Public Offerings in Turkey: Prospectus, Price Determination Report, Allocation and Price Stabilisation under Communiqués II-5.1, II-5.2 and VII-128.1

A share’s story on Borsa Istanbul begins with its public offering, and many of the documents that matter in a later dispute are produced at that stage. Turkish law requires an SPK-approved prospectus before shares are offered to the public or traded on the exchange (Capital Markets Law Art. 4(1)); approval does not mean that SPK guarantees the information (Art. 6(1)). Where the offer price differs from the exchange price or exceeds nominal value, the intermediary must publish a price determination report on KAP at least three days before the offering, and in the year after listing it must publish at least two evaluation reports explaining any gap between the offer price and the market price (Share Communiqué VII-128.1 Art. 29). Allocation follows fixed rules: at least 10 per cent each to domestic retail and domestic institutional investors, equal treatment within each group, and records of all demand kept for five years (Sales Communiqué II-5.2 Arts. 18, 19 and 24). Price stabilisation is allowed for at most 30 days, never above the offer price (VII-128.1 Art. 11). The issuer is liable for false, misleading or incomplete prospectus information; the offerors, the lead intermediary, any guarantor and the board members are liable, according to their fault, where the loss cannot be recovered from the issuer (Capital Markets Law Art. 10). Claims based on public disclosure documents are time-barred six months after the loss (Art. 32(6)). This guide explains these rules for foreign institutional investors. It reflects the legislation in force as at 25 October 2026.

Why public offering rules matter in the 2026 cases

When a listed share rises sharply and then collapses, the investigation usually looks at trading. But a share’s valuation, its free float and the identity of its first holders were all fixed at the public offering, and the offering left a documentary record: the prospectus, the price determination report, analyst reports, the allocation results, the list of investors who bought more than five per cent, stabilisation disclosures and, after listing, the evaluation reports and use-of-proceeds reports. For a foreign institution that bought in the offering or later in the market, these documents can show whether the information given to investors was accurate and whether the offering was run according to the rules.

This guide does not suggest that any offering in the 2026 cases breached these rules. Whether a particular prospectus or report was false, misleading or incomplete, or whether an offering was run improperly, is a question of fact for SPK and the courts. The liability of issuers and others for disclosure documents generally is explained in the guide to prospectus and disclosure liability; this guide concentrates on the specific rules for public offerings.

The legal framework

An initial public offering usually takes one of three forms: existing shareholders sell their shares, the company issues new shares in a capital increase with pre-emption rights restricted, or both (Share Communiqué VII-128.1 Arts. 6 and 7). The shares to be sold by existing shareholders must be free of pledges and other restrictions on transfer or on the exercise of shareholder rights (Art. 6(1)). The distinction matters for investors: proceeds of a sale by shareholders go to those shareholders, while proceeds of a capital increase go to the company, which must then report on their use.

The prospectus: obligation, approval and changes

Capital market instruments may be offered to the public or traded on an exchange only after a prospectus has been prepared and approved by SPK (Capital Markets Law Art. 4(1)). The prospectus must present information in a way investors can easily understand and assess (Art. 4(2)), and must name the natural persons responsible for it and the legal persons with their addresses (Art. 4(3)). SPK approves a prospectus when it finds the information consistent, comprehensible and complete according to its standards; approval does not mean that SPK guarantees the accuracy of the information, and it is not a recommendation (Art. 6(1)). SPK decides within ten business days of a complete application, and within twenty business days for initial public offerings (Art. 6(2)).

Communiqué II-5.1 sets the standard of preparation. The prospectus must be prepared in sufficient detail to set out clearly the information required, must meet SPK’s standards, be complete and up to date, be easy to analyse and understand, and be supported by documents where necessary (II-5.1 Art. 7(1)). It is signed by the issuer, any offering shareholder and the authorised intermediary, and, where there is a consortium, by the consortium leader and any co-leaders (Art. 7(4)). Audited or reviewed financial statements are the basis of the financial information; where unaudited information is included, it must be consistent with the audited statements, less prominent, explained and clearly labelled as unaudited (Art. 7(5)).

