🔵🇺🇸 (CMB) Capital Markets Board (of Türkiye) Weekly Bulletin 2025/66 – Green Bonds Capital Raises and 1.7 Billion Fines

Turkey’s Market Watchdog Just Made Its Move: 4 Shocking Highlights from Its Latest Bulletin

Introduction: Beyond the Bureaucracy

Official regulatory bulletins are often perceived as dry, bureaucratic documents—endless pages of legal jargon and financial tables. But buried within that formality, they can tell dramatic stories of market enforcement, corporate strategy, and the ever-present tension between risk and opportunity.

The latest weekly bulletin (2025/66) from Turkey’s Capital Markets Board (SPK) is a perfect example. Far from being a routine update, it’s packed with bombshells: staggering billion-lira fines, a sweeping digital crackdown on unauthorized financial sites, and approvals for major economic moves, from IPOs to green bonds.

This post breaks down the four most impactful takeaways from the SPK’s latest dispatch, offering a clear picture of a regulator that is flexing its muscle while simultaneously paving the way for future growth.

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1. A Staggering Price for Market Abuse: Over 2 Billion Lira in Fines

In one of the most significant enforcement actions detailed in the bulletin, the SPK has levied enormous administrative penalties against numerous individuals for “market abuse actions” (Piyasa Bozucu Eylemler) connected to the shares of Peker Gayrimenkul Yatırım Ortaklığı AŞ (PEKGY).

The scale of these fines is breathtaking, totaling over 2 Billion Turkish Lira (2,028,206,217.40 TL). The penalties against the top individuals underscore the severity of the infractions:

  • Oğuz EREL: 362,123,139.86 TL
  • Ferudun ÇAVUŞER: 335,245,775.74 TL
  • Serdar TUNÇ: 328,754,812.28 TL
  • Ahmet ÇÖLGEÇEN: Fined 250,648,450.52 TL individually.
  • Tarık ALTINIŞIK & Ahmet ÇÖLGEÇEN: Fined 281,270,326.72 TL on a joint basis.

These figures send an unmistakable message. The inclusion of joint penalties also highlights the regulator’s strategy of casting a wide net to hold multiple actors accountable for coordinated schemes. By imposing penalties that significantly outweigh potential illegal gains, the SPK is establishing a powerful financial deterrent against any attempts to manipulate Turkish markets.

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2. The Digital Dragnet: Banning Websites and Social Media

The SPK’s bulletin makes it clear that its oversight extends far beyond traditional stock exchanges and into the digital realm. The regulator is actively working to shield Turkish investors from unauthorized online operations, ordering access to be blocked for a list of websites found to be offering illegal leveraged trading (forex) services. Among the banned URLs are:

  • https://www.broker-hftrade.com
  • https://www.xmtrwebsite.info
  • https://www.fxpro-tr-group.center
  • https://olivemarkets290.com
  • https://phaseglobaltr2.com

This crackdown isn’t limited to websites. The regulator has also taken action against social media accounts, ordering the blocking of those using the names “infoyatyirim,” “infoyatrim,” and “hameedsadatzada” for engaging in unauthorized capital market activities. This two-pronged digital enforcement signals a clear focus on policing the rapidly evolving world of online finance and protecting retail investors from unregulated platforms and potential scams.

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3. An Unusual Second Chance: The “Effective Repentance” Clause

Alongside its punitive measures, the bulletin highlights a unique and counter-intuitive aspect of Turkish financial law: a formal mechanism for “effective repentance” (etkin pişmanlık). For individuals facing criminal complaints for market manipulation, the SPK outlines a specific path that could potentially mitigate their legal consequences.

The conditions are strict and the stakes are high, as outlined in the bulletin’s footnotes:

The individual must pay a sum equal to double the financial benefit they obtained (or caused to be obtained), with a minimum payment of five hundred thousand Turkish Lira. This payment must be made to the Ministry of Treasury and Finance’s e-collection account within 15 days of the Board’s decision.

This is not a simple “get out of jail free” card. It is a formal, high-cost procedure that combines severe financial punishment with a potential for leniency, revealing a nuanced approach within the regulatory framework that aims to both penalize wrongdoing and recover illicit gains.

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4. Market Movers: IPOs, Green Bonds, and a Major EV Spinoff

Balancing the news of heavy enforcement, the bulletin is also filled with approvals that signal confidence and dynamism in the Turkish economy. These decisions highlight significant corporate maneuvers and capital flows that will shape the market moving forward.

