The “Regulation on the Amendment to the Electricity Market Licensing Regulation” (“Amendment Regulation”), published in the Official Gazette dated 17.08.2024 No. 32635, amended Article 57 of the Electricity Market Licensing Regulation (“Regulation”) pertaining to the restriction of transfer of shares in pre-license holding legal entities and the exceptions thereto.
Directly or indirectly changing the shareholding structure of pre-license holding legal entities, transferring their shares, or actions or transactions resulting in the transfer of shares (“Share Transfer”) is restricted and for all exceptions to this restriction listed under Article 57 of the Regulation, the Energy Market Regulatory Authority (“EMRA”) must be notified within six (6) months of the Share Transfer date. In certain exceptional cases, EMRA approval must also be obtained in addition to the said notification requirement.
The Amendment Regulation has narrowed down the scope of shareholding structure changes subject to the EMRA approval mechanism. Only (i) direct shareholding changes and (ii) indirect shareholding changes of 10% or more are now subject to the approval mechanism (as opposed to all Share Transfers).
For ease of reference, the table below lists the Share Transfer exceptions where EMRA approval is required for direct shareholding changes and indirect shareholding changes of 10% or more.
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