The prospectus is valid for twelve months from first publication for offerings made in that period, provided it is kept up to date (II-5.1 Art. 17(1); Capital Markets Law Art. 9). If, before or during the sale, a change or new matter arises that may affect investment decisions, the issuer or offering shareholder must inform SPK immediately, and the sale may be stopped (Law Art. 8(1)–(2); II-5.1 Art. 24(1)). SPK approves the amendment within seven business days, and investors who placed demands before its publication may withdraw them within two business days of publication (Law Art. 8(3)–(4); II-5.1 Art. 24).

Marketing, pre-demand and equal information

Advertisements and statements about an offering, including oral statements, must be consistent with the prospectus and must not be false, exaggerated or misleading (Capital Markets Law Art. 7(3)). Communiqué II-5.1 adds detail: marketing must not be false, misleading, unfounded, exaggerated or incomplete or lead investors to wrong ideas about the issuer or the instrument; if the offer price is mentioned, it must be stated clearly that neither SPK nor the exchange has any discretion over or approval of the price; and every advertisement must warn that investment decisions should be made by reading the prospectus (II-5.1 Art. 27(1)). Between the application and publication of the prospectus, marketing may concern only the issuer’s sector, its position, its activities and its products (Art. 27(2)).

Equal information is a specific rule. Information about the offering or the listing that the issuer, an offering shareholder or the intermediary gives to investors in general or to a particular group of investors, including abroad, must also be included in the prospectus, and no action may be taken that creates an information asymmetry among investors (II-5.1 Art. 27(5)). For an institutional investor who attended roadshow meetings, this rule means that what was said there should be traceable in the prospectus.

Before SPK approves the prospectus, intermediaries may collect non-binding indications of demand within a price range, after SPK has permitted it; the period may not exceed ten business days, and the results may never be made public or used for advertising (VII-128.1 Art. 20(1), (2), (4) and (7)). A pre-demand announcement must carry a prescribed warning that the prospectus has not yet been approved and that indications are not binding (Art. 21(2)).

The price determination report

Where the sale price of the offered shares differs from the exchange price or is above nominal value, the intermediary that handles the sale must prepare a price determination report on the price and the methods used to calculate it, and the report must be published on KAP at least three days before the offering starts. In a consortium, the leader or a co-leader prepares it. If the intermediary is a related party of the issuer, another authorised intermediary must prepare the report (Share Communiqué VII-128.1 Art. 29(1)). The offering may start at the earliest on the third day after both the prospectus and the price determination report have been published (Sales Communiqué II-5.2 Art. 10(1)).

The report can be tested by others. Another authorised intermediary that is not a leader or co-leader of the offering may prepare an analyst report on the price determination report; if it does, the analyst report must state an opinion on the offer price and be published on KAP and the intermediary’s website at the latest when the offering starts (VII-128.1 Art. 29(2)). To prepare price determination reports for initial offerings at all, an intermediary must, in the previous twelve months, have prepared and published analyst reports on at least three offerings in which it was not leader or co-leader (Art. 29(3)).

Sales methods and the offering period

Capital market instruments may be sold by public offering, or without a public offering by allocation to predetermined persons or sale to qualified investors (Communiqué II-5.2 Art. 6(1)). A public offering may be made by bookbuilding, by sale without bookbuilding or by sale on the exchange (Art. 13(1)). Bookbuilding may be at a fixed price, by collecting price bids above a minimum price or within a price range, in which case the ceiling may not exceed the floor by more than 20 per cent (Art. 14(4)–(8)). Unless the prospectus says otherwise, investors may change or withdraw their demands during the bookbuilding period (Art. 14(3)). Sale on the exchange follows the exchange’s rules (Art. 16).

The offering period is set by the issuer or offering shareholder at not less than two and not more than twenty business days (Art. 10(7)). The offer price or the price range may be revised downwards before or during the offering by a special situation disclosure without a prospectus amendment; if this happens during the offering, at least two business days are added to the offering period (Art. 10(2)). The final price, where not fixed in advance, is announced within one business day after the offering ends (Art. 10(5)). Investors may also subscribe by blocking specified liquid assets, such as BIST-30 shares, government debt or money market fund units, and the intermediary and the issuer or offering shareholder are liable for losses arising from such blocking (Art. 5(6)).

