ACT No. LIII of 2016 AN ACT to amend the Prevention of Financial Markets Abuse Act and to provide for matters ancillary or incidental thereto.

I assent.

M ARIE- L OUISE

(L.S.)

C OLEIRO P RECA

President

2nd December, 2016

ACT No. LIII of 2016

AN ACT to amend the Prevention of Financial Markets Abuse

Act and to provide for matters ancillary or incidental thereto.

BE IT ENACTED by the President, by and with the advice and

consent of the House of Representatives, in this present Parliament

assembled, and by the authority of the same, as follows:-

The short title of this Act is the Prevention of Financial Short title.

Markets Abuse (Amendment) Act, 2016, and this Act shall be read

and construed as one with the Prevention of Financial Markets Abuse Cap. 476.

Act, hereinafter referred to as "the principal Act".

Article 2 of the principal Act shall be amended as follows

Amendment of

article 2 of the

principal Act.

(a) for the definition "accepted market practice" there

shall be substituted the following

" "accepted market practice" shall have the same

meaning assigned to it in Article 3(1)(9) of the Market

Abuse Regulation;";

(b) immediately after the definition "accepted market

practice", as amended, there shall be added the following new

definition

" "benchmark" shall have the same meaning assigned

to it in Article 3(1)(29) of the Market Abuse

Regulation;";

(c)

immediately after the new definition "benchmark"

there shall be added the following new definition

" "buy-back programmes" shall have the same

meaning assigned to it in Article 3(1)(17) of the Market

Abuse Regulation;";

(d) for the definition "Commission Regulation (EC) No.

2273/2003" there shall be substituted the following

" "Commission Regulation (EU) No. 1031/2010"

means Commission Regulation (EU) No. 1031/2010 of

12 November 2010 on the timing, administration and

other aspects of auctioning of greenhouse gas emission

allowances pursuant to Directive 2003/87/EC of the

European Parliament and of the Council establishing a

scheme for greenhouse gas emission allowances trading

within the Community;";

(e)

the definition "the Community" shall be deleted;

(f)

the definition "company" shall be deleted;

(g)

the definition "counsel or procure" shall be deleted;

(h)

the definition "credit institution" shall be deleted;

(i)

immediately after the definition "EEA State" there

shall be inserted the following new definition

" "emission allowance" means those instruments

specified in point (11) of Section C of Annex I of

MiFID;";

(j)

immediately after the definition "ESMA" there shall

be added the following new definition

" "European regulatory authority" means the single

administrative authority appointed by any Member State

or EEA State other than Malta, to ensure that the

provisions adopted pursuant to the Market Abuse

Regulation and the Market Abuse Directive are

applied;";

(k) immediately after the new definition "European

regulatory authority" there shall be added the following new

definition

" "European Union" or "EU" shall have the same

meaning assigned to it in article 2 of the European Union

Act;";

(l)

for the definition "financial instruments" there shall

be substituted the following

" "financial instruments" means those instruments

specified in Section C of Annex I of MiFID;";

(m)

the definition "foreign authority" shall be deleted;

(n) for the definition "implementing measures" there

shall be substituted the following

" "implementing measures" means any European

Union acts, regulations or directives implementing the

Market Abuse Directive and the Market Abuse

Regulation, as amended from time to time, including

Commission Implementing Directive (EU) 2015/2392 of

17 December 2015 on Regulation (EU) No. 596/2014 of

the European Parliament and of the Council as regards

reporting to competent authorities of actual or potential

infringements of that Regulation;";

(o) for the definition "inside information" there shall be

substituted the following

" "inside information" shall have the same meaning

assigned to it in Article 7(1) to (4) of the Market Abuse

Regulation;";

(p) for the definition "investment firm" there shall be

substituted the following

" "investment firm" shall have the same meaning

assigned to it in Article 3(1)(2) of the Market Abuse

Regulation;";

(q) for the definition "issuer" there shall be substituted

the following

" "issuer" shall have the same meaning assigned to it

in Article 3(1)(21) of the Market Abuse Regulation;";

(r)

for the definition "market abuse" there shall be

substituted the following

" "market abuse" shall have the same meaning

assigned to it in Article 1 of the Market Abuse

Regulation;"; and

for the words "abbuż fis-suq", wherever they appear in the

Maltese text of the principal Act, there shall be substituted the

words "abbuż tas-suq";

(s)

for the definition "Market Abuse Directive" there

shall be substituted the following

" "Market Abuse Directive" shall refer to Directive

2014/57/EU of the European Parliament and of the

Council of 16 April 2014 on criminal sanctions for

market abuse (market abuse directive) and includes any

implementing measures issued thereafter;";

