84 NEWSLETTER 2021 Public Offering Legislation The concept of public offering is defined under Article 3/1-f (Abbreviations and Definitions) of Capital Markets Law No. 6362 (“CML”)3 as a general call for the purchase of capital market instruments by any means, and the sale made following this call. Among the CML and secondary legislation, public offerings of companies is essentially based on the CMB’s Communiqué on Shares under serial number VII-128.1 (“Communiqué on Shares”) and Communiqué on Prospectus and Issue Document under serial number II-5.1 (“Communiqué on Prospectus”). The aforementioned regulations contain the general principles regarding the public offering of company shares, which are generally mentioned below. The process to be followed, and the documents to be submitted, vary according to the relevant public institution or organization. During the public offering process, the CMB approves the prospectus and ensures that all information regarding the company is included therein. Borsa İstanbul A.Ş. (“BIST”) ensures to establish whether or not the company is a functioning enterprise. As Merkezi Kayıt Kuruluşu A.Ş. (Central Securities Depository) (“CSD”) will monitor the owners of companies’ shares and their transfers, and it requests the documents that will provide this. Since the public disclosure platform (Kamuoyu Aydınlatma Platformu) (“PDP”) will establish communication between the company and the investors, the relevant records must be submitted. Conditions Regarding Public Offerings The first public offering of the shares of non-public partnerships is regulated under the Communiqué on Shares. As per Article 5 (Prerequisite Conditions to Be Applied Before Initial Public Offering of Shares of Nonpublic Corporations) of the Communiqué on Shares, the first condition is that the current capital is fully paid. Among others, one further condition regarding the financial statements of the companies whose shares will be offered to the public for the first time is further stated under the aforementioned provision. Accordingly, pursuant to the most recent financial statements to be included in the 3 Capital Market Law No. 6362, OG No. 28513, 30.12.2012.
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