CHAPTER TWO General Principles

Transcription

1 :: Regarding Board Recognition and Trading of Financial Intermediary Warrants... Page 1/ COMMUNIQUÉ ON THE PRINCIPLES REGARDING THE BOARD REGISTRATION AND TRADING OF COVERED WARRANTS (Series: III, No.: 37) (Published in the Official Gazette dated 21/7/2009 and No ) List regarding the amendments to the communiqué: 1- "Communiqué Regarding the Amendment of the Communiqué on the Principles Regarding Board Registration and Trading of Covered Warrants" was published in the Official Gazette dated 23/3/2010 and No ) 2- "Communiqué Regarding the Amendment of the Communiqué on the Principles Regarding Board Registration and Trading of Covered Warrants" was published in the Official Gazette dated 21/7/2011 and No ) SECTION ONE Purpose, Scope, Legal Basis and Definitions Purpose and Scope ARTICLE 1- (1) The purpose of this Communiqué is to regulate the principles regarding the Board registration and issuance of covered warrants to be traded on the stock exchange, and the principles regarding the features of covered warrants and trading thereof, without prejudice to the regulations of the stock exchange. Legal Basis ARTICLE 2- (1) This Communiqué has been prepared based on article 3 and sub-paragraphs (a) and (b) of article 22 of the Capital Markets Law dated 28/7/1981 and No Definitions and abbreviations ARTICLE 3 (1) Within the framework of the present Communiqué; a) Intermediary Institution: Refers to Brokerage Houses and Banks, b) Covered Warrant (Warrant): Refers to capital market instruments regarded as securities which grants its holder the right to purchase or sell the underlying asset or indicator, at a pre-determined price and at or before a specific date, and wherein the said right is exercised through delivery on paper or cash settlement, c) Stock Exchange/ISE: Refers to Istanbul Stock Exchange, ç) Underlying Indicator: Refers to stock price indices formulated by the Stock Exchange, d) Underlying Asset: Refers to the stock included in ISE 30 index, and/or a basket comprising more than one stock included in ISE 30 index, e) Issuer: Refers to intermediary institutions which are located within or outside Turkey, and which have been granted one of the top-three ratings in the investable status as long term discretionary rating, from Board authorized rating agencies and international rating agencies recognized by the Board for engaging in rating activities in Turkey, f) Related Party: Refers to the related party as defined in Board regulations regarding accounting standards, g) Law: Refers to Capital Markets Law No. 2499, ğ) Board: Refers to the Capital Markets Board of Turkey, h) CRA: Refers to the Central Registry Agency, ı) Equity capital: Refers to the equity capital calculated as per Board regulations regarding brokerage house capitals and capital adequacy, i) TTRG: Refers to Turkish Trade Registry Gazette. (2) In case the Board accepts so, assets and indicators such as convertible foreign currencies, precious metals, commodities, internationally recognized indices might be used as the underlying of warrants. (*) Series: III, No: 42; Board registration applications for debt instruments submitted to the consideration of the Board as of the date on which the present Communiqué has entered into effect, shall be concluded as per the provisions of the present Communiqué.

