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Legal Alerts
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Innovations in the Turkish Capital Markets Law: Security Agent, Bondholders Meetings, Project Bonds

Legal Alerts
Capital Markets
General

Recent Development

The amendments (“Amendments“) to the Capital Markets Law No. 6362 were published in the Official Gazette on February 25, 2020 and entered into force the same date.

What’s New? 

New establishments: Debt instrument holders’ board, trust and project financing

  • The Amendments establish a bondholders’ meeting enabling investors to act jointly; allows the appointment of bondholders’ representatives; and provide various opportunities to ensure the feasibility of restructuring in the event of default.
  • The concept of security trusts/agents, which has a wide scope of application in international capital markets, were incorporated into Turkish capital market law.
  • The Amendments define project financing technique and introduce project financing funds and project-backed securities into Turkish capital market law. In addition, they grant investors the ability to invest in projects, irrespective of the risks pertaining to the project financing fund founder and fund user.

Expanding the scope of crowdfunding

  • Crowdfunding through borrowing is now available, in addition to the existing share-based crowdfunding.

Limitation of the scope of significant transactions and leaving right

  • The Amendments removes certain actions from the scope of material transactions performed by public companies: (i) dissolution; (ii) transfer, or leasing of all or a material portion of assets and establishing rights in rem thereon; (iii) complete or material alteration of the field of activity; and (iv) de-listing from the exchange.
  • A more flexible regulation was established for minority shareholders exercising their exit rights in relation to material transactions. The exit price will no longer be calculated based on the weighted average in the exchange within the preceding 30 days; instead, the exit price will use a fair value pursuant to the principles to be determined by the Capital Markets Board (“CMB“). The Amendments also grant the CMB the authority to determine the principles and procedures for offering exiting shareholders’ shares to other shareholders and/or investors before a public company can acquire them.

Limitation of the scope of tender offer bidders

  • The Amendments limit the persons that can bid their shares in a tender offer to existing shareholders by the tender offer’s public disclosure date, and prevent shareholders who acquired any shares between this date and the date of the tender offer from tendering their shares.

Conclusion

The Amendments introduce universal institutions to the Turkish capital market law; strengthen the use and structure of funds; and modernize the Turkish capital market law structure.