2022-01-01

Financial Regulatory Authority Board Decision No. (68) of 2022

The Financial Regulatory Authority (FRA) issued Board Decision No. 68 of 2022 to amend Decision No. 94 of 2018 by adding Article 9, which establishes a framework for executing share transfers in startups through convertible instruments. The decision mandates that the Central Depository and Registration Company for Securities may act as an Escrow Agent to facilitate these transfers on the Egyptian Stock Exchange, subject to FRA approval and proof of deposited transaction values in a Central Bank-supervised bank. It further requires the Authority to define the necessary conditions for such ownership transfers and stipulates that the decision takes effect upon publication in the Egyptian Gazette.

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Financial Regulatory Authority

FINANCIAL REGULATORY AUTHORITY


Chairman of the Authority

Board Decision No. (68) of 2022 dated 16/3/2022

Amending Board Decision No. (94) of 2018
Regarding the Rules and Procedures for Trading Unlisted Securities on the Egyptian Stock Exchange and Transfer of Ownership Procedures

Board of Directors of the Financial Regulatory Authority

Having reviewed the Capital Market Law issued by Law No. (95) of 1997 and its amendments;
Having reviewed the Central Depository and Registration Law for Securities and Financial Instruments issued by Law No. (93) of 2000 and its amendments;
Having reviewed Law No. (10) of 2009 regulating supervision over non-banking financial markets and instruments;
Having reviewed Board Decision No. (94) of 2018 regarding the rules and procedures for trading unlisted securities on the Egyptian Stock Exchange and transfer of ownership procedures;
And after approval by the Board of Directors in its session extending from 16/3/2022 to 22/3/2022;

It has decided

(Article One)

A new Article No. (9) is added to the rules and procedures for trading unlisted securities on the Egyptian Stock Exchange and transfer of ownership procedures under Board Decision No. (94) of 2018, as follows:

Article (9): Cases for executing share transfer operations in accordance with shareholders' agreements of startups

In the event that venture capital companies and entities investing in startups through convertible instruments (Convertible Instruments) which may lead to signing agreements with startup shareholders and entail executing share transfer operations for those companies after a specified period in accordance with the agreement between parties, the Central Depository and Registration Company for Securities may conclude an agreement acting as Escrow Agent to ensure the execution of ownership transfers on the Stock Exchange.
The Authority shall set the necessary conditions and requirements for executing the aforementioned ownership transfers in paragraph one of this Article.


And it is required - after obtaining the Authority's approval - the aforementioned ownership transfers to be subject to providing a document evidencing the deposit of transaction values in one of the banks supervised by the Central Bank of Egypt.

(Article Two)

This decision shall be published in the Egyptian Gazette and on the websites of the Authority and the Egyptian Stock Exchange, and shall take effect from the day following its publication in the Egyptian Gazette.


Chairman of the Board of Directors
Dr. Mohamed Omran

46076


Smart Village, Building 136, Giza, Egypt
Postal Code: 110
Telephone: +202 3544530
Fax: +202 35370036
WWW.FRA.GOV.EG

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