The Communique on Prospectus and Certificate of Issue (the “Communique”) has been published in the Official Gazette dated June 22, 2013 and numbered 28685.
The Communiqué provides certain flexibilities to the issuers by allowing the prospectus which will be prepared for issuance of capital markets instruments or trading on stock exchange thereof to consist of either a single document or multiple documents.
The Communiqué mandates that a certificate of issue shall be prepared and approved if the capital market instruments are issued without a public offering or the issuance will take place abroad or for all kinds of issuance of capital market instruments where the issuers do not prepare a prospectus or publish an announcement.
The exemptions from the requirement to prepare a prospectus and cases where the issuers would not be required to prepare a prospectus are re-regulated in compliance with the EU regulations. In this respect, the Communiqué provides new exemptions from the prospectus requirement in the following cases: (i) the public offering is intended for investors who purchase capital market instruments worth at least TRY 250,000 per investor and (ii) public offering of capital markets instruments with a minimum nominal value of TRY 250,000. Additionally, except for the initial public offerings, the Capital Markets Board (“CMB”) may grant an exemption from the prospectus requirement if the total sale price of the capital markets instruments to be publicly offered is below TRY 5,000,000.
The Communiqué provides that the prospectus prepared by publicly held companies shall include either an annual financial statement subject to independent audit or if necessary a semi-annual interim financial statement subject to limited audit. Also, the interim financial statements which have not been subject to independent or limited audit should be excluded from the prospectus.
The Communiqué regulates that the prospectus shall be valid for all issuances during a period of one year commencing on its publication date provided that the prospectus is always kept up to date. Moreover, the certificate of issue shall be valid for all issuances to be performed within one year commencing on the date of approval of the certificate of issue by the CMB.
Finally, the Communiqué provides that it is possible to issue capital market instruments which do not grant equity rights more than one within the same year, through a prospectus prepared in accordance with a maximum five year offering program prepared by the banks and approved by their general assemblies.