EGYPT Trends and Developments Contributed by: Mohamed Hashish, Heba El Abd and Mariam Rabie, Soliman, Hashish & Partners
resulting from a merger, acquisition or joint venture), subject to meeting the relevant criteria with respect to financial thresholds. It is worth noting that any transaction that constitutes an “economic concentration” shall be subject to the pre-closing clearance requirement from the ECA. By virtue of the new amendments, “economic concen - tration” is defined as any change of control or mate - rial influence as a result of a merger or acquisition or establishment of a joint venture. That being said, it is worth noting that following the new pre-merger control regime, the ECA has approved – among many other economic concentrations – the following notable transactions in 2025 and 2026: • the acquisition by El Baraka Bank Egypt and its related parties of 100% of Amlak Finance Egypt; • the acquisition by Hassan Allam Utilities B.V. of 50% of the share capital of RWD Investment B.V., bringing Hassan Allam’s overall shareholding to 100% and granting it sole control over RWD; and • the acquisition by Siemens Energy Global GmbH & Co. KG of 50% of the total shares of RWG Repair & Overhauls, bringing Siemens’ overall sharehold - ing to 100% and granting it sole control over RWG. Furthermore, the notification and pre-approval of the Financial Regulatory Authority (FRA) are required for any potential transaction that constitutes an “eco - nomic concentration” and fulfils the financial thresh - olds, provided that the persons concerned with the economic concentration carry out one of the activi - ties under the FRA’s supervision, namely securities and capital markets, insurance, reinsurance or insur - ance brokerage activities, mortgage finance activities, financial leasing activities, securitisation and factoring activities, or microfinance. Fintech It is worth noting that fintech has been newly intro - duced in 2020 in Egypt as part of the issuance of the new Banking Law No 194 of 2020 with the purpose of promoting financial inclusion and the digitalisation of the financial sector in Egypt. However, the applicabil - ity of obtaining a fintech licence for the banking sector is still pending the issuance of further regulations in
this regard by the CBE. Fintech has since been further regulated in the non-banking financial services (NBFS) sector by the issuance of the new Fintech Law No 5 of 2022 and its Executive Regulations (the “Fintech Law”), which facilitate the integration of technologies into NBFS and the regulatory framework for the licens - ing scheme for such services from the FRA. These services include, inter alia, insurtech, microfinance, robo-advisory, artificial intelligence, mobile applica - tions and digital platforms. In July 2023, the CBE issued regulations regarding the licensing and regulatory framework for digital banks in Egypt, which shall effectively allow for the establishment and operation of digital banks, in an effort to support innovation and transformation of the digital economy, while representing an important step in aligning with global developments in the financial technology industry. Furthermore, in January 2024, the FRA issued Decree No 268 of 2023 regarding the rules and procedures for the establishment and licensing of emerging finan - cial technology companies to engage in non-banking financing activities. The Decree applies to a variety of non-banking financing activities, including, inter alia, real estate financing, consumer financing and factor - ing. The Decree stipulates the conditions required to enable the incorporation of a non-banking financing company, as well as the procedures for obtaining the required licence to engage in those activities. Additionally, in November 2024, the FRA issued Decree No 163 of 2024 regarding the establishment and operation of the testing platform of the FRA in accordance with the Fintech Law, which stipulates that the FRA shall establish a regulatory testing plat - form or sandbox within which licence applicants for non-banking financial activities can test their fintech products in a live regulatory environment with real consumers for a period of time in preparation for pro - viding them to clients, under the supervision and over - sight of the FRA. Accordingly, the Decree has estab - lished the aforementioned testing platform, allowing start-ups practising non-banking financial activities to test their fintech for the purpose of supporting and facilitating the entry of smart start-ups into the market, enhancing regulatory understanding of fintech, and
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