The capital market legislation provides that the authority to issue bonds and other debt securities which are in the nature of capital market instruments can be delegated to the board of directors under the articles of association. In that case, the provision of Turkish Commercial Code (TCC) which stipulates that a general assembly decision has to be taken even when the articles of association permit the issuance of bonds does not apply.
According to the respective communiqué of
Capital Markets Board of Turkey (CMB), issuers are obliged to have the bonds they are to issue registered with CMB within the framework of the principles stated. Bonds to be issued by administrations with general and annexed budgets and by CBRT are exempt from the registration requirement.
CMB assesses the bond issue applications which are intended to be offered to public taking into account public disclosure requirements, and registers those bonds which are to be sold through public offering. During the registration application lodged with CMB, other documents required by CMB such as prospectus and circular should also be presented.
Applications which are submitted for registration of bonds to be issued without public offering are examined by CMB to verify whether the presented information are complete and accurate, and registered thereafter. During the registration application to CMB, the circular should state the real and legal persons who are to purchase the bonds issued without public offering as well as other information and documents required by CMB.
If as a result of its assessments, CMB concludes that the explanations are not sufficient, clear and fair, and may mislead the public, it may decide not to register the bonds in question, indicating the reasons of its rejection.