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CAP I TAL MARKET S LAW
177
Sales of Foreign Capital Market Instruments and Depository
Receipts in Turkish Capital Markets
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Preamble
The “CommuniquéRegarding theSale andRegistrationwith theCapital
Markets Board of Foreign Capital Market Instruments and Depository
Receipts Serial: III, No: 44 (hereinafter referred to as the “Communiqué”),
which regulates principles regarding registration with the Capital Markets
Board of Turkey (hereinafter referred to as the “CMB”) of public offerings
and sales of foreign capital market instruments and depository receipts,
came into effect upon publication in the Official Gazette dated 23.10.2010
and numbered 27738. By this Communiqué, the previous Communiqué
regarding the Sale and Registration with the Capital Markets Board of
Foreign Capital Market Instruments Serial: III and No: 20 published in the
Official Gazette dated 20.03.1996 and 22586 was abolished (hereinafter
referred to as the “Abolished Communiqué”).
A brief summary of the changes brought by the Communiqué and its
differences from the abolished Communiqué are given below:
Changes, Differences
The Communiqué regulates and sets forth the rules regarding a)
public offerings of foreign capital market instruments and depository
receipts, b) allocations or sales of these foreign capital market instruments
and depository receipts to qualified investors, c) the issuance of shares
of foreign companies which are listed on the Istanbul Stock Exchange
(hereinafter referred to as the “ISE”).
The substantive change in the Communiqué is that the public offering
of foreign stocks in Turkey is no longer required to be conducted within
the framework of depository receipts.
Foreign capital market instruments to be offered to public: (1) a)
must be listed on at least one stock exchange in the issuer’s country (the
provision regarding the stock exchange which must be acceptable to the
CMB is abolished) b) if they are not listed, the application of such issuer
must not have been rejected in order to protect the investors’ rights or
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Article of December 2010