Üsküdar Capital

SERVICE AREA

IPO and Corporate Governance

Going public is not a single filing: a company's financial statements, shareholding structure and decision-making bodies are rebuilt around how an investor reads them, and the obligations continue after the offering. We work across the whole of it — preparation, the offering, and the period that follows.

IPO Advisory

We manage, at both a strategic and an operational level, the process by which companies open to the capital markets for long-term funding at an alternative cost.

Pre-Offering Structuring
A readiness assessment for the offering, reviewing the company's financial statements (TFRS/IFRS compliance), legal infrastructure, shareholding structure and internal control systems.
Aligning Internal Processes with the Communiqués
Making the organisational changes that compliance with corporate governance principles requires — independent board members, the formation of committees and so on.
Documentation and Filing Management
Preparing the data underpinning the prospectus, the issuance certificate and the price determination report, and reviewing the filing sets for the CMB and Borsa İstanbul (BIST).
Stakeholder and Syndicate Coordination
Organising and managing the process between the broker leading the syndicate, the independent audit firm, the real estate appraisal companies and the law firms.
Offering Price and Marketing Strategy
Analysis of the company's valuation models, organisation of analyst meetings, and support on strategic positioning so the offering reaches the right investor base.

Post-Offering Advisory

We put the disclosure obligations and investor communications of companies whose shares have begun trading onto a regular footing.

Public Disclosure and Reporting Obligations
Briefing the company on the scope, timing and content of its KAP disclosures, and preparing material event disclosures to the letter of the regulation.
Capital Markets Compliance
Carrying the communiqués that apply to listed companies into internal processes, and training the relevant teams on those obligations.
Investor Relations and Analyst Meetings
Preparing investor presentations, organising analyst meetings, and sharing periodic financial results as one consistent account.
Support During Reviews
Technical support to the company in reviews and information requests from the CMB or Borsa İstanbul.
Preparing for Other Capital Markets Instruments
Groundwork so the company can later use instruments such as a debt issuance or a secondary offering.

Rights Issues

Where a company raises capital by issuing shares against outside funding, we advise from the board resolution through to registration.

Choosing the Issuance Method
Deciding whether the increase will be made through a public offering or without one, and in the latter case weighing an allocated sale against a sale to qualified investors.
Pre-emption Rights and Their Restriction
Exercising existing shareholders' pre-emption rights in increases made through a public offering, and running the process to restrict those rights in part or in full where the shares are to be sold without one.
Coordinating the CMB Process
Coordinating the CMB process from the board resolution onwards and, where there is a public offering, preparing the prospectus.
Registration and Completion
Following the capital increase through to its completion and the registration of the new capital with the trade registry.

Board Advisory

Structuring the board — a company's highest strategic decision-making body — so that it protects the rights of shareholders and stakeholders and keeps risk to a minimum.

Strategic and Financial Decision Support
Independent financial opinion to the board in the light of macroeconomic conditions, capital markets trends and sector projections.
Performance and Effectiveness Review
Building a system that improves the effectiveness of the board's working procedures, information flows and decision-making.
Structuring and Running the Committees
Forming the committees the regulation requires and helping them work effectively.
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