Recent Development

In our recent alerts dated August 8, 2017, August 18, 2017, and October 25, 2017, we explained the implications of the recent changes to the listing requirements of Borsa İstanbul A.Ş. (“Borsa Istanbul”). Following Borsa Istanbul's changes, the Capital Markets Board ("CMB") also eased the local allocation requirements for IPOs in Turkey by amending the CMB Communiqué on the Sale of Securities No. II-5.2 on December 1, 2017.

What's new?

  • Previously, at least 10% of the total offering was required to be allocated to local retail investors and at least 20% of the total offering was required to be allocated to local institutional investors. The amendment lowered the 20% limit for local institutional investors to 10%. Furthermore, the CMB is entitled to lower both limits to 0% or to double them to 20% considering market conditions, securities' prices, and/or the issuer's demand.
  • The CMB eased the regime for revising the offering price. Accordingly, prior to the commencement of sale and/or bookbuilding, the issuer can lower the offering price or price range by issuing a public disclosure without the need to amend the domestic offering circular (izahname). If the issuer revises the price prior to the commencement of the sale and/or bookbuilding, the offering can start at the earliest on the second day following the public disclosure. If the issuer revises the price within the sale and/or building period, the offering is extended by two business days.

Conclusion

In recent years, Turkish issuers have taken their companies public on stock exchanges abroad due to the rigidity of the former Turkish regulations. Following the Borsa Istanbul's recent changes to its listing requirements, the CMB followed suit and took a great leap in incentivizing issuers to stay in Turkey. These legislative changes will undoubtedly contribute to the homegrown success of Turkish IPOs in 2018.