2 CHAPTER TWO General Principles Principles regarding issuers ARTICLE 4- (1) Warrants may be issued by intermediary institutions which are located within or outside Turkey, and which have been granted one of the top-three ratings in the investable status as long term discretionary rating, from Board authorized rating agencies and international rating agencies recognized by the Board for engaging in rating activities in Turkey. (2) The intermediary institutions located in Turkey, which are not rated with the top-three ratings, may issue provided that intermediary institutions to meet the said requirement guarantees the settlement obligations to arise from the issue. The issuer and guarantor shall be jointly responsible with fulfilling the settlement obligations to arise from the issue. (3) The minimum required elements of the guarantee contract shall be determined by the Board. (4) Issuance applications of institutions located outside Turkey shall be reviewed by taking into consideration the presence of adequate information flow between the authority of the relevant country and the Board. (5) The documents to certify that the rating is current is required to be submitted to the Board during issuance application; the rating agency is required to periodically review the rating of the issuer throughout the term of the warrant, and update the rating by a timely re-assessment of the rating activity in connection with the results of the review. (6) In case the rating of the issuer or the guarantor falls below the rating specified in the first paragraph during the sale of warrants, the warrant issue shall be halted by the Board, and the Board shall not permit issue of new warrants, while already issued warrants in circulation shall remain in circulation. Principles regarding warrants ARTICLE 5- (1) Warrants should be sold through intermediary institutions, trade on the Stock Exchange and meet the rules regarding their acceptance to the Stock Exchange. The term of the warrants to be issued shall not be less than two months and more than five years. (2) Sale period of warrants shall be determined freely by the issuer, if the specified term is not exceeded. (3) In determining the start of the term of warrants, the first day on which they were offered for sale shall be assumed as the start of the term. Nominal value of warrants shall not be lower than 1 Kurus. (4) In warrant issues where the underlying asset is a stock included in ISE 30 index, or a basket of more than one stock included in ISE 30 index, and where the settlement type is established as delivery on paper, the stocks to be the subject of the transaction in exchange of warrants shall not be more than 20% of the free float rate of the relevant joint stock corporation. In case of cash settlements, the said limit shall not apply to warrant issues. (5) In warrants where the underlying asset or indicator is not a stock included in ISE 30 index, or a basket of more than one stock included in ISE 30 index, the application of cash settlement principles are mandatory. (6) Issuers shall not use the stocks representing their own capital as the underlying asset in warrant issues. (7) The risk management policy regarding the risks incurred by the issuer arising from the warrant issue should be included in the prospectus. (8) The Board may determine a general issue limit regarding the warrants. (9) Warrant issues shall be made in dematerialized form. The issuers are required to be members of CRA. Board registration ARTICLE 6 (1) Issuers shall have the warrants they will issue, registered with the Board as per the provisions of the present Communiqué. (2) The registration application should be made within 3 months following the decision of the issuer s authorized body. (3) The Board shall review the warrant issue applications, prospectus, and circular within the framework of public disclosure, taking into consideration whether such cover information on matters specified in regulations and required by the Board, and shall register the warrants. (4) In case the review concludes that the details provided are not adequate, and can lead to public abuse through dishonest reflection of facts, the Board may refrain from registering the warrants specified in the application, providing justification. (5) Board registration shall not be construed as public or Board guarantee for the warrants to be issued, or the issuers in question, and shall not be used for advertisement purposes. (6) Explicit or implicit expressions to cause interpretation of Board registration as government or Board guarantee shall not be used in the prospectus, circular, and all other announcements and disclosures. (7) The Board may suspend the sale of the warrants temporarily through an intervention in accordance with article 22/b of the Law. Application for the Board registration, and the required documents ARTICLE 7 (1) After the resolution of the issuer s authorized body for warrant issues as per the articles of incorporation or the issuer and by private laws if any, issuers shall apply to the Board in writing, with the documents and information stated in Annex/1 for the registration of warrants.

