[Last updated: 1 January 2024, unless otherwise noted]
For a foreign issuer to list its securities in Egypt for the first time, the listing process would generally involve both the EGX and FRA and coordination with Misr for Central Clearing, Depository and Registry (MCDR).
The original EGX listing application typically requires submission of a number of documents and attachments, including:
- The address of the headquarters and all branches of the issuer, whether in Egypt or abroad.
- Proposal for the public offering approved by the issuer's legal representative, setting out the targeted timeline to implement the offering, and the ownership structure (before and after the offering).
- Ownership structure specifying the shareholders owning 5% or more of the issuer, its parent, affiliates or subsidiaries.
- Statement specifying the names of the members of the board of directors of the issuer and their roles (such as, executive, non-executive, independent), and names and positions of the executives who may have access to inside information of the issuer, its holding company, affiliates or subsidiaries, and provided that the number of independent directors is not less than two.
- Statement specifying the insiders of the issuer and their unified code number.
- Statement specifying the sub committees of the board of directors, its functions and members, in particular the audit committee.
- Statement certified by the issuer's legal representative specifying all mortgages over the issuer's assets and key information of same.
- Summary of contracts with a value equal to or exceeding 5% of the issuer's revenue of the preceding fiscal year, to which the issuer or any related company is a party to, as well as a summary of any contracts or agreements between the issuer or any of its related parties or affiliates and any of its shareholders owning 5% or more, or any board member or manager with an executive role, including related party agreements.
- Declaration by the issuer that all contracts and agreements with its shareholders, board members, or executive managers are in compliance with applicable laws, as well as the procedures and requirements followed by the issuer in its dealings with third parties.
- Statement certified by the legal representative of the issuer specifying the name, address, and the investors' relations' contact details.
- Statement certified by the legal representative of the issuer specifying the pending litigation that may affect the issuer's financial position, and the status of such cases.
- Report issued by the issuer's auditor on its tax status in accordance with applicable tax laws.
- Certain forms and undertakings as may be required by the EGX.
- The issuer requesting registration of its shares or certificates of deposit undertaking to amend its articles of association if it includes allocating specific seats to specific entities or shareholders, in order to comply with the result of the offering and the entry of new shareholders.
- A declaration approved by the legal representative of the issuer stating that (i) no judgments have been issued against any of the members of the board of directors during the preceding five years for which criminal penalties have been handed down, unless the sentence in question has been carried out and three years have since passed, or (ii) no member of the Board of Directors has been repeatedly accused of committing serious violations of the Capital Market Law during the last three years, except where innocence can also be shown to have been established.
- An undertaking from the issuer to disclose to the FRA and the EGX if anything stipulated in the previous bullet point occurs or has occurred and to replace those responsible within the time limit specified by the FRA with another who meets the prescribed conditions.
Certain additional documents or requirements may be requested by the EGX or FRA, as the case may be.
Process of submitting the EGX listing application
The EGX listing process would typically include the following steps:
- The legal representative or listing agent of the issuer would proceed with submitting the listing application to the EGX and in turn receive a list of the documents and forms required.
- The EGX publishes the notice of the listing application on the EGX website and EGX daily newsletter for five business days.
- The legal representative of the issuer signs a contract with the EGX setting out the rights and obligations of the parties.
- The legal representative of the issuer shall proceed with payment of the listing fees and applicable service fees and financial statements publication fees.
- The listing application is presented to the listing committee at the EGX after satisfaction of all required documentation.
The listing committee at the EGX notifies the issuer with its decision, and in case of an approval, it would further notify the relevant authorities and include the securities on the EGX database in accordance with the dates specified in the listing committee's decision. Once the issuer is listed on the EGX, it is afforded a period of six months to fulfil the conditions of going public, and launch its local public subscription notice.
Timetable
The following is a fairly typical process and timetable for a listing of a foreign issuer on the EGX via underwritten public offering in Egypt.