Equity capital markets in Turkey: regulatory overview

A Q&A guide to equity capital markets law in the Turkey.

The Q&A gives an overview of main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer document, marketing, bookbuilding, underwriting, timetables, stabilisation, tax, continuing obligations and de-listing.

To compare answers across multiple jurisdictions visit the Equity Capital Markets Country Q&A tool

This Q&A is part of the global guide to capital markets law. For a full list of jurisdictional Q&As visit www.practicallaw.com/capitalmarkets-guide.

Contents

Main equity markets/exchanges

1. What are the main equity markets/exchanges in your jurisdiction? Outline the main market activity and deals in the past year.

Main equity markets/exchanges

Borsa Istanbul is the sole exchange entity in Turkey, combining the former Istanbul Stock Exchange, Istanbul Gold Exchange and the Derivatives Exchange of Turkey (www.borsaistanbul.com).

The equity market of Borsa Istanbul consists of the National Market, Collective Products Market, the Second National Market, the Watchlist Companies Market, the Primary Market, Wholesale Market and the Rights Coupon Market. However, the Listing Directive provides for a new market structure which will consist of the "Star Market", "Main Market", "Emerging Companies Market", "Collective Investment Products and Structured Products Market", "Qualified Investors Market", and the "Close Watch Market".

The new equity markets have the following features:

  • Shares that have an average market value of at least TRY100 million (approximately US$33 million) and shares that are currently in the BIST 100 index will be traded on the Star Market.

  • Shares, except for those that are within the scope of BIST 100, that have a market value between TRY25 million (approximately US$8 million) and TRY100 million (approximately US$33 million) will be traded on the Main Market.

  • Shares of companies that have a market value below TRY25 million (approximately US$8 million) will be traded on the Emerging Companies Market.

  • Shares which are not publicly offered but are issued to be traded among qualified traders will be traded on the Qualified Investors Market.

  • Shares which are excluded from the Star Market, Main Market, Emerging Companies Market or Collective Investment Products and Structured Products Market will be traded on the Close Watch Market, that is, the old Watchlist Companies Market.

  • All other shares will be traded on the Collective Investment Products and Structured Products Market, that is, the old Collective Products Market.

Under the existing rules, the Free Trade Platform does not form a part of the equity market. However, under, the Listing Directive, the Before Market Transactions Platform (as it will be known) will allow the trading of the shares of unlisted public companies.

Market activity and deals

The Capital Markets Board has approved the prospectuses of 14 companies which wanted to go public in 2014; 13 of those have successfully completed the IPO process. Out of those:

  • Three companies started trading on the National Market.

  • Five companies started trading on the Second National Market.

  • Two companies started trading on the Corporate Products Market.

  • Three companies started trading on the Emerging Companies Market.

One company could not finalise the public offering process due to insufficient investor demand. The aggregate amount of the capital raised by these 13 companies as a result of their IPOs is US$315 million.

 
2. What are the main regulators and legislation that applies to the equity markets/exchanges in your jurisdiction?

Regulatory bodies

The Capital Markets Board (CMB), Borsa Istanbul and the Central Registry Agency (CRA) are the main regulators of the equity markets and exchanges in our jurisdiction.

Legislative framework

The relevant Capital Market Board legislation that governs equity capital markets and exchanges is:

  • Turkish Commercial Code.

  • Capital Markets Law No 6362 (CML).

  • Communiqué No VII-128.1 on Shares.

  • Communiqué No II-5.1 on Prospectus and Issuance Document.

  • Communiqué No II-5.2 on Sale of Capital Market Instruments.

The Borsa Istanbul Listing Directive regulates equity and debt capital markets listings.

 

Equity offerings

3. What are the main requirements for a primary listing on the main markets/exchanges?

Main requirements

IPO requirements. Communiqué No VII-128.1 on Shares imposes a number of requirements on issuers in an initial public offering. The major requirements are:

  • The company's articles of association must be amended to comply with the CMB rules and regulations.

  • There must be nothing that restricts the transfer or trading of the equity securities to be traded on Borsa Istanbul, or prevents shareholders from exercising their rights.

  • The issuer's share capital must:

    • be fully paid in;

    • except for the funds specifically permitted by law, have been free from any revaluation funds or similar funds in the two years preceding the application for the public offering.

  • The total amount of non-trade related party receivables cannot exceed 20% of the issuer's total receivables and cannot exceed 10% of its total assets.

  • The underwriters must undertake to purchase either of the following:

    • all of the unsold shares, where the fair market value of the shares offered to the public is less than TRY20 million (based on the offering price);

    • all of the unsold shares up to a limit of TRY20 million and half of the remaining shares, where the fair market value of the shares offered to public is more than TRY20 million, but less than TRY40 million (based on the offering price).

  • Existing shareholders are prohibited from selling their shares at a price less than the offering price on Borsa Istanbul for one year following the shares' first trading date on Borsa Istanbul, as at the date the CMB approves the prospectus, if they either:

    • hold 10% or more of the issuer's share capital;

    • regardless of their shareholding, control the issuer.

    Such shareholders must submit an undertaking to the CMB in the application relating to the IPO stating that they will comply with this restriction.

  • The issuer must pay to the CMB a fee that is equal to the sum of 0.1% of the difference between the nominal value of the offering shares and their offering price, and 0.2% of the nominal value of any shares that are not being publicly offered.

Listing requirements. The Borsa Istanbul Listing Directive (Listing Directive) regulates the listing and trading of foreign securities and depositary receipts (issued by foreign entities in Turkey or abroad) which are sold:

  • Through a public offering.

  • Through a private placement without a public offering.

  • To qualified investors.

Under the CML, only joint stock companies can become public companies and list their shares on Borsa Istanbul.

For securities representing shareholding rights to be traded on Borsa Istanbul, companies whose shares have been sold to at least 500 real persons, legal entities or both are deemed to be public companies. Capital Markets Law No 6362 (CML) states that public company shareholders have no specific obligations. Real persons and legal entities other than institutional investors who have acquired shares in the issuer equal to 5% or more of that issuer's paid-in capital after the public offering are not taken into account when calculating the number of the shareholders. Shares purchased by such persons are not included in the calculation of the ratio of publicly-held shares to paid-in capital. This does not apply to institutional investors, such as domestic or foreign investment trusts, mutual funds, private pension funds and other legal entities which the CMB regards as institutional investors.

