We are pleased to share our latest report highlighting the laws and decrees issued in the second quarter of 2024.
To access the report, click on the attachment below.
If you are interested in acquiring a copy of the legislation and keen on remaining up to date with the most recent laws and decrees, sign up here.
We are pleased to share our most recent report highlighting the critical decisions issued by the Board of Directors of the Financial Regulatory Authority (FRA) during the first half of 2024.
To access the first issue, click on the attachment below.
The Egyptian General Authority For Investment (GAFI) has released a new guide detailing the legislative framework for protecting minority shareholders in Egyptian companies. Key points include:
Read the full guide here.
Overview
Egypt has recently launched its first regulated Voluntary Carbon Market (“VCM”) through a statement made by the Minister of Planning and Economic Development (the “MOPED”). This significant milestone marks a key step in Egypt’s efforts towards environmental and economic sustainability. Notably, this development follows the issuance of prime ministerial decree no. 4664 of 2022 (the “Decree”) on 13 August 2024, which amends the Executive Regulations of the Capital Markets Law, consequently establishing a voluntary market for trading carbon emission reduction certificates (“CERC”) in the Egyptian Stock Exchange (the “EGX”).
The launch of the first VCM in Egypt aligns with the recommendations outlined in the “Sharm El-Sheikh Guide for Fair Finance”, which was introduced during COP27, as well as Egypt’s Vision 2030 and the National Climate Change Strategy 2050. To support this initiative, Egypt is implementing the Joint Capital Market Program (J-CAP) in collaboration with the World Bank, aiming to support the development of the local financial market into a regional hub for VCM.
Additionally, the MOPED is enhancing its partnership with the World Bank’s Transformative Carbon Assets Fund (TCAF) to reduce carbon emissions through the “Nouwfi” program. Furthermore, the MOPED is cooperating with the European Union via the Technical Assistance and Information Exchange (TAIEX) mechanism to obtain technical support for the carbon border adjustment mechanism. Importantly, trading carbon credits is estimated to reduce the global cost of implementing nationally determined climate contributions by USD 250 billion by 2030.
Legal Framework
Egypt has demonstrated a strong commitment to establishing a regulated VCM through recent actions by the Financial Regulatory Authority (the “FRA”) and the EGX. The following regulations constitute the current legal framework around the VCM:
1. The Decree:
The Decree mandates the creation of a VCM platform within the EGX, designed for trading CERC. CERC are considered tradable financial assets representing reductions in greenhouse gases (“GHG”). They are issued to entities that implement projects aimed at reducing GHG emissions, subject to approval by the concerned authorities. Each CERC will correspond to the reduction of 1 (one) metric ton of carbon dioxide.
2. FRA's Regulator Framework:
3. EGX’s Trading Rules:
4. Additional Measures:
We are pleased to announce ADSERO’s contribution to the Chamber's Overview on Banking & Finance 2024.
This comprehensive overview explores Egypt’s digital transformation strategy in the banking sector, highlighting key regulatory reforms and the shift towards a cashless economy.
Contributors to this article are Hossam Gramon, Partner and Head of Banking & Project Finance, Karima Seyam, Senior Associate, and Nour El Kholy, Junior Associate.
Read our overview here.
We acted as local counsel regarding Egyptian law for the European Bank for Reconstruction and Development(EBRD) on signing an extension loan agreement of EGP 341 million with Abou Ghaly Motors (AGM). This loan will support AGM in acquiring up to 100 Range-Extended Electric Vehicles to be operated as private taxis under the company's London Cab Egypt services.
AGM's new fleet will drive the company's growth along a more sustainable path, encouraging a cleaner, eco-friendly mode of transport in Egypt. This effort will help lower CO2 emissions and reduce air pollution while addressing the increasing need for safe, inclusive, and high-quality transportation across the country.
Our team was led by Hossam Gramon, Partner, and Karima Seyam, Senior Associate, assisted by Aya Badr, Associate, and Junior Associates Mostafa Khaled and Nour Osama.
Congratulations to Ahmed Farahat, Principal Counsel at EBRD; Hana Khaled, Associate Director at EBRD; Nada El Shafei, Principal Banker at EBRD; Suraya Eltawil, Associate Legal Counsel at EBRD; Melody Khouzam, Analyst at EBRD.
We would like to congratulate our client EBRD and Mr Mohamed Abou Ghaly, Senator and Board Member at AGM.
For more information, check out EBRD's News coverage here.
We advised the Egypt Education Development Fund Company – a joint venture (JV) established by The Sovereign Fund of Egypt (TSFE) and the Universities Support and Development Authority (USDA) – on partnering with Al Ahly CIRA for Educational Services (Al Ahly CIRA) - a JV established by Al Ahly Capital Holding (ACH) and CIRA Education - to establish a new company to develop four universities in Egypt (including branches of prestigious global and technological universities).
