QVT Financial Sends Letter to Galatasaray Sportif Demanding it Adhere to CMB Directives
By Qvt Financial Lp, PRNEMonday, March 22, 2010
ISTANBUL and LONDON and NEW YORK, March 23, 2010 - — CMB Directs Sportif to Disclose Plan for Repayment of Outstanding
Loans and to Rectify Proposed Improper Use of Assets in Financing Tender
Offer –
QVT Financial LP ("QVT") today commented on the response issued by the
Capital Markets Board of Turkey ("CMB") in relation to QVT's petition to halt
the coercive tender offer for shares of Galatasaray Sportif Sinai ve Ticari
Yatirimlar A.S. ("Sportif") by its majority shareholder, Galatasaray Spor ve
Futbol Isletmeciligi Ticaret A.S. ("Futbol"). QVT Fund LP, QVT's flagship
fund, is the largest minority shareholder in Sportif, currently holding
approximately 17.7 percent of the public stock.
In its response dated March 22, 2010, the CMB ordered Sportif to disclose
the steps it has taken and will take to collect the more than TRY 343
million in outstanding related-company loans extended by Sportif to Futbol
and other related parties. The CMB, in a previous decision on this matter,
has ordered these loans to be repaid by March 28, 2010, only five days from
today.
The CMB also notified Sportif that it must act in full compliance with
its Articles of Association in the financing of the tender offer; it did not,
however, suspend the tender offer. As laid out in Sportif's disclosures on
March 12, 2010, and in contravention of Sportif's Articles of Association,
certain assets of Sportif would be used improperly as collateral for the
US$70 million loan obtained by Futbol to finance its tender offer. Thus, in
light of the CMB's determination, it is unclear if the financing remains
available for the proposed tender offer.
QVT has sent a letter to Sportif demanding that Sportif make a full and
fair disclosure of how it intends to comply with CMB's decision, both in
relation to the outstanding loans and to the proposed improper use of assets.
Dan Gold, Chief Executive Officer of QVT commented, "We are gratified
that the CMB has taken steps to address two egregious elements of the tender
offer by ordering Sportif to disclose how it will secure full repayment of
its loans to Futbol and other related parties and to ensure that the tender
offer not be funded by the Company's assets. While we are disappointed that
the CMB did not formally suspend the tender offer, it is clear that its
directives must be fully and fairly addressed before the tender offer or any
proposed merger can be finally consummated by the Sportif. Accordingly, we
have urged that the tender offer be suspended pending the Sportif's response
to the CMB's order."
An unofficial translation of the CMB decision and the letter sent by QVT
to Sportif follow :
UNOFFICIAL TRANSLATION
REPUBLIC OF TURKEY PRIME MINISTRY Capital Markets Board March 22, 2010 Number: B.02.1.SPK.0.13-366 Subject: On Galatasaray Sportif Sinai ve Ticari Yatirimlar A.S. Att. Dr. Ismail G. ESIN (Esin Law Firm) Maya Akar Center Buyukdere Cad, No: 100-102 Kat: 19, 34394, Esentepe - ISTANBUL Re: Your petition dated March 18, 2010
With your above given petition, you have briefly claimed and requested,
among others, that the voluntary tender offer made by Galatasaray Spor ve
Futbol Isletmeciligi Ticaret A.S. ("Futbol A.S."), which aims to provide the
investors of Galatasaray Sportif Sinai ve Ticari Yatirimlar A.S. ("Sportif
A.S." — "Company") holding 37, 05% of its public shares with the right to
quit the shareholdership prior to the prospective merger planned to take
place between Futbol A.S. and Sportif A.S., be suspended.
In our Board's meeting dated March 19, 2010 and numbered 6/239, our Board
has decided, among other issues, the following with respect to your petition
referred to above:
1 - There is no need to suspend the tender process since an application
for merger, and examination thereof, will be made subsequent to the tender
offer.
2 - The Company shall be notified that it must announce the steps it has
taken and it will take as regards the collection of its receivables from its
related-parties taking into consideration that the adoption process set forth
by our Board's decision dated March 28, 2008 and numbered 9/412, which
governs the criteria to be followed by the publicly-held, or to be held,
partnerships whose subject of activity is sportive activities, or the
management of the funds earned from these activities, ends on March 28, 2010.
3 - The Company shall be notified that it must act in full compliance
with its articles of association and should not breach the articles of
association in the financing of the tender offer.
Submitted for your information.