To list and trade securities on Borsa Istanbul, a company must have been incorporated for at least two calendar years in accordance with the relevant CMB regulations.

Minimum size requirements

The company must meet all the conditions of the group of the market to which it belongs. The groups are generally determined by the value of the shares offered to the public.

Star Market Group 1. The following rules apply:

  • The market value of shares offered to the public must be at least TRY 250 million.

  • Total market value of the company must be at least TRY1 billion.

  • Profits before interest, amortisation and tax (EBITDA) must have been earned in the last two years.

  • The minimum ratio of publicly offered shares to paid-in capital must be 5%.

  • The minimum ratio of shareholders’ equity to the capital according to the most recent independently audited financial statements must be more than 0.75.

Star Market Group 2. The following rules apply:

  • The market value of shares offered to the public must be at least TRY100 million.

  • The total market value of the company must be at least TRY400 million.

  • EBITDA must have been earned in the last two years.

  • The minimum ratio of publicly offered shares to paid-in capital must be 10%.

  • The minimum ratio of shareholders’ equity to the capital according to the most recent independently audited financial statements must be more than 1.

Main Market Group 1. The following rules apply:

  • The market value of shares offered to the public must be at least TRY 50 million.

  • There is no total market value requirement.

  • EBITDA must have been earned in the last two years.

  • The minimum ratio of publicly offered shares to paid-in capital must be 15%.

  • The ratio of shareholders’ equity to the capital according to the most recent independently audited financial statements must be more than 1.

Main Market Group 2. The following rules apply:

  • The market value of shares offered to the public must be at least TRY 25 million.

  • There is no total market value requirement.

  • EBITDA must have been earned in the last two years.

  • The minimum ratio of publicly offered shares to paid-in capital must be 25%.

  • The ratio of shareholders’ equity to the capital according to the most recent independently audited financial statements must be more than 1.25.

Other requirements

The following requirements also apply:

  • The exchange management must have had the corporation’s financial structure examined and accepted its ability to continue as an ongoing concern.

  • The company must have obtained confirmation from Borsa Istanbul that its financial structure is sufficient for its operations.

  • The shares must not contain any clauses prohibiting the shareholders’ to use their rights.

  • The articles of association of the company must not contain any clauses restraining the transfer or the circulation of the shares.

  • The company's articles of association must include nothing to restrict the transfer or trading of the securities to be traded on Borsa Istanbul or prevent shareholders from exercising their rights.

  • There must be no major legal disputes that may affect the production and the operation of the company.

  • There must be an independent legal report confirming that the establishment and the operation are in compliance with the relevant laws.

  • It has no material legal disputes which might adversely affect its production or other commercial activities.

  • The directors, general manager and controlling shareholder of the company or issuer must not have been sentenced for:

    • committing certain crimes, such as the crimes outlined in the CMB regulations;

    • the laundering of assets acquired from an offence or breach of money lending regulations;

  • crimes violating constitutional order and national security;

  • embezzlement, bribery, robbery, extortion;

  • five or more years as a result of committing any other kind of crime.

  • The company must not have done any of the following:

    • suspended its operations for more than three months during the last two years, except for the causes accepted by the exchange management;

    • applied for liquidation or concordat (a concordat is a formal project regarding the liquidation of debts, prepared and presented by the debtor to the court for its approval, under which the debtor is released from his debts once the partial payments are completely made);

    • taken part in any other similar activity specified by the Borsa Istanbul Board (Board) without the Board's permission.

  • The company's securities must comply with Borsa Istanbul's criteria on current and potential trading volumes.

  • The company's legal status in terms of its establishment and activities and its shares must comply with the applicable law.

For the securities granting extraordinary shareholding rights, such as privileged share certificates, there is no additional requirement. The Board can require the company to provide missing information and documents not already submitted to Borsa Istanbul. If the company does not submit the missing information or documents on a timely basis, the Board can reject the application. The Board can also waive any of the above requirements.

For an initial offering of securities representing shareholding rights, the application must indicate all of the issuer's securities prior to the application.

Trading record and accounts

The company must submit financial statements and independent audit reports in accordance with the CMB regulations. The company must include those in the prospectus for a public offering. Those include balance sheets, income statements, cash flow statements and equity capital change statements for the previous three years prepared in accordance with the Turkish Accounting Standards issued by the Public Oversight, Accounting and Auditing Standards Authority (KGK). Such financial statements and annual reports must be audited by an independent auditor authorised by the KGK and the CMB and must comply with the Turkish Independent Auditing Standards issued by KGK.

Minimum shares in public hands

The Listing Directive classifies the companies into markets and groups based on the minimum market value of the shares offered to the public and the minimum ratio of publicly offered shares to paid-in capital of such companies respectively for each group (see above, Minimum size requirements).

The persons conducting the relevant transactions must publicly disclose (CMB Communiqué No: II-15.1 on Public Disclosure of Material Events (Disclosure Communiqué)):

  • Any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95% or more of the issued share capital or voting rights of the listed company by a person or persons acting together.

  • Thereafter, their transactions in the shares or voting rights of the company when their total number of shares or voting rights falls below any of the above thresholds.

Requirements for foreign companies

Requirements for the listing of securities of foreign-based institutions which are operating abroad are the same as for the Turkish institutions. There is no requirement for ministerial approval for the initial listing of foreign capital market instruments. In addition, there is no requirement for the foreign company to be listed in its home country. However, the Board may ask for additional requirements or waive some of the conditions.

Foreign issuers must apply to the Borsa Istanbul with the information and documents indicated in the Listing Directive for the listing of securities.

 
4. What are the main requirements for a secondary listing on the main markets/exchanges?

Main requirements

On notifying Borsa Istanbul of the issue and providing it with the registration certificate of the trade registry evidencing the registration of the capital increase, rights issues or bonus issues by companies which are already listed on Borsa Istanbul will be automatically listed on the exchange.

The shares issued by the listed company due to the capital increase will start trading on the relevant exchange/market under the rules of Borsa Istanbul following the distribution of such shares to the investors or shareholders.

Minimum size requirements

There are no minimum size requirements.

Trading record and accounts

There are no trading record and accounts requirements.

Minimum shares in public hands

There are no minimum shares in public hands requirements.

 
5. What are the main ways of structuring an IPO?

An IPO can consist of both an offer for subscription and an offer for sale. These methods are commonly seen on large retails IPOs.