Allocation and distribution

An offering may be allocated among investor groups defined in the prospectus, with the allocation ratios for each group set out in detail (Communiqué II-5.2 Art. 18(1)). At least 10 per cent of the nominal value offered must be allocated to domestic retail investors and at least 10 per cent to domestic institutional investors; these minimums do not apply to sales on the exchange, sales without bookbuilding and certain other cases, and SPK may reduce them to zero or double them (Art. 18(4)). Minimum or maximum demand limits may be set in the prospectus, but they may not be used to benefit persons related to the intermediary, the issuer or the offering shareholder (Art. 18(2)). Reallocation between groups is possible within limits disclosed in the prospectus; no group’s allocation may be reduced by more than 20 per cent, and the domestic retail and institutional minimums may not be reduced (Art. 18(5)).

Within each group, every investor must be treated equally and fairly, and demands must be assessed in the same way whichever intermediary collected them (Art. 19(1)). Different principles may be set in the prospectus for distribution within the qualified or institutional groups (Art. 19(2)). Where demand exceeds supply in fixed-price or price-range bookbuilding, the shares are distributed by dividing the amount among applicants in successive rounds, or proportionally if the prospectus provides for it (Art. 20). In bid-price bookbuilding, the price is the one at which the largest cumulative quantity can be sold, and shares go to bids at or above that price, starting from the highest (Art. 21). Where an investor makes more than one demand, only the highest is counted in an equal distribution (Art. 22(1)).

The issuer or offering shareholder and the intermediary, or the consortium leader and co-leaders, are liable according to their fault for losses caused by a distribution that does not comply with the Communiqué and the prospectus. The consortium leader is responsible for keeping proper distribution records and consolidating them (Art. 19(4)).

Records and disclosure of results

The list of all investors who wished to buy and the sales results must be kept, in print and electronically, for five years from the end of the sale, by the issuer or offering shareholder and by the intermediary or consortium leader. A separate table must be kept showing the buyers related to the issuer by capital or management and the amounts they bought. SPK or the exchange may ask for copies (Communiqué II-5.2 Art. 24(1)). In an initial offering of shares, these documents, other than the full list of applicants, must be sent to SPK without a request (Art. 24(2)).

Within two business days after the distribution list becomes final, the intermediary must publicly disclose the final size of the offering, the amounts, ratios and numbers of investors by group, the results of any additional sale and reallocation, and the persons and institutions that bought more than five per cent of the nominal value offered (Art. 24(4)). During the offering, no statement may be made about the amount of demand; after the offering, the leader may disclose demand at or above the offer price, without being misleading and without selecting only some groups, and is liable for the accuracy of that statement (Art. 28(4)).

For an investor looking back at an offering, the published results and the five per cent buyers are public; the related-buyers table and the full demand list are held by the issuer, the intermediary and SPK. How such documents can be obtained in Turkish proceedings is discussed in the guide to obtaining and preserving evidence.

Additional sales and price stabilisation

Where firm demand exceeds the shares offered, and the prospectus provides for it, additional shares may be sold, up to 20 per cent of the nominal value offered before the additional sale; they may be sold by the shareholders or by an intermediary borrowing them from the shareholders (Share Communiqué VII-128.1 Art. 24(1), (2) and (4)). Whether the right was used, and with what result, is disclosed on KAP by the intermediary (Art. 24(5)).