  • A New Company Goes Public: The SPK approved the Initial Public Offering (IPO) for Meysu Gıda Sanayi ve Ticaret AŞ, a food industry company. Its shares are set to be offered at a fixed price of 7.50 TL.
  • Global Green Finance: Türkiye İş Bankası AŞ received approval to issue up to 3 Billion US Dollars in Green/Sustainable bonds and other debt instruments on international markets, tapping into the growing global demand for environmentally-focused investments.
  • Powering the Future: Astor Enerji AŞ was given the green light for a partial spin-off to create a new, wholly-owned subsidiary named Astor Şarj AŞ. This strategic move will house the company’s electric vehicle (EV) charging station business, positioning it to capture explosive growth in the EV sector.
  • Major Capital Injections: The bulletin notes significant capital increases for key investment firms. Midas Menkul Değerler AŞ will increase its capital from 352 million TL to 625 million TL, while Yapı Kredi Yatırım Menkul Değerler AŞ will undertake a massive 15-fold increase from approximately 98.9 million TL to 1.5 billion TL, signaling a major strategic reinforcement.

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Conclusion: A Market of Consequences and Opportunities

The SPK’s latest bulletin paints a vivid picture of a market defined by two powerful forces: strict, uncompromising enforcement against manipulation and a clear runway for legitimate, forward-looking economic activity. It reveals a regulator determined to maintain market integrity while fostering growth and innovation.

As regulators get tougher on digital finance, how will this shape the future of investing for the everyday person?

 

Capital Markets Board of Turkey: Bulletin 2025/66 Briefing

Executive Summary

This briefing synthesizes the key decisions and actions detailed in the Capital Markets Board of Turkey (SPK) Bulletin No. 2025/66, dated December 25, 2025. The bulletin outlines significant regulatory approvals for capital market activities alongside a series of severe enforcement actions targeting market abuse and manipulation.

The most critical takeaways are:

  • Major Capital Market Approvals: The SPK has approved a notable IPO for Meysu Gıda Sanayi ve Ticaret AŞ, substantial share and debt issuances, including a multi-billion dollar international green/sustainable bond by Türkiye İş Bankası AŞ, and significant corporate restructuring activities such as the partial demerger of Astor Enerji AŞ.
  • Aggressive Enforcement and Sanctions: The Board has taken decisive action against market misconduct. This includes levying administrative fines exceeding 2 billion TL against 19 individuals for market abuse in Peker Gayrimenkul Yatırım Ortaklığı AŞ (PEKGY) shares. Furthermore, criminal complaints were filed against numerous individuals for manipulation across several other company stocks, complemented by two-year trading bans and license cancellations for those involved.
  • Targeting Unauthorized Activities: The SPK ordered the blocking of nine websites engaged in unauthorized leveraged forex trading for Turkish residents and multiple social media accounts conducting illicit capital market activities.
  • Key Regulatory Policy Shift: A significant principle decision (i-SPK 128.26) was issued, providing greater flexibility in information systems management. The decision permits the outsourcing of the information security officer role and grants temporary exemptions from this requirement to smaller and less systemically important institutions until June 2026.

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I. Approvals for Capital Market Instruments

The SPK has approved a range of applications for the issuance of capital market instruments, encompassing equity, debt, and other securities.

A. Initial Public Offering (IPO)

Meysu Gıda Sanayi ve Ticaret AŞ received approval for its initial public offering.

  • Capital Increase: The company’s capital will increase from 750,000,000 TL to 870,000,000 TL through the issuance of 120,000,000 TL in new shares.
  • Existing Share Sale: Current shareholder Gülsan Gıda Sanayi Ticaret AŞ will offer 55,000,000 TL nominal value of its Group B shares.
  • Offering Price: Shares with a nominal value of 1 TL will be offered at a fixed price of 7.50 TL.

B. Share Issuances by Public Companies

Company Current Capital (TL) New Capital (TL) Capital Increase (TL) Type of Issuance
Ditaş Doğan Yedek Parça İmalat ve Teknik AŞ 85,000,000 170,000,000 85,000,000 Bedelli (Rights Issue via Public Offering)
Bayrak EBT Taban Sanayi ve Ticaret AŞ 56,465,188 249,999,992 193,534,804 Bedelsiz (Bonus Issue from Internal Sources)

C. Debt and Other Instruments

The SPK approved the following debt instrument issuance ceilings:

