IPO Rules Changed

Recent Developments

To protect investors’ interests, the Capital Markets Board (the “Board“) has introduced significant amendments to the sale methods and distribution principles for initial public offerings of shares (“IPOs“) with its decision dated March 30, 2023 and numbered i-SPK-128.21 (the “Decision“). You can access the Board bulletin, in which the Decision was published, here.

What’s New?

According to the Decision, IPOs will be subject to the following rules:

1. If the market value of the shares to be offered to the public is TRY 750,000,000 or less, the sale will be made through the sale-on-stock exchange method.

2. If the market value of the shares to be offered to the public is equal to or above TRY 750,000,000, and the sale will be subject to book-building outside of the stock exchange, the following rules will apply:

• Equal distribution will be mandatory for the individual investors group, and proportional distribution will not be allowed.
• The amount of shares that each investor may bid for shall not exceed 1/4 of the total amount of shares allocated to the relevant investor group.
• For domestic institutional investors, and provided that there is sufficient demand, the amount of shares to be distributed to each investor shall not exceed 1% of the total amount of shares offered to the public.
• If a sufficient number of bids are received for a specific investor group at the end of the book-building period, the shares allocated to the relevant group shall not be reallocated to another investor group. If there is no sufficient demand for a given group, the remaining shares of that group will be reallocated to meet the bids of domestic individual investors.

3. Shares purchased by institutional investors for their own portfolios shall not be transferred to individual investor accounts.

4. Investors that purchase shares will not be able to sell these shares outside of the stock exchange, transfer them to other investor accounts, or subject them to special order and/or wholesale transactions on the stock exchange for 90 days starting from the date of acquisition. For shares held by the existing shareholders of the company (except the shares sold within the scope of the IPO), this restriction will continue for 180 days starting from the date the offering circular was approved, and will also prohibit any sale in the stock exchange.

Conclusion

The Decision is significant as it introduces critical changes to the sales methods and distribution principles to be used in IPOs.