Thresholds for Initial Public Offerings Increased

As per the decision of the Capital Markets Board (the “CMB”) published in its bulletin dated 31 December 2024, the financial thresholds required for the companies’ initial public offering have been increased which introduce challenges for small-scale companies aiming for a public offering. Accordingly, the required minimum total assets amount in the financial statements of the companies has been revised as TRY 1,500,000,000 for 2023 and as TRY 2,400,000,000 for 2024 and the minimum net sales revenue amount has been revised as TRY 750,000,000 for 2023 and TRY 1,200,000,000 for 2024 in order to be eligible to apply for public offering.

Also, the minimum capital amount required for transition to the registered capital system has been increased to TRY 150,000,000.

The CMB, through its decision numbered 18/505, published in its weekly bulletin dated 28 March 2024, and numbered 2024/17, had decided to reduce the public offering monetary thresholds in relation to total assets and net sales revenues of issuers, limited to companies operating in the energy, chemical, agriculture, and defense industries, as well as those providing advanced technology-based solutions.

For the year 2025, the CMB continues to implement sector-specific public offering facilitation measures. The monetary thresholds applicable to companies within the scope of the decision stated above have been revised as follows:

On 31 December 2024, the listing requirements have been also updated with the revisions made in the Listing Directive of Borsa Istanbul. Accordingly, minimum market value of shares offered to public has been increased as follows:

• from TRY 1,000,000,000 to TRY 2,000,000,000 for companies quoted in the Star Market,
• from TRY 250,000,000 to TRY 500,000,000 for companies quoted in the Main Market,
• from TRY 100,000,000 to TRY 200,000,000 for companies quoted in the Sub-Market.

Moreover, for listing applications submitted for the Star Market, in cases where the market value of shares offered to public exceeds TRY 6,000,000,000, minimum ratio of nominal value of shares offered to public to the share capital has been decreased from 10% to 6%.

For the initial listing of the merged company’s shares to be issued through public offering, the minimum market value of shares offered to public has been increased from TRY 200,000,000 to TRY 2,000,000,000.

Pursuant to the Listing Directive of Borsa Istanbul, the board of Borsa İstanbul holds the authority to approve the listing of issuers in the Star Market, even if they do not meet the annual profit in the independently audited annual financial statements and/or the equity capital ratio in the latest independently audited financial statements, provided that specific alternative conditions are fulfilled that are outlined in the Listing Directive. For such issuers, minimum market value of shares offered to public is increased from TRY 1,500,000,000 to TRY 4,000,000,000.