Bircan AKPINAR
Head of the Partnerships Financing Department
UNOFFICIAL TRANSLATION
Maya Akar Center Buyukdere Cad. No. 100 Kat: 19 Esentepe 34394 Istanbul Tel: +90(212)376-64-00 Fax: +90(212)376-64-64 The Board of Directors Galatasaray Sportif Sinai ve Ticari Yatirimlar A.S. Fulya Mah. Akinci Bayiri Sok. No:8 K:6 Mecidiyekoy/Istanbul Copy to: 1) Galatasaray Spor ve Futbol Isletmeciligi Ticaret A.S. 2) Galatasaray Spor Kulubu Dernegi
March 23, 2010
Dear Members of the Board of Directors:
I write on behalf of my client, QVT Fund LP ("QVT") with respect to the
March 19, 2010 decision of the Capital Markets Board ("CMB") relating to
Galatasaray Sportif Sinai ve Ticari Yatirimlar A.S. ("Sportif" or the
"Company"). In particular, that decision requires that:
- Sportif must disclose the steps it has taken and will take to comply with the CMB Principle Decision, dated March 28, 2008 (the "CMB Principal Decision"), regarding the repayment of the more than TRY 343 million in related-party loans by March 28, 2010; and - Sportif must act in full compliance with its Articles of Association, including with respect to the financing of the tender offer.
We note that Sportif has transferred to Galatasaray Spor ve Futbol
Isletmeciligi Ticaret A.S. ("Football Co.") and other related parties such as
Galatasaray Spor Kulubu Dernegi ("Club") more than TRY 343 million in
unsecured loans. Although only five days remain until maturity, Sportif has
not yet arranged for repayment of the loans extended to its affiliated
companies, despite a deadline of March 28, 2010 imposed by the CMB Principle
Decision, aimed at preventing the abuse of related-party lending. Moreover,
on August 13, 2009, Sportif issued two public announcements confirming that
the Company had reached an agreement with the Football Co. and other related
entities to ensure the repayment of the outstanding loans in accordance with
the CMB Principle Decision. Despite the CMB Principle Decision and the
commitment of the Company to comply with the same, to date, the loans remain
unpaid. We assume that it is not the members of your esteemed Board of
Directors' intention to mislead the shareholders of the Company with the said
disclosure of August 13, 2009. If our assumption is correct, pursuant to the
decision issued by the CMB, we hereby demand that Sportif obtain immediate
repayment of such loans, or at least make full and fair disclosure to the
market regarding how it will secure repayment by the CMB-mandated deadline of
March 28, 2010 of the more than TRY 343 million in related-party loans.
As laid out in the Company's disclosures on March 12, 2010, certain
assets of Sportif would be used improperly as collateral for the USD70
million loan obtained by Football Co. to finance the tender offer. This
clearly contravenes Article 4 of the Articles of Association of Sportif.
These agreements to use the assets of the Sportif are ultra vires actions
taken by the Board of Sportif that are outside the scope of their enumerated
powers under the Articles of Association (which do not contemplate the
authority to extend any form of loan or secure third-party loans on the
Sportif's assets). This clearly violates the Articles of Association and
accordingly the Sportif is not in full compliance with the decision issued by
the CMB.
If it is not possible for Football Co. to finance the tender offer
without offering lenders a security interest in the assets of Sportif, we
believe that the CMB's decision effectively requires the prompt suspension of
the tender offer. Even if Football Co. is able to obtain the financing
required to pay for tendered shares without pledging the assets of Sportif,
we believe that Football Co. must extend the tender offer to allow the market
sufficient time to evaluate your response. Proceeding with the tender offer
without providing such additional disclosure and time would be a breach of
Sportif's obligation to provide minority shareholders with adequate
disclosure to make an investment decision and would be coercive and
fraudulent, and as such, we demand that Sportif comply with the CMB's
requirements. In our view, in order to allow shareholders to make an informed
decision regarding their potential participation in the tender, any such
extension should run through at least next Tuesday, March 30, 2010, so that
minority shareholders will know whether Football Co. has repaid the loans by
the March 28, 2010 CMB-mandated deadline.
QVT is committed in good faith to working toward a constructive solution
that is fair and equitable for all shareholders. Toward that end, QVT is
willing to meet to discuss these issues at your earliest convenience. If you
refuse to work with QVT toward a solution that takes into account the
interests of all shareholders, QVT will consider all options at its disposal,
including pursuing legal remedies against Football Co., Sportif and their
directors, for their misleading public disclosures and the damages they will
have caused minority shareholders through this coercive tender scheme.
With regards,
Dr. Ismail G. Esin
UNOFFICIAL TRANSLATION
Media Contacts: UK Jo Sheldon Edelman +44(0)20-3047-2180 US Nina Devlin Edelman +1-212-704-8145 Turkey Zehra Gungor Stage PR +90-212-278-11-13
UK: Jo Sheldon, +44(0)20-3047-2180, US: Nina Devlin, +1-212-704-8145, both of Edelman; or Turkey: Zehra Gungor of Stage PR, +90-212-278-11-13, all for QVT Financial LP
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