The partnership between Egypt Education Development Fund Company and Al Ahly CIRA aligns with Egypt’s 2030 vision and national strategies to enhance higher education quality and competitiveness. It supports the 2024-2025 Economic and Social Development Plan, which focuses on education aligned with labour market needs, increasing international student enrollment, and promoting sustainable development, innovation, and socio-economic growth.
Our team was led by Mohamed Abdelgawad, Partner, and Ahmed Adib, Partner, who handled the part related to the shareholders’ agreement, along with Ehab Fedaa, Partner, Hussien Moustafa and Malak El Alfi, Associates, who managed the work related to the incorporation of the Egypt Education Development Fund Company.
Congratulations to Ayman Soliman, Ihab Rizk, Kamal Tarek, Ramy Hanna, and Amr Shaker from TSFE on this achievement.
Congratulations to the talented teams at CIRA Education and ACH.
Pleased to have worked on this transaction alongside Amr Namek and Rana Hegazy from Al Tamimi, the legal advisor of Al Ahly CIRA.
For more information, check out TSFE's coverage here.
On 1 April 2024, the Ministry of Communications and Information Technology issued decree no. 250 of 2024 (the “Decree”) to introduce a new Chapter Nine titled “Registered Email Service” under the executive regulations (the “Postal Law ER”) of the postal system law no. 16 of 1970 (the “Postal Law”).
This Decree marks a significant milestone in aligning legislation with technological advancements, particularly concerning the exchange of documents, notifications, warnings, and the legal recognition of email in civil and commercial evidence.
The Decree was published in the Official Gazette on 4 June 2024 and came into effect on 5 June 2024.
Key Definitions
The Decree introduces several key definitions as follows:
1. Email means an exchange of electronic messages to a specific address between multiple natural or legal persons via an information network or other electronic connection means using computers or similar devices, and whether or not the Email includes attached documents or files”.
2. The Registered Email Service (the “Service”) means the electronic service established and registered through the National Postal Authority (the “Post Authority”), which is solely responsible for providing the Service to facilitate the secure and reliable exchange of electronic messages.
3. The Electronic Postal Seal (the “Certificate”) means a series of evidence stored by the Post Authority to support the occurrence of an electronic event involving specific content at a defined date and time between specified parties.
This Certificate enables the legal recognition of electronic exchanges via a public entity, enhancing their credibility and evidentiary strength in civil proceedings.
4. User and Subscriber. The Decree defined both terms, and they each refer to any natural or legal person with full legal capacity who registers for the Service and owns a registered Email account. However, a user can only receive ordinary, registered, and registered acknowledgement of receipt Emails (“User”). At the same time, a subscriber can also send messages to all registered Email Users and use the Digital Vault Service (“Subscriber”).
5. Digital Vault means a real-time service for the Subscriber to collect digital documents from governmental and non-governmental entities. It electronically seals these documents to ensure their integrity and validity before sending them to any other entity that requires them to complete any legal, commercial, or service transactions.
Key Provisions
The Postal Law ER include important provisions such as:
1. The Post Authority’s Exclusive Competency and Service Components:
The Postal Law ER stipulates that the Post Authority exclusively provides, develops, operates, and manages the Service in Egypt according to technical standards ensuring electronic trust. The Service includes:
2. Validity of the Service:
The Postal Law ER explicitly states that the Service has the same legal effects, validity, and acceptance in legal procedures as evidence given to both the registered mail and registered mail with acknowledgement of receipt, taking into consideration the special nature of the Email messages, for the Post Authority to ensure the following steps:
3. The List of Notifications Included within the Service for Authentication Purposes:
The Postal Law ER enlists notifications and guarantees for authenticating the time and date of sending and receiving data as follows:
The Service’s Legal Effect and Operational Standards
Regarding the Validity of the Service under section 2, the Service can be used when the law requires actions or correspondence via registered mail with acknowledgement of receipt, achieving the same legal effect in civil and commercial evidence.
Finally, the Postal Law ER provides that the Post Authority shall undertake the following:
ADSERO Notes
This Decree represents a significant leap in evidence law in civil and commercial matters, facilitating transactions and preventing evasion by proving receipt and knowledge. It revives the provisions of the E-Signature Law, ensuring the legal validity of electronic writing and documents if technical and legal standards are met, particularly in determining the time and date of creation.
The Post Authority is awaiting the issuance of technical and operational standards, as well as subscription and registration rules, to implement the Decree fully.
