The Capital Markets Board of Türkiye ("CMB") introduced certain amendments regarding the initial public offering of non-public companies with its decision dated 19 January 2023 and numbered 3/96 ("Decision") published in the Capital Markets Bulletin dated 19 January 2023 and numbered 2023/3.
CMB decided the following in the scope of the initial public offering of non-public companies;
- In order to be considered as an institutional investor, investment funds that are hedge funds and/or investment funds with the term "private" in their names should meet the following requirements together;
i. The number of investors should not be less than 50; and
ii. No single investor should own more than 20% of the total number of fund units
- The demands transmitted by portfolio management companies on behalf of their clients with whom they concluded individual portfolio management contracts should not be considered as institutional investors;
- Institutions within the scope of subparagraph (d) of the first paragraph of article 31 titled "Professional customer and general customer" of the Communiqué on Principles of Establishment and Activities of Investment Firms numbered III-39.1 (Institutions meeting at least two of the criteria of having total assets over TL 50,000,000, annual net sales over TL 90,000,000 and shareholders' equity over TL 5,000,000) should not be considered as institutional investors; and
- Paragraph (ç) of the CMB's previously publicly disclosed decision dated 11.11.2021 and numbered 59/1669 was amended as the "Sale on the Stock Exchange" method is mandatory for public offerings with a market value of 250,000,000 Turkish Liras or less.
You can access the bulletin containing the Decision here.
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