
ROTA CAPITAL SMMM VE DANISMANLIK A.S.
Rota Capital takes part in and manages the entire IPO process.
For a successful IPO, it is important to manage and control the information exchange traffic and the services to be received from third parties. Rota Capital takes part in and manages all of these processes.
Capital required for public offering
Although there is no minimum capital requirement for public offerings, the registered capital system must be adopted in order to go public.
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KSSCompanies to be offered to the public must first switch to the registered capital system (RCC). In 2024, companies that will apply for transition to the CSR must have a minimum capital of 150 million Turkish Liras.
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Nominal Value of CapitalIn publicly traded companies, a capital share has a nominal value of TL 1.
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Capital and Share Value RelationshipThe value of a share is calculated by dividing the pre-IPO company value by the company's share capital.
Our Services
Rota Capital is an Istanbul-based corporate financial advisory organization with the ability and experience to manage and provide solutions on all capital market instruments.
Founded in 2013 under the management of Murat Yanık, this organization collaborates with experienced and expert staff as well as corporate solution partners, each of whom are prominent in their respective fields. Rota Capital valuations can be used to predict the share values of companies preparing for public offerings, as well as to determine company values prior to mergers and acquisitions.
public offering processes
The IPO process for companies preparing for an IPO is analyzed under five main headings.
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Phase One
Preparation
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SECOND STAGE
Transition to Registered Capital System
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PHASE THREE
Prospectus Preparation
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PHASE FOUR
Public Offering Application
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PHASE FIVE
After IPO
REGISTERED CAPITAL SYSTEM
What is Transition to the Registered Capital System (RCRS)?
Companies that have switched to the registered capital system before the public offering may realize capital increases with a value below or above the nominal value only by the decision of the board of directors without the regulation of the general assembly, provided that it does not exceed the determined capital ceiling.

How is the Capital Ceiling Determined? (1)
During the CSR transition application phase, companies may set a capital ceiling up to five times their paid-in capital or the shareholders' equity in their TFRS-compliant financial statements (included in the independent audit report).

How is the Capital Ceiling Determined? (2)
Companies wishing to switch to the authorized capital system must have fully paid up their existing capital.

How many years is the authorized capital ceiling valid? (1)
Companies that adopt the registered capital system may increase their capital up to their capital ceilings at the discretion of the board of directors for a period of five years.

How many years is the authorized capital ceiling valid? (2)
If the five-year period expires, an application must be made to the CMB for an extension of time. Rota Capital manages all stages of applications for extension of the registered capital system.

financial advisory
Balance Sheet Rehabilitation
It is basically based on the preparation of the balance sheet in the language of finance. The process of rehabilitating the balance sheet, which includes the determinations, opinions, regulations and amendment proposals obtained as a result of the examination of the financial structure, improves the credit outlook of the company at any level, strengthens its relations with routine financial institutions and paves the way for access to more diverse and appropriate loans.
Access to Alternative Finance Sources
In parallel with this study, existing borrowing is analyzed in terms of its costs and resources. Taking into account the current and future needs of the company, action plans are produced that include turning to alternative sources of finance or restructuring.
The CMB updates the IPO criteria based on financial performance at the end of each year. In 2024, companies wishing to go public must have assets above TRY 1 billion 500 million in 2023 and TRY 2 billion 400 million in 2024, and net sales above TRY 750 million in 2023 and TRY 1 billion 200 million in 2024 in their independently audited TFRS-compliant financial statements.
These conditions are relaxed for renewable energy, petrochemicals, defense industry, software-technology for defense industry, agriculture and R&D companies. In 2024, companies in these sectors wishing to go public must have assets above 450 million Turkish Liras in 2023 and 1 billion 200 million Turkish Liras in 2024, and net sales above 270 million Turkish Liras in 2023 and 600 million Turkish Liras in 2024 in their independently audited TFRS-compliant financial statements.
Even if these criteria are met, it is not possible for companies that have not made a profit in the last two years to go public. In the Star Market, this rule is relaxed provided that the following conditions are met;
- The partnership has an operating profit in the last audited financial statements of the last year and the related interim period,
- The market value of the shares offered to the public must be at least TL 4 billion,
- The equity/shareholders' equity ratio to be calculated by adding the premiums related to the shares to be obtained from the public offering and the nominal amount of the increased capital to the amounts classified under shareholders' equity in the last audited financial statement is greater than one,
- Public offerings should not be made only through shareholder sales.
Yıldız Pazar’da en düşük halka arzlar 2 milyar liranın üstünde olmalı ve şirketler en az %10 oranında halka açılmalıdırlar.
Ana Pazar’da en düşük halka arzlar 500 milyon liranın üstünde olmalı ve şirketler en az %20 oranında halka açılmalıdırlar.
Alt Pazar’da en düşük halka arzlar 200 milyon liranın üstünde olmalı ve şirketler en az %25 oranında halka açılmalıdırlar.
In the Sub-Market, public offerings can only be made through capital increase. Shareholders cannot sell their own shares in public offerings realized in this market.
There are no qualifications required for the shareholders and members of the board of directors of the companies to be offered to the public. However, both shareholders and board members must not have been sentenced to imprisonment for more than 5 years for a crime committed intentionally. In addition, they must not have been convicted of the following offenses, even if less than five years;
Offenses under the -SP legislation
-Offenses under the Banking Law
-Money laundering
-Offenses against the security of the state
-Crimes against the constitutional order
-Crimes against national defense
-Offenses against state secrets
-Spying
-Disbursement
-Abuse
-Bribery
-Theft
-Fraud
-Falsification
-Abuse of trust
-Fraudulent bankruptcy
-Blocking and disrupting the information system
-Debit/credit card misuse
-Smuggling
-Tax evasion
-Unjust acquisition of property
A company that has declared concordat within the last 2 years cannot go public.
Companies targeting public offerings should not have any legal disputes, pledges, liens and similar encumbrances on the company shares that may significantly affect the continuity of their activities.