The CMB prepared and enacted the Communiqué Regarding the Principles in relation to the Disposal of Securities Given by Intermediary Firms (Serial: V, No: 101) on 13 April 2009. This communiqué has introduced new provisions in relation to the types of securities provided by intermediary firms, the calculation of the values and the valuation of these securities (such as guarantees and collateral), along with the provisions with respect to releasing these securities by the CMB.
The CMB is currently drafting a communiqué amending the Communiqué Regarding the Principles in relation to Merger and Acquisition Transactions. The amendments aim to reduce the requirements for mergers and acquisitions where at least one of the parties to the transaction is a public company. The reduction of requirements is planned in respect to financial statements and independent audit reports, board of directors' reports and expert company reports.
Additionally, this communiqué aims to include new principles in relation to public disclosures. It is also worth mentioning that the last version of the draft circulated on 15 April 2009 indicates the direct application of the communiqué provisions to applications filed and in review as at the date of the enactment of this communiqué.
The CMB prepared and enacted the Communiqué Amending the Communiqué Regarding Companies Providing Real Estate Valuation Services and the Principles in relation to Adding these Companies to the Permitted Company List by the Capital Markets Board (Serial: VIII, No: 60) on 30 May 2009. This Communiqué has introduced further obligations for companies rendering real estate valuation services within the scope of capital markets, along with the introduction of new provisions with respect to temporary suspension, delisting conditions and new notification requirements.
The CMB introduced the Communiqué Regarding the Principles in relation to the Principles with respect to the Submission of Electronically Signed Information, Documents and Disclosures to the Public Disclosure Platform (Serial: VIII, No:61) on 30 May 2009. According to this Communiqué, it is now possible for listed companies to make online submissions of the relevant documents, such as financial reports, public disclosures, circulars, prospectuses, minutes of general assemblies and other documents stated in the Communiqué, to the Public Disclosure Platform in compliance with the principles and procedures indicated within the Communiqué.
CMB is currently drafting a communiqué regulating the principles and procedures in relation to tender offers for the shareholders of the public companies. This communiqué aims to broaden the principles regarding mandatory and voluntary tender offers, increases in shareholding ratios subject to the obligation to make tender offers to other shareholders within the company, determinations and limitations with respect to the calculation of offering prices, periods and duration of offerings, exemptions from the mandatory obligations and other principles in relation to voluntary tender offers.
As a result of the recent fluctuations within the Istanbul Stock Exchange the value of most public company stocks has fallen below their nominal value. Additionally, as the legislation stipulates that shares representing company capital shall not be sold below their nominal values, most companies affected by the fluctuations were unable to increase company capital by way of public offerings.
Accordingly, capital increases for companies, the stock values of which have fallen below their nominal value, are only possible by way of a capital decrease where the nominal value of the shares is decreased or the number of shares is reduced. Principles and procedures with respect to such capital decreases are indicated within the Weekly Bulletin published by the CMB. The circumstances where the capital of the company may be decreased, the required documents and procedures with respect to such decreases, and the meeting and decision quorums are also indicated in the Bulletin.
Due to the recent fluctuations throughout the international financial markets, the need to introduce new regulations to the scope of capital markets legislation has come to light.
The Capital Markets Board ("CMB") has progressed with the introduction of new legislations to minimise the damage caused by recent fluctuations. Additionally, the CMB has initiated the drafting of communiqués in relation to tender offers and mergers and acquisitions.