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CAPITAL MARKETS LAW
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converted to the relevant foreign currency based upon the CBT selling
exchange rate on the business day prior to the application to the Board for
the approval of the related serial issuance certificate.
3) If the serial issuance certificate is granted in a foreign currency
other than the currency in which the issuance limit is given, the sale
amount shall be converted to the foreign currency that determined the
limit over the CBT cross rate on the business day prior to the application
to the Board for the approval of the related serial issuance certificate.
Where the cross rate disclosed by the CBT does not exist, CBT selling
exchange rates should be taken into consideration for the calculation.
Debt securities offered to the public must be traded at the exchange
and when application to the Board for approval is made, the issuers shall
also apply to the relevant stock exchange.
The Board may request from the issuers that the payment obligations
regarding the debt securities be guaranteed by a bank resident in Turkey or
by a third legal person, or that the sale be open only to qualified investors.
Authorized Body Decision
A resolution by the general assembly for the issuance of debt securities
is required. Unless clear higher quorums are determined under the
company articles of association, Articles 418 - for public companies; and
421/(3) and (4) - for non-public companies - of the Turkish Commercial
Code (“
TCC
”) regarding meeting and decision quorums of the general
assembly shall be applicable.
The authority to issue debt securities may be transferred to the board
of directors through the articles of association. The articles of association
shall expressly stipulate that the board of directors has the authority to
issue debt securities.
Pursuant to Art. 505 of the TCC, the general assembly may delegate
the authority to issue debt securities to the board of directors for a
maximum of 15 months. The related general assembly resolution shall
expressly stipulate that the authority to issue has been transferred to the
board of directors.
The maximum amount of debt securities intended to be issued and
whether or not the sale will be held through public offering, or by private