Region

Jurisdiction

Regulator

2010-01-01

Minister of Investment Decision No. 1 of 2010 Amending Certain Provisions of the Executive Regulations of the Capital Market Law No. 95 of 1992

The Egyptian Minister of Investment issued Decision No. 1 of 2010 to amend specific provisions of the Executive Regulations of the Capital Market Law No. 95 of 1992. The amendment replaces the disclosure requirements for issuing companies with updated mandates for cash flow summaries, financial ratios, and auditor reports on future deposits, while adding detailed notification and documentation obligations for non-corporate legal entities issuing non-equity securities. It further mandates that prospectuses from such entities include manager certifications, central depository settlement records, standardized information forms, explicit powers of attorney, and any additional documents deemed necessary by the Financial Regulatory Authority, with the decision taking effect the day after its publication in the Egyptian Gazette.

Egypt

Financial Regulatory Authority Egypt

Ministry of Investment The Minister Decision Minister of Investment No. (1) of 2010 Concerning the Amendment of Certain Provisions of the Executive Regulations of the Capital Market Law Issued by Law No. 95 of 1992

Minister of Investment: Having reviewed the Capital Market Law issued by Law No. 95 of 1992; and Law No. 10 of 2009 regulating supervision over markets and non-banking financial instruments; and the Executive Regulations of the Capital Market Law issued by Decision of the Minister of Economy and Foreign Trade No. 135 of 1992; and the decision of the Board of Directors of the Financial Regulatory Authority issued during its meeting held on 23/11/2009;

Decided

( Article One ) The following text shall replace the text of clause (z) of Article (4) of the Executive Regulations of the Capital Market Law issued by Decision of the Minister of Economy and Foreign Trade No. 135 of 1992: (z) A summary of cash flow sources, and the liquidity, profitability, and financial structure ratios of the issuing company, along with the auditor's report on future deposits in accordance with Egyptian auditing standards.

( Article Two ) A third paragraph shall be added to Article (7) of the Executive Regulations of the Capital Market Law, and a second paragraph shall be added to Article (44) of the same Regulations, with their text as follows:

Article (7) third paragraph: "Every Egyptian or non-Egyptian legal entity not structured as a company wishing to issue securities other than shares must notify the Authority thereof. The notification must contain the required data and be accompanied by the documents referred to in clause (3) of this Article, in addition to:

A copy of the legal instrument establishing the legal entity and its articles of association or equivalent, as per the latest amendment.
A decision from the legally competent authority to issue the securities at the issuing entity, along with the documents and reports submitted to it regarding this matter.
A statement of funding sources and equity rights according to the latest financial statements.
A statement regarding the maturity of the financial instrument, a summary of cash flow sources, and the liquidity and financial structure ratios of the issuing entity, along with the auditor's report on future projections in accordance with Egyptian auditing standards.
A credit rating certificate for the issuer of the financial instrument, or for the guarantor entity of the instrument (if applicable), provided that the Authority is furnished with the credit rating certificate for the financial instrument to be issued immediately upon submission of the final draft of the public offering prospectus to the Authority. The Authority must be notified of the completion of issuance procedures within fifteen days from the date of completion. In all cases, the Authority reserves the right to exclude any of the aforementioned reports and documents or to request modifications thereto, in accordance with the legal nature of the issuing entity.

Article (44) second paragraph: "In the event that a prospectus is submitted by a legal entity not structured as a company, the prospectus must contain the data stipulated by law and in clauses (b), (c), and (d) of the first paragraph of this Article, in addition to the following: (a) A certificate from the issuing manager confirming that they have obtained all necessary data and information, and that they have exercised the diligence of a prudent person to verify the adequacy and accuracy of the information and statements submitted to the Authority. (b) A statement from the Central Depository and Clearing Company regarding the entity's settlement status for previous issuances, if any. (c) An information form according to the template prepared by the Authority. (d) A power of attorney or authorization issued by the executive official of the entity, specifying the names of the authorized persons to submit and receive documents to and from the Authority. (e) Any other documents that the Authority deems necessary and consistent with the legal nature of the issuer."

( Article Three ) This Decision shall be published in the Egyptian Gazette, and shall take effect from the day following its publication date.

Minister of Investment Dr. Mahmoud Mohieddin Dated: 23/1/2010