The aim of imposing a public disclosure obligation is to guarantee that the capital market operates in openness and honesty through a complete and accurate disclosure.
The CMB Communique on Material Events Disclosure (No: II-15.1) sets out the material circumstances to be disclosed in the case of important events and developments which may impact the value of Borsa Istanbul-traded capital market instruments, or be influential on the investment decisions of, or the exercise of the rights by, the investors, and determines the disclosure principles of such circumstances.
Material circumstances are events which bring about insider information and continuous information. Insider information is the kind of information not yet revealed to the public, which may impact the value of the capital market instrument and influence the investors’ investment decisions. The term ‘continuous information’ encompasses any information which has to be disclosed as per the respective communiqué, except for any information falling within the definition of insider information.
• Changes relating to the capital structure and managerial control of the corporation
• Acquisition of treasury shares by the corporation
• Changes relating to total voting rights and capital amount of the corporation
• Additional information (changes relating to shares held by corporations in different categories and to other capital market instruments being traded)
• Information about the exercise of shareholding rights
• Information relating to borrowing instruments
A material event disclosure becomes necessary when changes occur or are discovered by the corporation with respect to insider information and any previously disclosed issue which is relevant with such information.
In the event that shareholders owning a substantial shareholding interest in the total voting rights or capital of a corporation come to know any insider information without the knowledge of the corporation, such real person or legal entity has to make a public disclosure.
If insider information is unfolded by a corporation or a person acting on behalf or for the account of it to a third party in the ordinary course of his/her job or duty, such information shall be disclosed to public by the corporation. However, if the receiving party has the obligation of keeping such information confidential under a legal arrangement, the articles of association of the company or a special contract, this provision does not apply.
Deferring Public Disclosure of Insider Information
A corporation may, under its own responsibility, defer public disclosure of insider information for the avoidance of damage to its legitimate interests if and to the extent this does not result in misleading of the public and the corporation is able to maintain the confidentiality of such information, provided, however, the corporation has to disclose such insider information to the public as soon as the reasons of withholding public disclosure of insider information cease to exist.
Corporations are obligated to maintain confidentiality of the insider information whose disclosure is withheld and to control access to such information.
Extraordinary Price and Amount Movements
Corporations have to make public disclosures immediately upon the request of Borsa Istanbul when any wobbles which cannot be justified by ordinary market conditions occur with respect to prices or trading volumes of their capital market instruments. Such disclosure should state whether there is any material circumstances which have not been disclosed or not, and encompass all undisclosed material circumstances, if any.
Confirming News or Hearsays
In the event of news or hearsays about a corporation on the press or the media, which is likely to affect the investors' investment decisions and the value of the capital market instruments, not originating from persons authorized to represent the corporation and having a different essence than the information previously disclosed to public via material disclosures, prospectuses, circulars, announcements approved by CMB, financial reports and other public disclosure documents, the corporation has to make a statement whether such news or hearsays are true, or sufficient or not. Such disclosure obligation shall be fulfilled by the corporation without any warning, notice or demand having to be served by CMB or Borsa Istanbul.
Capital Market Instrument Transactions of Persons with Administrative Responsibility
Any transaction executed by a person with an administrative responsibility within the corporation, or a person who is closely related to that person, with respect to shares representing the capital or other capital market instruments backed by such shares should be notified to Borsa Istanbul by the person executing the transaction.
Notification Method for Material Disclosures
It is mandatory that any material circumstance or any change relating to the information which is the subject of the material circumstance is delivered to the Borsa Istanbul, as soon as it occurs or is discovered, using the forms available in the directory specified in the respective communiqué using the most practical communication tools.
The material disclosure obligation should be satisfied so as to provide swift access to information and not to violate the arm’s-length principle between the investors.
Scope and Nature of Material Disclosures
The materials disclosure should be timely enough to allow the beneficiary persons and entities to make a decision, and the wording should be accurate, complete, direct, easy-to-understand and sufficient. The public disclosure texts should not be incorrect, misleading, baseless, exaggerated, or deficient, and have to be formulated to prevent beneficiaries from misjudging the current conditions of the corporation.
Material circumstances which yet remain ambiguous due to events or conditions that have not been ascertained are disclosed to public provided that such ambiguity is spelled out.
The names, authorities and titles of persons authorized to make material disclosures are notified to Borsa Istanbul and CMB. Any replacement of such persons is also notified. It is essential that the persons assigned with the responsibility to make material disclosures are elected from among persons who are authorized to represent and bind the corporation.
Corporations have to post their material disclosures on their websites on the business day that succeeds the public disclosure, at the latest, and have to keep such disclosure available on their websites for a period of five years. If the corporation has more than one website, the website which is best known by the public will be used for the disclosure.
If a corporation whose stock is listed on foreign stock exchanges make a material disclosure for the respective stock exchanges, which is not covered by this Communiqué, the same disclosure should also be announced to the public in accordance with the provisions of this Communiqué.
An information policy is established by the corporation for the purpose of informing the public, and is announced to the public via the website of the corporation.
All the persons who have knowledge of a material circumstance which has to be disclosed are obliged to keep such information confidential until the information conveyed to the Borsa Istanbul or CMB is publicly disclosed.