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RECENT DEVELOPMENTS ON THE DISCLOSURE REQUIREMENTS BY THE CAPITAL MARKETS BOARD

Turkish Capital Markets Board (CMB) has announced major amendments to the Communiqué on Material Events Disclosure No. II-15.1 and the Communiqué on Public Disclosure Platform No. VII 128.6 in order to meet the changing market needs and ensure the market activities being in line with the international standards for the sake of CMB’s main project, Istanbul Finance Centre. These amendments are published in the Official Gazette on 10 February 2017 with the gazette number 29975.

 

The major changes and novelties introduced by the CMB to the Communiqué on Material Events Disclosure No. II-15.1, are as follows:

 

It has been clarified that the disclosure requirements of the issuers and the relevant parties shall be applicable following the CMB approval for the prospectus or issuance certificate.

 

In terms of the disclosure of transactions by the persons having administrative responsibility, the issuer’s main shareholder (company or real person) has been included in the list of persons who are subject to the disclosure requirement. In addition, no disclosure is required to be made unless and until the total sum of transactions executed in the account of each of the persons subject to the disclosure requirement reaches TL 250,000 within a calendar year. This amount was TL 50,000 in the previous version.

 

Disclosure requirements for non-listed companies which have issued capital markets instruments for qualified investors have become applicable for the fund users of lease certificates and companies which have issued capital markets instruments through private placement for domestic markets, as well.

 

Disclosure requirements for non-listed companies which have issued capital markets instruments for qualified investors in the Communiqué on Material Events Disclosure No. II-15.1 and some of the disclosure requirements in the Communiqué on Material Events Disclosure for Non-Listed Companies have become applicable for the companies which have debt securities at the Offering Market for Qualified Investors in Borsa Istanbul A.S., as well.

 

Language of public disclosures was Turkish in the previous version of the Communiqué. However, as per the applicable corporate governance principles, it was obligatory for the listed companies in the first group to publish the English translation of the disclosures at the same time in addition to the Turkish disclosure. According to the recent amendment, if required by the CMB, disclosures will now be made in other foreign languages as well.

 

Disclosures in relation to changes in shareholding and controlling structure of a listed company must be disclosed until no later than 09:00 am instead of 08:00 am, in the third business day following the date of occurrence of the transaction.

 

The issuer’s board shall determine the principles and procedures for the application and performance of the public disclosure requirements.

 

Guidance on Material Events Disclosure issued in accordance with the Material Events Disclosure has also been amended in line with the amendments to the Communiqué on Material Events Disclosure No. II-15.1.

 

The major changes and novelties introduced by the CMB to the Communiqué on Public Disclosure Platform No. VII 128.6, are as follows:

 

Disclosures of foreign companies or entities which have issued capital markets instruments traded at Borsa Istanbul A.S. can now be made through third party service providers.

 

Public Disclosure Platform (PDP) operator, which is an entity or institution authorized by the CMB to operate and manage the PDP system, has become entitled to determine the cancellation of access to the PDP system for the electronic certificates or cancellation of access in whole, by obtaining CMB’s approval.

Practice Areas:
#Capital Markets Law
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