Issuer Instrument Type Nominal Issuance Ceiling Sale Type
Quick Finansman AŞ Bond/Financing Bill 300,000,000 TL Private Placement/Qualified Investors
Ulusal Faktoring AŞ Bond/Financing Bill 400,000,000 TL Qualified Investors
Türkiye İş Bankası AŞ Bond/Bill/Subordinated Debt 6,000,000,000 USD Abroad
Türkiye İş Bankası AŞ Green/Sustainable Bond/Bill/Subordinated Debt 3,000,000,000 USD Abroad
KT Sukuk Varlık Kiralama AŞ Lease Certificate (Sukuk) 1,500,000,000 TL Private Placement/Qualified Investors

II. New Operating Permits and Authorizations

A. Fund Establishment

  • BV Portföy Yönetimi AŞ received approval to establish the BV Portföy Yönetimi AŞ Ada Girişim Sermayesi Yatırım Fonu (Ada Venture Capital Investment Fund) and to issue its participation shares.

B. Rating Agency Authorization

  • Dünya Kredi Derecelendirme AŞ has been added to the list of authorized organizations for rating activities in the capital markets. The company is authorized to provide credit rating and corporate governance compliance rating services.

III. Enforcement Actions and Sanctions

The SPK has implemented a broad range of sanctions for violations of capital market regulations, including significant fines, criminal complaints, and market access restrictions.

A. Administrative Fines for Market Abuse

An investigation into transactions in the shares of Peker Gayrimenkul Yatırım Ortaklığı AŞ (PEKGY) resulted in substantial administrative fines totaling 2,029,981,826.40 TL for 19 individuals. The fines were imposed for violations of the Communiqué on Market Abuse (VI-104.1).

Individual Fine Amount (TL)
Ferudun ÇAVUŞER 335,245,775.74
Oğuz EREL 362,123,139.86
Erdinç ATALAY 179,695,782.74
Serdar TUNÇ 328,754,812.28
Necmi Kaan ÇAVUŞER 106,483,779.80
Ahmet ÇÖLGEÇEN 250,648,450.52
Ahmet KAZAN 12,928,629.66
Tarık ALTINIŞIK 45,573,092.32
İbrahim Ethem İÇTEN 6,555,702.76
Atilla UZUNÖMEROĞLU 74,853,458.22
İsmail ÖZDEMİR 3,504,004.76
Elçin YALÇIN 15,571,844.84
Tolga YALÇINKAYA 1,189,222.58
Asuman KAVAK 1,200,541.08
Fatih Mehmet TUĞLU 3,459,574.58
Tarık ALTINIŞIK / Ahmet ÇÖLGEÇEN 281,270,326.72
Satı DEMİRCİOĞLU 620,212.28
Pınar EREL 18,627,908.66
Dursun BARANLI 155,567.00

B. Criminal Complaints for Market Manipulation

The SPK has filed criminal complaints with the Public Prosecutor’s Office under Article 107/1 of the Capital Markets Law (SPKn) against numerous individuals for manipulative actions in the following stock markets.

  • Ray Sigorta AŞ (RAYSG): Erol OĞUR, Gürcan ÖZKUL, Semih Sabri ÖZKUL, Serdar CEYLAN, Tolga HAS.
  • Euro Trend Yatırım Ortaklığı AŞ (ETYAT): Erol OĞUR, Gürcan ÖZKUL, Hakan ASLAN, Semih Sabri ÖZKUL, Serdar CEYLAN, Tevfik BİLGİN, Tolga HAS.
  • Global Menkul Değerler AŞ (GLBMD): Arif Eyüp BALTA, Erol OĞUR, Gürcan ÖZKUL, Hakan ASLAN, İhsan KENAN, Mahmut Volkan AKKUŞ, Mehmet Murat KERMOOĞLU, Ozan TEKCANÖZÜ, Semih Sabri ÖZKUL, Serdar CEYLAN, Serkan KAYA, Tayfun CAVBİN, Tevfik BİLGİN, Tolga HAS.
  • Pamel Yenilenebilir Elektrik Üretim AŞ (PAMEL, BMELK): Two separate complaints were filed involving a partially overlapping group of individuals, including Arif Eyüp BALTA, Gürcan ÖZKUL, İhsan KENAN, Semih Sabri ÖZKUL, Serdar CEYLAN, Tevfik BİLGİN, Tolga HAS, Çağrı IŞIKOĞULLARI, Ertan KORKMAZ, Onur TEKCANÖZÜ, Osman KENAN, Ramazan KESKİN, Serkan KAYA, and Yakup Ziya ÇAKIR.

A provision for “effective repentance” is available, allowing accused individuals to pay a specified amount to the Treasury within 15 days to potentially receive leniency.

