Capital Markets Council (CMB) With regard to the decision of principle regarding public offer processes, announced to the public on March 24, 2022, Turkish Capital Markets Association (TSPB) announces the adoption of a further decision, taking into account the requests presented by the Council to the Council.
In the communication of the Board it was noted the need to make further clarifications regarding the decision of principle published on 24 March, for which a new political decision was adopted.
According to the information contained in the CMB bulletin, the new decision of principle adopted by the Council regarding public offers is as follows:
The main decision of the decision-making body of the council numbered i-SPK.45.5 (dated 06/16/2022 and sk 32/917):
With the decision in principle of the Board Deliberative Body numbered i-SPK.45.4 (dated 03/24/2022 and sk 14/461), the requests subject to credit transactions by intermediary entities in the initial public offer of the shares of the companies of persons (Notice on the sale of capital market instruments numbered II-5.2) It is considered as a request for cash within the meaning of the fifth paragraph of Article 5 of the Turkish Commercial Code.
Regarding the resolution Given the requests submitted to our Board by the Turkish Capital Markets Association, it was necessary to provide further explanations for the implementation of some issues. decided:
a) In the first public offer of company shares, the requests of investors who intend to purchase the shares must be received in accordance with the methods and principles specified in the fifth and sixth paragraphs of the Notice on the sale of capital market instruments numbered II-5.2 (Notice no. II-5.2). In this context, the investor is required to file a claim with the cash amounts in their accounts with the intermediary institutions to which they forward their requests, or by blocking the assets under Article 5, sixth paragraph, of Press Release No. . II -5.2 as specified in the prospectus. Pursuant to article 15 of the serial press release: V, n. 65 on the purchase of credits, short selling, lending and lending of capital market instruments (serial release: V, no.65), the instruments of the members of the consortium which are not subject to a prohibition during a public offering Institutions may require their clients to enter into an overdraft transaction in capital market instruments. However, in the event that the overdraft operations in capital market instruments are carried out in this way, the cash provided as a loan is blocked in a separate account by the intermediary institutions to be transferred to the relevant bank account, as in the case of the cash requests, and starting from the moment of transmission of the request, when the request for a public offer is presented by the investors. It is mandatory to act in accordance with the provisions of the Serial Notice: V, no. 65 on capital market overdraft transactions, including general transaction limits, special transaction limits and minimum capital ratios. In primary market operations relating to the public offering of shares and in the collection of demand, brokerage companies may not carry out transactions of a value lower than the value of the shares required to be purchased by their customers under Article 9 of the Serial Release : V, No: 65.
In this context;
a) I. Institutional investors (professional clients other than those defined in the Council regulation on investment institutions, as defined in Article 4, letter j) of the first paragraph, of the Press Release numbered II-5.2 and considered professionals on demand)
– Provided that the risk of non-payment in cash requests is assumed by the authorized institutions, the capital market instrument may pay the price after the end of the accounting period, i.e. at the time of transmission of the cash demand of institutional investors, the money corresponding to the price of the shares they intend to purchase is transferred to the relevant bank account indicated in the prospectus. It does not need to be locked in a separate account,
– If they request cash using a loan, the money corresponding to the price of the shares they wish to purchase should be held in a separate account by the intermediary institutions to be transferred to the relevant bank account indicated in the prospectus,
ii. In the event that individual investors (natural and legal persons outside the definition of institutional investor referred to in Article 4, paragraph (a), first paragraph, of Press Release no. II-5.2) make a request for cash, the liquidity corresponding to the price of the shares they want to buy (cash using credits) must be deposited with the competent investment institution at the time of the request and such money must be blocked in a separate account by the intermediary institutions to be transferred to the reference bank account indicated in the prospectus, at the time of submitting the request,
iii. In the event of a request in the context of Article 5, sixth paragraph, of Press Release no. II-5.2, private and institutional investors are subject to the same principles,
b) It is not possible that the investor’s liquidity collected for participation in the public offer is blocked with the reason for participating in the public offer and that it is accepted in equity in the purchase of uncovered capital market instruments,
