PUBLIC OFFER PREPARATION
In order for the shares of a company to be traded in the relevant market of Borsa İstanbul, the prospectus detailing the offering has to be approved by the CMB and subsequently its shares has to be listed/registered with the relevant Borsa İstanbul market.
Listing or registration with Borsa İstanbul indicates that shares of a company are accepted for trading in the relevant market providing that companies comply with all the requirements of that market of Borsa İstanbul.
Preliminary preparations required by our Exchange and the Capital Markets Board could be outlined below:
Constitution of an Internal Working Group
Since a company’s shares to be publicly offered and subsequently traded in the Exchange depend on various procedures, which need to be completed internally or through external professional assistance, it is necessary to constitute an internal working group within the company to carry out required public offering applications. Respective group should be formed by experts from finance and public relations divisions and other relevant mid-level managers of the company. The working group defines detailed procedure list prior to officially applying to the CMB and Borsa İstanbul.
Selection of Intermediary Institution - Market Advisory Agreement
In order for company shares to be offered publicly, applicant company need to have agreement with a brokerage/investment house. Selected firm is required to be authorized by the CMB. A company may either choose to sign an agreement with only one brokerage/investment house or –largely depending on the size of the IPO- opt for a consortium to take advantage of the syndicated efforts of several brokerage houses. In a consortium, at least one of the brokerage houses has to be identified as the “leader” of the consortium. The agreement between a company and brokerage/investment house(s) typically includes the rights and responsibilities of both parties, whether or not there will be an undertaking option and how it will be carried out, as well as, the IPO method and other relevant fundamentals.
For an IPO process, brokerage/investment houses practice one of the following methods:
1) Best Effort
2) Broker Undertaking
a) Undertaking of the remaining balance
b) Undertaking of the entire balance
c) Partially undertaking of the remaining balance
d) Partially undertaking of the entire balance
In addition, to be in compliance with the related CMB communiqué (No: VII-128.1), a brokerage/investment house has to assure that it will undertake:
a) The entire unsold amount, if the market value of the shares offered is below TRL 22,000,000;
b) The entire unsold amount up to TRL 22,000,000, and half of the remaining unsold amount, if the market value of shares offered is between TRL 22,000,000 and TRL 44,000,000 assessed using the initial public offer price. If the total value of publicly offered shares is above TRL 44,000,000 than brokerage/investment house(s) is/are not subject to obligation of undertaking.
Preparation of Financial Statements and the Selection of an Independent Auditor
Companies applying for an IPO are required to prepare their financial statements in accordance with capital markets regulations and these statements should be audited by independent audit firms which is to be selected from CMB’s authorized list and further sign an audit contract with selected audit firm.
Ordinance of the General Assembly and the Amendment of the Articles of Association
Upon deciding on an IPO, a company should make amendments on its Articles of Association document in order to comply with the capital markets regulations, and submit these proforma amendments to the CMB. If there are any clauses in the Articles of Association that limit the circulation and transfer of the shares to be traded in the Exchange, and/or prevent shareholders from exercising their rights, they should be removed. The company has to ensure that each clause in the Articles of Association document is in compliance with the capital markets regulations. In the case that an IPO will be commenced via an increase in capital, the General Assembly of the company has to ratify a decision stating the company will increase its capital and limit the pre-emptive purchase rights of its existing shareholders via an ordinance in order to comply with the Turkish Commercial Code.
IPO Price Determination
Price determination process is considered to be one of the most crucial stage in an IPO application. The IPO price is not only dependent with the internal dynamics of the company, but it is also affected by external conditions, often not related with company management. Establishing a realistic offer price highly correlates with the success of the IPO, as well as the post-IPO stock performance. The offer price is determined by the brokerage/investment houses and neither Borsa İstanbul nor the CMB intervene in this process.
“Price Evaluation Report” which includes the price and the calculation methodologies of company shares prepared by the active brokerage/investment house has to be published in the Public Disclosure Platform (PDP) website at least three days before the inception date of the public offering. This report could be examined by other brokerage/investment houses and their findings/analyses could also be published at the PDP website.
Preparation of Required Documents for the Application
The applicant company and/or the brokerage/investment house commissioned by the company begin to negotiate with the relevant authorities of Borsa İstanbul and the CMB in the preliminary phases of the IPO process and deliver detailed information about the procedure. Depending on the capital market instrument and issuance type, the applicant company have to supply required documents to Borsa İstanbul within its application. All the documents required by the Exchange are itemized in the relevant clause of Borsa İstanbul Listing regulations which could be viewed here. Although the documents requested are asked, and therefore submitted, within a general framework, supplementary documentation could be requested from the applicant company, depending on its business activities and industry. All pertinent documents submitted has to be furnished with the official stamp/seal of the issuing entity.