Overview

Egypt’s Financial Regulatory Authority (the “FRA”) and the Egyptian Exchange (the “EGX”) have, over the past several months, introduced a series of reforms intended to widen the pool of companies able to access the public markets and to sharpen governance standards for those that do. Together with a new tax incentive package for newly listed issuers, these changes are prompting renewed interest from private groups, including those structured through offshore holding vehicles, in evaluating a listing on the EGX.

This article summarises the recent changes, the core listing requirements issuers should be prepared to meet, the particular considerations that arise for groups held through a foreign holding company, and the regulatory framework now available for special purpose acquisition companies (the “SPACs”).

1. Recent Changes to the Listing Framework

On 10 February 2026, the FRA Board issued Decree No. 26 of 2026, amending the rules governing the listing and delisting of securities on the EGX (the “Listing Rules”). Companies were given three (3) months from issuance to align with the new requirements. Among the more significant changes: 

• board elections at listed companies must now be conducted by cumulative voting, in a single round; 

• listed companies must implement a formal process for evaluating the performance of their board of directors (“BoD”) and adopt electronic accounting systems; 

• non-executive BoDs must be constituted into committees responsible for oversight of board appointments and remuneration; 

• the rules governing mergers between listed and non-listed companies, the listing of newly formed companies, the documentation required for capital increases, and the registration of persons controlling a company’s capital have been clarified and, in several respects, tightened; 

• enhanced due diligence is now required in connection with the sale of shares in listed companies; and 

• the EGX has been given expanded monitoring powers, including the ability to postpone a listing where irregularities are identified. 

These governance-focused amendments sit alongside a separate package of fiscal incentives announced in the first quarter of 2026. Newly listed companies that maintain their listing and meet annual revenue growth conditions are eligible for a tiered reduction in corporate income tax: 30% (thirty per cent) in the first year following listing, 20% (twenty per cent) in the second, and 10% (ten per cent) in the third. This is in addition to a waiver of capital gains tax on stock transactions, applied retroactively to June 2023 and replaced prospectively by a stamp tax on transactions. Eligibility for the tax measures is conditioned on compliance with the FRA’s listing and disclosure requirements, including quarterly reporting. 

2. Core Listing Requirements

Subject to the amendments summarised above and to specific exemptions discussed below, a company seeking a primary listing of its shares on the EGX should generally be prepared to satisfy the following: 

• issued and paid-in share capital of not less than EGP 100,000,000 (one hundred million Egyptian pounds), with minimum profit of 5% (five per cent) before taxes; 

• audited financial statements for two (2) full consecutive financial years, prepared under “Egyptian Accounting Standards”, audited by an FRA-registered auditor and approved by the general assembly; 

• a minimum free float offered at listing equal to 25% (twenty-five per cent) of the company’s shares (or a smaller percentage tied to total EGX free-float capital, subject to a floor of 10% (ten per cent) of the company’s shares), and no fewer than five million (5,000,000) shares listed; 

• at least three hundred (300) shareholders following the offering, with free float maintained thereafter at no less than 10% (ten per cent) of the company’s shares, subject to a reduced floor in defined cases; and 

• pre-registration with the FRA as the first procedural step, followed by submission to the EGX and a public subscription notice approved by the FRA, generally within one (1) month of pre-registration, in practice those two steps are combined in one approval issued by the FRA; 

The Listing Rules provide targeted exemptions from certain of these requirements, most notably the profitability and track-record criteria, for small and medium-sized Egyptian companies and for companies established by public subscription that have not yet published two (2) years of financial statements. Given the pace of recent amendments, the precise numerical thresholds and exemptions applicable to a given issuer should be verified against the FRA’s and EGX’s current rules at the time of application. 

