The thresholds for public offering and transition to the registered capital system for 2025 have been amended with the decision (‘’Decision’’) of the Capital Markets Board (‘’Board’’) which is published in the bulletin dated 31.12.2024 and numbered 2024/60.

Pursuant to the Board’s decision dated 26/12/2024 and numbered 66/2058 the amounts that are subject to revaluation in the Capital Markets Law numbered 6362 (‘’Law’’)  and the applicable regulations, communiqués or other sub-regulations issued as per the abrogated Capital Markets Law numbered 2499 have been determined for the year 2025.

Some of the amendments introduced with the Decision are set out below:

  • The initial share capital of the companies planning to adopt the registered capital system must be at least TRY 150,000,000.
  • The financial statements of the companies whose shares will be offered to public for the first time within the scope of the Decision, which are prepared in accordance with the Board regulations and audited by a special independent audit shall reflect the following:
    • The financial statements for the year 2023 must reflect total assets of at least TRY 1,500,000,000 and net sales revenue of at least TRY 750,000,000,
    • The financial statements for the year 2024 must reflect total assets of at least TRY 2,400,000,000 and net sales revenue of at least TRY 1,200,000,000.
  • For companies whose shares will be publicly offered for the first time (excluding additional sales), the market value amounts to be used as the basis for the underwriting obligation for 2025 are determined as TRY 600,000,000 – TRY 1,200,000,000. Additionally, if the market value to be calculated is;
    • below TRY 600,000,000, for all of the unsold shares,
    • between TRY 600,000,000 and TRY 1,200,000,000 for the entire amount up to TRY 600,000,000 and for half of the amount exceeding TRY 600,000,000 of the unsold shares,

it is obligatory for the authorized institutions intermediating the sale in the public offering to underwrite to the corporation that they will purchase these shares at the public offering price.

  • The limit of TRY 750,000,000 will be taken into account in determining whether the shares of the companies which will be offered to public for the first time (excluding additional sales) constitute shares to be made ready for sale according to the market value to be calculated based on the public offering price of the shares to be offered to public. If the market value is below TRY 750,000,000, the shares corresponding to 25% of the nominal value of the shares to be offered to the public will be kept ready for sale by completely restricting the shareholders’ right to purchase new shares.

For applications made before 31 December 2024, the values in force on the date of application will continue to be applied, and the conditions listed above will be applied for applications to be made after 31 December 2024.

On 31 December 2024, certain amendments to the Borsa İstanbul A.Ş. Listing Directive (“Directive”) were also introduced.

  • In this respect, as per the Directive;
    • The shares whose market value is below TRY 500,000,000 shall be listed under BIST SubMarket,
    • The shares whose market value is between TRY 500,000,000 – TRY 2,000,000,000 shall be listed under BIST Main,
    • The shares whose market value is equal to or above TRY 2,000,000,000 shall be listed under BIST Stars.
  • Similarly,
    • The nominal value of the shares offered to the public must constitute a minimum of 25% of the share capital in order to be traded on the BIST Sub-Market
    • The nominal value of the shares offered to the public must constitute a minimum of 20% of the share capital in order to be traded on the BIST Main,
    • The nominal value of the shares offered to the public must constitute a minimum of 10% of the share capital in order to be traded on the BIST Stars. In applications for the listing at BIST Stars, if the market value of the shares offered to the public is above TL 6,000,000,000 and the ratio of the nominal value of the shares to the capital is greater than 6%, the minimum 10% requirement will not be applicable.
Bahar Ülgen Hasşerbetçi
Partner | [email protected]
Elif Çimenoğlu
Associate | [email protected]