Capital Market

The firm provides an integrated system of services for incorporating and licensing companies operating in capital market activities before the Financial Regulatory Authority.

Our Capital Market Services

Incorporation and licensing services with the Financial Regulatory Authority

Providing an integrated system for incorporating and licensing companies operating in capital market activities.
Preparing a complete incorporation and licensing file, including:
- The memorandum and articles of association
- The business plan and organizational structure
- Compliance, risk management, governance and internal control policies
- Anti-money laundering and client protection policies
Submitting the file to the Authority and following up on all stages of the technical and legal review.
Preparing legal and technical responses to the Authority’s comments and drafting explanatory memoranda.
Completing incorporation, notarization and commercial registry procedures.
Registering company shares with Misr for Central Clearing, Depository and Registry (MCDR).
Providing ongoing legal and regulatory support after licensing to ensure full compliance with regulatory controls.

Structuring financings and financial instruments (capital increases and reductions – acquisitions – mergers – demergers)

Capital and corporate restructuring
Capital amendments: managing capital increase procedures (whether at par value or with a share premium) and capital reductions, and issuing reward and incentive shares.
Structural transformations: leading mergers and acquisitions (M&A) and company demergers (the existing and the demerged company), in accordance with approved financial valuation standards.
Debt and financing instruments
Securities issuances: preparing issuance files for corporate bonds, securitization bonds and financing sukuk of all types.
Settlements and restructuring: drafting financial and debt restructuring plans in line with the company’s cash flows and the legal frameworks protecting investors.
Due diligence and regulatory reports
Due diligence report: preparing comprehensive legal reports that precede offerings or acquisitions.
Offering and disclosure memoranda: drafting disclosure forms (in accordance with Articles 43 and 48 of the Listing Rules), and preparing memoranda for presentation to the board of directors and general assemblies (ordinary and extraordinary).
Managing relations with institutions and regulators
Representation before administrative bodies: direct coordination with the Financial Regulatory Authority, the Listing Department at the Egyptian Exchange, and other competent administrative bodies.
Managing the parties to the transaction: professionally connecting the company with the independent financial advisor, the auditor, and Misr for Central Clearing, Depository and Registry (MCDR).
Following up on the implementation of the restructuring step by step to ensure full compliance with regulatory laws.
Providing ongoing legal and regulatory support after implementation to ensure the stability of the financial structure and achieve the company’s objectives.

Public and private offerings and listing companies on the Egyptian Exchange

Readiness assessment and listing structuring (Pre-Listing Diagnosis)
Regulatory compliance review: analyzing the company’s financial, legal and governance structure to determine its compliance with the listing and disclosure rules.
Ownership structure: designing the optimal legal structure for the offering, determining the free-float percentage, and ensuring the minimum requirements for the number of shareholders and shares are met.
Drafting offering instruments and prospectuses
Prospectuses and information memoranda: preparing and drafting public and private offering prospectuses and information memoranda in accordance with the forms approved by the Authority.
Developing the corporate framework: drafting the amended memorandum and articles of association, governance and compliance policy manuals, and internal policies for risk management and dealing in inside information.
Disclosure files: preparing disclosure reports and listing forms, and the files of executive officers and major shareholders.
Managing relations with offering parties and regulators
Professional coordination: directly connecting the company with the independent financial advisor, the auditor, the sponsor or offering manager, the promoter, and all parties to the offering.
Representation before the Exchange and the Authority: following up on review files with the Listing Department at the Exchange and the Authority’s finance sector, and preparing legal responses and explanatory memoranda to ensure the offering file is approved quickly.
Post-listing support and ongoing compliance
Managing the start of trading: legal supervision of the procedures for the start of trading and ensuring continued compliance with listing requirements.
Sustaining the listing: providing ongoing regulatory support to maintain the company’s listed status and strengthen transparency and integrity before investors.

Preparing prospectuses and information memoranda for investment funds

A comprehensive study of the nature of the fund and its legal, financial and administrative requirements.
Preparing legal prospectuses and memoranda for open-ended and closed-ended funds, whether real estate or specialized.
Coordinating with the parties related to the fund, such as:
- The investment manager
- The fund administration company
- Financial advisors
- Auditors
- Real estate valuers (for real estate funds)
Reviewing the contracts concluded with the parties related to the fund:
- The investment management agreement
- The custodian agreement
- The fund administration agreement
- The real estate valuer agreement
- The financial advisor agreement, if any
- All contracts concluded by the investment manager in the course of managing the fund
Following up on the submission of documents to the Authority and responding to technical and legal comments until the Authority approves the issuance.
Providing ongoing support after approval to ensure full compliance.

Compliance, governance and internal control

Building an integrated system of compliance, governance and internal control for companies and investment funds.
Analyzing the legal, administrative and financial structure to identify strengths and weaknesses.
Preparing comprehensive policies and procedures covering:
- Anti-money laundering and counter-terrorist financing
- Protecting the rights of investors and clients
- Financial disclosure
- Transparency and governance
Preparing the governance manual and defining the responsibilities and powers of the board of directors and executive committees.
Designing effective internal control systems, including reviews and operational procedures.
Monitoring day-to-day compliance, conducting periodic reviews and updating policies in line with legislative amendments.

Legal representation before regulatory and judicial bodies

Providing full legal representation before:
- The Financial Regulatory Authority
- The Egyptian Exchange
- Government and regulatory bodies
- Judicial and arbitral bodies
- Preparing legal responses and memoranda, and attending meetings and technical inspections.
- Defending clients’ interests in investigations and in regulatory, financial and judicial disputes.
- Preparing the necessary documents and contracts and following up on all stages of litigation.
- Providing ongoing advice to avoid legal and regulatory risks before they occur.
- Ensuring the protection of the client’s interests and the stability of their business, and strengthening confidence before investors and regulators.

Our Services

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FAQ

Frequently asked questions

Which authority regulates the capital market in Egypt?

The Financial Regulatory Authority (FRA) supervises the capital market under Capital Market Law No. 95 of 1992 and its executive regulations, while the Egyptian Exchange (EGX) sets the listing and trading rules. We help clients deal with both bodies from incorporation through listing and ongoing disclosure.

What are the main steps to establish a securities company?

First, define the licensed activity (brokerage, portfolio management, investment funds and so on) and confirm the capital and staffing requirements. Then the licence file is prepared, submitted to the FRA and followed up until approval. We handle the whole file, including the articles of association and internal procedures.

Do you assist with listing on the Egyptian Exchange and share offerings?

Yes. We provide legal support in preparing listing documents, prospectuses and information memoranda, in public and private offerings and capital increases, and in meeting disclosure and governance requirements after listing.

What are a listed company's ongoing obligations?

A listed company must publish periodic financial statements, disclose material events promptly, apply corporate governance rules and hold its general assemblies in line with the applicable rules. We offer compliance programmes and periodic reviews that reduce the risk of violations and penalties.

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These answers are general information and do not replace legal advice on your specific case.