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SPK freezes voting rights over Tera Yatırım Holding’s mandatory offer
The Capital Markets Board froze, effective September 16, 2026, the voting rights of Tera Yatırım Holding and related entities after they acquired the Class A preferred shares of Peker Gayrimenkul Yatırım Ortaklığı AŞ, with a nominal value of 314,754,719.80 lira, and gained management control.
The Capital Markets Board froze the voting rights of various entities because Tera Yatırım Holding AŞ, which acquired the Class A preferred shares of Peker Gayrimenkul Yatırım Ortaklığı AŞ and gained management control of the company, failed to fulfill its mandatory tender offer obligation.
Under the SPK’s decision, Tera Yatırım Holding acquired all of Peker GYO’s Class A preferred shares, with a nominal value of 314,754,719.80 lira. After Tera Yatırım Holding gained management control of the company through this transaction and failed to make a mandatory tender offer, the voting rights of the relevant entities automatically froze effective September 16, 2026.
Entities whose voting rights were frozen
The decision covered Tera Yatırım Holding AŞ, as well as Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ and four funds. The funds whose voting rights were frozen are as follows:
- Tera Portföy Dördüncü Hisse Senedi Serbest (TL) Fon
- Tera Portföy Üçüncü Hisse Senedi Serbest (TL) Fon
- Tera Portföy Birinci Serbest Fon
- Tera Portföy Algoritmik Stratejiler Serbest Fon
- Tera Portföy Hisse Senedi (TL) Fonu
The SPK also decided to lift the freeze on the voting rights of Tera Portföy Dördüncü Hisse Senedi Serbest (TL) Fon, Tera Portföy Üçüncü Hisse Senedi Serbest (TL) Fon, Tera Portföy Birinci Serbest Fon and Tera Portföy Hisse Senedi (TL) Fonu, whose liquidation had previously been ordered. The decision also required notification to the Ministry of Trade and the Central Registry Agency.
Restrictions on trading the shares
The SPK decided that the shares owned by Tera Yatırım Holding AŞ, Tera Yatırım Menkul Değerler AŞ, Tera Portföy Yönetimi AŞ and Tera Portföy Algoritmik Stratejiler Serbest Fon, whose voting rights were frozen, would be classified as shares that cannot be traded on the exchange until the mandatory tender offer obligation is fulfilled.
The status, which will be notified to the Central Registry Agency, will also apply to those who acquire the shares in question outside the exchange. The frozen voting rights will also not be taken into account when calculating the quorum for general assembly meetings.
When will the voting rights be unfrozen?
The Board decided that, unless it rules otherwise, the voting rights will be unfrozen automatically on the first day after completion of the mandatory tender offer process, without any further action being required.
The SPK also ordered that investors who were company shareholders on the date when Tera Yatırım Holding AŞ’s acquisition of Peker GYO shares was disclosed to the public be informed because the mandatory tender offer obligation had not been fulfilled. These investors may take legal action against Tera Yatırım Holding AŞ to seek compensation for any losses they may have incurred.
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