(t)

immediately after the definition "Market Abuse

Directive", as substituted, there shall be added the following

new definition

""Market Abuse Regulation" shall refer to

Regulation (EU) No. 596/2014 of the European

Parliament and of the Council of 16 April 2014 on

market abuse (market abuse regulation) and repealing

Directive 2003/6/EC of the European Parliament and of

the Council and Commission Directives 2003/124/EC,

2003/125/EC and 2004/72/EC and includes any

implementing measures issued thereafter;";

(u) in the definition "Member State", for the words "the

Community", there shall be substituted the words "the European

Union";

(v) immediately after the definition "Member State", as

amended, there shall be added the following new definition

" "MiFID" means Directive 2014/65/EU of the

European Parliament and of the Council of 15 May 2014

on markets in financial instruments and amending

Directive 2002/92/EC and Directive 2011/61/EU, as

amended from time to time, and includes any

implementing measures that have been or may be issued

thereunder;";

(w) immediately after the definition "the Minister" there

shall be added the following new definition

" "multilateral trading facility" or "MTF" means a

multilateral system, operated by an investment firm or a

market operator, which brings together multiple third-

party buying and selling interests in financial

instruments - in the system and in accordance with non-

discretionary rules - in a way that results in a contract in

accordance with Title II of MiFID;";

(x) immediately after the new definition " "multilateral

trading facility" or "MTF" " there shall be added the following

new definition

" "organised trading facility" or "OTF" means a

multilateral system which is not a regulated market or an

MTF and in which multiple third-party buying and

selling interests in bonds, structured finance products,

emission allowances or derivatives are able to interact in

the system in a way that results in a contract in

accordance with Title II of MiFID;";

(y) immediately after the new definition " "organised

trading facility" or "OTF" " there shall be added the following

new definition

" "overseas regulatory authority" means any

administrative authority or body in a country or territory

outside Malta that is not a Member State or EEA State

which exercises any regulatory or supervisory function

corresponding to a function of the competent authority

under this Act in the prevention of financial markets

abuse and which has the responsibility to monitor the

market and to detect, prevent or prosecute acts related to

market abuse;";

(z) the definition "person closely associated with a

person discharging managerial responsibilities with an issuer"

shall be deleted;

(aa) the definition "person discharging managerial

responsibilities within an issuer" shall be deleted;

(ab) the definition "person professionally arranging

transactions" shall be deleted;

(ac)

the definition "public employee" shall be deleted;

(ad) for the definition "regulated market" there shall be

substituted the following

" "regulated market" means

(a)in the case of Malta, a regulated market

which has been granted authorisation in terms of

the Financial Markets Act and which appears on

the list of regulated markets prepared and

published by the European Commission in terms of

MiFID;

(b)in the case of any other Member State or

EEA State, any entity which appears on the list of

regulated markets prepared and published by the

European Commission in terms of MiFID as

defined in Article 3(1)(6) of the Market Abuse

Regulation;";

(ae) immediately after the definition "regulated market",

as substituted, there shall be added the following new

" "Rules" means the Prevention of Financial Markets

Abuse Rules issued by the competent authority under

this Act or regulations made thereunder;";

(af)

the definition "share" shall be deleted;

(ag) immediately after the definition "Rules", as

substituted, there shall be added the following new definition

" "spot commodity contract" shall have the same

meaning assigned to it in Article 3(1)(15) of the Market

Abuse Regulation;";

(ah) immediately after the new definition "spot

commodity contract", there shall be added the following new

" "stabilisation" shall have the same meaning

assigned to it in Article 3(2)(d) of the Market Abuse

Regulation;";

(ai) the definition "takeover offer for a company" shall

(aj) immediately after the new definition "stabilisation"

there shall be added the following new definition

" "trading venue" shall have the same meaning

assigned to it in Article 3(1)(24) of the Market Abuse

Regulation;";

(ak) in the definition "Tribunal" for the words "Authority

Act." there shall be substituted the words "Authority Act;"; and

(al) immediately after the definition "Tribunal", as

amended, there shall be added the following new definition

" "wholesale energy product" shall have the same

meaning assigned to it in Article 2(4) of the Market

Abuse Regulation.".

In article 3 of the principal Act, for the words "For this Amendment of

object, this Act transposes and implements the Market Abuse article

principal Act.

Directive and its Implementing Measures,", there shall be substituted

the words "For this object, this Act also transposes and implements

the Market Abuse Regulation and the Market Abuse Directive,".

Article 4 of the principal Act shall be substituted by the Substitution of

article 4 of the

following

principal Act.

"4.

