SPK Introduces New Caps on Off‑Exchange Share Sales: Implications for Investors and Companies

The Capital Markets Board (SPK) has announced a landmark regulation that caps off‑exchange share sales.

Fresh Thresholds for Off‑Exchange Transactions

Under Article 27 of the Share Bulletin, shareholders holding more than 50% of a company's circulating capital may not sell more than 2% of their shares or voting rights outside the exchange. For holders of 50% or less, the ceiling rises to 4%. These limits are calculated based on the circulating share ratio at the transaction date.

Exemptions and Public‑Sector Holdings

■The Ministry of Treasury and Finance, Turkey Wealth Fund Management Inc., and any public institutions with direct or indirect stakes in BIST 30 constituents are exempt from the new caps.

■Shares of non‑public investors that are not currently listed cannot become exchange‑traded without an approved Share Sale Information Form.

Implementation Timeline and Market Impact

■Off‑exchange sales completed before August 29, 2026 will be excluded from the 12‑month sale‑ratio calculations.

■After this date, the new limits will fully apply, and responsibility for compliance will be shared between the transferring shareholder and the facilitating brokerage firms.

Short‑Term Risks and Opportunities

■- Companies with large shareholder blocks may face tighter liquidity constraints.

■- Small and mid‑cap investors will encounter added transparency and approval steps for off‑exchange deals.

■- Brokerage houses could see a rise in operational costs to manage the new form‑submission and approval workflow.

■- Market participants might revisit their share‑transfer strategies to avoid the uncertainty introduced by the regulation.

SPK’s new rule aims to boost transparency in Turkey’s capital markets, yet it could complicate liquidity management for high‑percentage shareholders. The 2% limit for owners above 50% introduces a mandatory approval process that may slow short‑term capital flows. Fast adaptation by brokerages will be essential for market stability, while investors should consider rebalancing portfolios to mitigate off‑exchange sale risks.