An offer for sale is an invitation to the public to subscribe for new shares in the company (that is, a primary offering).

An offer for subscription is similar to an offer for sale, except there is a minimum level of subscription for the shares. If this offer is not reached, the offer is withdrawn.

In addition, a company whose shares have been sold to at least 500 real persons, legal entities or both is deemed to be a public company and will be subject to Capital Markets Law No 6362 (CML) and the implementing regulations. This is also considered a way of joining the market without raising capital. In such cases, the company must apply to Borsa Istanbul within two years of becoming a public company to have its shares listed and traded. If the company fails to do so, the Capital Markets Board is authorised to decide either to have the shares of such company listed and traded on Borsa Istanbul or to take the company outside of the scope of the CML.

If the company is taken outside the scope of the CML, it cannot continue to trade on the exchange as a listed company. It must become a privately held company.

 
6. What are the main ways of structuring a subsequent equity offering?

Subsequent equity offerings (or follow-on offerings) are commonly referred to as "secondary" offerings. In broad terms, a subsequent equity offering can take three forms:

  • New shares of the public or listed company can be sold by a private placement or to qualified investors.

  • New shares of the public or listed company can be sold through a public offering (known as a "secondary public offering").

  • Existing shares of current shareholders of a public or listed company can be sold through a public offering (also known as a "secondary public offering").

A subsequent offering which includes a capital increase of the company can include a pre-emptive or non-pre-emptive offering:

  • A pre-emptive offering is an offering made to existing shareholders pro rata to their existing holdings.

Non pre-emptive offerings are offers of shares to potential or new shareholders. This requires a corporate resolution to restrict rights issues wholly or partially. The resolution will be a director's resolution where the company is in an "authorised capital system" and a shareholders' resolution where the company is in a "registered capital system".

In a pre-emptive offering, the offering of shares to existing shareholders is a right to acquire the new shares, and this right is tradeable in itself. Shareholders who choose not to take up their entitlement to such issues are compensated to the extent that, if the shares not taken up can be sold in the market at a premium to the offer price, they receive the benefit of the premium.

 
7. What are the advantages and disadvantages of rights issues/other types of follow on equity offerings?

Secondary public offerings are not typically exempt from the requirement to produce a prospectus. This requirement makes the deals more public and also materially lengthens the timetable, as it can take several months to draft a prospectus and receive the approval from the Capital Markets Board (CMB). The prospectus approval process takes the form of a series of filings with the CMB, reviewing and dealing with CMB comments before approval is granted. Further, unless the company has accepted an authorised capital system beforehand, capital increases of the company require shareholder consent, which, in turn, requires a general assembly meeting to be convened and held. This process will further lengthen the timetable. Investor bodies particularly favour rights issues as they give existing shareholders the right to participate in a new issue of shares on a pro rata basis and obtain the benefit of any premium if they decide not to take up their rights.

On the other hand, new shares of the public or listed company can be sold by private placement or to qualified investors. Although this also requires drafting an issue certificate and obtaining CMB's approval, doing so can be quicker (via an accelerated bookbuild transaction). Such sales cannot be used for bigger capital raisings where the size of the issue is more than 10% of the existing class of shares currently traded on exchange, as this would also require a prospectus (see Question 11).

 
8. What are the main steps for a company applying for a primary listing of its shares? Is the procedure different for a foreign company and is a foreign company likely to seek a listing for shares or depositary receipts?

Procedure for a primary listing

The main steps for a company applying for a listing are as follows:

  • Pre-IPO re-organisation.

  • Due diligence.

  • Prospectus drafting.

  • Preparation of accounts reports and specialist reports.

  • Negotiation of legal documentation, such as the underwriting and consortium agreement, over-allotment and price stabilisation agreement.

  • Agreeing comfort packages and legal opinions.

  • Drafting marketing presentations, marketing and bookbuilding.

  • Pricing and allocation of shares.

  • Admission to the Official List and to trading on the relevant market of Borsa Istanbul.

  • Settlement.

  • Exercise of any over allotment and price stabilisation.

Procedure for a foreign company

Requirements for the listing of securities of foreign-based institutions which are operating abroad are the same as for the Turkish institutions. There is no requirement for ministerial approval for the initial listing of foreign capital market instruments. In addition, there is no requirement for the foreign company to be listed in its home country. However, the Board may ask for additional requirements or waive some of the conditions.

Foreign issuers must apply to the Borsa Istanbul with the information and documents indicated in the Listing Directive for the listing of securities.

 

Advisers: equity offering

9. Outline the role of advisers used and main documents produced in an equity offering. Does it differ for an IPO?

The main advisors in an IPO are generally overseen by an investment bank. The investment bank is primarily responsible for managing the IPO process and for co-ordinating the company's other advisers. The roles of the investment bank are as follows:

  • Underwriter. To the extent that new shares are being issued by the company, underwriting is compulsory in offerings where the market value of the shares offered to the public is below the specified thresholds ascertained in the Communiqué No VII-128.1 on Shares. The investment bank or intermediary institutions and one or more other underwriters usually underwrite these. Large IPOs are underwritten by a syndicate of underwriters, with one acting as the global co-ordinator.

  • Financial adviser. The investment bank provides advice on issues such as:

    • timing;

    • structuring;

    • corporate governance;

    • valuation.

  • Research analyst. The bank's research function publishes research on the company.

  • Intermediary institution. The intermediary institution acts as the mediator between the company and the stock market.

  • Lawyers. The company's legal advisers must:

    • advise on the legal aspects of preparing the company to float;

    • satisfy the listing requirements by complying with both Capital Markets Board and Borsa Istanbul requirements;

    • carry out the legal due diligence;

    • assist the company in the preparation of the prospectus and verify the accuracy of every statement of the fact in the prospectus;

    • negotiate the agreements between the company and the underwriters, accountants, and other parties.

    The role of the underwriter's legal advisers is to:

    • advise on any legal agreements to which the underwriters are a party;

    • assist the company and its legal adviser in the preparation of the prospectus;

    • draft the legal comfort letters.

  • Accountants. The reporting accountants must differ from the company's own auditors. However, a company's own accountants can play the role of reporting accountants if they work in a separate team in the same firm. The reporting accountants must review the company's financial record for the benefit of potential investors. They usually prepare both a long form and a short form report.

