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Finally, the Communiqué also regulates that the disclosure policy
of the issuer has to include the disclosure principles for forward look-
ing statements.
Disclosure of Executives and Their Operations
According to the Guide, the executives encompass all the people
who are on the Insider List. Furthermore, the authorized persons pre-
sent in the signature circular, the legal persons that are controlled
directly or indirectly by the executives, the Board of Directors mem-
bers and the senior managers of the parent company are counted as
examples for executives in the Guide.
The Communiqué also includes some new persons in addition to
the persons considered as closely associated with executives. In this
scope, the directors entitled to make executive decisions or the mem-
bers of the Board of Directors of affiliate companies that contribute to
10% or more of the total assets in the last year’s financial statement,
are considered as the persons closely associated with executives.
The Communiqué regulates a new disclosure obligation in the
event the transaction volume including purchase-sale of (i) shares or
capital market instruments pertaining thereto exceed TRY 50,000 or
(ii) capital market instruments other than those shares traded on the
stock-exchange exceed TRY 100,000. As the latter disclosure obliga-
tion was not regulated in the former communiqué, special attention
must be paid for compliance.
Pursuant to the Communiqué, a disclosure in respect of transac-
tions in the stock exchange has to be made (i) at latest one work-day
prior thereto without indicating the sale price, and (ii) also after the
sale with the pertinent information. The Guide further indicates that if
the sale does not occur, reasons for the cancellation shall be disclosed.
Ongoing Information
With the new Communiqué, the scope of the ongoing information
is revised and the upper threshold regarding the disclosure obligation
for shareholding changes is increased from 75% to 95%. For non-pub-
lic companies, the disclosure thresholds are limited to 25%, 50% and
67% of shareholding. Furthermore, the scope of disclosure is also
revised.
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NEWSLETTER 2014