(1) This Act shall apply to the following

(a) financial instruments admitted to trading on a

regulated market or for which a request for admission to

trading on a regulated market has been made;

(b) financial instruments traded on a multilateral

trading facility (MTF), admitted to trading on an MTF or

for which a request for admission to trading on an MTF

has been made;

(c) financial instruments traded on an OTF;

(d) financial instruments not covered by paragraph

(a), (b) or (c), the price or value of which depends on, or

has an effect on, the price or value of a financial

instrument referred to in those paragraphs, including, but

not limited to, credit default swaps and contracts for

difference.

(2) This Act shall also apply to behaviour or

transactions, including bids, relating to the auctioning on an

auction platform authorised as a regulated market of emission

allowances or other auctioned products based thereon, including

when auctioned products are not financial instruments, pursuant

to Commission Regulation (EU) No. 1031/2010. Without

prejudice to any specific provisions referring to bids submitted

in the context of an auction, any provisions in this Act referring

to orders to trade shall apply to such bids.

(3)

This Act shall not apply to

(a) trading in own shares in buy-back programmes,

where such trading is carried out in accordance with

Article 5(1), (2) and (3) of the Market Abuse

Regulation;

(b) trading in securities or associated instruments as

referred to in paragraphs (a) and (b) of Article 3(2) of the

Market Abuse Regulation for the stabilisation of

securities, where such trading is carried out in

accordance with Article 5(4) and (5) of the Market

Abuse Regulation;

(c) transactions, orders or behaviours carried out in

pursuit of monetary, exchange rate or public debt

management policy in accordance with Article 6(1) of

the Market Abuse Regulation, transactions order or

behaviours carried out in accordance with Article 6(2)

thereof, activities in pursuit of the Union’s climate

policy in accordance with Article 6(3) thereof, or

activities in pursuit of the European Union’s Common

Agricultural Policy or of the European Union’s Common

Fisheries Policy in accordance with Article 6(4) thereof.

(4)

Article 8 shall also apply to

(a) spot commodity contracts that are not wholesale

energy products, where the transaction, order or

behaviour has an effect on the price or value of a

financial instrument referred to in sub-article (2);

(b) types of financial instruments, including

derivative contracts or derivative instruments for the

transfer of credit risk, where the transaction, order, bid

or behaviour has an effect on the price or value of a spot

commodity contract where the price or value depends on

the price or value of those financial instruments;

(c) behaviour in relation to benchmarks.

(5) This Act applies to any transaction, order or

behaviour concerning any financial instrument as referred to in

sub-articles (1) and (4), irrespective of whether or not such

transaction, order or behaviour takes place on a trading venue.".

Article 5 of the principal Act shall be amended as follows

(a)

in paragraph (a) thereof

(i) for the words "on a regulated market in Malta,",

there shall be substituted the words "on a trading venue

in Malta,"; and

(ii) for the words "on such market in Malta", there

shall be substituted the words "on such trading venue in

Malta"; and

(b)

in paragraph (b) thereof

(i) for the words "on a regulated market in any

other Member State", there shall be substituted the

words "on a trading venue in any other Member State";

and

(ii) for the words "on such market has been made.",

there shall be substituted the words "on such trading

venue has been made.".

Article 6 of the principal Act shall be substituted by the Substitution of

article 6 of the

following

principal Act.

"6. (1) Insider dealing, recommending or inducing

another person to engage in insider dealing, as referred to in this

article, shall constitute a criminal offence when committed

intentionally.

(2) It shall also be a criminal offence to attempt to

commit any of the offences referred to in sub-article (1).

(3) Inciting, aiding or abetting any of the offences

referred to in sub-article (1) shall also amount to a criminal

offence.

(4) For the purposes of sub-article (1), insider dealing

arises where a person possesses inside information and uses that

information by acquiring or disposing of, for its own account or

for the account of a third party, directly or indirectly, financial

instruments to which that information relates.

(5) The use of inside information by cancelling or

amending an order concerning a financial instrument to which

the information relates where the order was placed before the

person concerned possessed the inside information shall also be

considered to be insider dealing.

(6) For the purposes of sub-article (1), recommending

that another person engage in insider dealing, or inducing

another person to engage in insider dealing, arises where the

person possesses inside information and

(a) recommends, on the basis of that information,

that another person acquire or dispose of financial

instruments to which that information relates, or induces

that person to make such an acquisition or disposal; or

(b) recommends, on the basis of that information,

that another person cancel or amend an order concerning

a financial instrument to which that information relates,

or induces that person to make such a cancellation or

amendment

Provided that the use of the recommendations or

inducements amounts to insider dealing where the person using

the recommendation or inducement knows that it is based upon

inside information.