3 (2) Issuers are required to include in the warrant issue application, the decision or approval of another private law authority or entity, if any. (3) (Amended: through Communiqué Series:III, No.:45) The warrant issue application may be carried out separately for each issue, as well as to cover all warrant issues to be made within a period of one year. In case the warrant issue application is made to cover all warrant issues to be carried out within a period of one year, the circulars regarding the sales should be approved by the Board within the year following the Board registration.. (4) In case the warrant is sold in batches, a separate circular shall be drawn up for each batch in accordance with the principles stated in the prospectus which is approved by the Board within the framework of the provisions of this Communiqué, so as to cover the issue amount, the features of the warrant to be issued, and issue terms regarding each issue, on the basis of the principles specified by the Board. (5) During the sale of warrants to be performed within a one-year term, the issuers shall provide the Board with the documents and information specified in Annex/2, including the circular regarding the sale, at latest 5 work days prior to the sale of each batch. The Board shall approve the circular after necessary review. Sale cannot commence before the approval is granted for the circular. (6) The Board shall be notified in case the sale of registered warrants is waived. Principles governing the preparation of prospectus and circular ARTICLE 8- (1) The prospectus should be; a) Drawn up so as to clearly present the financial status of the issuer and the guarantor if any, the results and scope of their activities, principles governing guarantee if any, risks and attributes of issued warrants and the principles of sale, procedures to be applied in case of changes regarding the underlying asset and/or indicator, principles regarding public disclosure of the market price of the underlying asset and/or indicator throughout the term of the warrant, information required by the Board or stipulated in the regulations regarding market making, settlement type, and issue, and all other important information which may affect the decisions of investors in detail and based on documents, b) Compliant with the minimum standards set by the Board, c) Include the additional information to be required by the Board during the application, ç) (Amended: through Communiqué Series: III, No.: 42.) Signed by the issuer, intermediary institution or leader(s) of the consortium if one is set up, and the guarantor if any, d) Have financial statements subject to independent audits signed by the independent audit firms. (2) (Amended: through Communiqué Series: III, No.: 42.) The circular shall be drawn up in accordance with the standards to be determined by the Board, so as to cover the issue amount, the featuresof the warrant to be issued and the issue terms for each issue, as per the principles specified in the Board approved prospectus, and shall be signed by the issuer, intermediary institution or just the leader(s) of the consortium if one is set up, and the guarantor if any. (3) The issuers shall be held liable for adequacy and honest representation of facts in the information provided in the prospectus and the circular. However, the intermediary institutions which have not exercised due diligence shall also be liable for the part of the losses which cannot be recompensed by the issuers. Registration and announcement of the prospectus ARTICLE 9- (1) After the Board registration of warrants, the Board approved prospectus shall be registered in the Trade Registry where the corporation is registered, and announced in the TTRG, within 15 days following the date of the registration certificate. In case the issuer resides outside the country, the prospectus shall be registered in the Trade Registry where the brokerage house serving as market maker for the registered warrant is registered, and announced in the TTRG. (2) Board approved prospectus shall also be announced on the web site of the issuer and market maker, and shall be sent to the Stock Exchange for announcement. (3) TTRG in which the prospectus was published shall be sent to the Board within 6 work days following announcement. Announcement of the circular for investors ARTICLE 10- (1) Board approved circular for investors should be published on the web site of the issuer and the market maker at latest 1 day prior to the commencement of the sale. Board approved circular shall be sent to the Stock Exchange for announcement. (2) The warrants shall be offered for sale based on the principles specified in the prospectus and circular, following the announcement of the Board approved circular. Announcements and advertisements ARTICLE 11- (1) Texts of announcements and advertisements to be made with regard to the public offering of warrants shall be submitted to the Board at least 2 work days prior to the date of publication. No information to contradict those specified in the prospectus and circular can be published in such announcements, advertisements and all notifications. Board may require amendments in texts, where it deems necessary. Texts shall not be published without the amendments required by the Board. (2) The said texts shall specify the places where the prospectus regarding the public offering can be obtained, and the web sites on which the circular is announced. (3) Texts of advertisements and announcements to be made to introduce the instruments and issuers on warrant