Future Considerations
These new regulations pose several questions, and the regulators’ practice and interpretation of the new regulations are needed to identify their impact. The reference to E-signature among the Post Authority’s exclusive competence relating to registered Email services is not clear on the authority to issue or authorise the use of E-signature in this context versus E-signatures regulated under the E-Signature Law that falls within the Information Technology Industry Development Agency’s (ITIDA) competence.
The implications of these regulations on existing Email services with different features that are already operating in the market are unclear. The regulations do not address a mechanism for licensing third-party service providers. The actual value of these regulations awaits testing before Egyptian courts.
We have to observe the court’s reception of these regulations and its practice of accepting Emails in evidence.
We are pleased to announce that ADSERO has been recognised as a “Recommended Firm” for the second consecutive year by the IFLR1000 EMEA 2024 rankings.
In addition, we are proud to share the individual rankings:
- Hossam Gramon, Partner and Head of Banking & Project Finance has been recognised as “Highly Regarded” in the “Banking” and “Project Finance” practice areas for the seventh consecutive year.
- Karima Seyam, Senior Associate, has been recognised as a “Rising Star” in the “Banking” practice area for the fifth consecutive year.
We extend our gratitude to our clients for their continued trust and congratulate our dedicated team.
We also extend our warmest congratulations to all those ranked and recommended in this year’s rankings.
To view our full rankings, click here.
We are proud to announce that ADSERO - Ragy Soliman & Partners has acted as the Egyptian Local Counsel to Telecom Egypt (TE), the country's full-service telecom operator, on a USD 200 million loan extended by Banque Misr UAE as Lender, Mandated Lead Arranger, and Facility Agent.
Our team was led by Hossam Gramon, Partner; Karima Seyam, Senior Associate; Aya Badr, Associate; and Junior Associates Nour Osama and Mostafa Khaled.
We had the pleasure of working alongside our esteemed colleagues at Reed Smith LLP, the International Counsel to TE, Khaled El Bialy, CEO at Banque Misr UAE, Khaled Nabil, Head of Wholesale Banking Group at Banque Misr, UAE, Addleshaw Goddard, Dubai, the International Counsel of Banque Misr, UAE and Shalakany, Local Counsel to Banque Misr, UAE.
Congratulations to our client TE and all the talented teams involved in continuing this transaction's success.
For more information, check out TE's coverage here.
Highlights
On 21 May 2024, the Prime Minister issued decree no. 1670 of 2024 regarding the allocation and pricing of industrial lands (the “Decree”), as the validity period of the prices specified in the Prime Minister’s decree no. 3308 of 2022 (the “Previous Decree”) expired on 22 September 2023. The Decree sets forth the regulations governing the disposal of industrial lands through ownership or usufruct in accordance with the prices stipulated in the Decree itself.
Furthermore, in contrast to the Previous Decree, this Decree details the payment mechanism for the land value.
Scope of Application
The Decree assigned to the committee established by virtue of the Prime Minister’s Decree No. 2067 of 2022 the power to allocate the industrial lands referred to in the Decree (the “Industrial Lands”) to investors, after they have fulfilled the required documents, in accordance with the following regulations:
A. Ownership:
B. Usufruct:
It is permitted for those who have been allocated Industrial Lands to transition from the usufruct system to the ownership system subject to certain conditions, including the elapse of at least 5 (five) years from the establishment of the project and full payment of the land’s price after reassessment at the full market price, deducting what has already been paid for the usufruct right.
Finally, the prices stipulated in the Decree shall apply to contracts concluded within 1 (one) year from 23 September 2023. The prices specified in the Previous Decree shall continue to apply to allocations made prior to the enforcement of this Decree and to previous allocation requests submitted under the fifth investment map release, which have not yet been decided upon.
Objectives
This Decree aims to facilitate the expansion of current industrial zones and the allocation of land for new projects across different governorates, thereby fostering investment and attracting investors.
It aligns with the government’s broader objectives to promote industrial ventures, enhance the investment environment, and offer additional incentives to attract domestic and foreign investments.
For the fourth consecutive year, we are thrilled to announce that ADSERO has been certified as a scheme member recognised by The Law Society of England and Wales. Additionally, ADSERO remains the only law firm in the MENA region awarded the Lexcel accreditation.
The Law Society is the independent professional body for solicitors. Lexcel is their legal practice quality mark for client care, compliance, and practice management.
