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for any similar reason. (2) Foreign capital market instruments must be
denominated in Turkish Lira or in foreign currencies whose daily exchange
rates are announced by the Central Bank of the Republic of Turkey, (3)
There must be no restriction on the sale of such instruments, on their
financial and administration rights to be used and payments to be made
in Turkey, the country where such capital markets instruments are issued,
(4) There must be no restriction on their transfer or their issuance or there
must be no encumbrance on them, (5) The company which issues foreign
capital markets instruments must have a recent rating that at least suggests
“an investment can be made” rating other than a “at least middle grade”
rating. (6) The CMB may require and set additional conditions in order to
protect the investor’s rights. It must be noted that the Communiqué does
not cover offerings of foreign investment fund shares, and the issue has
been left to the Communiqué on Principals Regarding the Registration of
Foreign Investment Fund Shares Serial: VII No: 14.
By this Communiqué, the conditions for the foreign companies of (i)
a minimum two-year operating period, (ii) having made profits according
to a recent annual financial statement prepared in accordance with
internationally accepted accounting rules, and (iii) a minimum one (1) year
stock exchange listing together with a minimum hundred (100) day stock
exchange trading are no longer required.
In addition, the provision regarding the capital of the foreign company
to be not less than the capital requirement for Turkish investment
corporations on the date of application was abolished.
Representative is a newly used term in the Communiqué. The abolished
Communiqué only uses intermediary institutions (meaning banks and
intermediary institutions) whereas the Communiqué uses the representative
definition. According to the Communiqué, “the representatives” means
intermediary institutions and banks (which do not accept deposits in
Turkey) having both public offering and investment consultancy licenses
from the CMB. Such representatives must have an agreement with the
foreign companies
1
requesting registration of their foreign capital markets
instruments with the CMB or will hold a proxy.
1 The companies or investment corporations which are not deemed to be resident in Turkey
(legal or real persons) and which issue capital markets instruments in accordance with their
legislation.