With the “Communiqué on the Principles Regarding the Companies whose Shares will be Traded on the Venture Capital Market” (“Communiqué“), published in the Official Gazette dated May 18, 2023, and numbered 32194, the sale of the shares issued through capital increase to qualified investors without public offering in order for non-public joint stock companies to be traded on the Venture Capital Market (“VCM“), and the obligations and exemptions of these joint stock companies have been regulated.

In accordance with paragraph 1 of article 4 of the Communiqué, the prospectus, the principles of which are determined by the Capital Markets Board (“Board“), must be approved by the Board in order for the shares of joint stock companies to be issued through a capital increase to be sold to qualified investors without being offered to the public and to be traded in VCM. Pre-application procedures are also regulated in the Communiqué.

Joint stock companies applying to the Board are required to fulfill the following conditions in their audited financial statements of the year preceding the year in which their shares will be offered for sale:

  1. The total assets must be at least 20 million Turkish Liras;
  2. Net sales revenue must be at least 10 million Turkish Liras;
  3. To switch to the authorized capital system, its registered capital must be at least 10 million Turkish Liras and fully paid up.

In accordance with article 4 of the Communiqué, following the announcement of the prospectus approved by the Board on the Public Disclosure Platform (“PDP“), the start and end dates of the sale must be announced on the PDP at least 2 days before the date on which the shares will be offered for sale, and the sale of the shares must be completed within 2 business days. Following the sale of the shares, the authorized institution must disclose the final amount of the issuance, the number of investors, and the persons and institutions that purchased more than 5% of the nominal value of the shares on PDP within 2 business days following the day on which the distribution list is finalized, without need for specifying any name.

The shares of the joint stock companies within the scope of this Communiqué cannot be offered to the public before the expiration of 2 years from the date of commencement of trading on the stock exchange.  

Eren Üçok
Partner | [email protected]
Ece Kipri
Associate | [email protected]