PUBLIC ARZ

What is an IPO?

A public offering is the sale of company shares to a large number of investors. The sold shares start to be traded on the stock exchange and change hands between investors. Although an IPO technically means that new shareholders join the company, it is not possible for these new shareholders, who do not have privileged shares, to have management control. Public offerings can be made through shareholder sales and capital increases.

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Partner Sale

The sale of the shares of the company's existing shareholders in a public offering is called a shareholder sale. The proceeds from this sale are the personal assets of the shareholders, tax-exempt and non-refundable.

Capital Increase

The process of increasing the existing capital of the company and selling the increased capital to investors on the stock exchange is called public offering through capital increase. Existing shareholders cannot participate in this sale. The income generated from this sale is included in the assets of the company, is exempt from tax, and has no interest or repayment.

High Financing

IPO proceeds are low-cost, tax-free, interest-free and non-refundable.

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    Recognition

    In addition to the prestige of being a publicly traded company, the recognition and visibility of public companies in the digital environment increases.
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    Transparency / Institutionalization

    Companies that go public act in accordance with corporate governance principles, their financial performance is subject to independent audit and the results are shared with investors. Public offering results in transparency and institutionalization.
IPO

What are the Shares Sold in the Public Offering?

Only unprivileged shares can be sold in public offerings. Shares that privilege the selection of the company's management are not sold and remain with the existing shareholders. As a result of this situation, the existing shareholders do not lose their management control in the company after the public offering.

 

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 450 million Turkish Liras in 2022 and 1 billion 500 million Turkish Liras in 2023, and net sales above 270 million Turkish Liras in 2022 and 750 million Turkish Liras in 2023 in their independently audited TFRS-compliant financial statements. Even if these criteria are met, companies that have not made a profit in the last two years cannot go public in the main market. 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 to be at least TL 1.5 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 1 milyar liranın üstünde olmalı ve şirketler en az %10 oranında halka açılmalıdırlar.

Ana Pazar’da en düşük halka arzlar 250 milyon liranın üstünde olmalı ve şirketler en az %20 oranında halka açılmalıdırlar.

Alt Pazar’da en düşük halka arzlar 100 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. 

Companies that will apply for an IPO in 2024 must have total assets (assets) above TRY 1.5 billion in 2023 and over TRY 450 million in 2022 in their IFRS-compliant financial statements that have applied inflation accounting in accordance with TAS-29.

Companies that will apply for an IPO in 2024 must have total revenues above TRY 750 million in 2023 and TRY 270 million in 2022 in their IFRS-compliant financial statements with inflation accounting applied in accordance with TAS-29.

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Rota Capital SMMM ve Danışmanlık A.Ş. is a consultancy company that provides services to domestic corporate companies in the fields of public offering consultancy, transition to the registered capital system, mergers and acquisitions, and financial consultancy.

Founded in 2013 under the management of Murat Yanık, this organization has the ability and experience to manage and provide solutions in the areas of capital market instruments and especially public offerings, mergers and acquisitions, company valuation and financial consultancy.

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