After trading starts, the intermediary handling the sale, or the leader or co-leader, may buy shares to stabilise the price, if the prospectus contains the necessary disclosures (Art. 11(1)). The main rules are:

1. 1. Disclosure in advance. The prospectus must state that stabilisation aims to support the price, that there is no guarantee it will take place, that it may stop early, which intermediary will carry it out and for how long (Art. 11(4)).
2. 2. Thirty days at most. Stabilisation may last at most thirty days from the start of trading (Art. 11(6)).
3. 3. Only below the offer price. No buy order may be placed above the offer price; purchases may be made when the exchange price falls below it (Art. 11(7)).
4. 4. Funding limits. If funded from the company’s offering proceeds, the fund may not exceed 20 per cent of gross proceeds and the shares bought may not exceed 20 per cent of the nominal value offered; proceeds from shareholders’ sales are used first where shareholders also sell (Art. 11(2) and (5)).
5. 5. No sales below the offer price. During the stabilisation period, shares bought for stabilisation may not be sold below the offer price, and when selling them the intermediary must take the utmost care not to affect the normal functioning of the market (Art. 11(10)).
6. 6. Disclosure and records. On the business day after stabilisation ends, the intermediary discloses the prescribed information on KAP (Art. 11(9)); all records are kept by the intermediary and open to inspection by the company or the offering shareholders for five years (Art. 11(11)).
7. 7. Responsibility. The intermediary is responsible for carrying out stabilisation in accordance with the Communiqué (Art. 11(12)).

Stabilisation carried out in accordance with SPK’s rules solely to support the market price for a predetermined period is not market manipulation or insider dealing (Capital Markets Law Art. 108(1)(c)), and for the same reason not a market-disrupting act (Communiqué VI-104.1 Art. 8). Buying outside these rules, above the offer price or beyond the thirty days, does not have this protection. The boundary is discussed in the guides to market manipulation and market-disrupting acts.

The intermediary’s position

Public offerings are in principle carried out through an authorised intermediary or a consortium of such intermediaries (Communiqué II-5.2 Art. 28(1)). The issuer or offering shareholder and the intermediary sign an underwriting agreement that states the chosen method of intermediation (Share Communiqué VII-128.1 Art. 30(1)). Intermediaries must sell in accordance with the sale conditions in the prospectus and the legislation (II-5.2 Art. 28(3)). Where there is a consortium, at least one member is leader, the duties of co-leaders are set out in the agreement, and the leader is liable according to its fault for losses caused by the consortium not being run in accordance with the agreement (Art. 28(2)). An intermediary may not give a firm underwriting commitment for an offering of shares held in its own portfolio or of its own shares by its shareholders; if it intermediates the offering of its own shares, another intermediary must prepare the price determination report (VII-128.1 Art. 30(4)).

Communiqué II-5.1 places a broader duty on the issuer, any offering shareholder and the authorised intermediaries: they are responsible for taking the measures needed to ensure that no transaction is carried out that would prevent investors from making informed decisions about the value of the instrument being issued and that no artificial market is created (II-5.1 Art. 26(2)). Persons who may obtain inside information during the issue process must keep it confidential until it is disclosed in the prospectus or issue document (Art. 26(3)).

Listing on Borsa Istanbul

An application for the first listing of shares must cover all of the company’s capital, and the company must, among other things, have existed for at least two calendar years, meet the conditions of one of the markets, have a financial position sound enough for its activities, have no restrictions on the shares preventing the exercise of shareholder rights, have had no interruption of activities for more than three months or liquidation, concordat or similar process in the last year, and have no significant legal disputes affecting production and activities, as documented by a legal opinion from an independent lawyer (Listing Directive Art. 8(1)).

Shares bought in the offering by investors acquiring 10 per cent or more of the post-offering capital, and shares bought by board members, the general manager and senior managers, are not counted in the free float or its market value for these conditions (Directive Art. 8(1)(b), note 1). Even if all conditions are met, the exchange board requires that board members, the general manager and controlling shareholders have not been convicted of specified offences, including capital markets offences, fraud, forgery and abuse of trust, documented by an independent lawyer’s report (Art. 7(5)). The exchange may refuse an application, or list the shares on a different market, if matters are found that would prevent the exchange from operating in a reliable, transparent, efficient, stable, fair and competitive manner (Art. 7(4)).

