The Proposed Amendments to the Capital Markets Law No. 6362 (the "Law") was introduced for discussion to the Grand National Assembly of Turkey on February 6, 2020.
New establishments: Debt instrument holders board, trust and project financing
- The Law establishes a bondholders meeting enabling investors to act jointly; allows the appointment of representatives of bondholders; and provides various opportunities to ensure the feasibility of restructuring in case of default.
- The amendments introduce the concept of security trusts/agents, which has a wide scope of application in international capital markets.
- The draft law defines project financing technique and introduces project financing funds and project-backed securities into Turkish capital market law; and grants investors with the ability to invest in projects irrespective of the risks pertaining to the project financing fund founder and fund user.
Expanding the scope of crowdfunding
- The Law enables crowdfunding by means of borrowing in addition to the existing share-based crowdfunding.
Limitation of the scope of significant transactions and leaving right
- The proposed amendments limit the scope of "material transactions" of public companies by removing (i) changing company type and dissolution; (ii) transfer, or leasing of all or a material portion of assets and establishing rights in rem thereon; (iii) complete or material alteration of the field of activity; and de-listing from the exchange.
- The amendments establish a more flexible manner of regulation in terms of the exercise of exit rights by minorities in relation to material transactions by no longer calculating the exit price based on the weighted average in the exchange within the preceding 30 days, and adapting a fair value pursuant to the principles to be determined by the Capital Markets Board (the "CMB"); and granting the CMB the authority to determine the principles and procedures for offering shares of the exiting shareholders to the other other shareholders and/or investors before being acquired by the public company.
Limitation of the scope of tender offer bidders
- The draft law limits the persons that can bid their shares in case of a tender offer to those who are existing shareholders by the date on which the tender offer is publicly disclosed; and prevents shareholders who have acquired any shares between this date and the date of the tender offer from tendering their shares.
The proposal aims to include universal institutions in the capital markets law; strengthen the use and structure of funds; and modernize the Turkish capital market law structure.
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