Listing Requirements for Foreign Equities

Listing Requirements for Foreign Mutual Funds

Listing Requirements for Foreign Debt Securities

Assessment and Final Evaluation

The International Market Admission Fees

Temporary and Permanent De-listing

ISE IM Parallel Market

Accounting Standards

Disclosure Requirements

Listing Requirements for Foreign Equities

1. The applying securities should at least be listed on one stock exchange or traded on organized off-exchange markets,

2. It is required from the company whose securities are to be listed:

1. At least three fiscal years must have elapsed since the incorporation date (this obligation may be reduced to two years by the Executive Council provided that the Council decides the investors are sufficiently informed about the company.),
2. The latest annual and quarterly financial statements prepared in accordance with an accepted accounting standards should be independently audited. (The ISE may not ask for the latest quarterly statements considering the level of growth of the stock exchange that the company is listed on and the sufficiency of information disclosed by the company. However, the latest independently audited financial statement of the company must be submitted to the ISE.),
3. Pre-tax profits for the last three consecutive fiscal years should be at least US$ 6 million, provided that it is not less than US$ 1 million for each year (In case that the period indicated in (a) is shortened by the Executive Council, pre-tax profits for the last fiscal year should not be less than US$ 1 million or equivalent),
4. The paid-in capital should be at least US$ 2 million (Executive Council is authorized to decrease or increase this amount each year),
5. The nominal value of stock to be listed in the International Market should be at least US $300.000.
6. Total assets of the company must be at least US$ 10 million.
7. The Market Issuer Affirmation Agreement must be submitted to the ISE after being signed by two executives of the issuer company authorized to represent and representatives of the financial intermediary.
8. Articles of Incorporation must not include any provisions restricting the transfer or circulation of securities or hindering shareholders from exercising their rights,
9. Should not have suspended its activities for more than three months in the last 12 months except for the reasons approved by the Exchange administration, and should not have applied for liquidation or concordat
10. Executives, Board Members and shareholders with voting rights more than the minority, according to the legislation of the respective country, should not have been accused of any illegal actions regarding the operations of the company.
    

Listing Requirements for Foreign Mutual Funds

1. The financial structure, management and activities of the founder and/or manager of the mutual fund should be approved by the Exchange Administration, in terms of efficiency and reliability,
2. The nominal value/total assets of the mutual fund should be at least US$ 10 million. (Executive Council is authorized to decrease or increase this amount),
3. The paid-in capital of the legal entity which is the founder and/or manager of the fund, if any, should not be less than implied in (b),
4. The domestic securities in the portfolio of the mutual fund are required to be kept in Takasbank while the foreign securities must be kept in a custodian at the country of origin. All securities must be insured,
5. The Articles of Incorporation of the mutual fund must not include any provisions restricting the transfer or circulation of securities or hindering shareholders from exercising their rights,
6. The Market Issuer Affirmation Agreement must be submitted to the ISE after being signed by two executives of the issuer company authorized according to the Articles of Incorporation of the fund and representatives of the financial intermediary.

Executive Council may not request some of the above requirements to be fulfilled in case that the mutual fund is traded on the ISE IM Parallel Market.

The International Market Admission Fees

Listing Requirements for Foreign Debt Securities

1. Nominal value of the issue related to the specific application should not be less than the amount determined by the Executive Council,

2. It is required from the company whose securities are to be listed:

1. At least three fiscal years must have elapsed since the incorporation date (this obligation may be reduced to two years by the Executive Council provided that the Council decides the investors are sufficiently informed about the company,)
2. The latest annual and quarterly financial statements, prepared in accordance with an accepted accounting standards should be independently audited. (the Exchange may not ask for the latest quarterly statements considering the level of development of the stock exchange that the company or its securities are listed on and the sufficiency of information disclosed by the company. However, the latest independently audited financial statement of the company must be submitted to the ISE.),
3. Pre-tax profits for the last three consecutive fiscal years should be at least US$ 6 million, provided that it is not less than US$ 1 million for each year (in case that the period indicated in (a) is shortened by the Executive Council, pre-tax profits for the last fiscal year should not be less than US$ 1 million or equivalent,)
4. The shareholder’s equity should be at least US$ 10 million.
5. Should be rated as average by the rating companies which are approved by the ISE, within the last three months.
   

