Our Capital Market Law No. 6362 was published in the Official Gazette dated 30/12/2012.
The scope of the capital market law can be specified as the whole of the rules regarding the regulation and supervision of the capital market in order to ensure the functioning and development of the capital market in a reliable, transparent, effective, stable, fair and competitive environment and to protect the rights and interests of the investors.
The following are subject to the provisions set out in the Capital Market Law No. 6362:
Capital market instruments and issuance of these instruments, issuers, public offerers, capital market activities, capital market institutions, stock exchanges and other organized markets where capital market instruments are traded, market operators, Turkey Capital Markets Association, appraisers association of turkey, central clearing institutions, central depository institutions, Central Registry Agency and Capital Markets Board.
In the event that there is no provision in the Capital Market Law or secondary legislation in any dispute, a result is reached according to general provisions.
Concepts :
Original capital: It is the minimum amount of issued capital that joint stock companies with registered capital must have.
STOCK EXCHANGE:
It was established as a joint stock company. It ensures that capital market instruments, foreign exchange and precious metals, precious stones and other contracts, documents and securities approved by the Board can be bought and sold easily and securely under free competition conditions. It brings together the purchase and sale orders operated and / or managed by itself or the market operator in order to determine and announce the resulting prices. It makes easier for these orders to come together. It is the expression used to define to systems and marketplaces that are authorized and regularly operating in accordance with this Law.
ISSUED CAPITAL:
It is the definition of the capital representing the sold shares of joint stock companies with registered capital.
PUBLICLY-HELD PARTNERSHIP:
They are joint stock companies whose shares are offered to the public or deemed to have been offered to the public, except for those who raise money through crowdfunding platforms.
PUBLIC OFFERING:
It refers to a general call made by any means for the purchase of capital market instruments and the sales process made following this call.
ISSUE:
It refers to the issuance and sale of capital market instruments by issuers, with or without public offering.
ISSUER:
Except for those who collect money through crowdfunding platforms, it refers to legal entities that issue capital market instruments, apply to the Board to issue them or whose capital market instruments are offered to the public and investment funds subject to this Law.
MORTGAGED CAPITAL MARKET INSTRUMENT:
This definition refers to covered bonds, mortgage-backed securities, capital market instruments other than shares issued by mortgage finance institutions, and other capital market instruments issued on the basis of or under the guarantee of these receivables.
Registered Capital:
Provided that there is a provision in their articles of association, they are the capitals registered and announced in the trade registry, showing the maximum amount that joint stock companies can issue shares without being subject to the provisions of the Turkish Commercial Code dated 13/1/2011 and numbered 6102, with the decision of the board of directors.
SECURITIES:
Refers to the following, excluding money, checks, policies and bonds:
1) Shares, other assets like shares and depositary receipts for the said shares,
2) Debt instruments or debt instruments based on securitized assets and revenues and depositary receipts for the said securities.
CAPITAL MARKET INSTRUMENTS:
It refers to securities and derivative instruments and other capital market instruments determined by the Board to be within this scope, including investment contracts.
CENTRAL REGISTRY AGENCY:
It carries out the procedures regarding the dematerialization of capital market instruments. It is a joint stock company with a private law legal personality established to monitor these dematerialized instruments and their rights in electronic environment, by members and beneficiaries, to record, perform their central storage and to perform other duties assigned by the Board within the framework of the capital market legislation.
DERIVATIVE INSTRUMENTS:
Refers to other derivative instruments listed below or determined to be within this scope by the Board.
1) Derivative instruments that give the right to buy or sell or exchange securities.
2) Derivative instruments whose value depends on the price or yield of a security, derivative instruments that depend on a currency price or a price change, derivative instruments based on interest rate or change in rate, derivative instruments linked to a precious metal or a precious stone price or price change, derivative instruments linked to a commodity price or a price change, Derivative instruments linked to statistics published by institutions approved by the Board or changes in them, derivative instruments that provide credit risk transfer, have measurement values such as energy prices and climate variables and are dependent on an index level or change in the level formed from these, derivatives that give the right to interchange the derivatives of these instruments and the underlying assets listed.
3) Leveraged transactions to be made on foreign currency and precious metals and other assets to be determined by the Board.
INVESTOR COMPENSATION CENTER (YTM):
It is a public legal entity established in order to fulfill the compensation decision taken by the Board within the framework of this Law, in the event that investment firms fail to fulfill their obligations to deliver cash payment or capital market instruments arising from investment services and activities.
INVESTMENT ENTERPRISE:
It refers to intermediary institutions and other capital market institutions and banks whose establishment and operating principles are determined by the Board to perform investment services and activities.
CROWD-FUNDING:
It is the collection of money from the public through crowdfunding platforms without being subject to the provisions of this Law regarding investor compensation within the principles determined by the Board in order to provide the funds needed by a project or venture company.
ISSUANCE OF CAPITAL MARKET INSTRUMENTS:
Announcements, advertisements and explanations regarding the issue must be consistent with the offering circular, and must not contain false, exaggerated and misleading information.
Issuers are responsible for damages arising from incorrect, misleading and incomplete information contained in the offering circular.
In case it is clear that the damage cannot be compensated from the said persons; the public offerers, the leading brokerage house intermediating the issuance, the guarantor, if any, and the members of the board of directors of the issuer are liable to the extent that damages can be attributed to them according to their faults and the requirements of the situation.
Individuals and institutions that prepare reports prepared to be included in the offering circular, such as independent audit, rating and valuation institutions, are also liable within the framework of the provisions of this Law for incorrect, misleading and incomplete information included in their reports.
In order for capital market instruments to be offered to the public or to be traded on the stock exchange, a offering circular must be prepared and this offering circular must be approved by the Board.
However, collecting money from the public through crowdfunding is carried out through crowdfunding platforms authorized by the Board to operate. In addition, it is not subject to the provisions of this law regarding the obligation to prepare a offering circular or issue document.
The Board determines the procedures and principles regarding the following:
According to the type and nature of the issuer and the capital market instruments to be offered to the public or to be traded in the stock exchange, the minimum information required in the offering circular, the guarantor and the nature of the guarantee, the documents that forming the offering circular, the form of the offering circular, its release to the public, its publication, announcements and advertisements, reference to previously published information in the offering circular, terms of sale, amendments to the approved offering circular, and the principles regarding partial or complete exemption from preparing and publishing the offering circular.
The application for the approval of the offering circular is finalized by the Board within ten business days following the submission of the offering circular prepared in accordance with the Board's regulations and other required information and documents to the Board and notified to the relevant parties. This period is twenty business days in the first public offerings.
In case the information and documents submitted in the application for approval of the offering circular are missing or additional information and documents are needed, the applicant is informed within ten working days from the date of application and the deficiencies are requested to be corrected within the period to be determined by the Board. In this case, the periods stipulated in the second paragraph start to run from the date the said missing or additional information and documents are submitted to the Board.
After the offering circular is approved, it is published within the framework of the principles to be determined by the Board. It will not be registered in the trade registry and announced in the Turkey Trade Registry Gazette. However, the point where the offering circular published and registered is announced and registered in the in Turkey Trade Registry Gazette.
It is possible for the offering circular to be announced within the framework of the principles to be determined by the Board before it is approved.
