Equities private placement regime in Turkey

1. Prospectus requirement

  • Offer to the public, i.e. a general invitation to multiple investors to become shareholders in the issuing company regardless of their qualifications.
  • Admission to listing and trading of capital markets instruments on a stock exchange.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons excluding Qualified Investors.
  • Except for an IPO, if the aggregate amount of the offer is less than TRY 5.5m, the Turkish Capital Markets Board may grant an exemption.    

Admission to trading on a regulated market – Listing

  • If, after the conversion of shares which are not traded on the Borsa Istanbul (formerly, the Istanbul Stock Exchange) into traded shares, such shares are offered to public and the ratio of total nominal value of these shares to total nominal value of existing traded shares of the same class is less than 10% on a 12 month rolling basis then the offer to public is exempted from the obligation to prepare a prospectus. 

Note that where an offer is exempted from the obligation to prepare a prospectus, an issue document may still be required and to be approved by the Turkish Capital Markets Board.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, subject to written statement of the individual prior to the sale acknowledging the risks.

3.3 Retail/public/others

Yes, subject to complying with prospectus rules or subject to complying with the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with prospectus rules or subject to complying with the exemptions set out in paragraph 2 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with prospectus rules or subject to complying with the exemptions set out in paragraph 2 above.

6. Are there any other exemptions which may be relied on?

No.