Significant CMB principle decisions on block trades and IPOs

On 27, 28 and 31 August 2026, the Capital Markets Board of Türkiye (the “CMB”) issued principle decisions introducing significant changes to the rules governing share transfers (block trades) in listed companies and the prioritisation of initial public offering applications.

1. New rules on block trades

Pursuant to Article 27 of the Share Communiqué and the CMB Principle Decision dated 14 February 2023, shareholders who directly held more than 20% of the share capital of a listed company or held privileged shares conferring board representation could, in any 12-month period, sell shares exceeding 3% of the company’s share capital through

wholesale transactions, special order notifications, transactions carried out in connection with liquidity provision or market-making activities, or a secondary public offering, without preparing a Share Sale Information Form approved by the CMB.

The CMB’s Principle Decision No. i-SPK.128.31 dated 28 August 2026 and Principle Decision No. i-SPK.128.31.a dated 31 August 2026 introduced new thresholds, differentiated by reference to the relevant company’s free float ratio, for sales effected by the same persons through wholesale transactions or special orders, and for share transfers effected off-exchange, including book-entry transfers or other transfer methods, in any 12-month period. However, companies included in the BIST 30 Index, as well as companies directly or indirectly under the management control of the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Wealth Fund or public institutions, are exempt from these thresholds, restrictions and requirements.

For companies not falling within these exemptions, where the free float ratio exceeds 50%, shares representing more than 2% of the company’s share capital or voting rights may not, without preparing a Share Sale Information Form approved by the CMB, be sold through, for example, a wholesale transaction or a special transaction notification, or transferred through methods such as a book-entry transfer. Where the free float ratio is 50% or less, the applicable threshold will be 4%. If shares exceeding the applicable threshold are proposed to be sold or transferred within the foregoing scope, a Share Sale Information Form must be prepared and submitted to the CMB for approval before the transaction; in other words, such transactions will be subject to CMB approval. In addition, non-tradeable shares held by the relevant shareholders may under no circumstances be converted into tradeable form unless the Share Sale Information Form has been approved by the CMB.

Although the provision in the Principle Decision stating that the relevant shares “may not be sold outside Borsa İstanbul, including through book-entry transfer or other transfer methods” is not entirely clear, we assume that it is not intended to subject all sales of shares in listed companies – including sales to strategic or financial investors – to CMB approval. Rather, the rules are generally intended to prevent significant shareholders from disposing of large blocks of shares outside Borsa İstanbul’s open exchange without preparing a Share Sale Information Form approved by the CMB. The measures therefore seek to enhance transparency in significant share transfers, protect investors and support the orderly functioning of the market. Differentiating the thresholds by reference to the free float ratio also indicates that the potential impact of such transfers on the liquidity of the relevant shares and market supply dynamics has been taken into account.

The new rules are expected to have a direct impact on block trades and sales through accelerated bookbuilds in the capital markets, which have recently gained considerable momentum as controlling shareholders have used available market windows to monetise shareholdings. Significant shareholders and intermediary institutions/banks will therefore need to monitor the aggregate amount of transfers made during the preceding 12 months and, where the applicable threshold is exceeded, factor the CMB approval process into the preparation and execution timetables.

2. New rules on initial public offerings

Prior to the CMB’s Principle Decision No. i-SPK.128.30 dated 27 August 2026, IPO applications were tracked in the order published on the CMB’s website by reference to their filing dates, and there was no general set of criteria under which certain issuers could depart from that order and receive priority review.

Under the new Principle Decision, at the request of a non-public company and provided that it satisfies at least one of the following criteria, its IPO application may be processed and concluded on a priority basis without regard to the order published on the CMB’s website:

• The market value of the shares to be offered exceeds TRY 15 billion, at least 50% of the offering is expected to be allocated to international investors, and a draft foreign-language document set (e.g., an international offering circular) demonstrating the offering’s compliance with capital markets legislation and internationally recognised standards is submitted to the CMB;
• For the preceding five years, both the company’s registered office and the factories, production facilities or service offices generating more than 50% of its revenue have been located in the same city, and the company will be the first company from that city to conduct an IPO and have its shares admitted to trading on Borsa Istanbul; or
• The Ministry of Treasury and Finance, Türkiye Wealth Fund or public institutions directly or indirectly exercise management control over the company.

The rules reflect a policy preference towards facilitating IPOs by strategic companies under public control and expediting large-scale international offerings capable of attracting interest from foreign institutional investors.

The first criterion requires a stable geographical nexus, maintained for the preceding five years, between the company’s registered office and the relevant facilities or offices generating more than 50% of its revenue. In other words, both the registered office and those facilities or offices must have been located in the same city, and that city must not have changed during the preceding five years.

Satisfaction of any one of these criteria does not disapply the substantive requirements governing prospectus approval; it merely allows the CMB to review the application on a priority basis outside the published order.