To learn more about Lexcel, click here: https://lnkd.in/dzsJmDrG
Highlights
During the Cabinet’s meeting held on May 15, 2024, His Excellency Minister of Justice Omar Marwan announced that strict measures had been taken to regulate the sale, in foreign currency, of real estate to foreigners. It was announced that circular no. 41 (the "Circular") was issued on March 25, 2024, by the Real Estate Registration and Notarisation Authority to all its offices, branches, and general departments. The Circular requires that the purchase price of any real estate sold to a foreigner be transferred from abroad in foreign currency to a local bank in Egypt.
Scope of Application
The Real Estate Registration and Notarisation Authority issued Technical Publication 8 (the “Publication”) and the Circular, which entered into force on March 26, 2024, stipulating that Foreign Property Applicants (the “Applicants”) are required to provide evidence that the purchase price, as specified in the sale agreements concluded on or after March 26, 2024, was transferred from abroad in a foreign currency to one of the banks authorised by the Central Bank of Egypt (the “CBE”).
Additionally, the Publication instructs Notary Public officials to forward a copy of all documentation to the Real Estate Ownership Affairs for Non-Egyptians’ Office.
The Circular imposes further controls on the purchase prices specified in sale agreements that require notarisation, as follows:
The Circular prohibits all Notary Public offices from notarising any agreements until all the Applicants have complied with the provisions outlined in the Circular.
Objectives
The above comes in light of the Egyptian government’s approach to mitigate currency fluctuations, invigorate the local market and increase foreign currency reserves by exporting real estate in Egypt and offering rental and ownership of residential units in foreign currency to foreigners and Egyptian expatriate investors. Such approach includes a set of incentives encouraging potential customers and buyers, including residency programs in Egypt.
The requirements set by the Publication and Circular mentioned above provide a regulated real estate portfolio for foreigners and investors through a facilitated and documented process. They also support the CBE’s aim of ensuring the soundness of the monetary and banking system, as well as the stability of prices within the framework of Egypt’s general economic policy.
We are proud to be supporting The Distinguished Gentleman’s Ride (DGR), an initiave dedicated to raising awareness and funds for men's health issues, particularly prostate cancer and men's mental health.
Globally, prostate cancer is the second most prevalent cancer among men, with 1.4 million new diagnoses annually. Currently, over 10 million men globally are living with or have survived a prostate cancer diagnosis. Funding from DGR has supported Movember, the official charity partner, in conducting biomedical research that advances new tests and treatments, especially for men with high-risk forms of the disease.
On Sunday, May 19th, riders from (DGR) worldwide will come together to raise awareness for prostate cancer and men's mental health, on behalf of Movember. In solidarity with all men affected by prostate cancer or mental health issues, we are honored to support this meaningful initiative for healthier, happier lives.
To learn more about DGR, click here.
Thank you, Stefania Schito, Group General Counsel at Ora Developers and DGR's top fundraising female, ranking among the highest fundraisers worldwide, for inviting us to be part of this meaningful initiative
If you would like to support this meaningful initiative, click here: here.
We acted as lead legal counsel to A15, an early-stage venture fund that invests in pre-seed and seed rounds of start-ups in the MENA region, and the founding shareholders of Link Development, a leading global technology solutions provider, on the sale of a controlling stake to Beyon Solutions, part of the Beyon Group.
Our team was led by Ragy Soliman, Managing Partner; Ahmed Adib, Partner; and Hana Awad, Senior Associate, assisted by Alia Monieb, Partner; Farida Banany and Neamat Amin, Managing Associates; Farida Farid Banoub, Associate; and Abdelrahman El-Sherief and Salma Soliman, Junior Associates.
Congratulations to Karim Beshara, Managing Partner of A15, a major shareholder in Link Development; Bassem Raafat, Principal at A15; Noha Sharaf, General Counsel of A15; Hesham El-Beih, CEO of Link Development; Asser Ramadan, CCO of Link Development; Ossama Said, COO of Link Development; and Ayman Nashaat, CFO of Link Development, on this achievement.
Congratulations to Mikkel Vinter, CEO of Beyon Group and Chairman of Beyon Solutions; Shaikh Mohamed bin Khalifa Al Khalifa, CEO of Beyon Digital; and Nick Toon, CEO of Beyon Solutions.
Pleased to have worked alongside Isa Alsabea, Sawsan Khalil, Miguel-Angel Fuentes, and Nicolas Di Vara from Beyon Solutions; Federico Membrillera Galiana, Jacopo Pichelli, and Alfonso Aguilar Vazquez from FTI Consulting, the financial advisors; Paul Wynne, Christopher Fenn, and Tinille Soupen from Hadef & Partners, the UAE counsel of A15, as well as Richard Catling, Yanal Abul Failat, and Anna Robinson from Al Tamimi & Company Dubai team, the legal advisors of Beyon Solutions.
For more information, check out Link Development’s news coverage here.