On November 27, 2015 the Capital Markets Board (the
"CMB") published draft amendments to its current
Disclosure Communiqué (II-15.1) which would amend the scope
of disclosure for related parties and certain issuers. It is
available on the CMB's website for public comment until
December 18, 2015.
What the CMB proposes
If adopted in its current form, the draft communiqué
would introduce a number of new rules for disclosures of public
companies and issuers of capital markets instruments other than
Persons with managerial
responsibility, persons closely affiliated to these persons, and
the parent company will be required to disclose sales of an
issuer's shares exceeding TRY 50,000 (approx. USD 17,500)
within ten business days prior to the sale transaction. Currently,
these persons and parent companies are only required to disclose
the sale transaction at least one business day prior to the
transaction while share purchases by these people are also subject
If a sale that has been previously
disclosed by persons with managerial responsibility, persons
closely affiliated to these persons, or the parent company does not
occur, the fact that the transaction has not been concluded must
also be disclosed, together with the reason.
Privately held companies that have
issued capital markets instruments to qualified investors would be
required to disclose events or developments that (i) change the
issuers' financial condition or activities, and (ii) could
result in an adverse effect on the issuer's ability to fulfill
its obligations to debt instrument holders. Currently, the first
condition is limited to changes in conditions set during the
issuance of a capital market instrument.
Fund users (i.e., obligors of lease
certificate (sukuk) holders or asset leasing companies) in lease
certificate issuances would no longer be required to make public
The draft communiqué furthers the protection provided to
investors in Turkish capital markets by increasing publicly
available information through extending disclosure requirements of
public and privately held companies issuing capital markets
instruments to qualified investors. The CMB also intends to lower
the regulatory compliance costs for lease certificate issuances to
increase the share of Islamic finance in Turkey.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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