(7) This article applies to any person who possesses

inside information as a result of

(a) being a member of the administrative,

management or supervisory bodies of the issuer or

emission allowance market participant;

(b) having a holding in the capital of the issuer or

emission allowance market participant;

(c) having access to the information through the

exercise of an employment, profession or duties; or

(d) being involved in criminal activities.

(8) This article also applies to any person who has

obtained inside information under circumstances other than

those referred to in sub-article (5) where that person knows that

it is inside information.

(9) In relation to auctions of emission allowances or

other auctioned products based thereon that are held pursuant to

Regulation (EU) No. 1031/2010, the use of inside information

referred to in sub-article (5) shall also comprise submitting,

modifying or withdrawing a bid by a person for its own account

or for the account of a third party.

(10) For the purposes of this article, it shall not be

deemed from the mere fact that a person is or has been in

possession of inside information that that person has used that

information and has thus engaged in insider dealing on the basis

of an acquisition or disposal, where its behaviour qualifies as

legitimate behaviour under Article 9 of the Market Abuse

Regulation.

(11) The provisions of this article shall be without

prejudice to any of the provisions of the Market Abuse

Regulation.".

Immediately after article 6 of the principal Act, as Addition of new

article to the

substituted, there shall be added the following new article

principal Act.

" Unlawful

6A. (1)Unlawful disclosure of inside

disclosure of

information shall also constitute a criminal

inside

offence when committed intentionally.

information.

(2) Inciting, aiding or abetting the

offence referred to in sub-article (1) shall also

amount to a criminal offence.

(3) For the purposes of this article,

unlawful disclosure of inside information arises

where a person possesses inside information and

discloses that information to any other person,

except where the disclosure is made in the

normal exercise of an employment, a profession

or duties as defined under sub-article (5),

including where the disclosure qualifies as a

market sounding made in compliance with

Article 11(1) to (8) of the Market Abuse

Regulation.

(4) This article applies to any person in

the situations or circumstances referred to in

article 6(7).

(5) For the purposes of this Act, the

onward disclosure of recommendations or

inducements referred to in article 6(6) amounts

to unlawful disclosure of inside information

where the person disclosing the recommendation

or inducement knows that it was based on inside

information.

(6) This article shall be applied in

accordance with the laws of the freedom of the

press and the freedom of expression.".

Article 7 of the principal Act shall be substituted by the

following

"7. Without prejudice to any of the provisions of the

Market Abuse Regulation where an issuer or emission

allowance market participant has delayed disclosure of inside

information under Article 17(4) of the Market Abuse

Regulation, it shall inform the competent authority that

disclosure of the information was delayed and shall provide a

written explanation of how the conditions set out in Article

17(4) were met, immediately after the information is disclosed

to the public.".

Article 8 of the principal Act shall be substituted by the

following

"8. (1) Market manipulation, as referred to in this

article, shall constitute a criminal offence when committed

intentionally.

(2) It shall also be a criminal offence to attempt to

commit any of the offences referred to in sub-article (1).

(3) Inciting, aiding or abetting the offence referred to in

sub-article (1) shall also amount to a criminal offence.

(4) For the purposes of this article, market manipulation

shall comprise the following activities

(a) entering into a transaction, placing an order to

trade or any other behaviour which

(i) gives false or misleading signals as to the

supply of, demand for, or price of, a financial

instrument or a related spot commodity contract; or

(ii) secures the price of one or several

financial instruments or a related spot commodity

contract at an abnormal or artificial level

Provided that the reasons for so doing of the

person who entered into the transactions or issued the

orders to trade are legitimate, and those transactions or

orders to trade are in conformity with accepted market

practices on the trading venue concerned;

(b) entering into a transaction, placing an order to

trade or any other activity or behaviour which affects the

spot commodity contract, which employs a fictitious

device or any other form of deception or contrivance;

(c) disseminating information through the media,

including the internet, or by any other means, which

gives false or misleading signals as to the supply of,

demand for, or price of a financial instrument, or a

related spot commodity contract, or secures the price of

one or several financial instruments or a related spot

commodity contract at an abnormal or artificial level,

where the persons who made the dissemination derive

for themselves or for another person an advantage or

profit from the dissemination of the information in

question; or

(d) transmitting false or misleading information or

providing false or misleading inputs or any other

behaviour which manipulates the calculation of a

benchmark.

(5) The provisions of this article shall be without

prejudice to any of the provisions of the Market Abuse

Regulation,".

Article 9 of the principal Act shall be substituted by the Substitution of

article 9 of the

principal Act.

