Significant amendments have been introduced to the Electricity Market Licensing Regulation (“Regulation”) through the Regulation Amending the Electricity Market Licensing Regulation, published in the Official Gazette dated 25 July 2025 and numbered 32966. These amendments notably bring more comprehensive restrictions regarding share transfers and changes in the shareholding structure of legal entities holding preliminary licenses.

1.       General Restrictions and Scope on Share Transfers

Pursuant to Article 57/1 of the Regulation, except in cases of inheritance and bankruptcy, any direct or indirect change in the shareholding structure of a preliminary license holder, the transfer of its shares, or any transaction or action that would result in such a transfer, is prohibited until a license is obtained.

Although certain exceptions to this general prohibition are provided, the scope of these exemptions has been narrowed by the amendment dated 25 July 2025, introducing new conditions such as change of control and prior approval requirements from the Energy Market Regulatory Authority (“EMRA”).

2.       Indirect Shareholding Changes in Foreign Shareholders

Prior to the amendment, Article 57/1(c) of the Regulation excluded indirect shareholding changes resulting from changes in the ownership structure of foreign shareholders from the scope of the restriction. Following the amendment, such changes are now only permitted if they do not result in a change of control over the preliminary license holder.

3.       Share Transfers Arising from the Exercise of Pre-emption Rights

Similarly, under the former version of Article 57/1(d), share transfers carried out between existing shareholders through the exercise of pre-emption rights were not subject to the aforementioned restrictions. However, the recent amendment provides that:

• If such transfers result in a change of control, they are now explicitly prohibited,
• If they do not result in a change of control but relate to 10% or more of the share capital of the preliminary license holder, such transactions are now subject to the prior approval of EMRA.

4.       Conclusion and Assessment

With these amendments, direct and indirect changes in the shareholding structure of preliminary license holders are now subject to stricter regulatory oversight. Transactions that were previously exempt are now conditional upon the absence of control change and/or prior regulatory approval. Accordingly, both investors and license applicants must carefully evaluate share transfer transactions within the scope of the updated regulatory framework and consider the relevant authorization processes imposed by the EMRA.