{"id":157501,"date":"2026-08-31T11:20:58","date_gmt":"2026-08-31T08:20:58","guid":{"rendered":"https:\/\/paksoy.av.tr\/?p=157501"},"modified":"2026-10-12T17:18:30","modified_gmt":"2026-10-12T14:18:30","slug":"significant-cmb-principle-decisions-on-block-trades-and-ipos","status":"publish","type":"post","link":"https:\/\/paksoy.av.tr\/en\/2026\/08\/significant-cmb-principle-decisions-on-block-trades-and-ipos\/","title":{"rendered":"Significant CMB principle decisions on block trades and IPOs"},"content":{"rendered":"

On 27, 28 and 31 August 2026, the Capital Markets Board of T\u00fcrkiye (the \u201cCMB\u201d) 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.<\/p>\n

1. New rules on block trades<\/strong><\/h2>\n

Pursuant to Article 27 of the Share Communiqu\u00e9 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\u2019s share capital without preparing a Share Sale Information Form approved by the CMB, through wholesale transactions, special order notifications, transactions carried out in connection with liquidity provision or market-making activities, or a secondary public offering.<\/p>\n

Pursuant to the CMB\u2019s Principle Decision No. i-SPK.128.31 dated 28 August 2026 and Principle Decision No. i-SPK.128.31.a dated 31 August 2026, the shareholders referred to above are required to prepare a Share Sale Information Form and obtain CMB approval before carrying out off-exchange share sales or transfers exceeding the thresholds determined by reference to the relevant company\u2019s free float ratio in any 12-month period. This requirement also covers sales and transfers effected through wholesale transactions, special orders (special transaction notifications) or book-entry transfers and other transfer methods.[1]<\/sup><\/a> 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 T\u00fcrkiye, T\u00fcrkiye Wealth Fund Management Co. or public institutions, are exempt from these thresholds, restrictions and requirements.<\/p>\n

The thresholds triggering this approval requirement are set at 2% of the company\u2019s share capital or voting rights for companies with a free float ratio exceeding 50%, and at 4% for companies with a free float ratio of 50% or less. In addition, the conversion of non-tradable shares held by the relevant shareholders into tradable form is subject to the preparation of a Share Sale Information Form and its approval by the CMB.<\/p>\n

Although the provision in the Principle Decision stating that the relevant shares \u201cmay not be sold outside Borsa Istanbul, including sales effected through special orders, the Borsa Istanbul Wholesale Transactions Market (TSP)[2]<\/sup><\/a>, or book-entry transfers or other transfer methods<\/em>\u201d 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 Istanbul\u2019s 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.<\/p>\n

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.<\/p>\n

New Rules on Initial Public Offerings<\/strong><\/h2>\n

Prior to the CMB\u2019s Principle Decision No. i-SPK.128.30 dated 27 August 2026, IPO applications were tracked in the order published on the CMB\u2019s 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.<\/p>\n

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\u2019s website:<\/p>\n