الهيئة العامة للرقابة المالية

• Companies seeking voluntary delisting must prepare and publish a disclosure report outlining the reasons for delisting prior to initiating the general assembly process.
• Amending the rules to include fair value as a factor in determining the purchase price for shareholders wishing to sell their shares when a company is voluntarily delisted
• Mandating that companies execute a voluntary delisting at the highest price determined by either the fair value of the share, the highest closing price in the last month, or the average closing price of the company’s shares during the last three months prior to calling the General Assembly
• Listed companies may establish temporary accounts to buy back the shares of shareholders affected by delisting. These accounts will be governed by the same rules as treasury shares.

 FRA’s Board of Directors chaired by Dr. Mohamed Farid, issued Decree No. 181 of 2024, amending some provisions of listing and delisting rules with the aim of providing the greatest protection for investors and enhancing the levels of financial stability in non-bank financial markets and institutions

 According to the new amendments, companies subject to voluntary delisting  are required to purchase the shares of shareholders wishing to sell their shares at the highest of the following values:

• The fair value — determined by an independent financial advisor registered with the Authority;
• The average value of the shares over the three-month period before company’s general assembly is invited to meet to make a decision on delisting;
• The highest closing price in the month before the company’s general assembly is invited to meet to make a decision on delisting.

This Decree is part of the Authority’s ongoing efforts to improve listing and delisting rules and to create a supportive environment for companies. It aims to help companies grow, achieve their goals, and explore opportunities in the non-banking financial sector. The decree also sets a specific time limit for shares in redemption account and delisting accounts, and ensures the protection of other shareholders.

 In addition, the decree stipulates that entities or companies wishing to voluntarily delist their securities must submit an application to the Authority, requesting approval to publish a disclosure report outlining the procedures for calling an extraordinary general meeting to consider the voluntary delisting. This application must be accompanied by supporting documents, including the minutes of the board meeting that approved the disclosure report detailing the reasons for the proposed delisting and the invitation to the extraordinary general meeting.

The decree allows the creation of redemption accounts for SPACs and delisting accounts for listed companies. These accounts will be temporary and will follow the rules set for treasury shares, except for the maximum limit of treasury shares.

It is worth mentioning that Special Purpose Acquisition Companies (SPACs) are venture capital firms created with the sole purpose of merging with or acquiring other businesses. They raise capital through IPO and then use the proceeds to merge with or acquire an appropriate company; they are limited to qualified investors. SPACs are required to complete acquisitions within two years of their listing on the Exchange, adhering to specific regulatory requirements