Recent Development
The Capital Markets Board of Türkiye (the “CMB“), through its bulletin dated 8 September 2026 and numbered 2026/57 (the “Bulletin“), published two resolutions reshaping the shareholding transparency regime applicable to public companies. The Bulletin included resolution dated 3 September 2026 and numbered 54/1614, which lowers the shareholding notification threshold (the “Notification Threshold Decision“), and resolution dated 3 September 2026 and numbered 54/1626, which introduces a new definition of the free float concept (the “Free Float Decision“).
What’s New?
Under the Communiqué on Material Events No. II-15.1, the lowest threshold for the disclosures required where an investor’s shares or voting rights in the capital of a public company reach certain ratios or fall below such ratios was 5%. Pursuant to the Notification Threshold Decision, this threshold will now be 3%.
Under the new 3% threshold, the disclosure obligation will be fulfilled as follows:
- where a real person or legal entity, or other real persons or legal entities acting in concert with such real person or legal entity, directly or indirectly reaches 3% of, or falls below 3% of, the share capital or the voting rights of a public company, by such persons;
- where investment funds belonging to a founder directly or indirectly reach 3% of, or fall below 3% of, the share capital or the total voting rights of a public company, by the founder;
- where a real person or legal entity directly reaches 3% of, or falls below 3% of, the share capital of a public company, by the Central Securities Depository of Türkiye (the “CSD“).
In parallel, in the capital and shareholding structure tables published on the Public Disclosure Platform in respect of public companies, the CSD will:
- promptly update the tables showing (i) the real persons and legal entities directly holding 3% (the former ratio was 5%) or more of the share capital or voting rights of public companies, and (ii) the real persons and legal entities holding, in the share capital, 10% or more indirectly through hedge funds and other public companies whose shares are traded on the exchange;
- provide the indirect shareholding data disclosed by the CSD solely for the purpose of informing on the ratio of proprietary rights, and such data will not be of a nature to be directly relied upon for the purposes of regimes such as the mandatory tender offer obligation.
On the other hand, pursuant to the Free Float Decision, clarifications have been made regarding the concept of free float and the areas in which this concept is used.
In this context, free float will be defined as the public float of a company whose shares are traded on the Borsa İstanbul Equity Market.
The free float ratio will be calculated by dividing the number of free float shares that can be monitored by the CSD by the total number of shares that the CSD is able to monitor.
In this calculation, the following will be excluded: shares held by public legal entities; shares held by the public company together with its founders and consolidated affiliated entities; buy-back shares; shares held by the shareholders holding 10% or more; shares held by the members of the board of directors and the audit committee, of the general manager and of executives at a level equivalent to or more senior than the general manager, as well as of senior executives working in direct reporting to the general manager and the persons equivalent to the general manager; shares held by company’s pension funds and foundations; shares given as collateral (excluding those provided as equity, those acquired through margin transactions and provided as collateral, and those provided as collateral for the markets of İstanbul Takas ve Saklama Bankası A.Ş.) and shares that are legally restricted, not tradeable, prohibited, seized or attached.
The public company shares corresponding to the participation ratio in the relevant fund or to the shareholding ratio in the relevant public company, held by the holders of the shares excluded from the free float calculation as listed above by reason of their hedge fund and/or private hedge fund participation shares and their public company shares, will likewise be excluded from the free float.
Finally, in determining the shareholders holding 10% or more of the share capital of a public company, the shares held by such shareholders through their hedge fund and/or private hedge fund participation shares and their public company shares will also be taken into account in proportion to their ownership ratios in the relevant fund and/or public company.
Conclusion
The new resolutions significantly enhance transparency in relation to the shareholding structure and free float regime of public companies.