4 issue, and to promote sales, as well as all announcements should be realistic and clear, and should not include misleading information. (4) Prior to the publication of the circular, it is possible to have only announcements and advertisements concerning the field of activity of the issuer, the industry it is active in, its position within the industry, and its products, with the proviso that Board approval is obtained; while the media announcements made shall be limited to such topics. (5) A copy of the printed publications, which contain the advertisements and announcements, should be sent to the Board within 6 work days following the publication. (6) In places where the prospectus and circular is made available for investors, the matters disclosed to the public within the framework of article 13 of this Communiqué should also be provided. Pre-sale changes regarding the matters disclosed in the prospectus ARTICLE 12- (1) Any change and new matters which arise with respect to the warrants to be issued or the issuer prior to the sale, and which may cause harm on the investors unless notified, should be submitted by the issuer to the Board in writing within a maximum of 1 work day following the date on which such came to be known. (2) In case the issuer resides outside the country, the said notification by the issuer shall be made to the market maker brokerage house, using the quickest means of communication. The market maker brokerage house is required to report the matter in writing to the Board, within a maximum of 1 work day following the notification by the issuer. (3) Once the necessary notification to the Board is made, the changes included in the prospectus and approved by the Board shall be registered in the Trade Registry and announced in TTRG. Public disclosure ARTICLE 13 - (1) Changes to occur within the term of the warrant, on matters announced in the prospectus and circular, which may have an impact on investment decisions of investors if left unannounced are required to be disclosed to the public within the framework of Board regulations regarding public disclosure of material events. (2) Moreover, any changes to affect the price, liquidity, and rights of warrant holders, with issuer-related reasons, should be disclosed to the public by the issuer, in accordance with Board regulations regarding public disclosure of material events. (3) In case of any change in the rights represented by the warrant, due to changes to occur with respect to the underlying asset and/or indicator because of capital contribution, dividend payment and such, the matters regarding the change should be disclosed to the public in accordance with Board regulations regarding public disclosure of material events. (4) (Amended: through Communiqué Series: III, No.: 45.) The issuers shall be held liable for the performance of public disclosure obligations in accordance with Board regulations under the present article. However, in case the issuer resides outside the country, the material events to arise within the framework specified above shall be disclosed to the public within the framework of Board regulations regarding public disclosure of material events, via the market maker. The material event announcements shall be published on the web site of the issuer and market maker within 2 work days. Transactions made by the issuer and affiliated parties ARTICLE 14- (1) Buying and selling orders regarding the warrant issued shall be sent to the Stock Exchange through the market maker, by the issuer or affiliated agency/agencies, and other buying and selling transactions carried out by the market maker, in addition to the transactions mentioned above shall be disclosed to the public within the framework of Board regulations regarding public disclosure of material events. Financial statements and reports ARTICLE 15- (1) The issuers are required, throughout the term of warrants, to have; their annual financial statements subjected to independent auditing within the framework of regulations regarding International Accounting/Financial Reporting Standards; their 6-months interim financial statements examined, and submit, without independent audits, their first and third quarter financial statements to the Board and the Stock Exchange within the period of submittal of relevant financial statements applicable for publicly held corporations of which shares are traded in the Stock Exchange. (2) Issuers are also required to publish on their web site their annual activity reports and financial statements that are subjected to independent audit, easily accessible to the financial statement users, following the public disclosure of such reports and statements in the Stock Exchange. Such information is required to be maintained on the said web site as available to the public throughout the term of the warrant. (3) In case the issuer resides outside the country, the notification and announcement obligations within the framework of this article shall be carried out via the market maker. Principles regarding buying and selling ARTICLE 16- (1) The buying and selling of warrants shall be carried out on the basis of market making in the related market considered by the Stock Exchange within the framework of the trading principles to be determined within the Stock Exchange regulations, upon the approval of the Board. (2) Application to the Stock Exchange for the listing of warrants to be issued shall be made simultaneously with the Board application. (3) Principles regarding the delisting of warrants traded in the Stock Exchange shall be determined by the Stock

