Client Alert – CMB Fast-Track IPO Review – August 2026
TERCAN LEGAL
Client Alert · Capital Markets
Türkiye Opens a Fast Lane for Large, Foreign-Oriented IPOs
28 August 2026
In brief
The Capital Markets Board of Türkiye (CMB / SPK) has introduced a priority-review mechanism for initial public offerings. Companies meeting one of three criteria may now ask the CMB to take their IPO application out of the published queue and decide it ahead of earlier filers. For international issuers and foreign investors, the relevant criterion is the third one: an offering above TRY 15 billion, with at least half of the shares earmarked for foreign investors and an international-standard documentation set filed alongside the Turkish prospectus.
The measure
- Instrument. CMB Principle Decision (İlke Kararı) No. i-SPK 128.30, adopted by the Board on 27 August 2026 under decision no. 51/1568 and published in CMB Weekly Bulletin No. 2026/53 of the same date.
- Legal nature. A Board principle decision, not a regulation or communiqué. It governs how the CMB sequences its own workload; it does not amend the Capital Markets Law No. 6362, the Prospectus Communiqué (II-5.1) or the Sale Communiqué (II-5.2). Every substantive IPO requirement remains in place.
- Scope. Applications by non-public companies for the first public offering of their shares.
- Effect. Where a criterion is met and the company requests it, the CMB may finalise the application without regard to the order of the application list published on its website. The language is permissive: priority is available, not automatic, and the Board retains discretion.
The three criteria (any one suffices)
1. First listing from a city. The company would be the first to go public and trade on the exchange from the city where both its registered office and the facilities generating more than 50% of its revenue (factory, production site or service offices) are located – with no change to that location in the last five years.
2. Public control. Management control of the company is held, directly or indirectly, by the Ministry of Treasury and Finance, Türkiye Wealth Fund Management Inc. (Türkiye Varlık Fonu Yönetimi A.Ş.) or other public institutions.
3. Large international offering. The company submits to the CMB a draft documentation set prepared in a foreign language for an offering conducted in accordance with generally accepted international practice in addition to Turkish capital markets law, provided that:
- the market value of the shares to be offered exceeds TRY 15,000,000,000, and
- the allocation plan reserves at least 50% of the offering for the foreign investor tranche.
What this means in practice
Who benefits. Criterion 1 rewards regional champions in provinces not yet represented on Borsa İstanbul; it is of no use to Istanbul-, Ankara- or İzmir-based companies. Criterion 2 is for state-linked issuers. Criterion 3 is the one that matters to foreign sponsors, private-equity sellers and Turkish groups planning a Reg S / 144A-style international book: it effectively creates a separate lane for large offerings that bring in foreign capital.
Why it matters now. The CMB’s public IPO application list is long; it still carries filings from 2023. Waiting time in the queue, rather than the review itself, has become a material timing risk in Turkish IPO planning. For a qualifying issuer, the decision converts an open-ended wait into a review that can begin immediately.
Conditions to watch under criterion 3.
- Size test. The TRY 15 billion threshold is measured on the market value of the shares actually being offered, not the company’s total capitalisation. At current exchange rates this is roughly a USD 300–350 million deal, which places the fast lane firmly in the large-cap segment.
- Allocation test. The 50% figure refers to the allocation planned in the offering structure for the foreign investor group under the Sale Communiqué. How the CMB will treat later reallocation between tranches after book-building is not addressed in the decision.
- Documentation test. An international offering circular in English (or another foreign language) must be filed as a draft together with the Turkish prospectus. In practice this means running the Turkish and international workstreams in parallel from the outset, with international counsel, auditors’ comfort letters and disclosure aligned across both documents.
- Request. Priority is granted on the company’s application. Issuers should state the request expressly in the filing and document how each element of the criterion is met.
What has not changed. Listing requirements of Borsa İstanbul, prospectus content, independent audit, valuation and underwriting rules, free-float requirements and post-IPO obligations all continue to apply in full. The fast lane changes when the CMB looks at the file, not what it looks for.
How we can assist
Tercan Legal advises foreign investors, sponsors and Turkish companies with international shareholders on Turkish regulatory and transactional matters. On IPO-related work we act together with capital-markets specialists and licensed intermediaries, coordinating the Turkish-law side of the transaction with the issuer’s international counsel. For an assessment of whether a planned offering could qualify for priority review, please contact us.
Reference
Capital Markets Board of Türkiye, Board Principle Decision No. i-SPK 128.30 (Board decision dated 27.08.2026, No. 51/1568), “Kurul İlke Kararı on the Criteria for Priority in Finalising Applications for the Initial Public Offering of Shares”, CMB Weekly Bulletin No. 2026/53 of 27 August 2026, Section F.1:
https://spk.gov.tr/data/6a909a488f95db1e08f53532/2026-53.pdf
This alert is provided for general information only and does not constitute legal advice.
Contact Tercan Legal
Office
Hikaye Sokak No: 7, Floor: 2, Esentepe, Istanbul
Legal Disclaimer: This guide is provided for general information purposes only and does not constitute legal advice. Turkish legislation, thresholds and official fees change frequently; figures cited reflect the position at the date of publication and should be verified for your specific transaction. No attorney–client relationship is created by reading this material. For advice on your particular situation, please contact Tercan Legal directly. © 2026 Tercan Legal. All rights reserved.