    The long form report provides a detailed financial and management history of the business. Much of this information is used when preparing the prospectus but the report itself is not published. The short form report is published in the prospectus and contains:

    • profit and loss account;

    • balance sheet information;

    • cash flow statements;

    • accounting policies covering the latest three financial years;

    • audit report in respect of each year.

    The accountants must also provide various comfort letters.

  • Public relations consultants. Public relations (PR) consultants can generate press interest and publicity before IPO. They can also help monitor public statements and press releases during the IPO process. After the IPO, ongoing press interest in the company can help sustain awareness of the company and liquidity in its shares.

 

Equity prospectus/main offering document

10. When is a prospectus (or other main offering document) required? What are the main publication, regulatory filing or delivery requirements?

Prospectus (or other main offering document) required

In a sale of shares through private placement, it is sufficient to prepare an issuance certificate and ensure that the Capital Markets Board (CMB) approves it.

In public offerings, however, the issuer must prepare a prospectus and apply to Borsa Istanbul to trade the shares on the exchange.

Main publication, regulatory filing or delivery requirements

The issuer must submit the following documents to the CMB so that the CMB can approve the prospectus:

  • The company's articles of association duly signed by authorised signatories, as a single text containing all current and applicable amendments.

  • Information on groups of shares included in the articles of association as well as privileges and restrictions granted to these groups.

  • A resolution relating to the capital increase. The resolution will be a director's resolution where the company is in an "authorised capital system" and a shareholders' resolution where the company is in a "registered capital system". Information on the arguments for the capital increase, and on the use of the proceeds.

  • If the capital increase is planned as bonus issues, a certified public accountant's report verifying that the equity capital sources exist, have been created in accordance with the laws and can be capitalised.

  • Prospectus and notice of sale.

  • If the CMB requires the company to carry out a public offer through an authorised institution, an intermediation contract.

  • Financial statements which need to be included in the prospectus, and any relevant independent audit and limited review reports associated with those.

  • Profit distribution statements for the years covered by the annual financial statements that are required to be included in the prospectus.

  • If the sale price of shares is different from their market price or is above their nominal value, a valuation report.

  • A bank letter addressed to the CMB indicating the account number and stating that a bank account is designated for the deposit of the sum received from purchased shares.

  • If there is a disclosure requirement under the relevant regulations of the CMB, a copy of Turkish Trade Registry Gazette where the relevant decisions of the board of directors have been disclosed and published.

The approved prospectus or issue certificate will be published on the websites of the issuer, the underwriter and the Public Disclosure Platform (PDP) if the issuer is a member of the PDP.

 
11. What are the main exemptions from the requirements for publication or delivery of a prospectus (or other main offering document)?

The Capital Markets Board's Communiqué No II-15.1 on Public Disclosure of Material Events (Disclosure Communiqué) sets out the exemptions from the requirement to prepare and publish or deliver a prospectus.

Disclosure Communiqué states there is no requirement for a prospectus in the following circumstances:

  • In public offerings towards investors who purchase capital market instruments of a minimum of TRY250,000 per investor, separately for each public offering.

  • In public offerings of capital market instruments the per-unit nominal value of which is a minimum of TRY250,000.

  • In the case of trading in the exchange among qualified investors of capital market instruments issued for sale to qualified investors.

  • In sales of capital market instruments only to qualified investors.

  • In a private placement of capital market instruments.

  • If and when the consideration payable for a take-over bid is paid in the form of capital market instruments within the context of the relevant regulations of the Capital Markets Board (CMB).

  • In the case of an issue of shares which are offered free of charge to existing shareholders also including dividend paid out in the form of shares.

  • If and when the consideration payable for a take-over bid is paid in the form of capital market instruments within the context of the CMB regulations pertaining to takeover bids for the shares.

  • In the case of an issue of shares through conversion or exchange of, or through use of, rights associated to capital market instruments issued within the context of the relevant CMB regulations, provided that:

    • the prospectus and other required documents are published beforehand;

    • the shares are in the same group with shares of the issuer traded on the exchange.

  • Except for initial public offering of shares, if and when the total consideration of the capital market instruments offered by issuers to the public is below TRY5 million (calculated on the offering price). The CMB can grant an exemption from the obligation to prepare a prospectus provided that a written announcement containing the required information, and issued in a format determined by the CMB, is advertised for public disclosure purposes.

  • Public offers are exempt from the obligation to prepare a prospectus if, after the shares which are not traded on the exchange of a company listed and quoted in the exchange are converted into shares traded on the exchange within the context of the relevant regulations, these shares:

    • are offered for sale through a public offering;

    • the ratio of total nominal value of these shares to total nominal value of all existing shares in the same group traded on the exchange is lower than 10%. This ratio will be calculated by considering all of the sales realised within the context of the exemption cited in this paragraph within a period of 12 months.

In addition to the above, there is no requirement to produce a prospectus where a foreign parent company offers foreign securities and capital markets instruments to employees of a subsidiary in Turkey, provided certain conditions are met. The share sale will be subject to Turkish capital markets legislation and will require an application to the CMB, unless all of the following apply (Communiqué on Foreign Capital Market Instruments, Depository Receipts and Foreign Investment Funds No VII-128.4) (Foreign Capital Markets Law):

  • The sale does not take pace in Turkey.

  • No transaction that can be defined as a public offering is conducted.

  • The information provided to the employees does not contain any statement that gives the impression that this is a public offering.

 
12. What are the main content or disclosure requirements for a prospectus (or other main offering document)? What main categories of information are included?

The prospectus must contain all the necessary information to enable investors to make an informed assessment of the following in relation to the company:

  • Assets and liabilities.

  • Financial position.

  • Profits and losses.

  • Prospects.

  • Rights attaching to the securities.

The information must be:

  • Presented in a form that is easy to understand and analyse.

  • Prepared taking into account the specific nature of the securities and the issuer.

The prospectus can be drawn up either as a single document or as three separate documents (known as a registration document, a securities note and a summary. The Prospectus Rules specify the minimum disclosure requirements for the prospectus and set out the information that must be included in the registration document and the securities note (where these are used). In general, the prospectus must include information on the following:

  • The persons responsible for the document.

  • The auditors and other experts used in the preparation of the prospectus.

  • Details of the company and its capital.

  • Details of the group's operations and interests.

  • The operating and financial review (providing a description of the company's financial position, changes in financial condition, and the results of operations for each financial year and interim periods reported covered in the prospectus).