c) In the context of cash requests, the liquidity of the account to which the loans attributed to customers are transferred can be freely determined between the parties, provided that the method of remuneration of the intermediary institution does not cause damage to the capital and the price of the shares. that investors wish to purchase is transferred to the relevant bank account specified in the prospectus within the period specified in the prospectus on the calculation of interest; Provided that the relevant prospectuses contain a provision indicating that the credit can be used in accordance with this decision of principle, the date range to be taken as a basis can be determined in accordance with the provisions of the framework agreement to be concluded between the set off,
d) Intermediaries argued that cash or securities should be frozen in response to investor requests, without any collateral (including investors with a credit limit but not an extended credit or gap limit) as part of the position practice of open clearing), in other words, no operations can be carried out under Article 9, entitled “Guarantee of operations carried out during the clearing period” of the Serial Notice: V, no. 65, in the first public offer of shares in partnerships,
D) In calculating the amount of the demand that can be made in exchange for the blocked asset, in cases where the capital market instruments in the investor accounts are accepted as capital for the requests that will be the subject of credit transactions, or in requests for be presented by placing the assets under block in the context of article 5, sixth paragraph, of Press Release n. II-5.2, Series: V, n. : It is necessary to implement the matters included in article 12 of the Communiqué numbered 65,
to) Pursuant to the fourth paragraph of article 5 of the Prospectus and of the Issue Document numbered II-5.1, in the event that the issuers wish to issue the capital market instruments to be traded on an exchange, it is mandatory that the issuers apply to the exchange for the trading of the capital market instruments to be issued, in addition to their application for approval to the İstanbul A Stock Exchange Council. eye sight
keep in consideration; Provided that follow-up is allowed in the accounting systems of intermediary institutions, the value of the public offering of the share being applied for and the İstanbul AŞ Exchange. taking into account the valuation coefficient of the market in which it will be traded; In the context of the relevant articles of the Serial Press Release: V, n. 65, it was decided to include the calculation of the investor’s equity, limits and capital protection ratio.
B) As regards the implementation of article 5, second paragraph, of the Serial Communiqué: V, n. 65 (in all transactions not limited to public offerings):
– It is mandatory to determine a credit limit for each customer with whom a credit transaction agreement has been entered into and to notify the data retention institution of this limit determined at the date of the decision. When determining the ceiling, it is mandatory to provide financial information, solvency, liquidity and any other necessary information and documentation to support customers.
– An electronic decision book is also kept in the credit committee decision book, and the decisions taken are also recorded in the electronic decision book with timestamp indicating the date and the progressive number according to the documentary and registration regulation of the Board at the date of signing the book of decisions of the credit committee.
In this context,
I) Indicating the date and the progressive number according to the documentary and registration regulations of our Board on the date of signing the book of decisions of the credit committee,
ii) Keep a record of credit committee decisions in a way that cannot be changed,
iii) Scanning of the relevant page of the credit committee decision book and electronic signature in the e-YKS system,
In the event that the e-YKS system of the Central Registry Agency is used, it has been decided that the obligation of the intermediary institutions to keep the electronic book of decisions of the credit committee has been fulfilled.
By 31.12.2022 the necessary preparations for the application of the electronic decision book should be completed and started, which will be kept time stamped by the intermediary institutions.
– Pursuant to art. 5, first paragraph, of the press release Serial: V, n. 65; Without prejudice to the fact that the duties and responsibilities are determined in the internal control procedures of the intermediary bodies, the authority to determine the ceiling for customers by the credit committee is authorized by the general manager and / or by the deputy general managers. If the ceiling determined for the customer by the delegated general manager and / or deputy general managers is subsequently approved by the credit committee, the limits previously determined by the general manager and / or deputy general managers are not taken into consideration in the calculation of the limits to be given later.
– Intermediaries are required to define a separate group credit limit for customers in the context of Article 8, third paragraph, of the Serial Notice: V, no. 65. Group credit limits assigned to clients in this area are recorded in both the credit committee decision book and the electronic decision book and are reported to the data retention institution at the date of the decision.
– It was decided that banks are not obliged to keep an electronic decision book regarding the purchase of credits of capital market instruments and to notify Merkezi Kayıt Bürosu A.Ş.
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