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NEWSLETTER 2011
104
Sale of Debt Securities by a Private Placement or to Qualified
Investors
22
1
An offer made only to or directed at qualified investors or a private
placement does not require the production of a prospectus and a circular.
In case of a private placement, the number of persons who would buy the
debt securities cannot exceed 100 during and after the registration stage
with the CMB.
Debt securities can be sold to or directed at qualified investors by a
private placement or by soliciting them for the sale. In such case, there
is no limit in the number of persons. In other words, the limit which is
supposed not to exceed 100 is not required herein.
Issuance Limits
Pursuant to the Council of Ministers decision announced in the
Official Gazette on 03.09.2009 and numbered 27338
3
2
, the total amount
of the debt securities to be issued by publicly-held companies must not
exceed ten (10) times the total amount of equity shown on its annual
financial statement for the last accounting period after the statement’s
preparation in accordance with the capital markets legislation, an audit by
an independent auditor, and approval by the general assembly.
The total amount of the debt securities to be issued by non-public
companies must not exceed six (6) times the total amount of equity shown
on its annual financial statement for the last accounting period after the
statement’s preparation in accordance with the capital markets legislation,
an audit by an independent auditor, and approval by the general assembly.
The total amount of the debt securities to be offered to public cannot
exceed half of the general issuance limit calculated above.
1
Qualified investors are local and foreign investment trusts, pension funds, investment funds,
brokerage houses, banks, insurance companies, portfolio management companies, mortgage
finance institutions, pension and aid unions, trusts, funds that were established in accordance
with temporary article 20 of the Social Insurance Law numbered 506, organizations, investors
that are determined as similar to the aforementioned institutions by the CMB and real/legal
persons holding Turkish lira or/and foreign exchange or capital markets instruments in the
amount of at least TRY 1 million as of the date of issuance.
2
Decision dated 03.08.2009 and numbered 2009/15344.