- within Litigation and Mediation & Arbitration topic(s)
In its bulletin dated 8 September 2026 and numbered 2026/57, the Capital Markets Board of Türkiye (“CMB”) published the Principle Decision No. i-SPK.15.2 (“Disclosure Principle Decision”), adopted by its decision dated 3 September 2026 and numbered 54/1614, and the Principle Decision No. i-SPK.81.1 (“Free Float Principle Decision”), adopted by its decision dated 3 September 2026 and numbered 54/1626.
- Under the Disclosure Principle Decision, as of the end of 11 September 2026, the minimum threshold for material event disclosures required under Article 12 of the Material Events Communiqué No. II-15.1 when the shares or voting rights held in an issuer whose shares are traded on an exchange reach or fall below certain thresholds will be reduced from 5% to 3%.
The Central Securities Depository of Türkiye (“MKK”) will promptly update, whenever a change occurs, the tables identifying:
- Natural and legal persons directly holding 3% or more of the shares or voting rights in issuers whose shares are traded on an exchange; and
- Natural and legal persons holding 10% or more of the share capital, taking into account shares held indirectly through hedge funds (including dedicated hedge funds) and other publicly held companies whose shares are traded on an exchange.
The indirect shareholding data disclosed by MKK will be for information purposes only and may not, on its own, be relied upon for the purposes of regulations concerning matters such as mandatory tender offer requirements.
- Under the Free Float Principle Decision, “free-float shares” are defined as a concept indicating the free float ratio of companies whose shares are traded on the Borsa İstanbul AŞ Equity Market. The free float ratio will be calculated by dividing the number of free-float shares monitored by MKK by the total number of shares monitored by MKK.
Accordingly, the following shares will be excluded from the free float calculation:
- Shares held by public legal entities; the company, its founders and consolidated related entities; shareholders holding 10% or more of the share capital; and the company’s funds and foundations, as well as repurchased shares;
- Shares held by members of the board of directors and supervisory board, the general manager and executives in equivalent or more senior positions, and senior executives reporting directly to them;
- Shares provided as collateral, except for the exceptions specified in the Free Float Principle Decision; and
- Shares that are legally restricted, not available for trading, subject to trading bans or attachment, or traded on foreign markets.
Shares indirectly held through hedge funds, dedicated hedge funds or other publicly held companies whose shares are traded on an exchange by holders of shares excluded from the free float calculation will also be excluded from the calculation in proportion to their respective holdings. Conversely, such indirect holdings will be taken into account when identifying shareholders holding 10% or more of the share capital.
As of 11 September 2026, the number and ratio of free-float shares will be calculated and publicly disclosed by MKK on a daily basis. Companies whose shares are traded on an exchange will also be required to provide MKK, on the first business day of each month, with the identity and corporate name details of natural and legal persons falling within the free float criteria.
The Free Float Principle Decision repeals the CMB’s decisions on free float dated 23 July 2010 and numbered 21/655, 19 August 2010 and numbered 24/729, 17 February 2011 and numbered 5/157, 30 October 2014 and numbered 31/1059, and 4 June 2026 and numbered 34/1044.
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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