FRA Resolution No. 46 of 2025 on New Delisting Rules

On February 17th, 2025, the Financial Regulatory Authority (the “FRA”) adopted Resolution No. 46 of 2025 (the “Resolution”), amending FRA Resolution No.11 of 2014 regarding the Listing and Delisting rules on the Egyptian Stock Exchange (the “FRA Listing/Delisting Rules”).

The Resolution revokes the authority of a listed company’s Board of Director to decide on the voluntary delisting of the company’s shares, granting this authority to the company’s extraordinary general shareholders’ assembly meeting (“EGM”).

Moreover, Article 55 of the FRA Listing/Delisting Rules, which provide the voluntary delisting requirements, has been amended by the Resolution to entail the main following requirements:

• A disclosure report (the “Disclosure Report”) that shall be prepared to specify the justifications for the voluntary delisting to be approved and certified by a board of directors meeting (the “Board Meeting”).
• An EGM shall be held within a period of one (1) week from the date of publishing the Disclosure Report to approve the voluntary delisting and to purchase the shares of the shareholders affected with the voluntary delisting (the “Affected Shareholders”).
• The company's EGM shall approve the delisting of the company's shares and the purchase of the shares of the Affected Shareholders by a majority of at least seventy-five (75) percent of the shares present at the meeting.
  However, in the event that the FRA determines that one or more shareholders, either individually or through related parties, exercise control over the resolutions of the EGMs of the company seeking to delist its shares, the voting quorum on the voluntary delisting resolution shall be subject to the following:
  • Approval by at least seventy-five (75) percent of all shares present at the EGM.
  • Approval by a majority of free float shares present at the EGM, excluding the major shareholders and their related group.
• 4. The voluntary delisting resolution approved by the company’s EGM shall include provisions for purchasing the shares of the Affected Shareholders offered at the highest of the following values:
  • The highest closing price recorded during the month preceding the Board Meeting to hold the EGM to delist the company’s shares;
  • The average closing prices of the company’s shares during the three (3) months preceding the date of the Board Meeting; or
  • The fair value of the delisted shares determined by an independent financial advisor registered with the FRA.
• 5. The company shall submit the delisting documents to the EGX within five (5) business days from the date of the aforementioned EGM resolution, while the delisting of the company’s shares shall be completed within a maximum of twenty (20) business days from the date of fulfilling the delisting documents required by the EGX.