Serial: I, No: 40 “The Communiqué On Principals Regarding Registration And Sales Of Shares With The Capital Markets Board” Has Been Amended

June 2011
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The Capital Markets Board of Turkey (“Board”) has amended the “The Communiqué on Principals Regarding Registration and Sales of Shares with the Board, Serial: I, No: 40” (“Communiqué”). The communiqué Serial: I, No: 43 amending the Communiqué has been announced in the Official Gazette numbered 27960, on June 10, 2011.

It should be noted that under the Capital Markets Law of Turkey shares to be offered to the public are required to register with the Board and if the number of shareholders exceed 250, the shares of a corporation deemed to be offered to the public or floating on the stock market automatically. The Communiqué regulates the principles regarding the registration of shares which the companies deemed as public because of the number of shareholders exceeding 250, registration of shares with the Board that the companies already held or issued through capital increase , as well as the public offering and sale of such shares. The Communiqué also sets forth the principles regarding sale to the qualified investment managers or financial advisers, and private placement of shares of the public companies and the companies which will be listed on the secondary market- emerging companies market (“ECM”), pre-placement, offering circular in short all principles regarding the public offering.

As mentioned above the Communiqué has been amended by the communiqué Serial: I, No: 43 and you may find below the new principles set out after such amendment.

The title of Article 8 which regulates the shares registered with Capital Markets Board but not being traded in the Istanbul Stock Exchange (“ISE”) has been replaced with a new title as “Proceedings to be carried out to allow eligibility for shares to be listed in the Stock Exchange as trading shares”.

Article 8/1 has also been amended and with the new stipulation; the companies traded on the secondary market -ECM have been included in the article therefore the shares listed in the ECM can be converted to enable them eligible for admission to be listed on the Main Market -ISE whereas the shares not listed in the ECM are not qualified to be traded on the ISE.

Following the amendment, the private placement in the relevant market of the ISE can be completed/sold within 3 business days after the announcement of such sales. However it must be emphasized the sales executed by the Turkish Privatization Administration will be excluded from this rule of period.

Moreover, 3 business day period rule also shall not apply for wholesales carried out on the relevant market of the ISE. Therefore, such shares shall be qualified as trading shares in the ISE at the time the wholesale carried out.

Article 13 which regulates the principles regarding the private placement has been amended.

The companies of which shares are being traded in the ISE and the companies of which shares shall be traded in the ECM are required to carry out the private placement through capital contribution in the relevant market of the ISE. Shares subject to these proceedings can be issued as non- trading or trading in the ISE without being subject to article 8, on the discretion of such companies. In order to sell the shares purchased by the investors which are non-trading shares in the ISE through private placement by capital contribution or through the sale of existing shares in the relevant market of the ISE, shall be converted to enable them to be traded in the ISE in accordance with article 8 as explained above.

Article 17 which regulates the announcement and registration of the offering circular has been also amended. With the new provision the offering circular shall be announced on the web site of the companies and on the Public Disclosure Platform for the companies traded in the ISE within 5 business days following the application to the Board. In other words, the 2 business day period has been extended to 5 business day period. Furthermore, the word ‘draft’ used before the ‘offering circular’ has been carved out from article.

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