3. Groups Structured Through a Foreign Holding Vehicle

A number of prospective issuers we advise operate their Egyptian business through an offshore holding structure above one (1) or more Egyptian operating companies. The Listing Rules are calibrated to Egyptian juridical persons, and the route available to foreign-incorporated issuers is narrow: secondary listings of foreign securities are permitted only where the issuer is already listed on a recognised foreign exchange, and in practice only a small number of foreign companies have listed on the EGX to date. For a group whose ultimate holding company is offshore and whose primary listing candidate is its Egyptian business, a pre-listing reorganisation will generally be required to interpose or elevate an Egyptian joint stock company (S.A.E.) as the entity to be listed, with the operating subsidiaries held beneath it. That reorganisation typically needs to address, among other matters: the mechanics and sequencing of transferring or contributing the offshore holdco’s interests into the new or existing Egyptian listing vehicle; unwinding or restructuring intercompany financing, guarantees and related-party arrangements between the offshore holdco and the Egyptian operating companies so that the listing entity presents a clean, auditable ownership and financing history for the two (2) years of financial statements required; foreign exchange, capital repatriation and, where relevant, golden share or strategic-sector approval considerations; and the corporate governance changes introduced by the February 2026 amendments described above, including cumulative voting, non-executive committees, and disclosure architecture. Tax structuring implications of any such reorganisation should be considered separately with the client’s tax advisors. 

4. SPACs

Egypt has had a SPAC framework in place since 2021, refined by FRA Board Decree No. 140 and 148 of 2024, which govern the licensing of SPACs as a form of venture capital company and the listing and trading of their shares on the EGX. The framework offers an alternative route to listing for groups or sponsors seeking to bring a target company to market without a conventional initial public offering (“IPO”). Key features include: 

• a SPAC is licensed as a venture capital entity whose sole purpose is to raise capital through an IPO to subsequently acquire, or acquire a controlling stake in, a target company; 

• a SPAC must submit its request to list on the EGX within one (1) month of obtaining its FRA licence, failing which the licence lapses; 

• following registration of its shares with the EGX, the SPAC must complete a capital increase, offered to qualified private investment in public equity investors by private subscription, within three (3) months, bringing issued capital to not less than EGP 100,000,000 (one hundred million Egyptian pounds); this offering benefits from exemptions from certain standard listing requirements given the nature of the vehicle; 

• pending completion of an acquisition, the SPAC’s funds may only be held on deposit with an Egyptian bank or invested in low-risk, liquid instruments; 

• the SPAC’s extraordinary general meeting must approve the acquisition of a target within a defined window, generally within six (6) months of listing, extendable in limited circumstances, failing which the SPAC’s shares may be delisted, and the acquisition itself must be completed within two (2) years of listing; and 

• the target company must generally satisfy the EGX’s own listing requirements to be acquired by a SPAC, save that startups and companies operating in technology, innovation and digital fields benefit from exemptions from specified listing-rule provisions, reflecting the FRA’s stated aim of using the SPAC structure to widen access to the market for high-growth, early-stage businesses. 

For sponsors and groups exploring a SPAC as a route to listing an Egyptian target, including a target currently held through a foreign holding structure, the restructuring considerations outlined in the preceding section will typically need to be addressed in parallel with the SPAC’s own acquisition timeline and shareholder-approval process. 

5. How ADSERO Can Help

ADSERO’s Capital Markets team advises issuers, sponsors, underwriters and controlling shareholders on the full range of EGX listing matters, from pre-listing reorganisations and corporate governance readiness through to prospectus drafting and FRA/EGX engagement. We would be glad to discuss how the changes summarised in this article may apply to a specific group structure or listing timetable. 

The contributors to this publication are  Dr Ziad Bahaa-Eldin, Partner - Head of Financial Regulation and Capital Markets, and Ibrahim ElMessery, Counsel. 

Disclaimer: This publication is provided by ADSERO – Ragy Soliman & Partners for general informational purposes only. It does not constitute legal advice and should not be relied upon as such. No attorney-client relationship is created by the circulation or receipt of this publication. The content is limited to Egyptian law as at the date below and does not address tax matters, which should be referred to a licensed tax advisor. Anyone considering a transaction of the kind described should seek specific advice tailored to their circumstances before taking any action.