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- Art 19.
- (Repealed, Official Gazette issue No 51 of 1994).
- Art 20.
-
- (1)
- (Amended, Official Gazette issue No 51 of 1994 and issue No 89 of 1997) The method for the sale of any shares or interests shall be determined by a decision of the competent authority pursuant to Art 3.
- (2)
- (Added, Official Gazette issue No 89 of 1997) In case the sale is carried out through direct negotiations, with the decision pursuant to Para 1 as referred to Art 3 shall set the terms and the conditions for the deposition of offers.
- (3)
- (Supplemented, Official Gazette issue No 51 of 1994, renumbered, issue No 89 of 1997) Any decision pursuant to Para 1 shall be published in the Official Gazette and in at least two national dailies.
- Art 21.
-
- (1)
- (Amended, Official Gazette issue No 51 of 1994, issue No 45 of 1996, issue No 89 of 1997 and issue No 39 of 1998) For commercial companies with more than 50 per cent state or municipal participation, upon adoption of any decision on privatization, the conduct of any transactions for disposition of the assets of the company concerned, conclusion of any contracts for participating interest, for rent, joint business, securing of receivables and conclusion of credit contracts shall be prohibited unless permitted by the competent authority pursuant to Art 3.
- (2)
- (Added, Official Gazette, issue No 109 of 1995, amended, issue No 45 of 1996) Upon adoption of any decision on privatization, the privatizing enterprise concerned may not be transformed or dissolved without permission of the competent authority pursuant to Art 3 except upon adjudication in bankruptcy.
- (3)
- (Added, Official Gazette, issue No 45 of 1996; repealed, issue No 39 of 1998)
- Art 22.
-
- (1)
- In the event of privatization of any state-owned and municipal-owned enterprise which has been transformed into a joint-stock company, any person pursuant to Art 5, Para 2 shall be entitled to purchase on concession terms no more than 20 per cent of the shares which belong to the state or the municipalities.
- (2)
- The shares shall be sold at a price equal to 50 per cent of the price of the shares calculated according to a procedure established by the Council of Ministers.
- (3)
- (Amended, Official Gazette issue No 51 of 1994) The total amount of the discount whereat a single person may purchase shares on preferential terms shall not exceed the sum total of the gross wages which said person has drawn in the privatizing enterprise during the last twenty-four months.
- (4)
- (Amended, Official Gazette issue No 51 of 1994) The gross wages pursuant to the preceding Paragraph shall be adjusted for any changes in the applicable consumer price index by the date of the commencement of the sale of shares. Said amount may not be smaller than the national average wage for the last twenty-four months.
- (5)
- (Supplemented, Official Gazette issue No 51 of 1994; amended, issue No 89 of 1997) The right to preferential purchase of shares shall be exercisable within three months after the commencement of the sale of shares. Any shares allocated to this end and unsold within this time limit shall be sold according to the standard procedure. Any shares sold according to the procedure established by Para 1 shall be registered.
- (6)
- (Repealed, Official Gazette issue No 51 of 1994).
- Art 23.
-
- (1)
- In the event of privatization of any state-owned or municipal-owned enterprise which has been transformed into a limited-liability company, any number of persons pursuant to Art 5, Para 2 shall be entitled to purchase on concession terms a joint interest amounting to no more than 20 per cent of the capital of the company. Said persons shall declare which of them wish to acquire a joint interest in the limited-liability company.
- (2)
- (Amended, Official Gazette issue No 51 of 1994) The size of the interest pursuant to Para 1, the methods of disposition thereof and the individual contributions shall be determined at a meeting of the persons wishing to participate in the acquisition of a joint interest. Any such purchase of interests shall be carried out according to the procedure established by Art 22, Para 5.
- (3)
- Any interest pursuant to Para 1 shall be sold at a price equal to 50 per cent of the price calculated according to a procedure established by the Council of Ministers.
- (4)
- The total amount of the discount at which an interest may be purchased on preferential terms shall not exceed the sum total of the gross wages of the persons pursuant to Para 2, as calculated by the method indicated in Art 22, Paras 3 and 4.
- Art 23 A.
- (Added, Official Gazette issue No 51 of 1994, amended, issue No 109 of 1995, repealed, issue No 39 of 1998)
- Art 23 B.
- (Added, Official Gazette issue No 109 of 1995, repealed, issue No 39 of 1998)
- Art 24.
- The terms whereon and the procedure whereby persons pursuant to Art 5, Para 2, shall have the right to acquire shares or interests held by the state or the municipalities on concession terms shall be established by the Council of Ministers.
- Art 25.
-
(Amended, Official Gazette issues No 51 of 1994, issue No 109 of 1995, issue No 45 of 1996, issue No 89 of 1997, and issue No 39 of 1998)
- (1)
-
Any shares held by the state or the municipalities may be sold by:
- 1.
- public offering of shares;
- 2.
- public auction of blocks of shares;
- 3.
- public competitive bidding by invited tenders;
- 4.
