Advisory

Could SPACs help Egypt’s IPO market take off?

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Since the Financial Regulatory Authority (FRA) greenlit SPACs in July, there has been a flurry of interest from the market. On 1 August, Catalyst Partners, a private equity firm focused on the MENA region, became the first to submit a request to the FRA to establish a SPAC under the name Catalyst Partners Middle East.

Our advisory experts sat down with Mr. Maged Shawky, Chairman and Managing Partner of Catalyst Partners, to unpack what the new regulations mean for the market, what sectors set to benefit, and the role of financial service firms in navigating this new reality.

Reviving Egypt’s IPO market: Are SPACs the solution?

The new amendments were rolled out a time where IPO activity has relatively stalled in Egypt, both in terms of volume and value. As such, the new measures aim to facilitate the easy and rapid entry and exit of investments, which would in turn enhance investor sentiment, driving their appetite to inject capital into the market.

Mr. Kamel Saleh, CEO of SBA – Grant Thornton and Partner lead on Advisory
SPACs can be a strategic tool for revitalizing Egypt’s equity capital market. By providing a streamlined path to public listing, they can attract a diverse range of companies – from startups to established enterprises – in several sectors, fostering a more dynamic, resilient market environment that has the potential to attract foreign institutional investors.

SPACs are also especially suited to bringing privately-owned, fast-growing startups into the public market, aligning with the FRA’s wider objective of stimulating startup and fintech activity, as well as bolstering financial inclusion.

Mr. Maged Shawky, Chairman and Managing Partner of Catalyst Partners
As a SPAC, when we look at acquisition targets from the eye of a venture capital player, we not only consider cashflow and client growth strategies but their scalability. A company that is scalable has the potential for geographical expansion and opens doors for cross-border collaboration. So not only do the new regulations have positive implications for startups, they have the potential to reinvigorate and deepen the market. SPACs serve to highlight that there are still great opportunities in Egypt that might be flying under the radar, giving investors the confidence needed to come back to the market and reposition Egypt on the global stage.

Sectors in focus: Which will ride the SPAC wave?

With innovation and AI capturing global attention, disruptive, tech-focused companies are well positioned to benefit from the new measures to raise capital quickly and more efficiently than through a lengthy IPO process. This is especially true for those in sectors high on the government’s agenda that remain strategically critical for economic development.

  • Fintech: Startups focusing on digital payments and financial inclusion are particularly primed to gain from SPACs, while the e-commerce sector, which has triggered a boom in startups specializing in online retail, logistics and supply-chain management, is also a prime candidate for SPAC funding.
  • Education: The booming education technology sector could potentially benefit from SPACs considering the country’s young and growing population and increased need for innovative learning solutions.
  • Healthcare: Healthcare, especially players focused on biotech and medical innovation, can benefit from the influx of capital through SPACs to accelerate the development of treatments, technology, and R&D.
  • Clean energy: Not only are clean-energy companies often in their early stages, but they tend to be capital intensive. With the global shift toward sustainable energy and Egypt in particular looking to become a green energy hub, SPACs could be an attractive vehicle to stimulate the growth of this budding sector.    

“Beyond specific sectors, the new regulations allow companies to bring together several synergistic, smaller players under a single roof without the operational complexities of having to merge them all. For example, you can form a full scope-fintech player by merging a lending platform and then retaining a payments solution provider and an e-wallet player as subsidiaries – driving value for stakeholders across the value chain.  Not only does this create a compelling equity story but it gives investors the assurance needed that the transaction is likely to go through smoothly and successfully without the lengthy, red-tape-laden process of multiple mergers,” said Mr. Shawky.

Preserving shareholder value, driving growth 

SPACs offer investors and targets not only a new set of financing opportunities that compete with later-stage venture capital or private equity funding and the traditional IPO process, but also the prospects of less dilution, shielding targets from market uncertainty with regards to valuation.

Egypt’s regulations seek to address the shortcomings of those in global markets, which have seen investors lose confidence in SPACS due to lack of clear direction, overly optimistic valuations, and lenient due diligence and reporting regulations. The regulations shield the SPAC from retail volatility by trading at par value until it can issue one year of audited financial statements or an independent financial advisor determines its fair value, which must be approved by the FRA.

“Retail investors can be short sighted and over-reactive whether they are being bullish or bearish. The FRA’s regulations protect SPACs for as long as possible from this volatility until investors are confident in the story and a fair value is determined,” said Mr. Shawky.

Financial advisory firms and their role 

“Navigating the relative newness of SPAC regulations requires more than just the traditional advisory services we’d offer to a company going public for the first time. Our approach is holistic, combining several experts from across our lines of business to provide strategic insights and rigorous due diligence. This ensures each transaction not only complies with regulatory standards but delivers maximum value for all stakeholders,” said Mr. Saleh.

Financial advisors and audit firms play a crucial role, ensuring transparency, compliance, and strategic guidance throughout the SPAC lifecycle. Not only is an IFA report a regulatory requirement for SPACs, but financial advisors such as SBA – Grant Thornton can assist SPAC sponsors in identifying and evaluating potential acquisition targets, conducting thorough due diligence, and structuring deals to maximize value for shareholders. They also provide market insights and strategic advice to help navigate regulatory requirements and market conditions.

Audit firms, on the other hand, are responsible for verifying the financial statements and disclosures of both the SPAC and the target company, ensuring accuracy and compliance with regulatory standards. Their involvement is essential in building investor confidence and ensuring the integrity of the financial information presented during the merger process. Together, they help mitigate risks, enhance credibility, and facilitate successful SPAC transactions.

“There are two key things financial advisory firms can do to help truly drive value for their clients in this new reality. The first is to be dynamic and flexible; with everything new, it’s inevitable that things come up during the cycle that will require some creativity to maneuver. The second is to treat them as partners beyond just offering a service, but to provide unique insights on the regulatory environment, the sector and the market,” said Mr. Shawky.  

How SBA – Grant Thornton can help

Our goal is to guide clients through this new landscape, providing the expertise and insights needed to succeed. Our services include:

  • Regulatory compliance: We assist clients in understanding and complying with the new regulations, ensuring a smooth and efficient SPAC formation process.
  • Strategic advisory: Our experts provide strategic advice on leveraging SPACs to achieve business objectives, from capital raising to mergers and acquisitions.
  • Due diligence: We conduct thorough due diligence to identify potential risks and opportunities, helping clients make informed investment decisions.
  • Market analysis: Our team offers in-depth market analysis to identify sectors and companies poised for growth, enabling clients to capitalize on emerging opportunities.
  • Transaction: We provide comprehensive transaction support, guiding clients through the complexities of SPAC transactions, from initial planning to final execution.

We have also developed a multidisciplinary approach to help startups, including advisory and training services for local entrepreneurs, ensuring they have the tools they need to mitigate risks, grow sustainably and contribute to wider economic development. We offer: 

  • Incorporation advisory 
  • Tax advisory (services and training)
  • Internal controls and compliance (advisory and training)
  • Financial advisory
  • Labor law (consultancy and training)
  • Accounting (advisory and training)
  • Cyber security and penetration testing 

For more information on how we can assist you, please contact our team.