CMB's decision to make a compulsory share purchase offer to Tera Yatırım: Voting rights were frozen, transaction restrictions were imposed on shares

In its bulletin dated October 19, 2026, the Capital Markets Board announced that the mandatory takeover bid obligation arising from Tera Yatırım Holding AŞ's acquisition of management control in Peker Gayrimenkul Yatırım Ortaklığı AŞ was not fulfilled.

In the CMB decision, it was stated that Tera Yatırım Holding AŞ took over all Group A privileged shares of Peker GYO with a nominal value of 314 million 754 thousand 719.80 lira, and as a result of this transaction, it gained management control of the company. It was noted that the mandatory takeover offer was announced to be carried out between 16-29 September 2026, but the obligation was not fulfilled.

VOTING RIGHTS ARE FROZEN

The Board decided that the voting rights of Tera Yatırım Holding AŞ, Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ and various Tera Portföy funds are automatically frozen as of September 16, 2026. It was decided that the frozen voting rights of some Tera Portfolio funds, which had previously been decided to be liquidated, would be resolved.

It was reported that the shares of Tera Yatırım Holding, Tera Yatırım Menkul Değerler, Tera Portföy Yönetimi and Tera Portföy Algorithmic Strategies Hedge Fund, subject to frozen voting rights, will not be taken into account in the quorum of the general assembly meeting. It was stated that these voting rights will be resolved automatically on the first day following the completion of the mandatory takeover bid, unless the Board decides otherwise.

TRADING RESTRICTIONS FOR SHARES AT BORSA ISTANBUL

CMB also decided that the shares owned by the companies and funds in question, whose voting rights have been frozen, will be given the status of shares that cannot be traded on Borsa Istanbul until the mandatory takeover bid obligation is fulfilled. It was reported that this status will also be valid for people who will purchase the shares in question outside the Stock Exchange.

The Board also decided to inform the shareholders who were shareholders on the date when it was announced to the public that Tera Yatırım Holding had taken over Peker GYO shares, that they could take legal action against Tera Yatırım Holding AŞ for compensation for the damages they suffered, if any.