On August 17, 2024, certain changes were introduced to the Electricity Market Licensing Regulation[1] (“Regulation”) regarding the notification/approval requirement for share transfers of the preliminary license holders. Accordingly, the following types of share transfers, which were previously subject to a requirement for “notification” to the Energy Market Regulatory Authority (“EMRA”), are now subject to EMRA’s prior “approval”:

• Article 57/1(c): indirect shareholding changes in the shareholding structure of a preliminary license holder due to changes in the shareholding structure of its shareholders established abroad.
• Article 57/1(e): changes causing all indirect shareholders to become direct shareholders without altering the share ratios of a preliminary license holder, and changes that result in all direct shareholders becoming indirect shareholders without altering their share ratios.
• Article 57/1(g): direct or indirect share transfers that do not result in a change of control of the preliminary license holder.
• Article 57/1(ğ): direct or indirect share transfers resulting from capital increase and/or change of shareholders in a preliminary license holder, of which more than half of the share capital is directly or indirectly owned by public entities, on the condition that new shareholders are also public entities.
• Article 57/1(h): changes in the direct or indirect shareholding structure of a preliminary license holder due to a transaction whereby the relevant preliminary license holder itself or its direct or indirect shareholders acquire their own shares pursuant to the Turkish Commercial Code.
• Article 57/1(ı): direct or indirect share acquisitions in a preliminary license holder by using foreign resources, carried out by legal entities established abroad or by legal entities controlled by these legal entities and established pursuant to the Turkish Commercial Code.
• Article 57/1(i): direct or indirect changes in the shareholding structure of a preliminary license holder as a result of the share transfers between the spouses and other first degree relatives.

On the other hand, some other types of share transfers (namely those provided in paragraphs (a), (b), (ç), (d), (f), (j) and (k) of Article 57/1 of the Licensing Regulation), which were previously subject to a notification to EMRA (as opposed to its prior approval), will continue to be subject to a notification requirement.

The Amending Regulation has entered into force on the date of its publication in the Official Gazette (i.e., 17 August 2024). The sanction of a failure to obtain EMRA’s approval for the above-mentioned types of share transfers is the cancellation of the relevant preliminary license by EMRA.

[1] Electricity Market License Regulation (Elektrik Piyasası Lisans Yönetmeliği) published in the Official Gazette numbered 28809 and dated November 2, 2013.