1. Important Points To Consider In the e-Application System

On 28 March 2024, the CMB released an announcement (the “Announcement”) regarding applications made through the e-Application System by issuers, institutions and organisations under the Central Registry System (“MERSIS“)

An earlier announcement, dated 5 February 2024, required that applications falling under the jurisdiction of the CMB and the Department of Corporate Finance (e,g., amendments to articles of association) must be made through the e-Application System from 15 April 2024. The Announcement clarified that in cases of force majeure (e.g., fire, natural disasters, terrorist incidents) as defined in Article 3(m) of the Communiqué on the Public Disclosure Platform No. VII-128.6, applications may be made physically with a wet signature. It was also emphasised that officials of companies, institutions and organisations were required to obtain an electronic signature and inform the CMB accordingly.

In the context of the Announcement, it was indicated that applications submitted via the e-Application System would be processed more expeditiously. It was also recommended that the following points be taken into consideration:

• The person making the e-application must be authorised for this service through MERSIS;
• The last step of the application must be signed with an electronic signature, and the technical configuration envisaged in the Announcement should be implemented on the applicant’s computer;
• During the e-application review process, CMB requests can be viewed through the e-Application System and requested documents must be submitted with an e-signature.

2. Reduction of the IPO Eligibility Thresholds

On 28 March 2024, with the Principle Decision (“the Principle Decision“) issued by the CMB, it was announced that it had been decided to reduce the thresholds of total assets and net sales revenue required for the initial public offering (“IPO”) process for companies operating in certain sectors.

In light of the 12th Development Plan prepared by the Presidential Strategy and Budget Directorate, it is expected that companies operating in the “energy, chemical, agricultural and defence industries” will benefit from this reduction. The Principle Decision also states that, in addition to the sector, the following criteria must be met. Accordingly, based on the financial statements for the last two years prior to the application date:

• For companies in the renewable energy sector, at least 75% of their revenue must come from renewable energy production sales;
• For companies in the petrochemical sector, at least 75% of their revenue must come from petrochemical production sales;
• For companies operating in the defense industry or providing services in the information and communication technology, software areas for the defense industry, at least 75% of their revenue must come from production/service sales to the defense industry;
• For companies in the agriculture sector, at least 75% of their revenue must come from the sale of raw unprocessed products resulting from agricultural production;
• For companies certified by public administration as having a business model based on advanced technology with high added value that supports green and digital transformation and meeting at least two of the specified conditions under the Principle Decision (e,g., owning a valid patent, having a completed public-supported R&D project within the last five years), at least 75% of their revenue must be derived from these activities.

The Principle Decision specifies that for companies that meet the conditions mentioned in the decision and operate in the relevant sectors, the amounts stated in paragraphs (a) and (b) of Article 8 of the Communiqué No. II-16.1, which are to be observed during the IPO, will be applied considering the following amounts:

ISSUANCES APRROVED BY THE CAPITAL MARKETS BOARD OF TÜRKİYE- MARCH 2024