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Legal Alerts

10/08/2020

Latest Changes to the Share Communiqué

Legal Alerts
Capital Markets
Financial Institutions

Recent Developments

The amendments (“Amendments“) to Article 27 of the Share Communiqué No. VII-128.1 (“Communiqué”) entered into force through their publication in the Official Gazette dated July 25, 2020 and No. 31195.

What’s New?

The significant Amendments to the Communiqué include the following:

  • The selling shareholders are required to prepare a share transfer information form per the Capital Markets Board’s (”CMB”) regulations, and the CMB must approve the form prior to the proposed transfer of shares in cases where the transfer of shares of listed companies exceeds 10% of their share capital in total in any 12-months period, and if the transfer is made on Borsa Istanbul by (i) a shareholder (or shareholders acting in concert) that directly holds more than 20% in the company’s share capital or (ii) shareholders holding privileged shares that entitles them to elect or nominate at least one of the members of the board of directors.
  • The exceptions relating to the foregoing requirement include the shares held by public institutions, by the Turkey Wealth Fund and its sub-funds and subsidiaries, and share buybacks by the listed companies and their subsidiaries, the shares held by the Privatization Administration.
  • Also wholesales, sales through private orders and sales within the scope of market making activity and secondary public offerings will be exempt from this obligation.

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