Communique Regarding the Amendment to the Communique on Shares
Article 5 regarding the conditions precedent to be applied before initial public offering of shares of non-public companies of the Communique on Shares (the “Communique”) published in the Official Gazette dated June 22, 2013 numbered 28685, is amended with the Communique Regarding the Amendment to the Communique on Shares (the “Amendment”) published in the Official Gazette dated January 26, 2018 numbered 30313.
1. The Amendment
The purpose of the C ommunique published by the Capital Markets Board is to set forth the procedures and principles regarding the issuance of shares and share-like securities within the scope of Capital Markets Law (the “Law”).
Pursuant to the amended paragraph 2 of Article 5, “Companies of which shares shall be publicly offered or be traded initially, provided that investment trusts are excluded, shall not meet the conditions regarding to the exclusion from the scope of the Law, set forth in subparagraphs (a) and (b) of Article 8 of the Communique on Principles Pertaining to Removal of Corporations from the Scope of Law and Obligation of Trading of Shares on Exchange (II-16.1) published in the Official Gazette dated 30/12/2013 repeated numbered 28867. However, subparagraph (b) of the said paragraph is only taken into consideration for the net sales revenues. The said conditions shall not apply for public administrations with general budget, administrations with special budget, companies within the scope of privatization and companies with the partnership of governmental authorities.”
Subparagraphs (a) and (b) of Article 8 regarding the removal from the scope of the Law due to size of financial statement items, of the Communique on Principles Pertaining to Removal of Corporations from the Scope of Law and Obligation of Trading of Shares on Exchange mentioned in the related subparagraph are as follows:
“According to their financial statements of the last two years prior to the date of application, which are prepared in accordance with the related regulations of the Board and subject to independent audit, companies:
a) Total sum of assets of which is less than ten million Turkish Lira, or
b) Total sum of other revenues, excluding net sales revenues, and net sales revenues both of which are less than five million Turkish Lira, or…”
In the event that the circumstances set forth in the said subparagraphs occur, the related companies shall be excluded from the scope of the Law.
Subparagraph (c) of the paragraph 2 of Article 5 was included in the related article of the Communique as a cause for exclusion from the scope of the Law, pursuant to the version before the amendment. Subparagraph (c) is as follows: “total sum of registered capital and legal reserves of which is completely unreciprocated”. Therefore, in light of the Amendment, it can be said that one of the conditions precedent to be applied before initial public offering of shares of non-public companies is absence of the conditions under subparagraphs (a) and (b).
2. Effective Date.
Article 2 of the Amendment states that the provisions of the Amendment shall be effective as of the date of its issuance, which is January 26, 2018.