The Capital Markets Board (“Board“) issued and published the decision regarding the reduction of the amounts in the prerequisites to be complied with before the initial public offering of shares (“Decision“) on the Board’s Bulletin dated 28.03.2024 and numbered 2024/17. In the Decision, it is stated that the difficulty of reaching a certain level in the amounts in the financial statements of the companies applying to the Board for initial public offering (“IPO”), especially due to sectoral differences, and the 12th Development Plan (2024-2028) prepared by the Presidency Strategy and Budget Directorate were taken into consideration, and it was deemed necessary to make different regulations on a sectoral basis in order to contribute to the reduction of the current account deficit through capital markets.

Accordingly, below are the highlights from the Decision:

In the 12th Development Plan, Energy, Chemicals, Agriculture and Defense Industry have been determined as priority sectors. In this context, it has been decided to reduce the total assets and net sales revenue amounts specified in the Communiqué on the Principles Regarding the Exclusion of Corporations from the Scope of the Law and the Obligation to List their Shares on the Stock Exchange (Communiqué No. II-16.1), limited to the companies operating in certain sectors in parallel with the 12th Development Plan and which meets the conditions specified below.

a) Companies operating in the renewable energy sector and generating at least 75% of their revenues from renewable energy generation sales as of the financial statements of the last two years prior to the IPO application date, which have been prepared in accordance with the regulations of the Board and audited by special independent auditors;

b) Companies engaged in production in the petrochemical sector based on the license of the Energy Market Regulatory Authority and generating at least 75% of their revenue from petrochemical production sales as of the financial statements of the last two years prior to the IPO application date, which have been prepared in accordance with the regulations of the Board and audited by special independent auditors;

c) Companies operating in the defense industry sector or providing services to the said sector in the field of information and communication technologies and software, and generating at least 75% of their revenue from production / service sales for the defense industry as of the financial statements of the last two years prior to the IPO application date, which have been prepared in accordance with the regulations of the Board and audited by special independent auditors;

d) Companies operating in the agricultural sector and generating at least 75% of their revenue from the sales of unprocessed raw products obtained as a result of agricultural production as of the financial statements of the last two years prior to the IPO application date, which have been prepared in accordance with the regulations of the Board and audited by special independent auditors; and

Companies that are certified by a public authority to have an innovative and scalable business model that generates high added value based on advanced technology by supporting green and digital transformation, which meets any two of the following conditions, and generates at least 75% of their revenues from these activities as of the financial statements of the last two years prior to the IPO application date, which have been prepared in accordance with the regulations of the Board and audited by special independent auditors,

  • As of the application date, to be accepted from one of the regions designated as a Technology Development Zone by the Ministry of Industry and Technology of Republic of Türkiye (“Ministry“) and to continue its activities in this region,
  • As of the application date, to have an active R&D Center approved by the Ministry in accordance with the Law on Supporting Research, Development and Design Activities numbered 5746,
  • To have a patent certificate issued by the Turkish Patent and Trademark Office within the last five years,
  • To receive support within the scope of R&D, Product Development and Innovation Support from the Small and Medium-Sized Enterprises Development Organization (“KOSGEB” in Turkish) within the last five years,
  • To have a publicly funded R&D project initiated or completed within the last five years.
TRY For The Year 2022 For The Year 2023
Net Sales Revenue 180,000,000 270,000,000
Total Assets 300,000,000 450,000,000

For the abovementioned companies, the amounts in subparagraphs (a) and (b) of Article 8 of the Communiqué numbered II-16.1 shall be applied as follows:

Abovementioned companies are required to include a breakdown of their revenues according to their activities in the notes of their financial statements prepared in accordance with the regulations of the Board and audited by special independent auditors.

You may access the relevant publication of the Board (in Turkish) via the link below:

https://spk.gov.tr/data/6605d7f88f95db05bc423365/2024-17.pdf

Oya Türeoğlu
Senior Associate | [email protected]
Elvan Elvira Erşan
Associate | [email protected]