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CAP I TAL MARKET S LAW
183
A New Era for Public Offerings
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A new communiqué called “Communiqué on Principles of Sale
Techniques on Public Offerings of Capital Market Instruments” (Serial:
VIII, No: 66) (hereinafter referred to as the “Communiqué”) was
published in the Official Gazette dated 3 April 2010 and numbered 27541
by the Capital Market Board. This is the beginning of a new era for public
offerings.
The fees for the shares, sale, and distribution principles of capital
market instruments are freely defined in the circular by the issuer and/or
shareholders with the leader of the consortium.
The percentage of allocation to be provided to investor groups
should be defined in detail in the circular. Provided that the principles are
determined in the circular, the amount of capital market instruments can be
restricted minimally or maximally by the board of directors of the issuer or
the shareholders. This means that since the minimal restriction was fixed,
the maximum restriction is not required.
At least 10 percent of any capital market instrument to be publicly
offered shall be allocated to onshore personal investors and at least 10
percent shall be allocated to onshore corporate investors, except the
additional sale right. These restrictions are not applied to public offerings
regarding the sale on the stock exchange.
Without exceeding the minimal restrictions, the allocated amounts
should be replaced between the groups subject to the clear explanation in
the circular regarding this subject.
During the term of the public offering, the issuers and/or shareholders
are responsible for the accuracy of all information, the presentation
and other explanations of other meetings, and equal disclosure of all
information to all investors. Intermediary institutions are also liable for
any malfeasance as to acts expected from them.
During the allocation, except for the qualified investors, the treatment
of other investor groups should be equal and fair without discriminating
their intermediary institutions.
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Article of May 2010