  • Recent developments and company prospects.

  • Risk factors.

  • The assets, liabilities, financial position and profits and losses (the prospectus must contain audited historical financial information on the group covering three financial years and the respective audit reports). This must be prepared in accordance with Turkish Accounting Standards and Turkish Financial Reporting Standards (TFRS) put into force by the Public Oversight, Accounting and Auditing Standards Authority (KGK). It should be noted that TFRS is parallel with IFRS.

  • Details of the company's management.

  • Details of working capital and indebtedness.

  • Information concerning the shares and the offer.

A supplementary prospectus is required if a significant new factor arises during the period between the later of either:

  • Approval of the prospectus by the CMB.

  • Closure of the offering.

The issuer must also make a statement relating to its working capital.

 
13. How is the prospectus (or other main offering document) prepared? Who is responsible and/or can be liable for its contents?

Preparation

The company drafts the prospectus (generally through its lawyers). All the IPO and SPO advisers must contribute to its preparation, review it and sign it off. A formal verification exercise is undertaken to test the accuracy of key statements in the prospectus.

Liability

The issuer is primarily liable for a prospectus relating to equity securities. In addition to the issuer, in the case of a public offering, the underwriters and guarantors, if any, are also liable for the accuracy and completeness of the information provided to the investors, in proportion to their fault.

Article 10 of the Capital Markets Law No 6362 (CML) regulates the liability applicable to offering documents which are mandatory and which the parties must prepare and obtain CMB approval for. Issuers are responsible for making sure that the information which the documents contain is a fair reflection of the facts. However, intermediary institutions, those conducting the public offering, guarantors (if any) and any board members of the issuer who have acted without due diligence can be held responsible for the part of the loss that cannot be indemnified by the issuers. Their liability is a secondary one and is based on their negligence.

In relation to offering documents that are not mandatory and are not subject to CMB approval, the parties must comply with the Turkish Code of Obligations. Criminal liability will only be based on fraud.

An issuer can be liable to investors in contract or tort. Underwriters and guarantors involved in an equity offering can also, in certain circumstances, be liable (see above). Under statute, any person who has acquired securities to which the prospectus relates and has suffered loss as a result of the prospectus can claim compensation from those responsible for the prospectus if the prospectus:

  • Contained any untrue or misleading information.

  • Failed to disclose any material information.

There are a number of statutory defences. For example, a person who proves that he was not informed about the inaccurate, misleading or incomplete information included in the public disclosure documents, and the fact they were not informed was not a result of their gross negligence or wilful intention, will not be responsible for the deficiency.

 

Marketing equity offerings

14. How are offered equity securities marketed?

IPOs are marketed through the following:

  • Company research reports produced by connected brokers.

  • Early-stage "pilot fishing" pre-marketing discussions with potential investors identified by the investment banks.

  • Roadshows and presentations following the publication of the intention to float announcement.

  • For retail offerings, more general advertising in order to generate additional interest in the IPO.

 
15. Outline any potential liability for publishing research reports by participating brokers/dealers and ways used to avoid such liability.

Liability to investors can arise in several ways for brokers or dealers. Turkish capital markets legislation does not include explicit rules and regulations which cover the principles and procedure of preparing and distributing research reports by participating brokers or dealers.

The following laws apply:

  • Capital Markets Law No 6362 (CML):

    • Article 104 concerning market abuse conduct which requires administrative penalties;

    • Article 106 concerning market abuse;

    • Article 107 concerning insider dealing.

  • Contract. If there is a contract between the investor and the broker, the investor may be able to claim contractual damages against the broker.

  • Tort. The investor may be able to claim damages in tort against the broker if he can show that:

    • the broker owed him a duty of care;

    • the broker breached the duty;

    • he suffered loss as a result.

Brokers can minimise their liability through:

  • Disclaimers. Disclaimers can state that any investment must only be made on the basis of the information contained in the prospectus.

  • Verification. It is common for issuers to check the draft research for factual accuracy (without influencing the commentary or tone).

  • Research blackout. A blackout period prior to publication of the prospectus helps distance the research from the prospectus.

  • Management of conflicts of interest. Analysts must not promise issuers favourable coverage and must not participate in roadshows. Their reporting and remuneration arrangements must be structured to avoid conflicts.

  • Forecasts and projections. Brokers should avoid providing these.

  • Independence. The analyst writing the report must be independent from any parties in the organisation selling the securities.

  • Distribution. Brokers should limit distribution to professionals.

  • Prospectus. As soon as it is available, brokers should send the prospectus to the recipients of the research report.

 

Bookbuilding

16. Is the bookbuilding procedure used and in what circumstances? How is any related retail offer dealt with? How are orders confirmed?

Bookbuilding, generally with a price range, is commonly used on both IPOs and secondary offerings in Turkish capital markets. The book of demand is compiled after the prospectus has been published and the banks and other intermediary institutions running the book receive indications of the size and the price of demand.

Both retail and institutional investors must fill in a subscription form during the bookbuilding period. The banks and intermediary institutions must inform the consortium leader of the size of the demand on a daily basis.

After the bookbuilding period, the consortium leader produces:

  • A final demand list.

  • An allocation list.

  • Pricing.

The consortium leader then submits those to the issuing company and to selling shareholders, if any, for their approval. Once approval is obtained, orders of all the investors will be confirmed.

 

Underwriting: equity offering

17. How is the underwriting for an equity offering typically structured? What are the key terms of the underwriting agreement and what is a typical underwriting fee and/or commission?

The relevant legislation distinguishes between five types of underwriting:

  • Underwriting entire unsold shares. Purchasing the unsold shares after completion of the sale. This occurs after completion of the domestic bookbuilding.

  • Underwriting part of unsold shares. Purchasing part of the unsold shares after completion of the sale. This occurs after completion of the domestic bookbuilding.

  • Full underwriting. Also known as a "firm commitment" underwriting. Purchasing entire shares before commencement of the sale. This occurs on the commencement of the domestic bookbuilding.

  • Partial full underwriting. Purchasing part of the shares before commencement of the sale. This occurs on the commencement of the domestic bookbuilding.

  • Intermediary services without underwriting. Also known as "best efforts" underwriting. This only obligates the underwriters to use their best efforts to sell the shares on behalf of the company and to return the unsold shares to the sellers or company without taking legal title to the shares or selling any unsold shares to third parties who had committed to purchase.