C. Trading Bans and Other Measures

Concurrent with the criminal complaints, the following measures were enacted:

  • Two-Year Trading Bans: All individuals named in the criminal complaints related to RAYSG, ETYAT, GLBMD, and PAMEL have been banned from trading on the stock exchange and other organized markets for a period of two years.
  • License Cancellations: Individuals holding capital market licenses who were subject to criminal complaints had all their licenses revoked for the duration of their trading bans. This includes Semih Sabri ÖZKUL, Serdar CEYLAN, Tolga HAS, Mehmet Murat KERMOOĞLU, Serkan KAYA, Tayfun CAVBİN, Çağrı IŞIKOĞULLARI, and Ramazan KESKİN.
  • Website Blocking: Legal action was initiated to block access to nine websites identified for conducting unauthorized leveraged trading activities for residents of Turkey.
  • Social Media Account Blocking: Legal action was initiated to block social media accounts using the names “infoyatyirim,” “infoyatrim,” and “hameedsadatzada” for engaging in unauthorized capital market activities.

D. Other Authorization Cancellations

  • Gözlem Taşınmaz Değerleme ve Danışmanlık AŞ was removed from the list of companies authorized to perform real estate appraisals for the capital markets.

IV. Corporate and Institutional Changes

A. Corporate Restructuring and Ownership Changes

  • ALB Yatırım Menkul Değerler AŞ: Approval was granted for the brokerage firm to change its name to Pusula Yatırım Menkul Değerler AŞ and for the transfer of 100% of its shares from Salih ALBAYRAK to Pusula Finans Holding AŞ.
  • Astor Enerji AŞ: The company’s plan for a partial demerger was approved. Its electric vehicle charging station assets will be transferred to a newly established, wholly-owned subsidiary named Astor Şarj AŞ.
  • Kuzugrup Gayrimenkul Yatırım Ortaklığı AŞ: A share transfer was approved that results in Özen KUZU acquiring indirect control over the company’s Group A privileged shares, which hold management control.

B. Capital Increases for Investment Firms

  • Yapı Kredi Yatırım Menkul Değerler AŞ: Approved to increase its capital from 98,918,083.46 TL to 1,500,000,000.00 TL.
  • Midas Menkul Değerler AŞ: Approved to increase its capital from 352,000,000 TL to 625,000,000 TL.

C. Share Sale Approvals

  • Rubenis Tekstil Sanayi Ticaret AŞ: Osman İPEK received approval for a share sale information form to convert 5,957,765 TL nominal value of shares to a tradable type for sale on the stock exchange.
  • Beşiktaş Futbol Yatırımları Sanayi ve Ticaret AŞ: Partner Beşiktaş Jimnastik Kulübü received approval for a share sale information form to sell its 436,456,920.20 TL nominal value shares on the stock exchange.

V. Fund Management Decisions

A. New Fund Approvals

Approval was granted for the prospectuses/issuance documents of the following new funds:

Founder Fund Name Umbrella Fund Type
Hedef Portföy Yönetimi AŞ Eighth Real Estate Investment Fund Real Estate Umbrella Fund
Oragon Gayrimenkul ve Girişim Sermayesi Portföy Yönetimi AŞ First Venture Capital Investment Fund Venture Capital Umbrella Fund
Yapı Kredi Portföy Yönetimi AŞ Precious Metals Participation Fund Precious Metals Umbrella Fund

B. Fund Liquidations

  • Deniz Portföy Yönetimi AŞ received approval to liquidate four of its free funds: Deniz Portföy Seventh Free (FX) Fund, Deniz Portföy Dividend Paying Second Free (FX) Fund, Deniz Portföy Tenth Free (FX) Fund, and Deniz Portföy Eleventh Free (FX) Fund.

VI. Key Regulatory Policy Decisions

The SPK issued Principle Decision i-SPK 128.26, amending the rules under the Communiqué on Information Systems Management (VII-128.10).

  • Flexibility for Information Security Officer (ISO):
    • Institutions are now permitted to appoint an ISO through outsourcing or via service agreements within group companies.
    • Shared employment or part-time models are also allowed to fulfill this role. The institution remains ultimately responsible for compliance.
  • Temporary Exemption from ISO Requirement:
    • Several categories of institutions, including smaller portfolio management companies, derivatives brokerage firms, and certain publicly traded companies (excluding the top tier based on market capitalization), are granted an exemption from the requirement to appoint an ISO until June 30, 2026.
  • Flexibility for IT Internal Audit:
    • The IT internal audit function can be fulfilled through shared employment or part-time models within group companies.
    • For subsidiaries of banks, this function can be performed by the parent bank’s IT auditors or through a joint audit activity, which will not be considered a violation of the communiqué.

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