AM — EgySPACS are here as regulator announces new rules for blank check firms

Good morning, wonderful people, and welcome to a brisk-but-not-overwhelming news day, where the big story is the Financial Regulatory Authority’s unveiling of rules it hopes will see the EGX get both wider and deeper through SPACs.

Not sure what a SPAC is? Don’t sweat it, we have a link to our full explainer below. Think: IPO, but without half the fuss — and with a bit less clarity on exactly which asset you’ll wind up owning.

CHECKING IN- Shares of state-owned fintech player e-Finance gained again yesterday, finishing the day up 0.3% at EGP 18.44 apiece even as the benchmark EGX30 was down 0.6% for the day (+4.0% YTD). Now a full month into its journey as a publicly traded company, e-Finance’s shares are up 31.9% since their market debut on 20 October. The company is pushing ahead with its expansions into B2B e-commerce, digital health and the tech-end of tourism, senior execs recently told us.

RANDOM NEWS CLIPPING- And folks say Egyptians are clueless about the rest of the continent? Kenyan daily newspaper The Star is perplexed about how “seemingly from nowhere,” Egypt has brought “new competition for the better-known startup ecosystems of Nigeria, South Africa and Kenya.”

Egypt bade farewell to Bakiza yesterday: Veteran actress Soheir El Bably passed away yesterday at age 86, Youm7 reports. El Bably’s career began in 1957 and saw her bring to life some of the most memorable characters in Egyptian theater and TV, most notably Bakiza and Zaghloul’s Bakiza and the strict teacher in Madraset El Moshaghbeen.

PSA- It’s officially time to bid farewell to our summer clothes, with our favorite weather app calling for a high of 22°C and low of 15°C in Greater Cairo today. Coastal and delta governorates should keep their rain boots on as they are to expect light to moderate rain, although nothing as crazy as the weekend’s showers.

THE BIG STORIES ABROAD-

Hamdok’s return has so far failed to quell protests in Sudan: Pro-democracy protesters in Khartoum aren’t satisfied with military chief Abdel Fattah Al Burhan’s decision to reinstate ousted Sudanese civilian prime minister Abdalla Hamdok from office. Some have instead returned to the streets demanding an end to military rule after Burhan yesterday signed a pact with Hamdok. The story is everywhere from Bloomberg and CNBC to CNN and the AP by way of just about every major global media outlet in between. We have more in this morning’s Around the World, below.

ALSO MAKING HEADLINES- China has fired a hypersonic weapon over the South China Sea, leaving the United States to “struggle to understand how Beijing mastered technology that tests constraints of physics.” The WSJ, meanwhile, reports that there are early signs that global supply-chain problems may be easing.

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MARKET WATCH-

Covid’s resurgence in Europe and uncertainty at the Federal Reserve is causing jitters in global equity markets: Asian markets are starting the week on a mixed footing this morning, continuing a downbeat end to last week caused by a deteriorating health situation in Europe and uncertainty at the Federal Reserve. Stocks in Hong Kong, Japan and Australia are all in the red this morning, while Brent futures fell 1% at the market open, with oil continuing where it left off last week, when it fell to its lowest level since early October.

There was selling pressure across MENA yesterday, with all of the region’s exchanges closing in the red. Saudi’s benchmark index were the hardest hit, closing the day down 1.9%. (See our market summary in Planet Finance, below, for more.)

This followed a poor end to the week in the US and Europe on Friday as new lockdowns in European countries triggered angst about their impact on economic growth and the potential for a surge in cases in the US. Stocks were in the red across Europe as traders reacted to the Austrian government’s dramatic announcement of a new national lockdown and compulsory vaccination, and Germany’s refusal to rule one out, days after the Netherlands, Hungary, Slovakia and the Czech Republic reimposed restrictions. The Dow and the S&P 500 both fell on Friday.

Protests in Europe against covid measures continued yesterday: Demonstrations spread to Brussels yesterday, which saw tens of thousands of people turn out into the street to protest against the government’s use of covid passes to restrict the movement of unvaccinated people. The AP and the BBC have more.

Uncertainty at the Fed is also weighing on markets: Worries over how the Federal Reserve will tackle inflation and when it will raise interest rates, combined with uncertainty over who President Biden will nominate to head the Fed when Jay Powell’s term ends in February, took a toll on trading. Several Fed officials indicated over the weekend that the central bank could accelerate the taper of its bond-buying programme in order to quell inflation, which reached highs not seen since 1990 last month.

Who’s next at the Fed? Biden has said he will announce who will head the Fed for the next four years before the Thanksgiving holiday on 25 November. The race is between incumbent Jay Powell, and the more liberal Fed Governor Lael Brainard, who is expected to be more dovish when it comes to raising interest rates.