"9. Without prejudice to any provisions of the Market

Abuse Regulation, the issuer or emission allowance market

participant shall ensure that the information that is notified in

accordance with Article 19(1) of the Market Abuse Regulation

is made public promptly and no later than three working days

after the transaction in a manner which enables fast access to

this information on a non-discriminatory basis. The issuer or

emission allowance market participant shall use such media as

may reasonably be relied upon for the effective dissemination of

information to the public.".

Article 10 of the principal Act shall be deleted.

Deletion of

article 10 of the

principal Act.

Article 11 of the principal Act shall be deleted.

Deletion of

article 11 of the

principal Act.

Article 12 of the principal Act shall be deleted.

Deletion of

article 12 of the

principal Act.

Article 13 of the principal Act shall be amended as

(a)

in sub-article (1) thereof

(i) for the words "under this Act or any other law,",

there shall be substituted the words "under this Act, the

Market Abuse Regulation or any other law,"; and

(ii) for the words "monitoring any regulated market

in Malta", there shall be substituted the words

"monitoring any trading venue in Malta";

(b)

sub-article (3) thereof shall be amended as follows

(i) for the words "foreign authority", there shall be

substituted the words "European regulatory authority

and an overseas regulatory authority"; and

(ii) for the words "that its officials", there shall be

substituted the words "that their officials";

(c)

in sub-article (4) thereof

(i) for the words "only where", there shall be

substituted the words "namely where"; and

(ii) for paragraph (a) thereof there shall be

substituted the following

"(a) such an investigation might adversely

affect the sovereignty, security or public policy of

Malta, in particular the fight against terrorism and

other serious crimes or complying with the request

is likely to affect its own investigation,

enforcement activities or, where applicable, a

criminal investigation;"; and

(d) in the paragraph immediately following paragraph

(c) thereof, for the words "foreign authority" there shall be

substituted the words "European regulatory authority or the

overseas regulatory authority".

Sub-article (1) of article 14 of the principal Act shall be

amended as follows

(a)

for the words "in the exercise of its functions under

this Act the competent authority shall", there shall be

substituted the words "in the exercise of its functions under this

Act and, or under the Market Abuse Regulation, the competent

authority shall"; and

(b) in paragraph (a) thereof, for the words "prohibited

by any of the provisions of this Act;", there shall be substituted

the words "prohibited by any of the provisions of this Act or the

Market Abuse Regulation;".

In article 15 of the principal Act, for the words "in the Amendment of

exercise of its functions and powers under this Act the competent article

principal Act.

authority shall", there shall be substituted the words "in the exercise

of its functions under this Act and, or under the Market Abuse

Regulation, the competent authority shall".

Article 16 of the principal Act shall be amended as Amendment of

article 16 of the

follows

principal Act.

(a) in paragraph (a) of sub-article (1) thereof, for the

words "in the exercise of its powers under this Act, the

competent authority may", there shall be substituted the words

"in the exercise of its powers under this Act and, or under the

Market Abuse Regulation, the competent authority may"; and

(b) in sub-article (6) thereof, for the words "may have

been in breach of this Act," there shall be substituted the words

"may have been in breach of this Act and, or the Market Abuse

Regulation,".

Immediately after article 16 of the principal Act, there Addition of

article to the

shall be added the following new article

principal Act.

" Assistance for

16A. Without prejudice to any other

on-site

function of the competent authority under this

inspections.

Act, under the Market Abuse Regulation or any

other law, the competent authority in Malta may

request assistance from a European regulatory

authority or an overseas regulatory authority

with regard to on-site inspection.".

Article 17 of the principal Act shall be amended as Amendment of

article 17 of the

follows

principal Act.

(a) in sub-article (1) thereof, for the words "in the

exercise and for the purposes of its functions under this Act and

for the better implementation thereof,", there shall be

substituted the words "in the exercise and for the purposes of its

functions under this Act and, or under the Market Abuse

Regulation and for the better implementation thereof,"; and

(b)

in sub-article (2) thereof

(i) in paragraph (a) thereof, for the words

"provisions of this Act, or of any rules or regulations

issued thereunder", there shall be substituted the words

"provisions of this Act, the Market Abuse Regulation,

any rules and, or regulations issued thereunder";

(ii) in paragraph (b) thereof, for the words

"Financial Markets Act; and", there shall be substituted

the words "Financial Markets Act;";

(iii) in paragraph (c) thereof, for the words "as

applicable.", there shall be substituted the words "as

applicable;"; and

(iv) immediately after paragraph (c) thereof, there

shall be added the following new paragraphs

"(d) require the person responsible for the

infringement to desist from a repetition of that

conduct;

(e) request for the disgorgement of the profits

gained or losses avoided due to the infringement

insofar as they can be determined;

(f) contain a public warning which indicates

the person responsible for the infringement and the

nature of the infringement;

