On November 9, 2024, the Electricity Market Regulation Authority (“EMRA”) introduced new requirements regarding the approval mechanism for certain share transfers under article 57 (Share Transfers) of the Electricity Market Licensing Regulation (“Regulation“)[1].

As per the Regulation, (i) direct changes in the shareholding structure and (ii) changes in the indirect shareholding structure by 10% or more, are subject to the approval of the board of EMRA, if the share transfer falls within the scope of types of share transfers those provided in paragraphs (c), (e), (g), (ğ), (h), (ı), (i) of Article 57/1 of the Regulation.

Pursuant to the EMRA decision numbered 12993 and dated November 7, 2024, which was published in the Official Gazette on November 9, 2024 (“Decision”), certain new requirements have been introduced with respect to the share transfers of preliminary license holders. Accordingly, with respect to the following share transfers:

• 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(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; and
• Article 57/1(g), which refers to direct or indirect share transfers that do not result in a change of control of the preliminary license holder, provided that the shares are transferred to foreign investors;

the preliminary license holder must comply with the following additional requirements:

• increase its paid-in capital by 25% of the investment amount related to the main resource, as shown in Annex-1 below, and
• submit documentation to EMRA proving that the capital increase was financed through foreign resources.

If the capital increase is not completed within six months of the approval notice, or if the capital falls below the required amount before obtaining a generation license, the approval will be deemed invalid, and the preliminary license will be cancelled.

ANNEX-1

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

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