In an effort to encourage the listing of securities on the Egyptian market, the Financial Regulatory Authority (“FRA”) issued Decree No. 73 of 2022 (the “Decree”) amending the FRA Decision No. 11 of 2014 which regulates rules for listing and delisting securities (the “Listing Rules”) on the Egyptian Stock Exchange (the “EGX”).
The Decree was issued by the FRA on 31 August 2022 and published in the Official Gazette on 14 September 2022.
We highlight below the main amendments enacted as follows:
Temporary Listing
For the first time, the FRA can allow Egyptian and foreign companies to temporarily list their shares on the EGX without satisfying the minimum requirements provided in the Listing Rules, provided that the companies meet the listing requirements within six months of the temporary registration date. An extension of the six-month period may be granted by approval of the FRA exercising its discretion to decide whether the same is necessary based on the reasoning and the proposed timeframe submitted by the relevant company.
Additionally, companies are restricted from trading the temporarily listed shares from the dates of their temporary listing until the date the shares are listed for trading unless an approval from the FRA is obtained.
The Decree further provides that the temporary listing shall be considered void in case the company does not offer the shares for trading within six months from their temporary listing, unless an extension of the timeframe has been granted by the FRA in accordance with the FRA’s discretion outlined above.
Listing Requirements
Both Egyptian and foreign companies are no longer required to seek the FRA’s pre-approval to list securities on the EGX, provided they comply with the Listing Rules. Rather, the FRA took a step towards improving corporate governance by adding new listing requirements such as: (i) mandating the use of cumulative voting in the election of the board of directors to ensure proportional representation; (ii) requiring a minimum quota of 25% for female representation in the board of directors; (iii) prohibiting the combination of the positions of Chairman and Managing Director of the board of directors; and (iv) restricting the authorized capital of the issuing company to not exceed five times its issued capital.
SPACs
Special Purpose Acquisition Companies (“SPACs”), which have been previously subject to the requirement to list their shares on the EGX, are now further required to increase their capital through public and/or private offerings within six months from the date of listing. Such period may be extended subject to the FRA’s approval
Corporate Restructuring
The Decree introduced lenient procedures in case listed entities are involved in restructurings via mergers, compared to the previous applicable rules. Prior to the Decree, only the shares pertaining to the merged entity were listed post-merger. The Decree introduced the possibility to have the shares of all entities resulting out of amalgamations listed on the EGX.
Market Reaction
Dr. Mohamed Farid, Chairman of the FRA, has reiterated the importance of the stock market as a platform to assist economic entities operating in various activities to access the necessary financing and that the FRA continues to work on the development of the Listing Rules in order to facilitate companies wishing to register and offer their shares on the EGX.