Almost all intermediary services in Turkish IPOs are fulfilled on a "best efforts" basis without an underwriting commitment.

The underwriting agreement between the company and the banks should contain the following key terms:

  • Conditions precedent and termination rights.

  • Indemnity from the issuer to the bank/intermediary institution.

  • Warranties from the issuer (and the directors on an IPO).

  • Lock-up.

  • Over-allotment (on an IPO).

  • Post-admission undertakings from the issuer.

  • Commission, usually expressed to be a certain percentage of the total amount raised. Sometimes (and more commonly in recent deals), a discretionary separate success fees is payable.

 

Timetable: equity offerings

18. What is the timetable for a typical equity offering? Does it differ for an IPO?

Each deal is different, but an indicative timetable for an IPO is set out below (where "T" is the first day of trading on Borsa İstanbul):

  • T minus six months to T minus three months. Preparation for the IPO, for example:

    • articles of association of the company must be amended to comply with the CMB requirements for public companies.

    • advisers must be appointed.

    • eligibility for an IPO and listing is discussed.

    • due diligence is started.

    After the preparation period, prospectus drafting commences.

  • T minus three months. First submission of the prospectus to the CMB.

  • T minus two months to T minus one month. First draft reports circulated and announcement of intention to float made.

  • T minus five weeks. Connected brokers' research is published and the research blackout period starts.

  • T minus four weeks. Borsa Istanbul approval of listing is received and the price range is set. The Turkish underwriting agreement is signed and the final valuation report is submitted to the CMB. Updated prospectus with price range (subject to approval by the CMB) is made available on the issuer's and domestic underwriter's websites. There is a management briefing to syndicate sales. The preliminary IOC with price range (subject to approval by the CMB) is distributed. The management roadshow and international bookbuilding start.

  • T minus 3 weeks. Submission of final documents to the CMB. End of the period for informing investors of the IPO.

  • T minus two weeks. Prospectus approved by the CMB. International bookbuilding starts and announcement of sales.

  • T minus nine days. Domestic bookbuilding starts.

  • T minus six days. Pricing decision is made. Domestic and international bookbuilding ends.

  • T minus four days. Distribution list sent to the CMB. Announcement of offer price and allocations. New shares are created and shares can be sold or transferred.

  • T minus one day. Settlement and publication of final IOC.

  • T. First day of trading and start of price stabilisation (if any).

 

Stabilisation

19. Are there rules on price stabilisation and market manipulation in connection with an equity offering?

Overallotment is not related to or closely linked with stabilisation. Even if the shares are not overallotted in a public offering, a stabilisation activity can still be carried out. This is done by using the monies in the stabilisation account funded by the selling shareholder, the issuer or both. The proceeds from the overallotment are not necessarily used to buy back the overallotted shares from the market in order to stabilise the price if that price falls below the IPO price. Therefore, it is available as a legally-permitted and risk-free means for an underwriter to stabilise the price within 30 days following an IPO (though only in cases where the share trade falls below the offering price).

A Turkish lead manager or co-lead manager can engage in price stabilisation activities in its own account or in the account of the company or issuer. The proceeds gained by the company from the offering can be used to finance the price stabilisation, provided that the amount used does not exceed 20% of the gross offering proceeds gained by the company. Further, the nominal value of the shares to be purchased from the market to support the price cannot exceed 20% of the total nominal value of the offered shares, including over-allotted shares.

If there are secondary and primary shares, the proceeds of the secondary and any overallotted shares will be used to finance the stabilisation activities. The fund which consists of 20% of the proceeds of the primary offering will not be used before the proceeds of the current shareholder's secondary shares are exhausted. The selling shareholder is also entitled to provide unlimited additional funds into the account.

Under the stabilisation agreement, the stabilisation manager has exclusive discretionary authority to undertake stabilisation activities during the stabilisation period. During the stabilisation period, the stabilisation manager can (but will be under no obligation to) use the funds in the stabilisation account, to the extent permitted by applicable laws, regulations and rules of Borsa Istanbul, to purchase shares, if the market price falls below the offer price, with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail in the open market.

Stabilisation is carried out for the limited purpose of preventing or slowing down a decline in the price of the shares. Technically, stabilisation breaches the Capital Markets Board (CMB) rules on market abuse. However, the CMB recognises the need for stabilisation to allow the market to operate more efficiently. Stabilisation must take place under the CMB and Borsa Istanbul rules which state that:

  • Only prescribed stabilisation action is permitted.

  • Only specified securities can be stabilised on Borsa Istanbul within specified time limits.

  • Stabilisation transactions must only take place within specified price limits.

  • The stabilisation manager must carry out adequate prior disclosure and maintain records of stabilising activities.

Breaches of the stabilisation rules can result in Borsa Istanbul and the CMB bringing disciplinary proceedings against, and imposing an administrative pecuniary fine on, the stabilisation manager.

 

Tax: equity issues

20. What are the main tax issues when issuing and listing equity securities?

This section will analyse the major tax issues that occur when securities are listed.

There are two regimes for the taxation of securities in Turkey:

  • Declaration regime. This is the primary regime where taxes are declared by taxpayers in their annual tax return.

  • Provisional regime. This is a provisional regime which, although currently temporary and initially set to conclude at the end of 2015, is now expected to be extended on a permanent basis.

Income tax is covered by the declaration regime. Capital gains and interest income derived mainly from listed securities are covered by the provisional regime.

Under the provisional regime, taxation is carried out through withholding, mainly by brokerage houses, banks and custody banks. The capital gains derived for a listing of equities on the stock exchange falls under the provisional system and will be subject to a 0% rate withholding tax.

In addition to the withholding tax above, any capital gains derived from listing will be subject to corporate tax at a rate of 20%. Certain exemptions can apply to the corporate tax due. For example, there is a 75% capital gains exemption applicable provided that:

  • The shares are held for more than two years.

  • The seller does not engage in securities trading.

  • The proceeds are collected within two years following the sale year.

  • The exempted amount is kept in a special reserve account for five years, and is not distributed to shareholders.

The transfer of shares is exempt from VAT, and the documentation related to listing is exempt from stamp tax.

 

Continuing obligations

21. What are the main areas of continuing obligations applicable to listed companies and the legislation that applies?

Periodic financial reporting

Companies with Turkish listed equity securities must prepare and disclose their annual and interim financial statements in accordance with the relevant Capital Markets Board (CMB) regulations.

