ROTA CAPITAL SMMM VE DANIŞMANLIK A.Ş.
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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RCCCompanies 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 100 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 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.
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 the Registered Capital System
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PHASE THREE
Preparation of a Prospectus
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PHASE FOUR
Public Offering Application
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PHASE FIVE
Post 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).

Sermaye Tavanı Nasıl Belirlenir? (2)
Kayıtlı sermaye sistemine geçmek isteyen şirketlerin mevcut sermayelerinin tamamının ödenmiş olması gerekmektedir.

Kayıtlı Sermaye Tavanı Kaç Yıl Geçerlidir? (1)
Kayıtlı sermaye sistemine geçen şirketler beş yıl boyunca, yönetim kurulunun takdir ettiği bir zamanda sermaye tavanlarına kadar sermaye artırımı yapabilirler.

Kayıtlı Sermaye Tavanı Kaç Yıl Geçerlidir? (2)
Beş yılın sona ermesi halinde süre uzatımı için SPK’ya başvurulması gerekmektedir. Rota Capital, kayıtlı sermaye sistemi süre uzatımı başvurularının tüm aşamalarını yönetmektedir.

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 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 Stars Market, this rule is relaxed provided that the following conditions are met;
- The corporation has an operating profit in the last independently audited financial statements of the last year and the relevant interim period, - The market value of the shares offered to the public is at least TRY 1.5 billion, - The equity/capital 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 equity in the last independently audited financial statement is greater than one, - The public offering is not made only through the sale of shareholders.
In the Stars Market, the minimum IPOs must be above TRY 1 billion and companies must be publicly traded by at least 10%.
On the Main Market, the minimum public offering must be above TL 250 million and companies must go public at least 20% of the time.
In the Sub-Market, the minimum public offering must be above 100 million liras and companies must go public at least 25% of the time.
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 should 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;
-Crimes under the SP legislation -Crimes under the Banking Law -Money laundering -Crimes against the security of the state -Crimes against the constitutional order -Crimes against national defense -Crimes against state secrets -Spying - Embezzlement -Abezzlement - Bribery - Theft - Fraud - Forgery - Abuse of trust - Fraudulent bankruptcy - Blocking the information system, -Debit/credit card abuse -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.