Egypt: Redemption of Shares

user Youssry Saleh & Partners calender 29 Nov 2023 views 465 Views
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Redemption of shares, which is the repurchase of a company’s own shares from its shareholders, is a complex legal procedure that is governed by specific provisions in the Egyptian Companies Law No. 159 of 1981 (the “Companies Law”) and its Executive Regulation No. 96 of 1982. Understanding the intricacies of these provisions is crucial for companies considering redeeming their own shares, as it ensures compliance with applicable laws and safeguards the interests of shareholders and creditors.

  • The Companies Law outlines the fundamental principles governing the redemption of shares, including:
  1. Redemption Approval: Redemption should only be initiated upon approval from the company’s board of directors, which must assess the financial feasibility and strategic rationale for the repurchase;
  2. Fair and Reasonable Redemption Price: The redemption price must be determined in an objective and equitable manner, reflecting the fair value of the shares at the time of redemption;
  3. Redemption Procedure: Redemption of shares value will be recovered in accordance with the provisions of the Companies Law after inviting the shareholders within the prescribed period to approve the process of redeeming the shares and setting the conditions for the payment date.
  • Distinguishing Listed and Unlisted Companies:

The Companies Law distinguishes between the redemption process for listed and unlisted companies, whereas for listed companies, the redemption proposal should be submitted to the Capital Market Authority (CMA) for prior approval. The CMA scrutinizes the redemption plan, ensuring its compliance with capital market regulations and safeguarding the interests of minority shareholders. Meanwhile, for unlisted companies, redemption proceedings follow a simplified process, with the redemption plan directly submitted to GAFI for registration. GAFI ensures that the redemption complies with the Companies Law and relevant regulations.

  • Restrictions Imposed on Redemption:

To protect the interests of creditors and maintain a sound financial position, the Companies Law imposes restrictions on redemption:

  1. Absence of Outstanding Debts: Redemption cannot proceed if the company has any outstanding debts or liabilities.
  2. Avoidance of Insolvent Status: Redemption is prohibited if it would endanger the company’s solvency or unfairly prejudice the interests of creditors.
  3. Maintaining Capital Requirements: Redemption must not erode the company’s ability to meet its statutory capital requirements.

Redemption of shares is a multifaceted legal undertaking that requires careful consideration and adherence to the Egyptian Companies Law. Companies contemplating this strategy should seek guidance from experienced legal counsel to ensure compliance, protect shareholder interests, and navigate the intricate regulatory landscape.