According to 'Notification of the Board of Borrowing Instruments Owners' published in the Official Gazette dated 11.09.2020 and numbered 3124, the structure of the board of borrowing instruments owners (BBIO), determination of the representative of the borrowing instruments owners, principles regarding the BBIO meetings and the procedures and principles regarding the transactions to be made in case of default of the issuers be arranged.
Within the scope of the amendments made in the Capital Market Law numbered 6362, the ‘Board of the Borrowing Instruments Owners’ institution was introduced, thus, it was aimed that the investors act collectively.
Board of Borrowing Instruments Owners, in article 3 of the Notification of the Board of Borrowing Instruments Owners, it is defined as a special committee that convenes upon the request of the issuer's board of directors or borrowing instruments owners.
If the concepts of 'Layout BBIO' and "General BBIO" mentioned in the Notification are explained; Layout BBIO can make changes to the interests, maturity, capital, and other essential terms and conditions included in the prospectus or issue document prepared for any arrangement or more than one borrowing instrument or defined by the Central Registry Agency (CRA) based on these documents. General BBIO is a board that does not agree with a decision taken by Layout BBIO and it can be called by the right-holders who think that the decision is negative for them as borrowing instrument owners.
According to article 31 / A of the Capital Market Law, “Owners of the issuer's borrowing instruments in circulation form the borrowing instrument owners board. Owners of each type of borrowing instrument of the issuer may also establish a separate borrowing instrument owners' board. " In other words, the owners of the borrowing instruments that have applied to the Capital Markets Board to issue borrowing instruments or whose borrowing instruments have been offered to the public (‘Issuers’) have been allowed to act collectively according to the changing conditions.
The Borrowing instrument owners' representative may be elected by the affirmative vote of the borrowing instrument owners representing more than half of the nominal value of any borrowing instruments or more than one set of borrowing instruments by the issuers in circulation. A representative can be determined in the prospectus or issue document. It is possible for the representative to be the same or different real or legal persons for different borrowing instruments. Also, the representative may be dismissed by the vote of the borrowing instrument owners representing more than half of the nominal value.
Borrowing Instrument Owners Representative (‘Representative’) must act in a manner to protect the rights of borrowing instrument owners in accordance with the principle of equal treatment in conflicts of interest between the issuer and borrowing instrument owners. Besides, the representative's professional education, knowledge, and experience; must have the honesty and reputation required by the job. In case the representative is determined as a legal person, these conditions are also searched in terms of the real person to be appointed by the legal person. The determination or replacement of the representative, the matters to be searched in the person to be appointed as the representative, the duties and powers of the representative, the wages and other payments are shown in the prospectus or issue document.
BBIO meetings must be held physically unless clearly stated in the prospectus or issue document. However, the BBIO may take decisions without holding a meeting by circulating the decision text by hand or electronically and signing these decisions by the borrowing instrument owners. Joint-stock companies whose shares are listed on the stock exchange and issuers who offer their borrowing instruments to the public are obliged to provide the opportunity to participate in the BBIO meetings via electronic media in addition to physical participation. Other issuers may also hold their BBIO meetings electronically, without requiring a provision in the articles of association. Capital Markets Board may send observers to BBIO meetings when it deems necessary.
This notification does not apply to borrowing instruments issued by the abroad.
In the prospectus or issue document; The definition and scope of defaults that may occur in repayments are included, including the nature and scope of debts arising from the borrowing instrument and situations that would mean default in the repayment of these debts.
If the terms and conditions of the borrowing instruments are changed after the default occurs in the repayment of borrowing instruments, all proceedings initiated due to the default of the borrowing instrument are suspended as of the date.