For more: Reuters | Bloomberg | MarketWatch | NBC.

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HAPPENING TODAY-

The Home Appliances and Table Show (HATS Egypt) starts today and wraps up on Wednesday. The event is organized by the Engineering Export Council of Egypt and brings together companies working in the home appliances sector.

HAPPENING THIS WEEK-

The new administrative capital plays host to a Comesa summit starting tomorrow, the same day the state’s SECC hosts a webinar on fintech in Egypt.

ITIDA and the Software Engineering Competence Center are hosting a webinar on the future of fintech in Egypt tomorrow. The event will look at the current landscape and expected changes in light of new tech, regulations and market changes. You can register to attend here.

BOOK LAUNCH- Up and Doing, a memoir penned by Egyptian-American Enterprise Fund Chairman James Harmon (Morning Routine), will be published tomorrow. The memoir recounts Harmon’s career as a banker and discusses “how markets can move the world forward by creating stable, growing economies and sound [transactions] that promote economic development.”

Startup gathering RiseUp starts on Thursday and runs through Saturday.

The Cairo International Film Festival kicks off its weeklong run this coming Friday.

Check out our full calendar on the web for a comprehensive listing of upcoming news events, national holidays and news triggers.

*** It’s Blackboard day: We have our weekly look at the business of education in Egypt, from pre-K through the highest reaches of higher ed. Blackboard appears every Monday in Enterprise in the place of our traditional industry news roundups.

In today’s issue: Non-traditional university degree programs have been popping up more frequently all over the world. So what’s on offer in Egypt? From games development to motorsports engineering, we have a run-down of some of the most weird and wonderful degrees you can study at Egyptian universities nowadays.

We’re one step closer to Egyptian SPACs after the Financial Regulatory Authority (FRA) yesterday issued the rules and regulations (pdf) for investors looking to establish local blank-check firms. Announced (pdf) by the regulator yesterday, the framework sets out the capital requirements, shareholder structure and regulatory responsibilities SPAC founders will need to comply with. EGX listing and delisting rules have also been amended (pdf) to make way for SPACs to hit the EGX.

But crucially: The FRA has not yet said when it will allow the first SPACs to go ahead.

And SPAC stands for…? Special purpose acquisition company. They’re a type of shell company used by investors to acquire firms. SPACs raise money from the public in an IPO and then use the proceeds to merge with or acquire an appropriate company. Check out our explainer for more on how SPACs work.

Okay, so how do we do this? Investors that want to set up a SPAC first need to obtain a venture capital license. A board of directors is appointed next, with a chairman who complies with the FRA’s regulations and guidelines for private equity firms. The blank-check firm would then be publicly listed on the EGX and have one month in which to raise capital from investors via a share sale. The funds raised would be placed into an interest-bearing bank account for a maximum of two years while it looks for a company to acquire or merge with.

Capital requirements: A SPAC will need to have minimum initial capital on hand of EGP 10 mn — those are the table stakes to play. The regs then give the firms one month from registering with the regulator to issue shares and begin raising capital. The SPAC must have at least EGP 100 mn in capital to complete an acquisition or merger — and at least 80% of the SPAC’s capital must be used to acquire a target company.

Regulation light until they pull the trigger: Until they merge with a target company, SPACs will be exempt from some of the measures imposed on listed companies, including requirements to submit financial statements.

Rules on share allocation — and a lockup period for sponsors: At least 25% of a SPAC’s shares (pre-merger) must be held by institutional investors, while sponsors need to commit at least EGP 10 mn in capital and hold at least 5% of the company’s equity post fundraising. Sponsors must also hold onto their shares for two years or until the SPAC pulls the trigger on an acquisition, whichever comes first. Fully 50% of shares are to be earmarked for individual investors.

And then, it’s just your regular SPAC: The SPAC places the funds raised into an interest-bearing account for a maximum of two years while it looks for a company to acquire or merge with. The proposed acquisition goes to a general assembly meeting, where shareholders are given the option of exiting the SPAC and drawing back their funds. Shareholders objecting to the transaction have 30 days to exit.

What if we decide we don’t want to SPAC after all? If the SPAC fails to close an acquisition within the two-year window, it is liquidated and the funds are returned to investors along with any gains made while they were deposited.

 

Background: The regulations come a few weeks after the proposal spearheaded by EGX boss Mohamed Farid received the greenlight from the FRA. The proposal was partly driven by an increased interest in SPACs in the MENA region, following Swvl’s move to merge with blank-check firm US Queen’s Gambit Growth Capital and list on the Nasdaq, as well as Anghami’s plans to follow suit (potentially next month).

