The Communiqué on Venture Capital Market

The Communiqué on the Principles Regarding the Companies whose Shares to be Traded on the Venture Capital Market (II-16.3) (Communiqué) has entered into force through publication in the Official Gazette dated 18.05.2023 and numbered 32194. The Communiqué sets out the principles and procedures regarding the Venture Capital Market to be established under Borsa Istanbul A.Ş. The key provisions of the Communiqué are summarized as follows:

• The scope of the transactions to be carried out in the Venture Capital Market is defined as the issuance of shares through capital increase by non-public joint stock companies. The Communiqué requires this issuance to be made as sale of shares to qualified investors, without public offering. Moreover, only qualified investors may purchase the shares issued in Venture Capital Market as per the Communiqué.
• In parallel with the general principles, a prospectus must be prepared and approved by the Capital Markets Board (Board) for issuances to be made pursuant to the Communiqué. The procedures prior to the application before the Board are stipulated in the Communiqué.
• For the companies whose shares will be traded on the Venture Capital Market, financial thresholds are regulated on the basis of total assets, net sales revenue and registered capital.
• The Communiqué stipulates a two-year waiting period for the companies within the scope of the Communiqué to be traded on the stock exchange and offered to the public.
• The Communiqué introduces certain exemptions for the companies in Venture Capital Market, regarding financial reporting, corporate governance requirements, the Communiqué on Takeover Bids and the Communiqué on Material Transactions and the Right to Exit.