As of 1 January 2013, in parallel with the entry into force of the New Capital Markets Law, secondary legislation is rapidly being issued by the Capital Markets Board with introducing novelties.
Secondary legislation in Capital Markets Law (Sermaye
The New Capital Markets Law (CML) No. 6362 entered into force on
30 December 2012. Following its entry into force, and within the
context of several references made (eg, Art. 6 on the approval and
publication of prospectus procedure) to the role of the Capital
Markets Board (Sermaye Piyasası Kurulu) to determine
terms and procedures, secondary legislation is rapidly being
Within the scope of secondary legislation, some of the
communiqués have been amended, such as the amendment to the
Corporate Governance Regulation of 30 December 2011 on election of
independent board members and resolutions of vital transactions. On
the other hand, the CML published several communiqués in
June and July that supersede the former communiqués and
introduce significant novelties under the CML, such as the
Communiqué on Sale of Capital Markets superseding the 3
April 2010 communiqué on the same matter. There are still
draft communiqués regarding "special cases",
"registered capital system", and "repurchased
shares" that were published in September for public review.
Such drafts and the remaining secondary legislation should be
completed within one year, by the end of 2013 as per the CML. To
illustrate some significant changes elaborately described under the
secondary legislation, the below communiqués can be
Communiqué on Prospectus and Certificate of Issue
Contrary to the registration mechanism in the previous Capital
Markets Law, the CML sets forth an approval mechanism for public
offerings. The CML has granted to the Capital Markets Board the
duty to determine the minimum requirements for a prospectus, form
of the prospectus, public disclosure requirements, exemptions and
sale conditions, etc.
For instance, as per the communiqué, the Capital Markets
Board determined that there is a prospectus exemption for public
offers made to investors obtaining capital markets instruments of
at least TRY 250,000 per investor and public offers of the capital
markets instruments having a unit nominal value of at least TRY
250,000. Additionally, as per the communiqué, excluding
initial public offers, an exemption may be granted if the aggregate
amount of capital markets instruments subject to public offer is
below TRY 5 mln.
The terms and conditions on conditional capital increase and
capital increase by issuing shares below nominal value have been
described in detail under the Share Communiqué No.
VII-128.1, which superseded (i) the Communiqué on Capital
Markets Board Registration and Sale of Shares, (ii) the
Communiqué on Non-voting Shares, and (iii) the
Communiqué on Participation Dividend Certificates.
Publicly held companies may issue shares from a price below the
nominal value if the weighted average stock exchange price of
shares is below the nominal value of the shares within the last 30
days before the public disclosure date of the capital increase
In parallel with the provisions of Turkish Commercial Code,
enacted on 1 July 2012, the conditional capital increase of
publicly held companies has also been described under the Share
Communiqué. If the purchase of new shares is restricted and
other conditions specified under the Share Communiqué are
met, publicly held companies may make conditional capital
Draft Communiqué on Repurchase of Shares by the
In parallel with the Turkish Commercial Code, publicly held
companies may purchase their shares or accept the shares as a
pledge. The Capital Markets Board is authorised to designate the
terms and procedures in this respect. The draft communiqué
envisages that the repurchased amount cannot exceed 10% of the paid
capital and 25% of the shares in circulation. The draft is
currently open to public view.
Quote:The recent enactment of the Capital
Markets Law has resulted in amendments to the previous secondary
legislation and the issuance of a secondary legislation with
significant novelties in parallel with the EU standards.
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