By the "Regulation Amending the Electricity Market Licence Regulation" ("Amending Regulation"), published in Official Gazette no. 32635 on 17 August 2024 and entering into force immediately, certain amendments were made to Article 57 of the Electricity Market Licence Regulation (the "Regulation").
Who Does This Regulation Affect and What Changes Does It Introduce?
The Amending Regulation covers companies operating in the fields of electricity generation, OIZ generation, transmission, market operation, distribution, OIZ distribution and supply which are required under the legislation to obtain a permit, an approval or a licence from the Authority. This provision introduces certain restrictions on the share transfer transactions of those companies.
In Which Cases Is EPDK Approval Required?
- Changes in the Structure of Shareholders Established Abroad: Changes in indirect shareholding arising from changes occurring in the structure of shareholders established abroad.
- Changes in Shareholding: Cases in which, without any change in the shareholding ratios of the pre-licence holder company, indirect shareholders become direct shareholders or direct shareholders become indirect shareholders.
- Changes of Control: Direct or indirect changes in shares in the shareholding structure of the pre-licence holder company which do not give rise to a change of control.
- Capital Increases in Companies Belonging to Public Institutions: Capital increases or changes of shareholder carried out, in companies the majority of whose capital belongs to public institutions, without the admission of a new shareholder other than public institutions.
- Share Acquisitions under the Turkish Commercial Code: Changes arising, within the framework of the Turkish Commercial Code No. 6102, from the acquisition by the shareholders of the pre-licence holder company of their own shares.
- Share Acquisitions from Abroad: Shares originating from abroad by legal persons established abroad or by the legal persons they control
- Share Transfers Between Relatives: Shares made between natural persons holding a direct or indirect share in the shareholding structure of the pre-licence holder company
In any of these cases, changes to the shareholding structure made without the approval of the Energy Markets Regulatory Board ("EPDK") may lead to the annulment of the legal person’s Operating Pre-Licence.
In this connection, the Amending Regulation may be accessed here, and the Regulation itself here .