5 Exchange. (4) Intermediation for the buying and selling of warrants shall be provided by brokerage houses possessing trading intermediation licenses. Prior to executing any transaction or entering into any transaction regarding warrants, the brokerage houses are required to use the "risk notification form for warrants" which explains the working principles of warrants, the rights and obligations they introduce, and the risks of such transactions, and of which contents are determined by the Association of Capital Market Intermediary Institutions of Turkey, and to provide their customers with this form. Market Making ARTICLE 17- (1) During the application for Board registration of warrants, a brokerage house shall be appointed by the issuer to act as the market maker, and shall be notified to the Board. (2) Market maker brokerage houses; a) Should possess derivatives trading intermediation license, b) Should have equity capital of more than TRY 15 million, c) Should have suitable spaces, technical hardware, document and record keeping systems for work and transactions regarding market dealing activities, and should have the internal control system and an adequate number of directors and expert staff as well as other personnel allocated for the work, ç) Should have submitted to the Board the special independent audit report regarding the operation and compliance with procedures of the internal control systems, to be drawn up annually within the framework of Board regulations regarding independent audit standards, d) Should employ one full-time executive possessing the "Derivatives License" and "Advanced License for Capital Market Activities", which provide coordination with the Board and Stock Exchange in performing the obligations regarding market making. (2) Brokerage houses, which meet the requirements specified in this paragraph, may also serve as market maker regarding the warrants they issue. (3) The issuer and the market maker shall execute a contract to delineate the scope and terms of the market making activity. Within the framework of market making activity, the market maker brokerage house, in order to provide liquidity in the market, is under obligation to offer buying-selling quotations at all times within the framework of relevant market regulations. The obligation to offer buying-selling quotations shall cease in case of force majeure or under extraordinary circumstances specified in the stock exchange regulations. The market maker shall inform the Stock Exchange about the matter immediately. (4) The principles regarding market making shall be determined by the Stock Exchange, upon approval by the Board. (5) In case of temporary or permanent suspension of the activities of market maker, or determination by the Board that the market maker has lost the qualifications required for a market maker, or change of the market maker with justification approved by the Board, the issuer shall, within 3 work days, appoint a brokerage house meeting the requirements above, as the market maker, and shall notify the Board. Unless the Board responds otherwise within a period of 5 work days, the said brokerage house shall be appointed as the market maker. Responsibility of issuers and market makers ARTICLE 18- (1) The issuer shall exercise utmost diligence and care when appointing the market maker brokerage house. Market maker brokerage house shall be responsible for the transactions within the framework of trading of warrants, and the relations established with the customer in relation to those transactions. The issuer shall exercise necessary monitoring and control activities in order to ensure that the market maker brokerage house acts in prudence with respect to its activities regarding market making. (2) Issuers shall be responsible for the material event disclosures as per this Communiqué, independent audits and announcements of financial statements and reports, and submittal to the Board or the Stock Exchange of documents and information required by the Board. In case the issuer resides outside the country, this responsibility shall be held jointly by the issuer and the market maker. (3) In case the issuer resides outside the country, the notifications to be made by the Board to the issuer may also be made through the market maker. (4) The issuer and the brokerage house appointed as the market maker shall be entitled to recourse as per the regulations and the contract. (5) Issuer and the market maker brokerage house shall not include, in the contracts between each other or with the customers, provisions to affect a waiver or restriction of the responsibility specified in the first paragraph. Financial intermediation regarding warrants ARTICLE 19- (1) Financial intermediation regarding the trading of warrants shall be performed within the framework of Board regulations regarding intermediation activities and financial intermediaries, by brokerage houses licensed by the Board for intermediation in trading. CHAPTER THREE Miscellaneous Provisions Assessment by the Board of registration applications concerning similar capital market instruments

