Egypt Financial Regulatory Authority revises Egyptian Exchange listing and delisting rules introducing SPAC provisions and tighter voluntary delisting safeguards

The Egypt Financial Regulatory Authority issued Board Decision No. 46 of 2025 amending the Egyptian Exchange’s securities listing and delisting rules, introducing a more detailed regime for special purpose acquisition companies (SPACs) and updating requirements for SMEs moving to the main market, voluntary delistings, and several corporate actions and disclosure processes. For SPACs, the amendments allow share listings in foreign currencies where the company’s capital is denominated in a foreign currency, and align definitions of qualified investors and financial institutions to the framework referenced in Board Decision No. 177 of 2024. The acquisition toolkit is expanded to include acquisitions by merger alongside share-swap or credit-balance mechanisms. Founder lock-up is set at 100% of founders’ shares in the original capital for two financial years and extends to subsequent cash capital increases where founders subscribe, while a separate 51% retention requirement applies to founders and board members of the SPAC and to board members and managers of acquired companies where they subscribe in a capital increase in exchange for their shares. Public trading conditions are eased by allowing trading after completion of the disclosed acquisition(s) once minimum shareholder and free-float thresholds are met via a prospectus or information memorandum and six-month financial statements meeting the required financial standards are published, replacing a prior requirement tied to two financial years of annual financial statements. For SMEs transferring to the main market, founders and principal shareholders are exempted from continuing a three-year retention requirement once the shares are moved to the main market. Voluntary delisting is tightened and accelerated through a maximum 25 working day period to complete final delisting and buy out affected shareholders from the date of the general assembly decision, with daily purchases permitted under exchange rules, and a requirement to submit delisting documents to the exchange within five working days, with completion of delisting within a maximum of 20 working days from document completion at the exchange. Where a controlling shareholder seeks voluntary delisting, approval must include both 75% of total attendees at the meeting and a separate majority of minority shareholders present (50%+1). The amendments also remove the board’s ability to decide on voluntary delisting for companies where a tender offer has resulted in the controlling shareholder exceeding 75%, returning the decision to the general assembly. Additional changes introduce requirements for mergers where a listed company absorbs an unlisted company whose net asset value exceeds the listed company’s market value, set quantitative and qualitative criteria for approving disclosure reports linked to stock splits, extend asset-disposal controls to disposals of holdings in other listed companies and require valuation based on consolidated financials where available, clarify the responsible valuers by asset type, shift handling of disclosure reports for employee reward and incentive schemes to the Authority instead of the exchange, and require disclosure reports for specified actions to be submitted to the Authority within two working days and followed by a general assembly call within one week of publication of the Authority-approved report.