CMB has issued the Communiqué No II-22.1 on Shares to be Redeemed (“Communiqué”) (published in the Official Gazette dated January 3, 2014 and numbered 28871) and regulated public company’s acquisition of its own shares with a communiqué for the first time. Such issue was previously regulated with a CMB decision. The Communiqué mainly sets forth the principles regarding company’s acquisition of its own shares and securing its shares with a pledge, disposal or redemption of acquired shares and public disclosure of such transactions. Some of the issues covered by the Communiqué are set out below:The program period regarding acquisition of the shares increased to at least 3 years for the companies the shares of which are traded on Borsa Istanbul. Total amount of the acquired shares shall not exceed the total amount of the sources subject to the distribution of profit in the last annual financial statement. Share acquisitions of the affiliates of public companies, share acquisitions of the third persons on his behalf but for the account of the affiliates of the companies, securing a pledge of the third persons on his behalf but for the account of the affiliates of the companies are within the scope of the Communiqué.
CMB has issued the Communiqué II-17.1 on Corporate Governance (“Communiqué”) (published in the Official Gazette dated January 3, 2014 and numbered 28871) to replace communiqués on determination and application of the corporate governance principles and principles regarding joint stock companies subject to the CML. New corporate governance principles are attached to the Communiqué.
The obligation to pass a resolution of the board of directors determining the principles of the transaction to be made with the related parties of the company is regulated in the Communiqué. Such provision also applies to the affiliates of the company.
In addition, the Communiqué stipulates that the investor relations unit of the company shall work directly under the general manager, deputy general manager or any other manager with administrative liability equaled thereto and shall submit a report at least once a year to the board of directors in relation to the activities carried out.
CMB published the Communiqué III-58.1 on Asset Backed and Mortgage Backed Securities (“Communiqué”) (published in the Official Gazette dated January 9, 2014, 28877) replacing the communiqués on asset finance funds/ asset backed securities and housing finance funds/ mortgage backed securities. Some of the rules covered by the Communiqué are set out below:Banks, financial leasing and financing companies, mortgage financing institutions and investment entities with broad authorities are allowed to establish asset finance/housing finance funds. Legal entities, institutions and organizations which transfer their assets to the fund portfolio or mortgage financing institutions are defined as originators. Along with public offering and sale to the qualified investors, asset backed and mortgage backed securities can be sold through private placement unless their minimum unit nominal value is less than TL 100,000.
Communiqué III-59.1 on Covered Bonds (“Communiqué”) (published in the Official Gazette dated January 21, 2014, 28889), replaces the communiqués on both asset covered bonds and mortgage covered bonds. In the Communiqué, the term “covered bond” is defined and the limit for the outstanding proportion of the issued covered bonds is determined. Depending on the rating note, the issuance limit could be doubled. In addition, the opportunity is provided for the financial leasing companies and finance companies to be mortgage covered bonds issuers, along with the banks and mortgage finance companies.
Communiqué VI-104.1 on Market Abuse Actions (“Communiqué”) (published in the Official Gazette dated January 21, 2014, 28889) regulates the determination of actions and transactions which cannot be explained with a reasonable economic or financial reason and prevent the operation of Borsa Istanbul and other organized markets in safety, clarity and stability. The Communiqué further determines the sanctions to be applied to the persons who carry out such actions and transactions.
Communiqué V-101.1 regarding Measures to be Applicable in the Investigations of Insider Trading and Manipulation (“Communiqué”) (published in the Official Gazette dated January 21, 2014, 28889) has been issued by the CMB. The purpose of the Communiqué is to take necessary measures in the event the crimes of insider trading and manipulation are committed or there is a reasonable doubt on the fact that such crimes have been committed, so that an effective operation for the market is provided.
Communiqué V-102.1 regarding the Obligation to Notify the Insider Trading and Manipulation Crimes (“Communiqué”) (published in the Official Gazette dated January 21, 2014, 28889) regulates the obligation of notification regarding crimes of insider trading and manipulation defined in the CML. The principles regarding confidentiality of the notifications and protection of the notifying persons is also among the issues covered by the Communiqué. In addition, guiding regulations on the procedures and form requirements of the notifications take place in the Communiqué. According to the Communiqué, investment entities shall notify CMB of suspicious transactions they come across within five days. The Communiqué shall enter into force on July 1, 2014.
CMB has issued the Communiqué II-19.1 regarding Dividends (“Communiqué”) (published in the Official Gazette dated January 23, 2014, 28891) which, among other issues in regards to the dividend distributions, determines the rules regarding the minimum content of dividend distribution policies in public companies. Pursuant to the Communiqué, the dividends shall be distributed to the shareholders pro rata their shareholding ratio and the issuance and acquisition dates of the shares shall be ignored and Dividends shall not be distributed to the owners of privileged or usufruct shares, members of the board of directors, employees of the company and persons other than the shareholders without a provision in the articles of association of a company.
CMB has issued the Communiqué II-26.1 regarding Tender Offers (“Communiqué”) (published in the Official Gazette dated January 23, 2014, 28891). The Communiqué mainly sets forth principles and procedures regarding mandatory and voluntary tender offers arising from the changes in the management control. In this regard, the definition of management control is amended pursuant to the Capital Market Law as owning 50% or more of the voting rights of the company directly or indirectly with the related parties or individually; differently from the previous communiqué which used to cover both voting rights and shares.
In order to submit an alternative to the market for the financing of infrastructure investments, the Communiqué regarding Infrastructure Real Estate Investment Trusts was published in the Official Gazette, dated January 29, 2009 and numbered 27125. Such communiqué is repealed by the Communiqué No. (III.48.4) (published in the Official Gazette dated January 23, 2014, 28891) and Communiqué No. (III-48.1a) ("Amendment"), which is amending the Communiqué regarding Principles of Real Estate Investment Companies (published in the Official Gazette dated January 23, 2014, 28891) has been issued by the CMB in order to insert provisions in regards to Infrastructure Real Estate Investment Trusts ("Infrastructure REITs") to such Communiqué.
With the Amendment, regulations regarding Infrastructure REITs are further developed in order to provide the market an efficient financial instrument in the financing of projects that require high capital. In addition, in order to draw the attention of foreign investors to this model, the opportunity of sale to the qualified investors is provided. In the event this model is utilized, the financing of big projects through capital markets without placing any burden to the public budget and transferring the revenue of such projects to the investors will be possible.