The Directive has its own liability rule: the issuer, the offering shareholders, the intermediary, consortium leaders and co-leaders, any guarantor, the auditor, valuation and rating firms and the authors of the legal opinion are responsible, according to their fault and the circumstances, for errors or omissions in the information and documents submitted to the exchange, and must inform the exchange in writing immediately of significant changes before trading starts (Art. 6(4)). Where Watchlist Market and delisting rules later apply to a share, they are explained in the guide to trading halts, the Watchlist Market and delisting.

Duties after the offering

The offering does not end the issuer’s and intermediary’s offering-related duties. The intermediary publishes evaluation reports during the first year (Share Communiqué VII-128.1 Art. 29(4)); the company publishes, for two years, reports on whether the assumptions behind the offer price were realised (Art. 29(5)); and the company reports on whether the proceeds of a capital increase were used as stated, within ten business days after the first two sets of financial statements that include the results of the increase, with a further special situation disclosure if the funds are fully used later (Art. 33). These duties sit alongside the continuous disclosure regime explained in the guide to continuous disclosure.

Large holders who later sell are subject to the share sale information form regime for sales exceeding 10 per cent of capital in twelve months by holders of more than 20 per cent or of board nomination privileges (VII-128.1 Art. 27). The Listing Directive requires founders, board members and senior managers of special purpose acquisition companies to undertake not to sell their pre-offering shares until the merger and for twelve months after it (Directive Art. 11(1)(ç)); for an ordinary offering, any lock-up undertakings should be looked for in that offering’s prospectus.

Liability for offering documents

The issuer is liable for losses caused by false, misleading or incomplete information in the prospectus. Where the loss cannot be recovered from the issuer, or it is clear that it cannot be, the offering shareholders, the lead intermediary, any guarantor and the issuer’s board members are liable, according to their fault and the circumstances, to the extent the loss can be attributed to them (Capital Markets Law Art. 10(1); Communiqué II-5.1 Art. 25(1)). Audit, rating and valuation firms and others who prepare reports included in the prospectus are liable for false, misleading or incomplete information in their reports (Law Art. 10(2) and Art. 63).

Article 32 covers public disclosure documents more broadly, including the prospectus. The persons liable under Article 10, and those who signed the disclosure document or on whose behalf it was signed, are jointly and severally liable for losses caused by false, misleading or incomplete information (Art. 32(1)); report preparers are also liable (Art. 32(2)). A person is not liable if it proves that it did not know that the information was false, misleading or incomplete and that this lack of knowledge was not due to intent or gross negligence (Art. 32(3)). Causation is presumed where securities bought in the initial offering or on the exchange during the prospectus’s validity are sold on the exchange immediately after the true information emerges and the investor suffers a loss (Art. 32(4)). The claim is rejected in specified cases, for example where the purchase was not based on the document or the investor knew the information was false (Art. 32(5)). It is time-barred six months after the loss occurs (Art. 32(6)).

The relationship between Articles 10 and 32, the six-month period and the presumption of causation are analysed in detail in the guide to prospectus and disclosure liability. Quantification is covered in the guide to calculating damages.

Criminal and administrative consequences

Offering capital market instruments to the public without fulfilling the obligation to publish an approved prospectus, or selling them without an approved issue document, is a crime punishable by two to five years’ imprisonment and a judicial fine (Capital Markets Law Art. 109(1)). Trading around an offering to create a false or misleading impression, or spreading false information about the issuer to affect its price, falls under the manipulation offences in Article 107. Breaches of SPK’s offering and sales rules can attract administrative fines under Article 103(1), stated in the statutory text as TL 20,000 to TL 250,000 and revalued annually, with a floor of twice any benefit obtained. Where there is reasonable suspicion of manipulation, insider dealing or market-disrupting acts, SPK may impose trading bans and other measures under Article 101.

