Amendments in July

• The revenues obtained from valuation services outsourced from third parties may not exceed 25% of a real estate valuation institution’s total revenue in a calendar year as per the amendments to the Communique on Real Estate Valuation Institutions.
• The Communique on Licensing and Registration Requirements for Professionals Engaging in Capital Markets Activities is amended to include, among others, changes in obtaining accreditation in Turkey for foreign capital markets license holders.
• Capital Markets Board announced an important principle decision regarding the Communique on Squeeze Out and Exit Rights (II-27.2). 

The following cases will no longer be treated as purchase of additional shares within the scope of the communique and will not trigger the squeeze out and sell-out rights:

1. when the controlling shareholder acquires new shares by exercising its pre-emption rights upon a capital increase where the pre-emption right is not restricted, and 
2. where internal resources or dividends are used for the capital increase, and the controlling shareholder acquires new shares.

However, if the controlling shareholder acquires more shares than allowed under its pre-emption right in capital increases where the pre-emption right is not restricted, this will trigger the squeeze out and exit right. 

• The Share Communique was amended to introduce an information form that must be drafted and submitted to the Capital Markets Board for approval prior to selling shares in listed companies above certain thresholds. 

For more information about this subject you may refer to our detailed client alert published at: Amendments in Share Communique.

• With the amendments to the Communique on Reporting Standards of Repositories (IV-87.1.b), the transactions carried out by the investment firms on debt securities are now required to be reported to the trade repository no later than the transaction day.  As the banks issue debt instruments frequently, banks may become exempt from the relevant reporting obligation.

For more information about this subject you may refer to our detailed client alert published at: Capital Markets Board Amended the Rules on the Trade Repository Reporting

• The Draft Communique for Project Backed Securities (III-61/B.1), was introduced. 

Amendments in August

• Borsa İstanbul increased the available cycles for USD/TRY futures and options to 16 months.
• The general manager of Borsa İstanbul was granted with the authority to determine circuit cutter rates for reference indexes for certain equity markets and a new discretionary authority to determine the consequences of the list of companies included in the relevant equity market and transfers between equity markets (which is carried out at least twice a year).
• A market-wide circuit-breaker rule for BIST-100 index was enacted. 
• Capital Markets Board published the draft information forms for equity based crowdfunding applications of venture capital firms and equity based crowdfunding applications for projects.
• With the amendment to the Communique on Mortgage Financing Institutions, minimum capital for establishing a mortgage financing institution was raised to TRY 50,000,000 subject to certain exceptions. 

Amendments in September

• Draft Communiqué regarding Issuance of Asset Secured Capital Market Instruments (II-31/B.1) was published.
• Capital Markets Board published the Debt Instrument Holders’ Communiqué (II-31/A.1) regulating the terms around debt instrument holders’ board which is defined as the special assembly convened at the request of the board of directors or debt instrument holders.

For more information on this new communiqué, you may check out our client alert at: Debt Instrument Holders’ Board Communiqué.

• Borsa Istanbul’s derivatives market procedure was updated to allow flexible USD/TRY futures contracts and late session trading of USD/ONS gold futures.
• Borsa Istanbul made amendments in the market structure of the equity market, trading principles, transfers between markets and listing criteria effective from 1 October 2020. Borsa İstanbul announced these changes in September. 

Under the amendments, (1) the distinction between BIST Star Group 1 and Group 2 was removed, both were merged under BIST Star. BIST Main Group 1 was renamed as BIST Main. BIST Main Group 2 and Emerging Companies Market were merged under BIST SubMarket. (2) Minimum market caps for listing were amended, (3) a minimum free float ratio requirement was brought for BIST Star, BIST Main and BIST SubMarket.

For more information, you may reach our detailed client alert at: Changes in BIST Equity Market Structure and Listing Requirements

• BIST stock indices ground rules have been updated. BIST Emerging Companies Market index will not be calculated starting from 1 October 2020 and the Emerging Companies Market will be merged under a new market called BIST Sub-Market. 
• The upper limit for monetary fines for disciplinary sanctions was increased drastically from TRY 50,000 to TRY 5,000,000. New cases of acts have been added to the list of actions sanctionable with monetary fines.