EGYPT Law and Practice Contributed by: Mohamed Hashish, Farida Rezk, Omar Aboul-Ella and Mariam Rabie, Soliman, Hashish & Partners
such as special rights granted to specific share - holders, different voting rights, or the right to veto decisions in the company. However, in all cases, such rules may not contradict the rel - evant laws in Egypt. 4.4 Dealings in Derivatives Generally, derivatives are not explicitly regulated under Egyptian law. However, Egyptian Capital Markets Law No 95 of 1992 (the “Capital Markets Law” ) provides the regulatory framework for the use and trading of financial instruments, which encompasses derivatives, 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. It is worth noting that in recent years, the FRA has taken steps towards launching a derivatives market in Egypt. In December 2024, Dr Islam Azzam, the vice chairman of the FRA, announced that the FRA is expediting the establishment of the derivatives market in collaboration with the EGX, to mitigate the impact of price fluctuations, enabling businesses of all sizes to hedge against currency and interest rate risks, and to effec - tively manage the risks associated with a diverse range of investment instruments. 4.5 Filing/Reporting Obligations Derivatives are subject to the control and over - sight of the FRA, EGX and ECA. As highlighted above, economic concentrations meeting the stipulated thresholds under the Antitrust Law must obtain the pre-approval of the ECA and/or FRA (as the case may be). 4.6 Transparency In a public tender offer, the file submitted by the bidder to the FRA for the potential offer must
contain specific documents and information, including, inter alia, a memorandum contain - ing certain information such as, inter alia, the objectives/purpose of the bidder with respect to the tender offer and the main aspect of the bidder’s plans for the target company for the 12 months following the successful completion of the transaction. The bidder is required to provide its plans and intentions with respect to, inter alia, any potential restructuring of the target com - pany, any strategies for expansion on a global scale and any sale of shares, and its intentions towards the workers of the target company. In the acquisition of private companies, on the other hand, the shareholder is not required to disclose its purpose or intention for the transac - tion. However, there may be such an obligation depending on the parties’ agreement prior to the execution of the transaction. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal In a public tender offer for shares that are pub - licly listed, the target company or the sharehold - ers of the target company are under obligation to disclose the tender offer as follows: • (a) Disclosure by the target company: The target company shall disclose to the FRA and EGX the potential tender offer immedi - ately upon (i) notification by the bidder of its intention to make a purchase offer, (ii) signing a memorandum of understanding, a letter of intent, an agreement to conduct an exami - nation thereof, or any other binding or non- binding agreements or similar documents, or serious negotiations regarding a potential purchase offer, or (iii) a tangible impact on trading or the price of the shares of the target
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