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COMMERC I AL LAW
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must be at least equal to the equity of the corporation to be transformed;
and total assets must be at least two times the equity of the corporation to
be transformed. Leading shareholders having the capacity of public entity
and non-profit legal persons working for the public interest are not subject
to the financial adequacy requirements apart from their own legislation.
The IIT has to go public after the registration of the portfolio
management license, and the minimum required amount of floating shares
has to be 49% of the capital. That amount can also be allocated to private
equities and institutional investors.
The IITs may invest in a certain infrastructure company or project
before its operation period or to the Infrastructure Companies and projects
in the operating period under the conditions that such a provision exists
in their articles of association. However such investments may not exceed
60% of the portfolio value and, the allotment offering of the shares of the
corporation to the qualified investors or previously determined investors
can be performed by mentioning on the prospectus and the circular.
Share transfers within the IIT before going public are subject to the
approval of the Board. At least one third of the board members have to be
independent, as the Communiqué accepts corporate governance principles
similar to the REIT regulations issued by the Board.
The IIT investment capability includes investments in infrastructure
projects or services, projects, other IITs and infrastructure companies,
infrastructure projects’ receivables-backed securities, operating companies
and other securities deemed eligible by the Board which the latter have not
to be exceeded 25% of the total portfolio value.
The following criteria should be taken into consideration by the IITs
when investing.
- They shall not invest in more than 10% of their portfolio to the
securities of a single corporation.
- They shall not own more than 5% of capital or voting rights in any
corporation.
- The shareholders having 10% or more of the capital or voting rights
in a corporation, members of the board of directors or general
manager with more than 10% of capital separately or together
shall not invest 10% of the company portfolio. The separate