Newsletter Regarding Capital Markets Board’s Limits for Public Offering and Transition to the Registered Capital System
The thresholds for public offering and transition to the registered capital system for 2024 have been amended with the decision (‘’Decision’’) of the Capital Markets Board (‘’Board’’) which is published in the bulletin dated 29.12.2023 and numbered 2023/82.
In the announcement made pursuant to the Board’s decision dated 28/12/2023 and numbered 81/1811, the amounts subject to revaluation in the Capital Markets Law (‘’Law’’) numbered 6362 and the regulations, communiqués or other sub-regulations issued and still in force based on the abrogated Capital Markets Law numbered 2499 have been determined in the published Decision.
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 100,000,000.
- The market value amounts to be taken as basis for the obligation to underwrite for 2024 for the companies whose shares will be offered to public for the first time (excluding additional sales) are determined as TRY 400,000,000 – TRY 800,000,000. Additionally, if the market value to be calculated is;
- below TRY 400,000,000, for all of the unsold shares,
- between TRY 400,000,000 and TRY 800,000,000, for the entire amount up to 400,000,000 and for half of the amount exceeding TRY 400,000,000 of the unsold shares,
then 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 and the underwriting agreement must be sent to the Board before the approval of the prospectus by the Board.
- It will be determined from the limit of TRY 500,000,000 whether the corporations whose shares 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 prince of the shares to be offered to public. If the market value is below TRY 500,000,000, the shares corresponding to 25% of the nominal value of the shares to be offered to the public before the approval of the prospectus regarding the public offering will be kept ready for sale by completely restricting the shareholders’ right to purchase new shares.
- In the financial statements of the companies whose shares will be offered to public for the first time within the scope of the Board, prepared in accordance with the Board regulations and audited by a special independent audit shall be in accordance with below:
- A company operating in 2022 must have total assets of at least TRY 450,000,000 and net sales revenue of at least TRY 270,000,000.
- A company operating in 2023 must have total assets of at least TRY 1,500,000,000 Turkish Liras and net sales revenue of at least TRY750,000,000.
For applications made before 31 December 2023, 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 2023.