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Private market is a market that enables share purchase and sales between companies, qualified investors and angel investors without a public offer through a web platform (www.bistozelpazar.com). One of the main objectives of the Private Market is to support development of entrepreneruial ecosystem and investment environment.
Transactions conducted in the Private Market are governed by the Turkish Code of Obligations and Turkish Commercial Code. Member companies are not subject to capital markets legislation and there is no need to draft a prospectus for share subscription or purchase and sell transactions in this market. Transactions can be made with or without an intermediary at the discretion of the members.
Membership
Following persons are entitled to electronically apply for membership.
Companies and Shareholders
Unlisted joint stock companies can apply in two categories, namely Start-up Companies and Rising Companies (Pre-IPO).
Start-Up Companies: Companies which have been incorporated at least six months and at most five years ago can apply for a membership.
Rising Companies (Pre-IPO):
- Minimum amount of the assets or sales revenues must be 5 million TL in one of the past two consecutive year’s annual or quarterly financial statements,
- The company must have dated at least two years.
Investors
Qualified Investors[1], Certified Angel Investors[2] and qualified investors and angel investors residing outside of Turkey can be members of the Private Market.
Intermediaries
Consultants, legal firms, funds, financial institutions, brokerage houses and banks can apply to become a member of the Private Market.
Service Providers
Extra services including consultancy, legal advisory and independent audit with respect to transactions in the Private Market may be provided by Private Market member service providers.
Procedures
Companies and shareholders or investors send an electronic notice to each other indicating their interest in selling or buying shares, participation or other transactions, which is called a Notice of Interest. If the Notice of Interest is accepted, company and the shareholders become authorised seller for the relevant investor and the investor becomes authorised buyer for the relevant company and the shareholders.
Upon acceptance of the Notice of Interest, both sides can have access to each other’s second level information [3] and start negotiations.
Offers to sell and purchase shares in this market cannot be less than TL20,000 for start-up companies and less than TL100,000 for rising companies. Share transfers and payments are made off market by and between the buyer and the seller.
Once the transaction is closed a notice must be sent to the private Market.
[1] Qualified investors as defined in article 77 of the Communique Regarding Incorporation and Operation Principles of Investment Institiutions of the Capital Markets Authority dated 17.12.2013.
[2] Angel investors licenced by the Undersecreteriat of Treasury.
[3] Companies, shareholders and investors share with each other two levels of information. First level information consists of standard introductory information. Second level information consists of information that only authorized buyer and seller share with each other.
