Client Alert:

The Share Communiqué

Previously, capital market instruments issued had to be registered. This has been replaced by the new Capital Markets Law dated December 30, 2012 and numbered 6362 (the “Law”). The new system requires that prospectus of capital market instruments issued shall have to be approved by the Capital Markets Board (“CMB”). The Law allows issuing of shares at a price under their nominal value and new practices protecting the investors have been introduced such as “significant transactions” and “right to leave the company”. On the other hand, it was necessary to set out the capital markets related procedures and principles regarding conditional capital increase regulated under the new Turkish Commercial Code.

This was achieved by the Share Communiqué (“Communiqué”) prepared by CMB which has been published in the Official Gazette dated June 22, 2013 and numbered 28685. The Communiqué, which will be in force on July 22, 2013 revokes the following communiqués: “Communiqué On The Principles.

Regarding Registration With Board and Sale Of Shares” Serial: I Nr: 40, “Communiqué Regarding the Principles on Non-voting Shares” Serial: I Nr: 36 and “Principles Regarding Issuance of Participated Dividend Shares” Serial: III Nr: 10.

The provisions regarding issuance of all kinds of shares by publicly held corporations have been re-regulated by the Communiqué in accordance with the provisions of the Law.

The Communiqué includes the “Rules On Initial Public Offerings and on Paid and Gratis Capital Increase Of The Corporations The Shares Of Which Are Traded on the Stock Exchange” under the CMB Resolution dated February 12, 2013 and numbered 5/145.

The principles regarding conditional capital increase and capital increase through issuance of shares below the nominal value are also regulated under the Communiqué.

The matters set forth under the “Principles And Procedures Regarding Reduction Of Capital Transactions Of Publicly Held Corporations Which Do Not Require Fund Outflow” published in the weekly bulletin of the CMB numbered 2009/18 are now regulated under the Communiqué.

The Communiqué sets out the principles on distribution of the public offering expenses among corporations and public offerors as well as the principles regarding dividend shares.

Other capital market instruments similar to shares are defined under the Communiqué and such instruments shall be issued in accordance with the Communiqué.

In addition, the principles regarding the corporations which are deemed to be publicly held because of the number of shareholders and trading of their shares at the stock exchange has been set forth under the Communiqué.

Finally, the principles on preparing prospectus for issuance of shares in the form of multiple documents and “material events” in public offers have been regulated under the Communiqué.



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