Interest in EGYSPACs has been around since at least 2Q: At least two companies have been eyeing SPACs in Egypt, one Egyptian, and the other international with stakes in several Egyptian companies, Zulficar & Partners founding partner Anwar Zeidan previously told us. These companies have been in talks with the FRA since it first greenlit Farid’s proposal.

GLOBALLY- There may still be life in the international SPAC market, which fell off a cliff in April following its unprecedented stimulus-fuelled boom in late 2020, the Financial Times says in this long read out this morning. Despite the party coming to a dramatic end, sponsors are now hoping that a recent spate of SPAC IPOs could be signs of a maturing market, one that turns the previously novel shell companies into a cornerstone of the capital markets.

EGX-listed Edita Food Industries has submitted a non-binding letter of intent to acquire the Egyptian Belgian Company’s assets, according to a statement (pdf). The Egyptian Belgian Company manufactures Ole-branded croissants, cakes, and donuts. The potential acquisition covers all of the company’s real estate assets (including land plots and buildings), as well as machinery, equipment, and production lines. Edita will now begin its due diligence process, which it expects to wrap on or before 15 December. The company will then draw up its sale and purchase agreement, with an eye to finalize the drafting process by 15 January 2022, according to the statement.

A senior Edita exec called the acquisition a “major milestone” in a conversation late yesterday, saying it will allow the country’s largest snackfoods company to add “significant” production capacity in the baked goods segment amid rising market demand. That new production capacity would also make it possible for Edita to “accelerate its go to market” timeline for new products as the perennial R&D leader looks to widen its portfolio.

Advisors: Zilla Capital is managing the transaction.

Whisper it: We may finally be getting faster internet — and better-sounding voice calls that don’t randomly terminate. Vodafone Egypt, We and Etisalat have received the new cellular spectrum they were awarded in an auction last year after the National Telecommunications Regulatory Authority (NTRA) gave them the greenlight, according to a statement. The three mobile network operators have signed a formal agreement with the NTRA late last year to pay a collective USD 1.2 bn for the new bandwidth. These new spectrum will result in a major improvement in audio and data transmission services, Communications Minister Amr Talaat said.

Four years later: Mobile network operators have been asking for more spectrum since 2017, when the NTRA first said it would make so-called 4G frequencies available.

IN OTHER NEWS FROM THE SECTOR-

Vodafone fistfight fallout continues: First the Consumer Protection Agency, Vodafone Egypt is now attracting the attention of the National Telecommunications Regulatory Authority, which has instructed (pdf) company executives to investigate the video clip that surfaced online last week that appears to show two company employees having a physical altercation with a customer.

Dubai-headquartered Venture capital firm VentureSouq has formally launched a USD 50 mn fintech fund that has already made several investments in Egyptian startups this year, it said in a statement (pdf). The MENA Fintech Fund I has deployed capital in Egyptian digital trucking platform Trella, which this year closed a USD 42 mn series A round, and fintech startup Dayra, which raised USD 3 mn in pre-seed funding in March.

About the fund: The MENA Fintech Fund I invests in early-stage fintech and software-as-a-service (SaaS) companies, with a special focus on payments infrastructure, alternative credit, digital banking, and personal financial management. The fund is backed by sovereign wealth funds including Saudi’s Public Investment Fund, Mubadala, ADQ and Bahrain’s Mumtalakat, as well as multinationals such as the Olayan Group’s Middle East investment arm OFC. The fund is billing itself as the first fintech-only fund with a MENA-plus-Pakistan focus.

The beneficiaries so far: The fund has also invested in North African super-app Yassir, GCC-based buy-now-pay-later Tabby and Saudi B2B marketplace Sary among others. Crunchbase shows VentureSouq has made at least 95 investments since inception.

The VC has always had an appetite for fintech: Prior to the fund, the VC invested in a number of FinTech companies, including Jeeves, Khatabook, FamPay and Fondeadora.

Cleopatra Hospitals Group (CHG) sees sustained growth in 3Q2021: Cleopatra Hospitals Group’s (CHG) net earnings grew 8% y-o-y to EGP 86.1 mn in 3Q2021, according to the company’s latest earnings release (pdf). This came on the back of 16% growth in revenues to EGP 623.8 mn.

On a nine-month basis: CHG’s net income grew 58% to EGP 288.1 mn on revenues of EGP 1.90 bn, up 38% y-o-y.

This time last year: CHG reported (pdf) a 11% rise in net income to EGP 80 mn in 3Q2020 due to steady growth of revenues, which increased 16% to EGP 535.9 mn.