(g) require the withdrawal

of

the

authorisation of an investment firm;

(h) place a temporary ban on the person

discharging managerial responsibilities within an

investment firm or on any other natural person,

who is held responsible for the infringement, from

exercising management functions in investment

firms;

(i) place a permanent ban on the person

discharging managerial responsibilities within an

investment firm or on any other natural person,

who is held responsible for the infringement, from

exercising management functions in investment

firms only in the event of repeated infringements of

Article 14 or 15 of the Market Abuse Regulation;

(j) place a temporary ban on the person

discharging managerial responsibilities within an

investment firm or on any other natural person,

who is held responsible for the infringement, from

exercising management functions in investment

firms;

(k) impose a temporary prohibition on the

exercise of professional activity.".

Immediately after article 17 of the principal Act, there Addition of new

articles to the

shall be added the following new articles

principal Act.

" Information

17A. In the exercise of its powers under

this Act and, or the Market Abuse Regulation,

the competent authority may request information

from market participants in relation to

commodity derivatives on related spot markets

according to standardised formats, obtain reports

on transactions, and have direct access to

traders’ system.

17B. In the exercise of its powers under

this Act and, or the Market Abuse Regulation,

the competent authority must take all necessary

measures to ensure that the public is correctly

informed, inter alia, by correcting false or

misleading disclosed information, including by

requiring an issuer or other person who has

published or disseminated false or misleading

information to publish a corrective statement.

17C. In the exercise of its powers under

investigation.

this Act and, or the Market Abuse Regulation,

the competent authority may refer matters for

criminal investigation.".

Sub-article (1) of article 18 of the principal Act shall be Amendment of

article 18 of the

amended as follows

principal Act.

(a)

for the words "conducted pursuant to this Act,",

there shall be substituted the words "conducted pursuant to this

Act, and, or the Market Abuse Regulation,"; and

(b) for the words "a breach of this Act,", there shall be

substituted the words "a breach of this Act, and, or the Market

Abuse Regulation,".

In paragraph (a) of sub-article (1) of article 19 of the

principal Act, for the words "in default of any provision of this Act

and upon receiving", there shall be substituted the words "in default

of any provisions of this Act and, or of the Market Abuse Regulation

and upon receiving".

Immediately after article 19 of the principal Act, there

shall be added the following new article

" Corrective

19A. The competent authority shall ensure

statement.

that the public is correctly informed by

correcting false or misleading disclosed

information, including by requiring an issuer or

other person who has published or disseminated

false or misleading information to publish a

corrective statement.".

Article 20 of the principal Act shall be amended as

(a)

in sub-article (1) thereof

(i) for the words "with this Act, the competent

authority", there shall be substituted the words "with this

Act and the Market Abuse Regulation, the competent

authority";

(ii) in paragraph (b) thereof, for the words "foreign

authority", there shall be substituted the words

"European regulatory authority, overseas regulatory

authority";

(b) for paragraph (b) of sub-article (2) thereof, there

shall be substituted the following

"(b) where the assistance is required by a European

regulatory authority for the purposes of the exercise of

one or more of its regulatory functions under the Market

Abuse Directive, and, or the Market Abuse Regulation;";

(c)

sub-article (3) thereof shall be substituted by the

following

"(3) Upon receipt from a European regulatory

authority for the purpose of carrying out its duties in the

investigation and detection in terms of the Market Abuse

Directive, and, or the Market Abuse Regulation,

including a request by the European regulatory authority

for them to accompany officers, employees or other

agents of the competent authority during the course of an

investigation, the competent authority shall immediately

take the necessary measures in order to gather the

information required by the European regulatory

authority. If the competent authority is not able to supply

the required information immediately, it shall notify the

requesting European regulatory authority of the

reasons.";

(d)

in sub-article (4) thereof

(i) for the words "where:", there shall be

substituted the words "namely where:";

(ii) for paragraph (a) thereof, there shall be

substituted the following

"(a) communication might adversely affect

the sovereignty, security or public policy of Malta,

in particular the fight against terrorism and other

serious crimes or complying with the request is

likely to affect its own investigation, enforcement

activities or, where applicable, a criminal

investigation;";

(iii) in the paragraph immediately following

paragraph (c) thereof, for the words "foreign authority",

there shall be substituted the words "European

regulatory authority";

(e) sub-article (5) thereof shall be substituted by the

following

"(5) Where the competent authority is convinced

that acts contrary to the provisions of the Market Abuse

Directive and the Market Abuse Regulation are being, or

have been, carried out on the territory of another

Member State or EEA State, it shall give notice of that

fact to the relevant European regulatory authority in as

specific a manner as possible.";

