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The Capital Markets Board (CMB) announced the "principle decision of the board regarding the sales methods and distribution principles to be applied in the initial public offering of shares."
In the CMB bulletin, it was stated that in order to meet the high demand from investors in the initial public offerings of shares of non-public companies, the relevant provisions of the Communiqué on the Sale of Capital Market Instruments numbered II-5.2 will be applied as follows until a new decision is made. Accordingly, in public offerings where the market value of the offered shares is 750 million lira or less, the method of sale on the stock exchange will be mandatory. WHAT ARE CMB'S NEW REGULATIONS?In public offerings where the market value of the offered shares is 750 million lira or more, if the method of collecting demand outside the stock exchange is used, equal distribution will be made to investors in the domestic individual investor group according to the principles stated in Article 20, paragraph 2 of the Communiqué. Provided that it is defined in the prospectus, up to 10% of the total amount to be offered to the public can be allocated for the investor group that will demand high demand outside the institutional investor group. For this group, equal distribution or proportional distribution methods can be used within the scope of Articles 20, paragraphs 2 and 3 of the Communiqué. In case the proportional distribution method is used according to Article 20, paragraph 3 of the Communiqué, it will be required to show cash equal to the total amount requested or shares in the BIST 30 index at a rate of 120%. The amount of shares that can be requested on an investor basis cannot exceed one-fourth of the total amount of shares allocated to the group.
The limit for the founder of the portfolio management company and the funds they manage will be 3%.3% LIMIT ON PORTFOLIO COMPANYIf there is sufficient demand in the distribution to the domestic institutional investor group, at least 50% of the allocated share amount will be distributed to investment funds, pension investment funds, and/or automatic participation system pension investment funds, and the amount of shares to be distributed for each institutional investor will be determined in such a way that it does not exceed 1% of the total amount of shares offered to the public. For a portfolio management company (PMC) and/or the funds it manages, this limit will be applied as 3%. If PMCs, brokerage firms, and investment and development banks wish to request on behalf of their clients with whom they have signed individual portfolio management contracts, the amount of shares to be distributed, if there is sufficient demand, cannot exceed 2% of the offering amount. Requests made on behalf of clients by PMCs, brokerage firms, and investment and development banks will not be considered within the scope of the institutional investor group, including requests made by real or legal persons residing in Turkey for real estate investment funds, venture capital investment funds, investment funds with the term "free" and/or "special" in their titles, and requests made by organizations covered by Article 31, paragraph 1(d) of the Communiqué on the Establishment and Activity Principles of Investment Institutions numbered III-39.1. In the relevant section of the prospectus, individuals listed among those who can access insider information in the public offering and their spouses and first-degree blood and affinity relatives cannot make requests from any allocation group other than the domestic individual investor group. According to Article 18, paragraph 5 of the Communiqué, if a request is received that meets the amount allocated to an investor group at the end of the demand collection period, the allocation rate of that group cannot be shifted to other groups. If there is an investor group with insufficient demand, the remaining portion can be freely transferred to other groups. The request form regarding the shares offered for sale will be prepared with a sequential serial number indicating the date and time. In electronic request forms, the obligations regarding the orders received electronically in the document registration regulations of the Board will be complied with.
COMMITMENT CONDITION FOR FOREIGN INVESTORSThe distribution list to be prepared in accordance with Article 23, paragraph 1 of the Communiqué will include, in addition to the information in that paragraph, the request number, the type indicating whether the request form is written or electronic, and the amount and type of collateral provided. In distributions to foreign investor groups, if distribution is made to circumvent or eliminate the provisions regarding other distribution principles mentioned above (such as distribution to funds or other legal entities owned by real or legal persons residing in Turkey), the issuer and the authorized institution acting as an intermediary for the public offering (in case of consortium formation, the consortium leader) will be held responsible.
The issuer and the authorized institution/intermediary for the public offering/consortium leader will provide a commitment to the Board stating that they will comply with the above provision and will conduct the necessary investigation regarding foreign investors.90-DAY PERIOD FOR SHARES CREDITED TO ACCOUNTSShares acquired by institutional investors for their own portfolios cannot be transferred to individual investor accounts under any circumstances. If brokerage firms, investment and development banks, and portfolio management companies request on behalf of their clients, the request must be made from the investor group to which the client belongs, and the necessary documents proving that the client meets the required qualifications for the relevant investor group according to Article 18, paragraph 3 of the Communiqué must be attached to the request form. Investors who receive shares from the distribution cannot sell the shares credited to their accounts for 90 days from the date the shares are credited, cannot transfer them to other investor accounts, or cannot subject them to special orders and/or wholesale sales on the stock exchange. The restriction for the shares held by the existing shareholders of the company whose shares are offered to the public (excluding the portion offered to the public, if any) will be applied for 180 days from the date of approval of the prospectus and will also cover sales on the stock exchange.
In the bulletin, it was reiterated that the issuer and/or the public offering entity and the authorized institution or, if any, the consortium leader and co-leaders could be held responsible for damages to the extent of their faults and the circumstances if the requests are not accepted and the distribution is not made in accordance with the provisions of the Communiqué and the principles stated in the prospectus.
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