SPK Issues Strategic Approvals and Rejections for Corporate Capital

Turkey's Capital Markets Board (SPK) has rendered decisions on a series of critical capital increases, acquisitions, and share issuance applications that directly impact the financial structures of companies in local markets, marking a significant moment for investors.

SPK Scrutiny on Private Placements for Capital Increases

Private placement capital increase applications from Etiler Gıda ve Ticari Yatırımlar Sanayi ve Ticaret AŞ and Kalyon Güneş Teknolojileri Üretim AŞ received the green light from the Board, subject to specific conditions.

■For Etiler Gıda, an increase of 62,865,330.01 TL in its issued capital of 240,000,000 TL, within a registered capital ceiling of 500,000,000 TL, was approved. The increase is a private placement to İzzettin Kaplan, with existing shareholders’ pre-emptive rights restricted. A condition was set that the share sale price must not be lower than the base price determined within Borsa İstanbul AŞ procedures.

■For Kalyon Güneş Teknolojileri Üretim AŞ, permission was granted for an increase of 3,419,205,837.17 TL in its issued capital of 411,441,018 TL, within a registered capital ceiling of 1,876,500,000 TL. This will be a private placement to Kalyon Teknoloji Yatırımları ve Sanayi AŞ, with pre-emptive rights fully restricted. Conditions include that the free float ratio must not fall below 10%, and the determined sale price must not be lower than the base price.

Acquisitions and Mandatory Tender Offers

The acquisition process for Çelik Halat ve Tel Sanayii AŞ concluded, with the Board approving the mandatory tender offer information form.

■The information form for the mandatory tender offer, prepared by the buyers who secured management control by acquiring 80.43% of the company’s capital and voting rights, was approved. The offer is set at 19.55 TL per share for 1 TL nominal value.

Venture Capital and Rejected Applications

Ral Girişim Sermayesi Yatırım Ortaklığı AŞ’s capital increase request was positively received, however, Aksu Enerji ve Ticaret AŞ’s application was rejected.

■The issuance document request for (A) and (B) group shares to be issued as part of Ral Girişim Sermayesi Yatırım Ortaklığı AŞ’s capital increase from 100,000,000 TL to 300,000,000 TL without a public offering was positively received.

■Conversely, Aksu Enerji ve Ticaret AŞ’s request for approval of the issuance document to sell 66,000,000 TL of its issued capital (within a 150,000,000 TL registered capital ceiling) to Nüsret Güler and Bilal Ayduran with restricted pre-emptive rights was denied. This rejection underscores SPK’s resolve in transactions that do not meet specific criteria or are not deemed compliant with market practices.

These decisions by the SPK reflect an effort to balance transparency and investor protection in the capital markets. Particularly in private placements for capital increases, conditions such as restricting existing shareholders' rights and ensuring the share sale price does not fall below the base price demonstrate a macroprudential stance aimed at preserving market integrity. The rejected applications indicate that the Board meticulously evaluates companies' financial health and market dynamics, and that not every capital increase is automatically approved. This situation highlights the potential for capital markets to serve as an alternative financing source for SMEs experiencing credit contraction in the banking sector, while also revealing the importance of the regulatory authority's selective approach.