(f)

in the proviso to sub-article (6) thereof, for the

words "foreign authority" there shall be substituted the words

"European regulatory authority";

(g)

sub-article (7) thereof shall be substituted by the

following

"(7) Without prejudice to Article 258 of the Treaty

on the Functioning of the European Union, where a

request for information, co-ordination of efforts or other

form of collaboration, including a request to accompany

officials of the European regulatory authority during the

course of an investigation in terms of the Market Abuse

Directive, and, or the Market Abuse Regulation, made

by the competent authority to a European regulatory

authority in terms of this article is not acted upon within

a reasonable time or is rejected, the competent authority

may refer such rejection or absence of action to ESMA

within a reasonable timeframe."; and

(h) in paragraph (a) of sub-article (8) thereof, for the

words "any authority, body or", there shall be substituted the

words "any overseas regulatory authority, authority, body or".

Article 20A of the principal Act shall be deleted.

Article 21 of the principal Act shall be amended as

(a)

sub-article (1) thereof shall be renumbered as article

(b) in article 21 thereof, as renumbered, for the words

"Market Abuse Directive", there shall be substituted the words

"Market Abuse Regulation and Market Abuse Directive";

(c)

in article 21 thereof, as renumbered, the words "and

such rules shall be published in the Gazette" shall be deleted;

(d)

sub-article (2) thereof shall be deleted.

Article 22 of the principal Act shall be amended as

(a)

sub-article (1) thereof shall be substituted by the

following

"(1) Where the competent authority is satisfied that a

person’s conduct amounts to a breach of any of Articles

14, 15, 16, 17, 18, 19 and 20 of the Market Abuse

Regulation, the competent authority may by notice in

writing and without recourse to a court hearing impose

an administrative penalty in respect of a natural person,

consisting of a fine which may not exceed

(a) five million euro (€5,000,000) for

infringements of Article 14 or 15 of the Market

Abuse Regulation;

(b) one million euro (€1,000,000) for

infringements of Articles 16 and 17 of the Market

Abuse Regulation;

(c) five hundred thousand euro (€500,000) for

infringements of Article 18, 19 or 20 of the Market

Abuse Regulation,

whereas in respect of legal persons, the penalty consists

of a fine which may not exceed

(a) fifteen million euro (€15,000,000) or 15%

of the total annual turnover of the legal person

according to the last available accounts approved

by the management body for infringements of

Articles 14 and 15 of the Market Abuse

Regulation;

(b) two million five hundred thousand euro

(€2,500,000) or 2% of its total annual turnover

according to the last available accounts approved

by the management body for infringements of

Article 16 or 17 of the Market Abuse Regulation;

(c) one million euro (€1,000,000) for

infringements of Article 18, 19 or 20 of the Market

Abuse Regulation.";

(b) immediately after sub-article (1) thereof, there shall

be added the following new sub-article

"(1A) Where the competent authority is satisfied that

a person’s conduct amounts to a breach of any of the

provisions of this Act, regulations or rules issued

thereunder other than any of the provisions thereof

which are also regulated by the Market Abuse

Regulation, or to a breach of any of the other provisions

of the Market Abuse Regulation not referred to in sub-

article (1), the competent authority may by notice in

writing and without recourse to a court hearing impose

on any such natural or legal person an administrative

penalty, consisting of a fine which may not exceed one

hundred and fifty thousand euro (€150,000) for each

infringement or failure to comply, as the case may be.";

(c) in sub-article (2) thereof, for the words "upon whom

a notice is served may apply", there shall be substituted the

words "upon whom a notice is served in terms of sub-articles (1)

and (1A) may apply"; and

(d) in sub-article (4) thereof, for the words "in subarticle

(1)", there shall be substituted the words "in sub-articles (1) and

(1A)".

Article 24 of the principal Act shall be amended as

(a)

in sub-article (1) thereof, for the words "comply

with any of the provisions of article 6, 8, 14, 15, 16, 18 or 19",

there shall be substituted the words "comply with any of the

provisions of article 6, 6A, 8, 14, 15, 16, 17A, 18 or 19";

(b) sub-article (5) thereof shall be substituted by the

following

"(5) (a)

A natural person found guilty of an

infringement of sub-articles (2) to (4) or under the

provisions of articles 6, 6A, 8, 14, 15, 16 or 17A shall be

liable on conviction to a fine (multa) of not less than five

thousand euro (€5,000) and not exceeding five million

euro (€5,000,000) or up to three times the profit made or

the loss avoided by virtue of the offence, whichever is

the greater, or to imprisonment for a term not exceeding

six years or to both such fine and imprisonment;

