Disclosure Requirements - Turkey
Disclosure Category 2
Background and Legal Basis
The disclosure requirement for shareholding in Turkey is primarily derived from the Capital Markets Law dated 30 July 1981, No. 2499 (Articles 1 and 16/A). In addition, the Capital Markets Board of Turkey (CMB), the local securities market regulator, issued Communiqué no. II-15.1.c on “Principles Regarding Public Disclosure of Material Events”. This communiqué has been effective since 17 November 2018 and replaces a series of prior communiqués.
In order to comply with the legislation as mentioned above and, more generally, with applicable Turkish laws and regulations, customers entering into transactions in the Turkish market consent and are hereby deemed to consent to disclosure and to the appointment of CBL and/or its local agent as their attorney-in-fact, under power of attorney to collect from CBL such information to be disclosed as is required by the issuer, regulator or other requesting party. Customers not willing to give this consent cannot hold such securities and/or financial instruments in their account with CBL.
1. Disclosure related to tax:
In the Turkish market, local brokers and other custodians must be aware of who has been appointed as the tax agent and permanent tax representative, when applicable.
CBL, through its local agent, shall perform such disclosure of this status to local counterparties or other parties upon request from such parties, including:
- The tax ID (or, in the case of a Turkish resident individual, the Turkish national ID number) of the beneficial owner; and
- Confirmation that, in the case of beneficial owners with NRIF status (that is, Non-Resident Investment Funds holding securities purchased before 1 January 2006), CBL’s local agent acts as the permanent tax representative of the beneficial owner; and
- Confirmation that CBL’s local agent acts as tax agent in relation to CBL accounts opened with the local CSD (MKK).
As long as CBL’s local agent is appointed by the beneficial owner as permanent tax representative, such agent is deemed responsible for the book-keeping of any NRIF's portfolio, tax accounting responsibilities and the preparation of the legal tax declaration, as required under Turkish law. In addition, CBL’s local agent would be entitled to contact any previous agent to obtain full details of the transactions linked to the beneficial owner under the regime applicable to securities purchased before 1 January 2006, including, among other things, tax return papers already submitted to the tax office (as relevant).
2. Disclosure in the case of repetitive trade failures
According to Borsa Istanbul (BIST) Circular 193, dated 14 January 2004, local brokers provide additional reporting to the BIST when their customers cause more than two trade failures within three consecutive months. Disclosure is made when the default amount exceeds TRY 10,000 or 5% of the investor’s net assets held with the local broker.
Obligation to report threshold crossings
Any acquisition or disposal that causes a holding to reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95% of the total voting rights or share capital of a (Turkish or foreign) BIST-listed company is disclosed by the MKK via the Public Disclosure Platform on the investors’ behalf, without requiring further action by the investors.
Such disclosure is based on the transaction and holdings data recorded in all individual or joint MKK accounts linked to the same tax ID(s) or Turkish national ID number(s).
However, whenever investors are acting together with other investors, keeping their holdings on separate MKK accounts linked to different tax IDs or Turkish national ID numbers, and their acquisitions or disposals cause their joint holdings to reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95% of the total voting rights or share capital of a (Turkish or foreign) BIST-listed company, such investors are required to disclose the relevant threshold crossing through the MKK’s Public Disclosure Platform.
Likewise, investors whose total voting rights or share capital reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95% for reasons other than a direct investment must disclose the relevant threshold crossing through the MKK’s Public Disclosure Platform.
Additional obligation to report
As per the Capital Markets Board of Turkey (CMB), decision published in the Official Gazette No 31195 and dated 24 July 2020, Article 27 of Communiqué on Shares (VII-128.1) entitled “Obligation of corporations, shares of which are traded in the exchange, to prepare and issue a memorandum of information for shareholders”, has been amended. Through the amendment, the criteria on the issuance of a memorandum of information on share sales are revised.
In the event that the shares, which are in the exchange, are going to be sold by shareholders in excess of ten percent of capital within any period of twelve months, the relevant partners are under obligation to prepare and issue a memorandum of information under the principles determined by the CMB in the Communiqué on Shares.
This form should be approved by the CMB before the sale. The issuer takes necessary actions in facilitating the preparation of this memorandum of information.
The obligations are applicable under the following conditions:
- Shareholders holding more than 20% of a company’s capital, either directly or joint with other parties.
- Shareholders of privileged shares wich give the right to elect board members or nominate board members at the general assembly.
Conversion of non-tradeable shares to tradeable shares exceeding ten percent of the company’s capital within a twelve-month period is required to be announced at Public Disclosure Platform (PDP), following the CMB’s approval and prior to Merkezi Kayit Kurulusu (MKK) application for conversion.
Shareholders must publish a material disclosure at the PDP on the next business day following the CMB application for the sale of shares. The equity sale disclosure form will be published at the PDP after five business days upon the CMB’s approval. Trading of the shares at the exchange may start on the third business day following the disclosure of the equity sale disclosure form at the PDP.
Note: Wholesales executed in the relevant market of the exchange, special order sales, sales considered part of market making transactions and secondary public offering of shares are exempt from this obligation.
Method of reporting disclosures
For any change of holding or transaction where disclosure is required, the beneficial owner (investor recorded at the MKK) must file a disclosure with the MKK by 09:00 (local time) on the third business day following the day on which the trade giving rise to the change of holdings was executed.
Investors can fulfil their disclosure obligation in one of three ways:
1. Investors may obtain a user ID and password for the MKK’s E-Governance portal (accessible via www.mkk.com.tr) from CBL and complete the required disclosure details on the portal. Disclosures submitted via the portal are published on the Public Disclosure Platform ((PDP) accessible via www.kap.org.tr).
2. Investors who do not have a user ID and password for the MKK’s E-Governance portal when disclosure is required may send their completed and signed disclosure form (attached below) to the PDP’s fax number (+90 212 334 74 79-80). The form must be completed in its Turkish language version (completing the English version is optional).
3. Investors who do not have a user ID and password for the MKK’s E-Governance portal when disclosure is required may send their completed and signed disclosure form (attached below) as a scanned PDF document to the PDP’s e-mail address firstname.lastname@example.org. The form must be completed in its Turkish language version (completing the English version is optional).
Failure to execute a required disclosure will incur a fine of between TRY 5,000 and TRY 15,000 imposed by the CMB.