6 ARTICLE 20 - (1) Applications concerning Board registration of capital market instruments similar to warrants shall be accessed through the provisions of this Communiqué by analogy. Notification of the Board ARTICLE 21- (1) The Board may require any documents and information from the issuer, regarding the warrants and monitoring of its financial status. Registration fee ARTICLE 22- (1) Registration fee for warrants shall be calculated as follows: (a) Prior to the provision of the approved prospectus by the Board, issuers shall deposit the fee to be determined over the rate specified in the Law, applied over the nominal value of registered warrants, in the account opened in the name of the Board. (b) Fees shall not be collected at the stage of providing to the issuers approved circulars drawn up within the framework of this Communiqué, for sale of all warrant batches. c) (Amended: through Communiqué Series: III, No.: 45.) After six months following the offering of warrants for sale through Board approved circulars; ca) (Amended: through Communiqué Series: III, No.: 42) The day in which the number of warrants in circulation was highest, determined by comparing the numbers of warrants in circulation by taking into account the adjusted balances at the end of each trading day throughout the said period, shall be assumed as the "maximum circulation date", cb) Mean weighted average prices of warrants at each trading day throughout the said period shall be assumed as the "sale price", cc) And the amount obtained by subtracting the nominal value of the warrant from the sale price, shall be assumed as the "adjusted sale price". Trading days on which a warrant price did not materialize shall not be taken into account when determining the sale price. cç) (Amended: through Communiqué Series: III, No.: 45.)The issuers shall deposit the fee determined by applying the rate specified in the Law over the amount determined by multiplying the number of warrants on the maximum circulation date with the adjusted sale price, within 6 work days following the six-month period, in the account opened in the name of the Board. A copy of the bank deposits and the calculation statement shall be submitted to the Board on the same day. ç) (Amended: through Communiqué Series: III, No.: 45.) As of six-monthly periods following the execution of the procedures described in sub-paragraph (c); ça) The number of warrants on the maximum circulation date for the relevant period shall be compared against the number of warrants on the maximum circulation date for the previous period. çb) If the number of warrants on the maximum circulation date is found to increase in comparison to the previous period, the number of warrants on the maximum circulation date for the relevant period will, then, be compared to the number of warrants for which registration fee was previously paid. çc) If the number of warrants on the maximum circulation date is also found to increase in comparison to the number of warrants for which the registration fee is paid, the differential shall be multiplied with the adjusted sale price for the relevant period, and the fee determined by applying the rate specified in the Law to the figure thus obtained shall be deposited by issuers within 6 work days following the relevant period in the account opened in the name of the Board. A copy of the bank deposits and the calculation statement shall be submitted to the Board on the same day. (2) (Amended: through Communiqué Series: III, No.: 45.) In case the end of the term of the warrant does not match the six-month periods, the proceedings specified in sub-paragraph (ç) of the first paragraph of this article shall be carried out on the date of maturity. (3) (Amended: through Communiqué Series: III, No.: 42) Records of ISE and CRA shall be taken into consideration when determining the sale price and maximum circulation date. The issuer is liable for the calculation and depositing of Board registration fee. Revaluation ARTICLE 23- (1) The amounts stated in the present Communiqué shall be reviewed by the Board taking into consideration the revaluation factor announced by the Ministry of Finance each year, and shall be increased when necessary. Enforcement ARTICLE 24 - (1) This Communiqué takes effect on the date it is published. Execution ARTICLE 25 - (1) The provisions of this Communiqué shall be executed by the Capital Markets Board of Turkey.

7 ANNEX/1 DOCUMENTS AND INFORMATION TO BE INCLUDED IN THE REGISTRATION APPLICATION 1) Trading title, nationality, registered office address, paid up capital, establishment date, field of activity, ownership structure of the issuer, and information regarding the board of directors, [Article (2) has been abrogated by Communiqué Series: III, No.: 42 and the succession of the remaining articles has been maintained accordingly.] 2) Unified articles of incorporation of the issuer, containing all amendments currently in effect, and signed by the duly authorized representatives of the issuer, 3) Authorized body decision regarding warrant issue, 4) Document regarding decision or approval by other authorities for warrant issue, in case the relevant regulations require such, 5) Persons authorized to act for the issuer, market maker, financial intermediary, and the guarantor if any, as well as other relevant agencies and institutions, along with their titles and contact details, 6) Statement by the board of directors of or the persons authorized to represent the issuer, stating whether there is usufruct established on the warrants, and whether they are subject to certain restrictions to limit their transfers and circulation, or the exercise of the rights of warrant holders, 7) A copy of the market making contract, financial intermediation contract, guarantee contract if any, and other contracts regarding the public offering, introductory information regarding the parties to the contract, and signature specimens certified by the authorized bodies of the parties to the contract, 8) Issuer's undertaking and guarantees regarding the observance of the decisions to be taken by the Board, in case the contracts expire