Disclosure requirements for public companies are set out under Article 15 of the Capital Markets Law and the Communiqué on Disclosure of Specific Events (II-15.1) issued thereunder. It is also expected that the Capital Markets Board will issue a new guide in relation to disclosure requirements to clarify the related rules and procedures for market players.
The communiqué, which entered into force on February 23 2014, essentially maintains the rules of the previous communiqué. In particular, the dual structure under the previous communiqué in relation to disclosure requirements is preserved and the separation of insider information and continuous information remains intact. In this respect, pursuant to the communiqué, any specific event which may have an effect on the value or price of the capital market instruments or the investment decisions of the investors will be qualified as either insider information or continuous information.
With regard to continuous information, the communiqué requires that parties which directly or indirectly reach the specific thresholds stipulated (5%, 10%, 15%, 20%, 25%, 33%, 50%,67% or 95%) by acquisition or disposal of the shares of a specific issuer shall disclose such information. Further, the issuer must disclose other continuous information, such as general information regarding the issuer and the updates in relation to same or information regarding general assembly meetings and capital increases of the issuer. Insider information, on the other hand, must be disclosed under the communiqué when the issuer learns of such information or when it becomes necessary to update information that is already in the public domain. Further, the disclosure requirement is also imposed on related parties which hold, directly or indirectly, 10% or more of the voting rights of the issuer or, regardless of the percentage of the share capital or voting rights they hold, on parties that hold 10% or more of the privileged shares with the right to appoint or nominate the members of the board of directors. In such circumstances, where an issuer deems it appropriate for the protection of the legitimate interests and by assuming all responsibility which may arise therefrom, such issuer may defer disclosure of the insider information, provided that this does not result in investors being misled and as long as such information is kept confidential. The communiqué broadens the scope of this right and allows for related persons under disclosure obligation to defer the disclosure of information under the same conditions imposed on the issuer.
The communiqué also introduces the concept of 'forward-looking information' for the first time. It is expressly stipulated that forward-looking information need not be disclosed. However, if such information is to be disclosed, the following conditions must be met by the issuer:
- A board of directors resolution is required or, if a person is authorised by the board of directors to this end, written approval of the same will be necessary;
- Forward-looking information can be disclosed to the public a maximum of four times per year; and
- In the event of a significant discrepancy between the information disclosed and the actual occurrences, the reasons for such discrepancy shall also be included in the related statements.
The communiqué also requires that disclosed information be continually updated. Even if no change occurs in respect of the information the fact that there has been no change shall also be disclosed, along with the reasons for this, in 60-day intervals.
In order to establish a more efficient capital markets regime, the new Capital Markets Law and the communiqué set out a more detailed disclosure regime and aim to ensure equal access to information for all players in capital markets.
For further information on this topic please contact Kayra Ucer, Gülbin Olgun or Kerem Tayhac Sagocak at Hergüner Bilgen Özeke by telephone (+90 212 310 1800), fax (+90 212 310 1899) or email (email@example.com, firstname.lastname@example.org or email@example.com). The Hergüner Bilgen Özeke website can be accessed at www.herguner.av.tr.