- negotiated direct placement with potential buyers;
- 5.
- (Added, Official Gazette issue No 39 of 1998) centralized public offerings.
- (2)
-
Any interests held by the state or the municipalities in any limited-liability company may be sold by:
- 1.
- public auction;
- 2.
- public competitive bidding by invited tenders;
- 3.
- negotiated direct placement with potential buyers.
- (3)
-
(Amended, Official Gazette issues No 89 of 1997 and issue No 39 of 1998) Where the buyer determined pursuant to Paras 1 and 2 is a juristic person wherein the partners, shareholders or co-operative members are employees only, or managers and controllers without a labour contract, or supervisors, or members of boards of directors, or of managing or supervisory boards, or persons as stipulated by Art 5, Para 2 herein, of the company which is being privatized, as well as persons whose inventions have been introduced by and used by the respective company, said buyer shall have the right to acquire the shares or interests therein by paying the price in installments subject to the following conditions:
- 1.
- the down payment which must be effected upon conclusion of the contract is 10 per cent of the price;
- 2.
- the maximum collection period is ten years, with a grace period of one year, whereas these terms may be shorted with the agreement of the buyer;
- 3.
- the amount of the unpaid balance shall not be increased during the grace period. After the expiry of the grace period the outstanding amount shall be increased by 50 per cent of the base interest rate for the respective period, as of the date when the contract had been signed. This period shall be determined in the contract and may not be longer than 4 years.
- 4.
- (Added, Official Gazette issue No 39 of 1998) the buyer shall not be allowed to transfer the shares or the stakes of the privatized commercial company without the permission of the seller until the payment of the full price;
- 5.
- (Added, Official Gazette issue No 39 of 1998) no person shall be allowed to own directly or through connected persons more than 1/3 of the capital of the juristic person.
- (4)
-
(Amended, Official Gazette, issue No 45 of 1996, issue No 89 of 1997 and issue No 39 of 1998) In the instances of Para 3, the delayed payment shall be applicable subject to the condition that at least 20 per cent of the workers and the employees of the enterprise which is subject to privatization shall be among the partners of the juristic person pursuant to Para 3 by the time of the constitution of the said juristic person, and that the enterprise which is subject to privatization is not included in the list pursuant to Art 2, Para 10. The company pursuant to Para 3 shall not issue bearer bonds or registered non-voting shares. The right to a delayed payment shall be suspended immediately after more than 1/3 of the shares or the stakes of the juristic person pursuant to Para 3 are transferred to any other persons with the exception of those pursuant to Art 5, Para 2.
- 1.
- (Added, Official Gazette, issue No 45 of 1996; repealed, issue No 89 of 1998);
- 2.
- (Added, Official Gazette, issue No 45 of 1996; repealed, issue No 89 of 1998);
- (5)
- (Renumbered, Official Gazette issue No 45 of 1996, amended, issue No 89 of 1997 and issue No 39 of 1998) In the cases pursuant to Para 3, the payment of the outstanding portion of the price must be collateralized. The establishment and the suspension of a collateral shall be freed from state dues.
- (6)
- (Renumbered, Official Gazette issue No 45 of 1996; amended issue No 89 of 1997) The authorities pursuant to Art 3 outside the Agency for Privatization may not sell shares owned by the state by means of a public offering except with the approval of the Agency for Privatization.
- (7)
- (Renumbered, Official Gazette issue No 45 of 1996; repealed issue No 89 of 1998).
- (8)
- (Added, Official Gazette issue No 39 of 1998) The procedures for the organization and the conduct of centralized public offerings for the sale of shares shall be determined by the Council of Ministers.
- (9)
- (Added, Official Gazette issue No 39 of 1998) In case of sales pursuant to Para 1, Item 5, the conditions pursuant to Para 3 shall not be applicable.
- Art 26.
-
(Amended, Official Gazette issue No 51 of 1994)
- (1)
- Where any state-owned or municipal-owned interests or shares are sold, several of the methods listed above may be employed. The sale may be conducted in several stages.
- (2)
- (Amended, Official Gazette issue No 51 of 1994) Where any state-owned or municipal-owned shares are sold, the capital may be simultaneously increased in compliance with the provisions of the Commercial Code.
- Art 27.
- (Supplemented, Official Gazette issue No 51 of 1994, amended issue 89 of 1997)
The initial selling price of the shares at the beginning of negotiations with potential buyers shall be determined on the basis of a valuation of the assets of the enterprise.
- Art 28.
- The Council of Ministers shall determine the information which must be disclosed to any potential buyer in the sale of interests or shares in any transformed enterprise.
- Art 29.
-
- (1)
- (Repealed Official Gazette, issue No 89 of 1998).
- (2)
- (Renumbered and supplemented, Official Gazette issue No 51 of 1994, amended issue No 89 of 1997) Any creditor of any privatized enterprise may acquire interests or shares therein in exchange for the debt of said enterprise under terms and according to a procedure established by the Council of Ministers.
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