The Capital Markets Board’s Resolution on the Deduction of the Amounts in the Preliminary Conditions to be Complied with Prior to the Initial Public Offering

Capital Markets Board's (CMB) Resolution numbered i-SPK 128.22 (Resolution) was published in the Capital Markets Board Bulletin dated 28.03.2024 and numbered 2024/17.

In light of the 12th Development Plan approved on 31.10.2023, it has been stated that it is difficult for corporations to reach a certain threshold in their financial statements because they operate in different sectors, and introduction of different regulations on a sectoral basis shall be allowed.

Pursuant to the second paragraph of the fifth article of Share Communiqué No. VII-128.1, it has been decided to deduct the total assets and net sales revenue amounts (Resolution Amounts) specified in subparagraphs a and b of the first paragraph of the eighth article of Communiqué No. II-16.1. In this framework, the Resolution Amounts for the years 2022 and 2023 were determined as TRY 180,000,000 and TRY 270,000,000 for net sales revenue and TRY 300,000,000 and TRY 450,000,000 for total assets, respectively.

Certain regulations have been introduced for companies operating in the renewable energy, petrochemical, defense industry and agriculture sectors. It has been decided to apply the Resolution Amounts to the companies operating in the aforementioned sectors, which have been prepared in accordance with the CMB regulations and undergone an independent audit, and which derive at least 75% of their revenues from sales in the aforementioned sectors as of the financial statements of the last two years prior to the application date.

In addition to the above-mentioned provisions, various arrangements have also been envisaged for companies with an innovative and scalable business model based on advanced technology that supports green and digital transformation. It is decided to apply the Resolution Amount to companies that are certified by a public authority to have a relevant business model and that fulfill any two of the five criteria listed below:

• To be approved from one of the regions that is a Technology Development Zone as of the application date and to operate in this region, to have an active R&D Center approved by the Ministry under Law No. 5746 on Supporting Research, Development, and Design Activities (Law No. 5746);
• To have a publicly funded R&D project initiated or completed within the last five years, to have a patent certificate issued by the Turkish Patent and Trademark Office, to receive support within the scope of R&D, P&D, and Innovation Support from the Turkish Small and Medium Scale Enterprises Development Organization (TSMSEDO).