EGYPT Law and Practice Contributed by: Mohamed Hashish, Heba El Abd and Mariam Rabie, Soliman, Hashish & Partners
• The FRA issued Decree No 57 of 2024, which establishes the rules for regulating the operation of the “Robo-Advisers for Investment” framework, whereby a robo-adviser is an electronic system that provides financial advice to clients for the purpose of creating, managing and rebalancing an investment portfolio using AI algorithms. • The FRA issued Decrees No 140 and No 148 of 2024 establishing special purpose acquisition com - panies (SPACs) in Egypt and recently approved the first application for a SPAC. • The FRA issued Decree No 279 of 2025, which establishes a registry for companies that provide technological systems for risk assessment in the non-banking financial sector, requiring only com - panies listed in the registry to offer risk assessment services to licensed non-banking financial entities. 3.2 Significant Changes to Takeover Law In light of the amendment of the Antitrust Law as high - lighted in 3.1 Significant Court Decisions or Legal Developments , which introduced a pre-notification regime, in April 2024, the Egyptian Prime Minister issued Decree No 1120 of 2024, enacting the Execu - tive Regulations of the Antitrust Law and thereby implementing the new amendments. The new pre-merger control system, as highlighted in 2.4 Antitrust Regulations , went into effect as of 1 June 2024 and requires pre-approval from the ECA with respect to any transaction (eg, merger, acquisi - tion, joint venture) that constitutes an “economic con - centration” and meets the thresholds set out under the Antitrust Law, by means of a notification file with certain required documents attached. An economic concentration is defined as any change of control or material influence as a result of a merger or acquisition or the establishment of a joint venture. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies In Egypt, stakebuilding is not explicitly regulated in Egypt. However, it is worth noting that a bidder may acquire less than 5% of the shares of the target com - pany without triggering requirements to make the bid public, as highlighted below. However, if the bidder
seeks to acquire 5% or more of the share capital of the target company, the bidder must notify the FRA and EGX and launch the tender offer as further highlighted below with respect to the disclosure requirements. 4.2 Material Shareholding Disclosure Threshold In addition to the disclosure requirements described below, shareholders of a company that, directly or indirectly, own 10% or more of the total share capital of a company whose shares are listed on the EGX are under certain disclosure obligations, including, inter alia, in the following cases: • any decrease or increase by 5% or multiples thereof of its ownership of the listed securities representing the company’s capital or voting rights; and • future investment plans and intended policies regarding the management of the company if the amount acquired reaches 25% or more of the com - pany’s capital or voting rights. In all cases, said shareholders are under obligation to notify the EGX periodically at the beginning of January and July regarding their direct and indirect ownership of the company. 4.3 Hurdles to Stakebuilding Generally, a company may introduce different rules in its articles of incorporation or by-laws, such as special rights granted to specific shareholders, differ - ent voting rights, or the right to veto decisions in the company. However, in all cases, such rules may not contradict the relevant laws in Egypt. 4.4 Dealings in Derivatives Generally, derivatives are not explicitly regulated under Egyptian law. However, the Egyptian Capital Markets Law No 95 of 1992 (the “Capital Markets Law”) pro - vides the regulatory framework for the use and trading of financial instruments, which encompasses deriva - tives, including options, futures and other derivative contracts. However, in all cases, the FRA’s approval is required for trading in any financial instrument. Accordingly, dealings in derivatives are subject to the control and oversight of the FRA and EGX.
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