prior to the relevant term and a contract with another financial intermediary cannot be executed; and the statement by the board of directors of or the persons authorized to represent the issuer stating that the obligations of the parties shall continue within the framework of this contract, until the completion of the relevant procedures by the Board, 9) Report prepared for the methods and principles used in determining the estimated sale price, (10) (Amended: through Communiqué Series: III, No.: 42) The prospectus of the issuers whose shares are traded in the stock exchange shall contain the independent audit reports concerning the issuers' annual financial statements for the past 2 years, and also in case the issue should take place after the first half of the financial year, audit (limited independent audit) reports concerning the most recent 6 month period's interim financial statements or other interim financial statements, which had not been examined (limited independent audit), but was announced to the public after the most recent financial statement which has been subjected to independent audit. In case the issue should take place at a time later than the first quarter following the end of the financial year, the issuers whose shares are not traded in the stock exchange shall include in the prospectus the financial statements drawn up in accordance with the principles stated in the table below, or the financial statements and independent audit reports with dates closer to the date of public offering: Period in which the public offering will take place Financial statements to be provided in the prospectus 1 March 01 May 31 for the last 2 years 2 June 01 July 31 for the last 2 years and interim financial statements for the last 3 months 3 August 01 October 31 for the last 2 years and financial statements for the last 6 months 4 November 01 November 30 5 December 01 February 28 for the last 2 years and financial statements for the last 6 and/or 9 months for the last 2 years and financial statements for the last 9 months Financial statements to be subjected to special independent audits for the last 2 years for the last 2 years for the last 2 years and financial statements for the last 6 months for the last 2 years and financial statements for the last 6 or 9 months for the last 2 years and financial statements for the last 9 months

8 a) These financial statement requirements shall be adjusted to conform to the financial year of the issuers, which have special financial calendars. b) The prospectus for the public offerings to be carried out in the 4th period shall include the last 9-month s unaudited financial statements as well as the audited 6 months financial statements. In case the 9 months financial statements are subjected to independent audit on the discretion of the issuer, the said financial statement and the independent audit report shall be included in the prospectus. c) In case the 3 months financial statements are subjected to independent audit on the discretion of the issuer, the said financial statement and the independent audit report shall be included in the prospectus for public offerings to be carried out in 1st and 2nd periods. (11) (Amended: through Communiqué Series: III, No.: 42) Previous 2 years' annual balance sheets, income statements, cash flow statements, and statements of changes in equity which are finalized through the approval of the authorized bodies of the issuer, and the interim financial statements closest to the comparative equivalent of the application date in the previous year, 12) Credit rating report regarding the issuer or the guarantor if any, 13) The justification for selling the warrant in Turkey, and the stipulated use for the funds to be obtained, (14) (Amended: through Communiqué Series: III, No.: 42) Prospectus and circular drawn up for the warrants to be sold signed by the persons authorized to represent the issuer, financial intermediary or just the leader(s) of the consortium if one is set up, and the guarantor if any., 15) Statement by the board of directors of the parties to the contract, stating that the Turkish Courts and judicial authorities shall have the jurisdiction, and Turkish law shall govern with respect to the case and procedure in all disputes to arise from the legal specifications of the warrant sold, the public offering, sale and guarantorship, market making activity, and other contracts regarding the public offering, 16) Other details and documents to be required by the Board. ANNEX/2 DOCUMENTS AND INFORMATION TO BE SUBMITTED TO THE BOARD FOR APPROVAL OF THE CIRCULAR PRIOR TO EACH ISSUE, REGARDING THE PRE-REGISTERED ISSUES TO BE CARRIED OUT WITHIN A PERIOD OF ONE YEAR (1) (Amended: through Communiqué Series: III, No.: 42) Interim financial statements prepared and audited within the framework of article 10 in Annex 1 of the present Communiqué., (2) (Amended: through Communiqué Series: III, No.: 42) Circular signed by the duly authorized representatives of the issuer, financial intermediaries or just the leader(s) of the consortium if one was established, and the guarantor if any, 3) A copy of the financial intermediation for public offering contract signed with the brokerages to carry out the sale, 4) Statement by the persons authorized to represent the issuer, stating whether there are any issues regarding the management and the financial status of the issuer, within the period between the date of registration and the date of circular issue, requiring any changes to be effected in the prospectus, 5) Other details and documents to be required by the Board.