Disclosure obligations

In addition to the CMB reporting requirements, companies whose shares are listed on Borsa Istanbul must comply with the information and disclosure requirements of Borsa Istanbul.

There are types of disclosure requirements:

  • One relating to financial statements.

  • One relating to material events.

The following are disclosure requirements regarding financial statements of listed companies (Capital Board’s Communiqué No II 14.1):

  • Financial statements must be presented on a quarterly basis according to CMB standards.

  • Audited year-end financial statements and reports prepared in accordance with CMB accounting standards must be disclosed to the Public Disclosure Platform (PDP) within 60 days from the end of the accounting period. If the company is required to prepare consolidated year-end financial statements and reports, it must prepare and disclose those along with the audited year-end financial statements and reports to the PDP within 70 days from the end of the accounting period.

  • Reviewed interim period financial statements and reports must be disclosed to the PDP within 30 days from the end of the accounting period. If the company is required to prepare consolidated interim period financial statements and reports, it must prepare and disclose those along with the individual interim financial statements and reports to the PDP within 40 days from the end of the accounting period. This deadline is extended by ten days in the case of listed companies whose interim financial statements are the subject of an independent audit.

The Capital Markets Board's Communiqué No II-15.1 on Public Disclosure of Material Events (Disclosure Communiqué) regulates the disclosure requirements for public companies. It also covers private companies that have issued capital markets instruments. In the Disclosure Communiqué, the CMB makes a distinction between "insider information" and "continuous information". Instead of identifying each material event which requires disclosure, the CMB deals with cases on insider information dealing on a case-by-case basis. To help public companies apply the new disclosure requirements, the CMB published supplementary Disclosure Guidelines that define and discuss the disclosure requirements in detail and provide illustrative examples. According to the Disclosure Communiqué, in the event of a triggering incident, material event disclosures must be made by the quickest method of communication through the forms provided in the Disclosure Guidelines.

Continuous information

Under the Disclosure Communiqué, the following changes in shareholding or management control over a company must be publicly disclosed by the persons conducting the relevant transactions:

  • Any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95% or more of the issued share capital or voting rights of the listed company by a person, or persons acting together. Thereafter, their transactions in the shares or voting rights of the company when their total number of shares or voting rights falls below such thresholds must also be publicly disclosed.

  • Information on:

    • the board of directors' resolutions, including date, hour, place and agenda of a general assembly of shareholders;

    • how to exercise voting rights and total voting rights in general assembly of shareholders;

    • the general assembly or board resolution regarding the distribution of dividends;

    • the general assembly meeting minutes and attendance sheet;

    • in the case of a failure to convene a general assembly, the reason for that and the date of the next general assembly meeting;

    • the board resolution on the issuance of new shares;

    • how to exercise pre-emption rights, cancellation and conversion of shares.

  • For persons with managerial responsibility in a listed company or persons with close relations to any such persons:

    • all transactions relating to the shares or other securities of such company as at the date when the aggregate value of the transactions performed by such persons reached TRY55,000 over the preceding calendar year;

    • all transactions of such persons when the aggregate value of the transactions relating to securities other than its shares performed by such persons reach TRY110,000 over the preceding calendar year.

Any person or entity that has publicly disclosed an event must update the public on any change or development relating to the event. If there are no further developments to an event previously disclosed but not yet finalised, the person who has initially disclosed the event must make a new public disclosure every 60 days stating that there have been no further updates. The issuers must also update any changes in their general information published on the Public Disclosure Platform within two business days of the change.

Significant transactions and related party transactions

The CMB Communiqué on Corporate Governance covers the principles and procedures applicable to related party transactions of public companies. The Communiqué provides that, prior to a transaction between a company and any related parties, the company's board of directors must pass a resolution to approve the principles of the transaction to be adopted. The courts have held that this is compulsory not only for listed companies, but also for their affiliates.

Transactions amounting to 5% to 10% of the total equity or the total gross sale revenues of the company. Prior to the transaction, the company must obtain a valuation report for the transaction from an authorised valuation company. The share sale must be on an arm's length basis in relation to both the market value of the shares and any other commercial terms of the transaction. Any transaction that is not on an arm's length basis and results in decreasing the profit or assets of the public company can trigger criminal liability under Turkish law. The company's board of directors must pass a board resolution to conclude such related transactions. The company must announce the terms and conditions of the related party transaction through the Public Disclosure Platform.

Transactions amounting to more than 10% of the total equity or the total gross sale revenues of the company. The company must obtain a valuation report as well as the approval of the majority of the independent directors. If the majority of the independent directors do not approve the related party transaction, the company must disclose the reasoning behind the dissenting votes to the public and obtain the general assembly's approval. There is no meeting quorum for such general assembly meetings. The shareholders who are parties to the transaction or are related to the parties of the transaction will not have the right to vote in the general assembly meeting. The resolution must be adopted by the majority of the present shareholders able to vote.

Material transactions. A material transaction is one in which the ratio of the amount of the transaction to the value of the total assets of the company exceeds 50% (Communiqué on Appraisal Right and Material Transactions of Public Companies). The Communiqué states that there is no required meeting quorum for a general assembly meeting for decisions concerning a material transaction. The resolution authorising the material transaction must be adopted by two-thirds of the present shareholders who have voting rights unless the company's articles of association state otherwise. If the shareholders who hold half of the voting shares are present at the general assembly meeting, the resolution must be adopted by the majority, rather than two-thirds, of the present votes, unless the company's articles of association state otherwise. The Communiqué prohibits any shareholder who is a party to the material transaction from voting in a general assembly meeting convened for the approval of the transaction if the transaction results in a direct personal benefit for the shareholder. This rule applies regardless of whether the interested shareholder is a natural person who is the ultimate controlling shareholder of the company or a company controlled by this shareholder.

 
22. Do the continuing obligations apply to listed foreign companies and to issuers of depositary receipts?

Continuing obligations apply to listed foreign companies and to issuers of depositary receipts. However, the Capital Markets Board (CMB) is authorised to adopt different principles in relation to financial reporting and independent audit requirements of foreign companies, taking into account the respective legislation of the jurisdictions where the foreign companies are incorporated.

Foreign companies are exempt from the CMB regulations relating to profit interest payment distribution and corporate governance, unless otherwise specified by the CMB.

