Alternative Method For Going Public Is On The Way: Draft Communiqué On Sale Of Shares To Qualified Investors Without Public Offering Published

New Development

The Capital Markets Board (the “ CMB “) published the Draft Communiqué on the Companies whose Shares will be Traded on the Venture Capital Market (“ Draft Communiqué “) on 20.09.2022. You can access the Draft Communiqué here .

What Does the Draft Communiqué Regulate?

The Draft Communiqué introduces the possibility of selling the shares of a joint stock company to qualified investors through capital increase without offering these shares to public. Accordingly, joint stock companies will be able to go public by way of selling their newly issued shares to qualified investors without publicly offering these shares. Comments on the Draft Communiqué can be sent to the e-mail address [email protected] until 14.10.2022

What Will Change?

If the Draft Communiqué enters into force;

Principles Regarding Sale

• Companies that want to go public but do not want to offer their shares to the public will be able to sell these shares to qualified investors.
• For this purpose, a joint stock company will first obtain the approval of the CMB and bring its articles of association into compliance with the capital markets laws. It will then make a second application to the CMB for approval of the prospectus specified in the Draft Communiqué.
• To be eligible to be traded on the Venture Capital Market (the “ VCM “), a company’s total asset value must be at least fifty million Turkish Liras, the net sales revenue must be at least thirty million Turkish Liras and the registered share capital must be at least five million Turkish Liras according to the company’s audited financial statements relating to the financing year preceding the year in which the shares of the company are listed on the VCM to be prepared in accordance with the regulations of the CMB (figures are applicable for 2022 and will be subject to annual adjustment) .
• The newly issued shares can only be sold through the stock exchange and will be traded on the VCM. Shares held by existing shareholders of the companies that are not newly issued through capital increase will not be eligible for converting into tradeable shares.
• No greenshoe option will be available for listings on the VCM.

Principles to be followed after the sale

• The shares of the companies that are listed on the VCM cannot be offered and sold to the public during the two-year period following the year in which they started to be traded on the VCM.
• Companies whose shares will be traded on the VCM will be obliged to apply to the CMB for a public offering through capital increase in order to ensure that their shares are traded in other markets of the stock exchange at the latest within five years. In the case that theprospectus is not approved by the CMB or the application is not made in due time, the shares will be deemed to have been removed from the VCM by the stock exchange.

Liabilities and Exemptions

• The companies whose shares will be traded on the VCM will be considered companies whose capital market instruments are traded on the stock exchange and/or other organized marketplaces in terms of financial reporting and independent audit.
• The companies whose shares will be traded on the VCM will be exempt from the obligation to prepare three-monthly and nine-monthly interim financial reports.
• In the case that a company whose shares are traded on the VCM goes through a merger or spin-off transaction, its shares will be automatically deemed to have been removed from the VCM by the stock exchange.
• The companies whose shares are traded on the VCM will not be subject to the Communiqué on Corporate Governance No. II-17.1, the Communiqué on Mandatory Tender Offer No. II-26.1 and the Communiqué on Material Transactions and Exit Rights No. II-23.3. These companies will also not be able to repurchase their own shares.

Conclusion

The Draft Communiqué enables listing on the stock exchange without going through a public offering process. Although the sale of shares under the Draft Communiqué is similar to a public offering, the Draft Communiqué provides lighter obligations for post-trading life of a company shares compared to a public offering.