Thresholds for Public Offering and Transition to the Registered Capital System Are Determined for 2025 With the Capital Markets Board Decision

The Capital Markets Board Decision (Decision) dated 26.12.2024 and numbered 66/2058 is published in the Capital Markets Board Bulletin dated 31.12.2024 and numbered 2024/60. With the Decision, the amounts subject to revaluation in the Capital Markets Law No. 6362 and other regulations issued based on this law are determined for 2025. 

Under the Decision:

In the year-end financial statements, prepared and audited by independent auditors under the regulations of the Capital Markets Board, of the companies whose shares will be subject to initial public offering,

• For 2023, the total assets must be at least TRY 1,500,000,000 and the net sales revenue must be at least TRY 750,000,000,
• For 2024, the total assets must be at least TRY 2,400,000,000 and the net sales revenue must be at least TRY 1,200,000,000.

The paid-in capital amount of the companies that will adopt the registered capital system must be at least TRY 150,000,000.

For the initial public offerings, if the market value of the shares to be offered to the public, is to be calculated based on the public offering price, excluding over-allotment,

• is less than TRY 600,000,000; the intermediary institutions shall underwrite all of the unsold shares,
• is between TRY 600,000,000 and TRY 1,200,000,000; the intermediary institutions shall underwrite all of the unsold shares up to TRY 600,000,000, and half of the remaining unsold. 
• is more than TRY 1,200,000,000; there is no obligation to make an underwriting. 

For the initial public offerings, if the market value of the shares to be offered to the public, excluding over-allotment, to be calculated based on the public offering price is below TRY 750,000,000, the shares corresponding to 25% of the nominal value of the shares to be offered to the public must be kept ready for sale by completely restricting the shareholders' rights to purchase new shares before the approval of the prospectus for the public offering.