The group delivered bottom-line growth despite an unfavorable base effect from the same quarter last year, which had a “strong rebound effect following the lifting of covid-19-related restrictions that were in place during the second quarter of 2020.” CHG also saw a rebound in patient volumes at fertility-specialist Bedaya Hospital, where revenues are catching up with “management’s long-term targets,” putting it on track to deliver record revenues over the coming year.

Looking ahead: The company is on track to “deliver on our revenue and profitability targets for the year,” building on strong performance in the first three quarters of the year, said CEO Ahmed Ezzeldin. Cleopatra expects to launch operations at its brownfield project in East Cairo within two years of locking down regulatory clearance, according to Ezzeldin.

For the second consecutive night, the talk shows are all about the weather: Although things have calmed down significantly in Cairo and Giza, coastal governorates are still suffering from rain and inclement weather. Alexandria governor Mohamed El Sherif told Kelma Akhira’s Lamees El Hadidi that, although the city has had a rough 48 hours, the authorities are getting everything under control and traffic is now moving smoothly on all main roads (watch, runtime: 5:24). The weather was also covered by Ala Mas’ouleety (watch, runtime: 40:09) and Al Hayah Al Youm (watch, runtime: 2:11). Kelma Akhira also spoke to Aswan Governor Ashraf Attiya (watch, runtime: 4:37) for an update on Aswan following the storm earlier this month.

Up next on the airwaves was the return of ousted Sudanese prime minister Abdalla Hamdok to office (more on this in this morning’s What We’re Tracking Today, above). Kelma Akhira (watch, runtime: 4:53), Al Hayah Al Youm (watch, runtime: 1:23) and Ala Mas’ouleety (watch, runtime: 4:34) all covered the news.

This morning in the foreign press: Naguib Sawiris says he wants fair competition for Egyptian businesses. The outspoken b’naire told AFP that the government’s involvement in the private sector has resulted in an “unfair” playing field and has scared off foreign investors. As well as criticizing the tax and customs exemptions handed to state firms, Sawiris admitted to the newswire that he avoids bidding in contracts where there’s competition from government entities “because it's not a level playing field."

Also making headlines:

• Gaza crossing troubles: Palestinians are expressing frustration at the high cost and “humiliation” of border crossing into Egypt from Gaza. (France 24)
• COP27 worries begin: Human rights activists are preemptively worried civil society groups may not be allowed to protest at COP27 in Egypt. (The Guardian)

The Health Ministry reported 884 new covid-19 infections yesterday, down slightly from 902 the day before. Egypt has now disclosed a total of 350,397 confirmed cases of covid-19. The ministry also reported 61 new deaths, bringing the country’s total death toll to 19,933.

Hamdok’s return has so far failed to quell protests in Sudan: Pro-democracy protesters in Khartoum aren’t satisfied with military chief Abdel Fattah Al Burhan’s decision to reinstate ousted Sudanese civilian prime minister Abdalla Hamdok from office. Some have instead returned to the streets demanding an end to military rule after the military seized control last month. Burhan yesterday signed a pact with Hamdok to return the latter to office after a month under house arrest. The story is everywhere from Bloomberg and CNBC to CNN and the AP by way of just about every major global media outlet in between.

Egypt welcomed the agreement, with the Foreign MInistry expressing hope that Hamdok’s return to government would bring a return to stability in Sudan.

A play for the AU? The agreement to bring Hamdok back into the fold was signed on the same day that Burhan made an appeal to the African Union to end its suspension. Burhan made the request in a meeting with DRC foreign minister and AU envoy Christophe Lutundula. The AU has suspended Sudan until the military hands power back to civilian authorities.

Also on the agenda: GERD. Burhan and Lutundula discussed the dispute over the Grand Ethiopian Renaissance Dam (GERD), Asharq reports, citing unnamed sources.

Lutundula is now heading to Egypt to discuss the GERD with President Abdel Fattah El Sisi, Asharq’s sources said. We imagine that the two will also discuss Sudan’s restoration to the AU, which Egypt has reportedly been lobbying for behind the scenes.

MEANWHILE, IN LIBYA-

Libya’s interim prime minister has joined the presidential race: Abdul Hamid Dbeibah yesterday filed his papers to run in Libya’s presidential election next month, complicating further an already fraught process being framed by disputed election rules and divisive candidates. Dbeibah’s fast-and-loose approach to public spending is likely to make him the frontrunner in any ballot, but contested rules passed by the House of Representatives that require a sitting PM to step down three months prior to an election technically ban him from running. The country’s electoral commission and courts will determine which candidates are eligible to stand in the coming weeks. Other candidates to have entered the race include: Colonel Gaddafi’s son Saif, and eastern strongman Khalifa Haftar, who until last year was waging a military offensive against the western half of the country. Reuters and Bloomberg have more.