Public Offering Thresholds Were Increased

Accordingly, the figures set out in the conditions to be complied with before the initial public offering and the shares kept available for sale through a capital increase in a public offering as per the CMB's Communiqué on Shares numbered VII-128.1 have been updated. In summary, the criteria for public offerings were significantly increased compared to 2022, making it more difficult to be traded in the stock exchange.

New Thresholds

The public offering amounts subject to revaluation have been updated for 2023 as follows:

(i) For the corporations whose shares will be offered to public initially,

• the market value to be taken as a basis for determining whether the shares to be offered to the public, excluding green shoe option will be made available for sale and whether shares will be issued, became 231,903,983 Turkish Liras. For corporations below this threshold, the pre-emption rights of the existing shareholders are completely restricted in order to keep the shares corresponding to 25% of the nominal value of the shares to be offered to the public available for sale. (The respective value previously was around 105m Turkish Liras.)
  
  
• if the market value of the shares to be offered to the public, excluding green shoe option, to be calculated over the public offering price (i) is below 150m Turkish Liras, all of the unsold shares; (ii) is between 150m and 250m Turkish Liras, for all of the unsold shares up to 150m Turkish Liras and half of the portion exceeding this amount, the authorized institutions must underwrite towards the corporation that they will purchase such shares over the public offering price. (Previously, the first threshold was 60m, and the second was between 60m and 100m.)

(ii) To avoid being excluded from the scope of the Capital Markets Law No. 6362, the corporations that have acquired the public corporation status but have not applied to the exchange within two years for their shares to be traded on the exchange,

•  The minimum values of the shares that have been prepared and independently audited in accordance with the CMB regulations are (i) 300m Turkish Liras in total assets and 180m Turkish Liras in net sales revenue for 2021; (ii) 450m Turkish Liras in total assets and at least 270m Turkish Liras in net sales revenue for 2022. (These amounts were previously applied as around 11m and 21m for 2021, and 60m and 100m for 2022, respectively).

(iii) Corporations that will adopt the registered capital system are required to have a minimum paid-in capital of 30m Turkish Liras, which was 10m before the amendment.

Conclusion

With the arrival of 2023, the increased monetary thresholds for the public offering make it significantly more difficult for small and medium-sized companies to go public. In the face of the aggravating conditions, applications to be made within the framework of the Communiqué on the Principles Regarding Companies Whose Shares Will Be Traded on the Venture Capital Market, whose draft version has recently been published and which is expected to enter into force in the near future, may be relatively more in demand. Please see our article regarding the Draft Communiqué.

By Zahide Altunbas Sancak, Partner, and Beliz Boyalikli, Legal Trainee, Guleryuz & Partners