QVT Financial Sends Letter to Galatasaray Sportif Demanding it Adhere to CMB Directives

ISTANBUL and LONDON and NEW YORK, March 23 /PRNewswire/ -- 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.  Aslaid 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:

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

    
    
    
    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

SOURCE QVT Financial LP

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