The Capital Markets Board (SPK) has published its decisions regarding Tera Yatırım Holding AŞ, which acquired management control of Peker Gayrimenkul Yatırım Ortaklığı AŞ. The Board announced that the voting rights of Tera Yatırım Holding and certain related entities have been frozen due to the failure to fulfill the mandatory tender offer obligation.
According to the SPK statement, Tera Yatırım Holding acquired all of the 314 million 754 thousand 719.80 Turkish Lira nominal value A-group privileged shares of Peker GYO, thereby obtaining management control of the company. However, the mandatory tender offer obligation that arose following this transaction was not fulfilled.
In this context, it was stated that the voting rights held by Tera Yatırım Holding AŞ, as well as Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ, and certain Tera Portföy funds, were automatically frozen as of September 16, 2026.
The Board also decided to unfreeze the frozen voting rights belonging to certain Tera Portföy funds that had previously been decided to be liquidated, and to notify the Ministry of Trade and the Central Securities Depository (MKK) of this situation.
According to the SPK decision, the shares held by Tera Yatırım Holding AŞ, Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ, and the Tera Portföy Algoritmik Stratejiler Serbest Fon, whose voting rights have been frozen, will be placed in the status of shares that cannot be traded on the stock exchange until the tender offer obligation is completed. It was reported that this status will also apply to persons who acquire these shares outside the stock exchange.
The frozen voting rights will not be taken into account in the quorum for general assembly meetings. The SPK noted that, unless a new decision is taken to the contrary, the voting rights will be unfrozen on the first day following the completion of the mandatory tender offer process, without the need for any additional action.
The Board also ruled that investors who were shareholders of the company on the date when Tera Yatırım Holding's acquisition of Peker GYO shares was publicly disclosed should be informed that they may pursue legal action against Tera Yatırım Holding AŞ for the compensation of any damages they may have incurred.
News Source: 12punto
