الهيئة العامة للرقابة المالية

• The process of final delisting and the purchase of shares from affected shareholders will be concluded within 25 business days of the General Assembly’s resolution, facilitating the timely realization of investor rights.
• FRA issues new rules for mergers where unlisted company’s assets exceed listed company’s market value.
• The merged listed company must issue a pre-trading disclosure report and adhere to continued listing and fair value valuation requirements.
• As a condition for participating in capital increase, subscribing shareholders are required to maintain stable ownership for a period of one fiscal year, thereby promoting market stability and safeguarding transactions.
• Shareholders subscribing to the post-merger company’s capital increase must freeze 51% of their shares for at least 12 months following registration and the issuance of financial statements.
• FRA sets stock split requirements for Investor Protection and Market Stability.
• The amendments regulate listed companies’ asset and investment disposals, whether in listed or unlisted companies to protect shareholder rights.
• The valuation of assets to be disposed of shall be performed by a qualified professional: a financial advisor for share sales, a real estate appraiser for real estate sales, and a machinery/equipment appraiser for machinery or equipment sales.

As part of its ongoing strategy to promote economic growth and development, FRA has issued Decree No. 46 of 2025. The decree focuses on streamlining regulations within the non-bank financial sector, making it easier for companies to access crucial services and financing solutions to improve their financial and operational perform. This decree amends Board of Directors Decree No. 11 of 2014, specifically targeting the rules governing delisting procedures and stock split requirements. These amendments are designed to strengthen protection for investors and promote greater efficiency within the capital markets.

The process of final delisting and the purchase of shares from affected shareholders shall be concluded within 25 business days of the General Assembly’s resolution. This facilitates the timely realization of investor rights. Daily share purchases may be executed in accordance with stock exchange regulations.

To protect shareholders, ensure market stability, and prevent listed companies from being used to exit unlisted companies, the decree regulates mergers between listed companies and unlisted companies whose net asset value exceeds the listed company’s market value. In this respect, merging company must obtain a final valuation report of the merging companies’ assets and liabilities from the competent authority and secure approval from the Extraordinary General Assembly.

Post-merger, the listed company must publish a disclosure report before trading resumes, meet continued listing requirements and undergo a fair value valuation.  If the merger increases capital and causes the company to lose listing qualifications, it must regain them within six months of the merger’s completion and share registration. This protects investors and market stability, preventing the merger from being used to the detriment of remaining shareholders.

The decree also mandated a one-year stable ownership period for shareholders subscribing to new shares in a merger. This period begins after both share registration and the issuance of financial statements demonstrating profitability and sufficient shareholder equity. This protects investors and market stability.

To protect investors and maintain market stability, Special Purpose Acquisition Companies (SPACs) must freeze 51% of newly issued shares for 12 months following a merger with either a listed or unlisted company.  This freeze remains in effect until both the registration of the new shares and the issuance of financial statements demonstrating compliance with profitability and shareholder equity requirements.  This measure also involves a share exchange: If the acquired company’s fair value (determined by an independent financial advisor) exceeds the listed company’s market value, shareholders of the acquired company will relinquish their shares in exchange for shares in the merged entity. This safeguard against the exploitation of listed companies as a means for unlisted companies to exit the market.

Moreover, FRA has introduced stricter criteria for evaluating companies’ requests to conduct stock splits.  These new criteria include both quantitative and qualitative factors, which FRA will consider when making its decision.  This measure aims to protect investors and maintain market stability by preventing manipulative practices.  Specifically, FRA seeks to prevent companies from exploiting announcements of stock splits to artificially inflate or deflate their share price without a legitimate business justification.

The amendments now regulate listed companies’ asset and investment disposals, regardless of whether the acquiring company is listed or unlisted.  Specifically, disposed assets must be valued using consolidated financial statements, if available. This ensures greater transparency and protects shareholders by providing a more complete view of the company’s financial position.

The amendments stipulate the following professional qualifications for asset valuation in disposal transactions:  Financial advisors shall be responsible for valuing shares; real estate appraisers for real estate assets; and machinery and equipment appraisers for machinery and equipment.  This provision clarifies responsibilities and ensures appropriate expertise in the valuation process.