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January 14, 2025
Listing thresholds and IPO conditions are Increased
Capital Markets Board (“CMB”) has increased the financial conditions for initial public offerings, based on the re-evaluation ratio, with its Decision dated 26 December 2024 and numbered 66/2058, announced in the CMB Bulletin dated 31 December 2024. Some of the significant changes are highlighted below:
- The amount of the paid-in share capital of the companies that will adopt registered capital system is increased from TL 100,000,000 to TL 150,000,000.
- The thresholds for underwriting obligation of intermediary institutions have been increased. Accordingly; if the market value of the offered shares, excluding additional sales, calculated based on the public offering price, is (a) below TL 600 million, then the intermediary institutions shall undertake to purchase all of the unsold shares or (b) is between TL 600 million and TL 1.2 billion, then the intermediary institutions shall undertake to purchase the entire amount up to TL 600 million and half of the excess amount of the unsold shares, at the public offering price.
- If the market value of the shares to be offered to public, excluding additional sales, is below TL 750 million, the shares corresponding to 25% of the nominal value of the shares to be offered to public shall be kept ready for sale by restricting the shareholders’ pre-emption rights.
- For initial public offerings; the amount of total assets and net sales revenues under the audited financial statements of the companies prepared as per the CMB principles, shall be as follows:
|
|
2022 (TL) | 2023 (TL) | 2024 (TL) |
| Total Assets | At least 450 million | At least 1.5 billion | At least 2.4 billion |
| Net Sales Revenue | At least 270 million | At least 750 million | At least 1.2 billion |
Additionally, with the amendment made by Borsa Istanbul A.Ş. (“BIST”) in the Listing Directive, on 31 December 2024, the listing conditions for initial public offerings are amended as below:
| BIST Star Market | BIST Main Market | BIST Sub-Market | |
| Market value of the shares offered | (Increased from minimum TL 1 billion to)
Minimum TL 2 billion |
(Increased from minimum TL 250 million to)
Minimum TL 500 million |
(Increased from minimum TL 100 million to)
Minimum TL 200 million |
The previously set 10% ratio requirement for the nominal value of the shares offered to issuer’s share capital in BIST Star Market will no longer be required if the market value of the shares offered exceeds TL 6 billion and the ratio of the nominal value of these shares offered to issuer’s share capital is greater than 6%.
Additionally, the minimum market value requirement for the shares offered for listing applications in the BIST star market is increased from TL 1.5 billion to TL 4 billion.
With the above amendments made pursuant to revaluation, the financial conditions for IPO’s are rendered more stringent.