Points for foreign institutional investors

1. 1. Archive the offering record. For each Turkish share bought in or soon after an offering, keep the approved prospectus and amendments, the price determination report, any analyst report, the allocation results and the five per cent buyers disclosure (Communiqué II-5.2 Art. 24(4)).
2. 2. Follow the post-offering reports. The evaluation reports, the assumptions reports and the use-of-proceeds reports (Share Communiqué VII-128.1 Arts. 29(4)–(5) and 33) are where divergence between promise and outcome is first explained.
3. 3. Check stabilisation. Compare trading in the first thirty days with the stabilisation disclosure published on KAP (Art. 11(9)); purchases above the offer price or after the period are outside the safe harbour.
4. 4. Roadshow information. Information given to institutional investors, including abroad, must also appear in the prospectus (Communiqué II-5.1 Art. 27(5)); keep roadshow materials and compare them.
5. 5. Watch the six-month period. Claims based on the prospectus and other public disclosure documents expire six months after the loss (Capital Markets Law Art. 32(6)). The date on which the true information emerged should be fixed early.
6. 6. Ask SPK. Where allocation, demand disclosures or stabilisation appear irregular, a request to SPK can ask it to obtain the distribution records and the related-buyers table it is entitled to receive (II-5.2 Art. 24(1)–(2)).

Time limits

All other investor deadlines are collected in the guide to limitation periods for investor claims.

Frequently asked questions

Does SPK approval of a prospectus mean the information is correct?

No. Approval means SPK found the information consistent, comprehensible and complete under its standards; it is not a guarantee of accuracy or a recommendation (Capital Markets Law Art. 6(1)).

Who prepares the price determination report in a Turkish IPO?

The intermediary handling the sale, or the consortium leader or co-leader; another intermediary must prepare it if the intermediary is a related party of the issuer (Share Communiqué VII-128.1 Art. 29(1)).

When must the price determination report be published?

On KAP at least three days before the offering starts; the offering may start at the earliest on the third day after both the prospectus and the report are published (VII-128.1 Art. 29(1); Communiqué II-5.2 Art. 10(1)).

What happens if the share price falls below the IPO price?

Within thirty days of listing, the intermediary may buy to stabilise the price if the prospectus provides for it, but never above the offer price (VII-128.1 Art. 11); in the first year it must publish evaluation reports explaining differences between the offer price and the market price (Art. 29(4)).

How much of an IPO must go to retail investors?

At least 10 per cent of the nominal value offered to domestic retail and 10 per cent to domestic institutional investors, subject to exceptions and SPK adjustment (Communiqué II-5.2 Art. 18(4)).

Are IPO buyers of more than five per cent disclosed?

Yes. The intermediary must disclose persons and institutions that bought more than five per cent of the nominal value offered within two business days after the distribution list becomes final (II-5.2 Art. 24(4)).

Can an intermediary announce strong demand during an IPO?

No. No statement on demand may be made during the offering; afterwards the leader may disclose demand at or above the offer price without being misleading, and is liable for its accuracy (II-5.2 Art. 28(4)).

Who is liable for a misleading IPO prospectus?

The issuer; where the loss cannot be recovered from it, the offering shareholders, the lead intermediary, any guarantor and board members according to fault; signatories are jointly liable under Article 32 (Capital Markets Law Arts. 10 and 32).

How long do investors have to sue over a misleading prospectus?

Six months from the date the loss occurred (Capital Markets Law Art. 32(6)).

Is offering shares without an approved prospectus a crime?

Yes, punishable by two to five years’ imprisonment and a judicial fine (Capital Markets Law Art. 109(1)).

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series
• Turkish Currency Law and Repatriation of Investment Proceeds
• Turkish Book-Entry Securities and the Central Registry (MKK)
• Borsa Istanbul Trading Rules: The Equity Market Directive
• Criminal Code Offences in Turkish Capital Markets Cases
• Investment Services Rules in Turkey: Communiqués III-37.1 and III-39.1
• Prospectus and Disclosure Liability in Turkey
• Capital Increases and Dilution in Turkish Listed Companies
• Market Manipulation under Turkish Law: Article 107
• Market-Disrupting Acts in Turkey: Article 104 and Communiqué VI-104.1
• Continuous Disclosure in Turkey: Communiqué II-15.1
• Financial Reporting Fraud and Audit Failures in Turkish Listed Companies
• Trading Halts, Watchlist Market and Delisting on Borsa Istanbul
• Obtaining and Preserving Evidence in Turkey for Securities Claims
• Limitation Periods for Investor Claims in Turkey