Assessment and Final Evaluation

Where an application for a secondary listing does not involve a public offering of securities in the Market, the Exchange should make a decision at a decision within 4 weeks following the date of submission of the application provided that the application is complete in all material aspects.

The Exchange can be expected to reach a decision regarding other types of application within 6 weeks.

Temporary and Permanent De-listing

The Executive Council may, upon the recommendation or consent of the IM Listing Committee, delist the foreign capital market instruments traded on the IM Main Market, temporarily or permanently; suspend their trading thereof, or transfer the same from the IM Main Market to the IM Parallel Market; or expel foreign securities from the IM Parallel Market, temporarily or permanently, and/or suspend trading thereof, in the event that the relevant partnership/partnerships:

1. fails to comply with the provisions of the "Affirmation for Trading on the IM,"
2. fails to comply with the disclosure requirements envisaged in the International Market Regulations,
3. is declared bankrupt or liquidated or its operations are suspended for a period of more than 3 months due to reasons other than acceptable by the Exchange,
4. fails to fulfil its payment obligations to the Exchange or if the payment procedures are inconcluded,
5. is prohibited from trading, temporarily or permanently, or if the market price of its foreign capital market instruments falls below the nominal value to a limit predetermined by the Executive Council or the trading volume or number of trades fall below the market average or the limit fixed by the Executive Council,
6. fails to provide the Exchange or the duly authorised personnel of the Exchange with requested information or submits incomplete, misleading, or false information and/or documents,
7. trading of depository receipts is halted as a result of the cancellation of depository receipts and release of the blockage on securities deposited at the custodian,
8. the blockage on the securities represented by the depository receipts is released by the custodian at its own initiative without the consent of Takasbank,
9. the issuer corporation or founder of the fund or their executives shows negligence in executing duties regarding exercising of rights.

In the above mentioned situations, the Executive Council may, at its sole initiative, warn and assign a certain time to the concerning partnership to correct its current situation before resolving to delist and/or halt the trading of the partnership’s securities on a temporary or permanent basis.

ISE IM Parallel Market

In cases that the listing requirements are not fulfilled by the foreign securities or the issuers, the following must be complied with for admission to the Parallel Market.

1. The latest annual and quarterly financial statements, prepared in accordance with an accepted accounting standards should be independently audited. (Chairman’s Office may not ask for the latest quarterly statements considering the level of growth of the stock exchange that the company is listed on and the sufficiency of information disclosed by the company. However, the latest independently audited financial statement of the company must be submitted to the ISE),
   In case that the financial statements are audited according to the accounting standards of the country of origin, the differences from the standards of the accepted accounting standards and the affects of these on the profit and loss as well as the other balance sheet items should be revealed.
2. At least one fiscal year should have elapsed since the incorporation date. (This is not required for mutual funds)
3. The Market Issuer Affirmation Agreement must be submitted to the ISE after being signed by two executives of the issuer company authorized to represent in the first degree and representatives of the financial intermediary,
4. The foreign securities must conform to the pre-determined criteria by the Exchange Administration in terms of current trading volumes in the market,
5. Articles of Incorporation must not include any provisions restricting the transfer or circulation of securities or hindering shareholders from exercising their rights,
6. Should not have suspended its activities for more than three months in the last 12 months except for the reasons approved by the Exchange administration, should not have applied for liquidation or concordat.
   

Accounting Standards

Financial statements for the International Market shall be prepared in compliance with the standards given below:

1) Accounting Standards Accepted by the United States and the United Kingdom.
2) International Accounting Standards,
3) Accounting Standards Accepted by the European Union.

The financial statements prepared according to the standards mentioned above shall be independently audited at the end of each accounting period. The Exchange may require any deviation from the International Accounting Standards to be included in the submitted financial statements.

The Exchange may also require from the issuer to disclose the financial statements prepared in accordance with the accounting standards (except those mentioned above) employed in the issuers’ country.

Disclosure Requirements

Issuing institutions are required to disclose to the Exchange, any changes pertaining to the information provided in the Issuer Information Document via the fastest communication means, throughout the period their securities are traded. In addition, the issuing institution is also responsible for submitting to the Exchange via the fastest communication means all information effecting investors’ decisions, market value of the underlying securities and all situations on the date such decisions or situations have been procured.