(b)

a legal person found guilty of an

infringement of sub-articles (2) to (4) or under the

provisions of article 6, 6A, 8, 14, 15, 16 or 17A shall be

liable on conviction to a fine (multa) of not less than five

thousand euro (€5,000) and not exceeding fifteen million

euro (€15,000,000) or up to three times the profit made

or the loss avoided by virtue of the offence, whichever is

the greater, or to

(i) exclusion from entitlement to public

benefits or aid;

(ii) temporary or permanent disqualification

from the practice of commercial activities;

(iii) placing under judicial supervision;

(iv) judicial winding-up;

(v) temporary or permanent closure of

establishments which have been used for

committing the offence,

or to both such fine and any or all of the measures

mentioned in sub-paragraphs (i) to (v);

(c) legal persons can be held liable for

infringements of any of the provisions of the Act

referred to in paragraph (b) committed for their benefit

by any person, acting either individually or as part of an

organ of the legal person, and having a leading position

within the legal person based on

(i) a power of representation of the legal

person;

(ii) an authority to take decisions on behalf of

the legal person; or

(iii) an authority to exercise control within the

legal person;

(d)

legal persons shall also be held liable

where the lack of supervision or control, by a person

referred to in paragraph (c), has made possible the

commission of an offence referred to in articles 6, 6A

and 8 for the benefit of the legal person by a person

under its authority;

(e)

the liability of legal persons under this

sub-article shall not exclude criminal proceedings

against natural persons who are involved as perpetrators,

inciters or accessories in the offences referred to in

articles 6, 6A and 8.".

Immediately after article 24 of the principal Act, there Addition of new

articles to the

principal Act.

shall be added the following new articles

" Applicability.

24A. (1)The provisions of this Act shall

apply to the offences which have been

committed

(a)

in whole or in part within the

Maltese territory, or

(b) by one of its nationals, or

(c)

by the offender who is a

habitual resident in the Maltese territory, or

(d) for the benefit of a legal person

established in the Maltese territory.

24B. Reporting of infringements in terms

Reporting of

infringements.

of Article 32 of the Market Abuse Regulation

shall be carried out in accordance with the

Reporting of Infringements Regulations, 2016.".

Article 25 of the principal Act shall be substituted by the

following

"25. (1) The Minister may, acting on the advice of the

competent authority, make regulations to better implement the

provisions of this Act, and to better transpose the Market Abuse

Directive and to better implement the provisions of the Market

Abuse Regulation. Regulations made under this article, and

strictly related to transposition or implementation as aforesaid,

may provide that any provision of this Act or of any other law

shall not apply to matters falling under the regulations, and that

in so far as any of the provisions of the regulations are

inconsistent with the provisions of this Act or of any other law,

such provisions in any such regulations shall prevail.

(2) Regulations made under this article, may be made

subject to such exemptions or conditions as may be specified

therein, may make different provision for different cases,

circumstances or purposes and may give to the competent

authority such powers of adaptation and revocation of the

regulations as may also be so specified.

(3) Where regulations have been made in terms of this

article, the competent authority may issue Rules within the

meaning of article 21 for the better carrying out and to better

implement the provisions of the regulations.

(4)

Regulations made under this article may impose

(a) administrative penalties which may not exceed

one hundred and fifty thousand euro (€150,000) for each

infringement or failure to comply, as the case may be;

(b) criminal punishments in respect of any offence

which shall not exceed a fine (multa) of one hundred and

fifty thousand euro (€150,000) or imprisonment for a

term not exceeding one year, or both such fine and

imprisonment; and

(c) administrative penalties and fines higher than

one hundred and fifty thousand euro (€150,000), in

respect of any contravention of or failure to comply with

any regulations made under this Act where necessary for

the purpose of transposing or giving effect to any of the

provisions of the Market Abuse Directive or the Market

Abuse Regulation.

(5) Regulations made under this article may also

provide for the assignment of power and authority to the

competent authority in order to enable it to ensure that the

provisions of the regulations are properly implemented.".

Immediately after article 28 of the principal Act there shall Addition of new

article to the

be added the following new article

principal Act.

" Provision of

29. Without

prejudice

to

the

appropriate

independence of the judiciary, the Minister may,

training.

where he considers it appropriate, request any

organisation responsible for the training of

judges, prosecutors, the police and the staff of

the competent authority that may be in any way

involved in criminal proceedings and

investigations, on any matter provided for in this

Act, to provide appropriate training with respect

to the objectives of this Act and of the Market

Abuse Regulation.".

Passed by the House of Representatives at Sitting No. 455 of the

28th November, 2016.

Ċ ENSU G ALEA

Deputy Speaker

R AYMOND S CICLUNA

Clerk of the House of Representatives

€2.52