Monday 25/6/2012

Referring to what the media and some websites published that some persons or entities submitted tender offers to purchase listed companies at the Exchange, EFSA would like to emphasize the following:

First:
According to the legislations governing the Egyptian Capital Market and especially chapter 12 of the executive regulation of the Capital Market Law no. 95 of 1992 regulating acquiring tender offers pursuant to article no. 336 of the executive regulation which states that upon approving the tender offer proposal and the project information memorandum (PIM), EFSA shall notify the Exchange of the provisions stated in them. Accordingly, the Exchange shall publish this information on its screens as soon as received. In addition, chapter 4 of the Executive Regulation defines the Operational procedures and disclosure requirements of the tender offer in terms of a bidder depositing the tender offer and the project information memorandum (PIM), and shall be submitted and examined by EFSA, as well as all information and documents that shall be attached to the tender offer, especially the tender offer proposal pursuant to the guidance form issued by EFSA. Also a document from an accredited bank subjected to the Central Bank of Egypt supervision shall be submitted, indicating the availability of the necessary resources to finance the tender offer.

In this regard, EFSA asserts that it did not receive any tender offers to purchase any of the listed companies within the past week and until the issuance of this explanatory statement.

EFSA affirms that in case any person or entity submits a tender offer to purchase any listed company or any company which offers its shares in the IPO pursuant to the legal rules in this regard, EFSA shall notify the Exchange, and accordingly the Exchange shall publish the content of the offer on its screens and legal measures shall be taken in this regard.

Second:
Any person or entity making a statement regarding its intention to submit a tender offer to purchase any listed or trading company listed at the exchange without following the previous provisions governing the tender offers, shall illegally affect the prices of these shares, which is considered as a violation of the Capital Market Law and requires legal procedures taken in this regard. Also, the statements containing contradicting information with the objectives of chapter 12 of the executive regulation, and which are stated in article 327 of the same regulation, regarding banning manipulation of the prices of the target company's shares, avoiding market's turmoil and taking into account the interests of the target company without prejudice to its work or activity.

Third:
Rules governing the mandatory tender offers in accordance with chapter 12 of the executive regulation stating that these offers shall be final and unconditional where articles 328 and 354 of the same regulation also stated that the tender offer shall be final and unconditional. Meanwhile, the tender offer shall be conditional and approved by EFSA only depending on one single condition that is, upon owning 75% of the capital or voting rights in mergers and acquisitions, or 51 % of the capital or voting rights in other cases, that is without prejudice to the objectives of chapter 12 and the general principles stated in Articles no. 328 and 327 of the same chapter.

Fourth:
EFSA emphasizes the fact that any person or entity submitting tender offers shall abide by the provisions of the Capital Market Law no. 95 of 1992 and it's executive regulation, most importantly chapter 12, in order to establish the requirements of transparency and disclosure which shall be followed upon submitting a tender offer pursuant to the applied provisions and regulations. By this ensuring that it will give the shareholders of the target tender offer and the concerned parties the chance to obtain the available information, suitable chance and timing to evaluate the offer and take the right investment decision in a way that ensures equality and equal opportunities among shareholders and concerned parties.

Fifth:
EFSA calls upon dealers in the Egyptian Stock Exchange not to be misled by such false news related to possible tender offers which are not submitted legally to EFSA, and are not published on the Exchange's screen.

© Press Release 2012