 
23. What are the penalties for breaching the continuing obligations?

The Capital Markets Board is authorised to impose pecuniary and administrative fines or both on companies for breaching the continuing obligations. Borsa Istanbul is also authorised to de-list the company for such violations.

 

Market abuse and insider dealing

24. What are the restrictions on market abuse and insider dealing?

Restrictions on market abuse and insider dealing

It is a punishable offence for a person to provide untruthful, false or misleading information, start rumours or provide news, commentary or prepare reports for the purpose of influencing prices, values of capital markets instruments or investor decisions, or disseminate the same to benefit from, or to enable others to benefit from, those actions (Capital Markets Law No. 6362 (CML)).

The Capital Markets Board (CMB) deems as market disrupting activities any acts and arrangements that disrupt the stock exchange or other markets from operating in trust, clarity and consistency which do not have rational economic and financial reasons.

Insider trading is a crime in Turkey. The CML defines insider trading as benefiting from, or enabling others to benefit from, or avoiding losses through, or enabling others to avoid losses through, the use of non-public information which can affect the value of securities. Benefiting from non-public information is the essential element of the offence. For an act to constitute an insider trading violation, the information must be used in a manner which provides an unfair advantage over other investors.

Certain transactions such as share buybacks and employee stock option programmes are exempt under CML. Other crimes, such as market manipulation, unauthorised public offering and engaging in activities unauthorised by CMB, also constitute an offence punishable by prison terms, monetary fines or both.

Penalties for market abuse and insider dealing

Market abuse violations. These are punishable by a prison term of two to five years and a judicial fine from five thousand days up to ten thousand days. The amount of the judicial fine cannot be less than the benefit obtained by committing the crime. The CMB can impose an additional fine of TRY24,672 to TRY617,38.

Insider trading violations. These are punishable by a prison term of two to five years, a fine of TRY14,600 to TRY182,500 or both. The CMB can impose an additional fine of TRY24,672 to TRY308,408. The minimum monetary fine imposed cannot be less than twice the monetary benefit obtained through such actions.

Under Capital Markets Law No 6362, the CMB can fine any non-criminal market disrupting activities which harm the reliable, transparent and consistent operation of organised markets. Such fines can be from TRY24,672 to TRY617,388.

If the wrongdoer has derived a benefit from any of the above actions, the relevant fines will be for at least two times the amount of any such benefit.

 

De-listing

25. When can a company be de-listed?

De-listing

Voluntary de-listing. If 95% or more of the voting rights of a publicly listed company are acquired, either directly or indirectly by any means, the company can apply to the stock exchange for de-listing. For a company to apply for de-listing, it must:

  • Pass a general assembly resolution adopting the de-listing.

  • Apply to the stock exchange within five business days from the date the resolution is adopted.

The controlling shareholder must also apply to the Capital Markets Board (CMB) for a mandatory tender offer for the remaining percentage of the company's shares that will be offered to the minority shareholders under the Tender Offer Communiqué.

The listed company must announce certain facts and developments to the public in accordance with the principles set out in the related CMB legislation concerning the public disclosure requirement. The company must announce all of the following to the public:

  • The board of directors' resolution for de-listing.

  • The approval of the resolution by the shareholders' meeting.

  • The application to Borsa Istanbul and CMB for de-listing.

  • Every major stage of mandatory tender offer.

Compulsory de-listing. If the voting rights relating to the shares reach 98% of the voting rights of the company or if any additional shares have that effect, the controlling shareholder is entitled to buy out the other shareholders who will be entitled to sell out their shares to the controlling shareholder.

Upon completion of the sell-out and buyout process, Borsa Istanbul will evaluate the application and decide whether to de-list the shares of the company and impose any future restrictions on their listing. The companies whose controlling shareholder has exercised the right of buyout will ex officio become private companies.

In 2014, six companies triggered the automatic and mandatory de-listing process by initiating the buyout process.

Borsa Istanbul can de-list the securities of any company which breaches its continuing obligations or the listing requirements.

A capital market instrument is de-listed if any of the following applies (Listing Directive):

  • The company has ceased operating at least a year ago.

  • The company has not paid Borsa Istanbul’s fees for a year since the due date of such payment.

  • The total amount of non-commercial receivables from the company's related parties exceeds 50% of its assets (based on the last three years’ financial statements).

  • The independent auditor issues an adverse or negative opinion or has avoided giving opinion in the last three years.

Suspensions

Borsa Istanbul's General Manager can suspend the trading of a stock temporarily if:

  • Borsa Istanbul receives information about a stock or an issuing company, which can affect the decisions of the traders and it deems it necessary that this information must be disclosed to members and their clients.

  • Share orders at an unusual price or quantity are transmitted to the system to prevent the development of a healthy market for that stock.

  • Submitted share orders fall within the context of "wholesale trading", that is, an organised platform for the transactions of shares in large quantities.

  • Other factors which prevent the healthy operation of a session arise.

Borsa Istanbul's General Manager can suspend the trading of a stock for a maximum period of five business days. The Executive Council must pass a resolution for a suspension exceeding five business days. There are also detailed rules which set out how to resume trading.

CMB can also de-list a stock or suspend its trade.

 

Reform

26. Are there any proposals for reform of equity capital markets/exchanges? Are these proposals likely to come into force and, if so, when?

There are currently no proposals for the reform of equity capital markets or exchanges. The existing new Capital Markets Law, however, provides for the privatisation of Borsa Istanbul which also paves the way for new entrants to the market.

 

Contributor profiles

Omer Collak, Partner

Paksoy

T +90212 366 4732
F +90212 290 2355
E ocollak@paksoy.av.tr
W www.paksoy.av.tr

Areas of practice. Capital markets; banking and finance; Islamic finance.

Professional associations/memberships. American Bar Association; International Bar Association; the Assembly of Turkish American Associations; Darüşşafaka Society.

Okkes Sahan, Senior Associate

Paksoy

T +90212 366 4790
F +90212 290 2355
E osahan@paksoy.av.tr
W www.paksoy.av.tr

Professional qualifications. Capital market activities qualification (advanced level); derivative instruments qualification; real estate appraiser; credit rating specialist; corporate governance rating specialist and independent auditing in capital markets licence.

Areas of practice. Capital markets; banking and finance; banking regulatory; corporate governance.

Professional associations/memberships. Istanbul Bar Association.


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