agreements and board changes disclosed on KAP are the signals. A new party nominating board members or a shareholder approaching 50 per cent warrants attention.
• ▸ Fix the reference date. Eligibility depends on the holding at the disclosure date. Record the position on that date, avoid sales that would reduce the tenderable amount and check with the custodian how any shares on loan at that date are treated (Communiqué II-26.1 Art. 11(4)).
• ▸ Check the price. Recalculate the six-month average and the highest price paid; check that ancillary payments are included and that periods covered by SPK manipulation decisions are excluded (Art. 15).
• ▸ Read the board report. In a voluntary offer, the target board’s report on the offeror’s plans is published at least one business day before the offer starts (Art. 21).
• ▸ Instruct custodians in time. Offer periods are short. Global custodians and local sub-custodians need clear instructions on tendering through the offeror’s investment firm before the deadline.
• ▸ Watch exemption decisions. An exemption removes the exit. Where one is granted in a contested case, the sixty-day administrative time limit is the constraint.
• ▸ Look behind nominal holders. Where a manipulation investigation suggests coordinated buying, consider whether the persons involved were acting in concert toward control.

Action plan

1. 1. Establish the facts. Collect the KAP disclosures on the acquisition, the shareholding notifications, board changes and any shareholder agreement, and determine which control test applies.
2. 2. Identify the offeror’s position. Check whether the acquirer has disclosed that the obligation arose, that no obligation arose under a subparagraph of Art. 14(1), or that it will seek an exemption under Art. 18.
3. 3. Diarise the deadlines. Six business days for the application, two months for the start of the offer, ten to twenty business days for the offer period, and sixty days for any administrative challenge.
4. 4. Reconcile holdings. Confirm the holding at the disclosure date with the custodian and freeze unnecessary movements in the position.
5. 5. Test the price. Recompute the minimum price, including the manipulation exclusion and price equality, and compare it with the information form.
6. 6. Decide and act. Tender, hold, or apply to SPK; where an exemption or another SPK decision is unlawful, file in the administrative court in time.
7. 7. Preserve claims. Keep the information form and announcements; if information proves misleading, observe the six-month period under Art. 32(6).

Time limits

Frequently asked questions

When is a mandatory tender offer required in Turkey?

When a person, alone or with persons acting in concert, directly or indirectly, acquires shares or voting rights giving management control of a public company (Capital Markets Law Art. 26(1); Communiqué II-26.1 Art. 11(1)).

What counts as control?

More than 50 per cent of the voting rights, or privileged shares giving the right to elect or nominate a majority of the board (Capital Markets Law Art. 26(2); Communiqué Art. 12(1)).

Can control be acquired without buying shares?

Yes. Taking control through private written agreements among shareholders also triggers the obligation (Communiqué Art. 11(2); Capital Markets Law Art. 26(3)), unless the general meeting approves the agreements and dissenters receive an exit right (Communiqué Art. 14(1)(b)).

Who can sell in a mandatory offer?

Shareholders who held shares on the date the acquisition of control was disclosed, for the shares they still hold, calculated on a last-in, first-out basis; MKK prepares the list (Capital Markets Law Art. 26(1); Communiqué Art. 11(3)–(4)).

Can I buy shares after the announcement and tender them?

No. Only holdings at the disclosure date qualify (Capital Markets Law Art. 26(1)).

How is the minimum price calculated?

For a direct change of control in a listed company, it may not be lower than the six-month average of daily adjusted weighted average prices before the disclosure or the highest price paid by the offeror or persons acting in concert in the six months before the obligation arose (Communiqué Art. 15(1)(a)).

What happens to the price if the share was manipulated?

Periods on which SPK based action under Art. 101 or Art. 107 for manipulation are excluded and the reference period is extended backwards (Communiqué Art. 15(5)).

How long does a mandatory offer stay open?

Between ten and twenty business days (Communiqué Art. 13(3)).

Must the offer be paid in cash?

In principle yes, in Turkish lira; securities may be used only with the shareholder’s written consent and must be exchange-traded (Communiqué Art. 5(2)).

What if the buyer does not make the offer?

Its voting rights and those of persons acting in concert freeze automatically, and SPK may fine it up to the total value of the shares that should have been covered (Capital Markets Law Arts. 26(6) and 103(3)).

Can SPK exempt the buyer?

Yes, on application within six business days, in the cases listed in Communiqué Art. 18(1), such as a necessary recapitalisation of a company in financial difficulty or bank enforcement of pledged shares.

Can a minority shareholder challenge an exemption?

An exemption is an SPK decision and may be challenged in the administrative courts by those whose interests are violated, within sixty days (Administrative Procedure Law Arts. 2(1)(a) and 7).

What if the offeror later pays more to someone else?

If the offeror or persons acting in concert buy at a higher price between the disclosure and the end of the offer, the offer price is raised and earlier sellers receive the difference (Communiqué Art. 16(1)).

Can I tender shares that are subject to a dispute or trading ban?

Their participation cannot be restricted; their price is held in an interest-bearing blocked account until the ban ends or the dispute is resolved (Communiqué Art. 9(3)).

Who is liable for a misleading offer document?

The offerors, the investment firm and the signatories, jointly; the claim is time-barred six months after the loss (Communiqué Art. 7(5); Capital Markets Law Art. 32(1) and (6)).

Is there a second offer after a voluntary offer for all shares?

No. If control is acquired following a voluntary offer to all shareholders for all their shares, no mandatory offer obligation arises (Communiqué Art. 14(1)(a)).

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series
• Capital Increases and Dilution in Turkish Listed Companies
• Trading Halts, Watchlist Market and Delisting on Borsa Istanbul
• Shareholder Rights in Turkish Listed Companies
• Continuous Disclosure in Turkey: Communiqué II-15.1
• Market Manipulation under Turkish Law: Article 107
• Concealed Profit Transfer in Turkey
• Prospectus and Disclosure Liability in Turkey
• Suing SPK in the Administrative Courts
• Freezing Assets in Turkey for Investor Claims
• Limitation Periods for Investor Claims in Turkey