ACT No. XLVI of 2021 An Act to amend various financial services laws.

I assent.

(L.S.)

GEORGE VELLA

President

23rd July, 2021

ACT No. XLVI of 2021

An Act to amend various financial services laws.

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 Various Financial Services Short title.

Laws (Amendment) Act, 2021.

PART I

AMENDMENTS TO THE MALTA FINANCIAL SERVICES

AUTHORITY ACT

This Part amends and shall be read and construed as one with Amendments to

the Malta Financial Services Authority Act, hereinafter in this Part the

Financial

referred to as "the principal Act".

Services

Authority Act.

Article 2 of the principal Act shall be amended as follows

Amendment of

article 2 of the

principal Act.

(a)

immediately after the definition "Directorate" there

shall be added the following new definition

""Disclosure Regulation" means Regulation (EU)

2019/2088 of the European Parliament and of the Council

of 27 November 2019 on sustainability‐related disclosures

in the financial services sector, as amended from time to

time, and includes any binding legal instruments,

guidelines and other measures that have been or may be

issued thereunder;";

(b) immediately after the definition "internal audit" there

shall be added the following new definition

""local regulated market" means a regulated market

authorized under the Financial Markets Act;";

(c) in the definition "prescribed", for the words "under

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

any regulations or Rules issued thereunder;"; and

(d) immediately after the definition "prescribed", as

amended, there shall be added the following new definition

" "Taxonomy Regulation" means Regulation (EU)

2020/852 of the European Parliament and of the Council of

18 June 2020 on the establishment of a framework to

facilitate sustainable investment, and amending Regulation

(EU) 2019/2088, as amended from time to time, and

includes any binding legal instruments, guidelines and

other measures that have been or may be issued

thereunder.".

Article 4 of the principal Act shall be amended as follows

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

be added the following new sub-articles

"(1A) Without prejudice to the functions of the

Authority under this or any other law, it shall also be the

function of the Authority

(a) to promote and safeguard the integrity of

local regulated markets;

(b) to ensure investor confidence in local

regulated markets;

(c) to ensure that all the participants of local

regulated markets are responsible for their decisions

and actions; and

(d) to ensure that any measures imposed

upon any person in accordance with this Act or any

other law, where relevant, are imposed in accordance

with the principle of proportionality.

(1B) Without prejudice to the functions of the

Authority under this or any other law, it shall also be the

function of the Authority to monitor the compliance

(a) of financial market participants and

financial advisers, as defined in Article 2 of the

Disclosure Regulation, with the requirements of the

said Regulation; and

(b) of financial market participants, as defined

in Article 2 of the Taxonomy Regulation, with the

requirements of Articles 5, 6 and 7 of the said

Regulation."; and

(b) in sub-article (3) thereof, for the words "or any other

law." there shall be substituted the words "or any other law,

including the Authority’s function to provide training,

knowledge and education on all matters relating to financial

services.".

Article 7A of the principal Act shall be substituted by the Substitution of

article 7A of the

principal Act.

(1) Without prejudice to the functions and

powers of the Board of Governors under this Act or any

other law, the Board of Governors shall be responsible

for the approval of prospectuses and admissibility to

listing, and for the monitoring and supervision of local

regulated markets and participants thereof falling

within the regulatory and supervisory remit of the

Authority.

(2) The Board of Governors may, from time to

time, delegate in writing any of its functions and

powers under sub-article (1), on such matters and

subject to such conditions and modalities as may be

specified in the delegation, subject to the terms and

duration as determined by the Board of Governors, to

the Executive Committee, the Chief Executive Officer

or one or more of the members of the Executive

Committee, any one or more of the sub-committees

established by the Executive Committee, or a function

or unit of the Authority, as may be specified.".

6. Article 9 of the principal Act shall be amended as follows

(a) in sub-article (2) thereof, for the words "of the

Committee" there shall be substituted the words "of the

Executive Committee, any one or more of the sub-committees

established by the Executive Committee"; and

(b)

sub-article (9) thereof shall be deleted.

7. Article 16 of the principal Act shall be amended as follows

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

words "access to any relevant documentation and, or records of a

licence holder, including access to any telephonic or other

records" there shall be substituted the words "access to any

relevant documentation and, or records of a licence holder, or of

any other person who appears to be in possession of relevant

documentation and, or records, including access to any

telephonic or other records"; and

(b) in sub-article (3) thereof, for the words "Rules issued

thereunder," there shall be substituted the words "Rules issued

thereunder, with any of the provisions of the Disclosure

Regulation, with any of the provisions of Articles 5, 6 or 7 of the

Taxonomy Regulation,".

Immediately after sub-article (2) of article 20A of the

principal Act, there shall be added the following new sub-article (2A)

"(2A) The Minister, acting on the advice of the Authority,

may make regulations to impose such fees and charges in respect

of any request, application or other matter that may be submitted

to the Authority under this or any other Act, including the fees

and charges in respect of any permission, licence, authorisation,

exemption or other benefit, as well as any fees and charges in

respect of the Authority’s regulatory, supervisory or investigative

functions under this or any other law, including the Authority’s

function to provide training, knowledge and education on all

matters relating to financial services.".

Article 21 of the principal Act shall be amended as follows

(a) in sub-article (8) thereof, for the words "and the

Tribunal shall proceed to deal with any matter before it with

utmost urgency and shall give its decision without delay." there

shall be substituted the words "and the competent authority shall

have thirty (30) days from the date when it was served by the

Tribunal with the appeal in question to file its reply.";

(b) immediately following sub-article (8) thereof, there

shall be added the following new sub-article (8A)

"(8A) The Tribunal shall proceed to deal with any

matter before it with utmost urgency and shall give its

decision without delay.".

PART II

AMENDMENTS TO THE FINANCIAL MARKETS ACT

This Part amends and shall be read and construed as one with Amendments to

the Financial Markets Act, hereinafter in this Part referred to as "the the

Markets Act.

Article 2 of the principal Act shall be amended as follows

Amendment of

article 2 of the

principal Act.

(a)

in sub-article (1) thereof

(i) immediately after the definition "bye-laws",

there shall be added the following new definition

""Capital Markets Rules" means those Rules

issued by the competent authority under Part III of

this Act;";

(ii) immediately after the definition "Directive

2013/34/EU" there shall be added the following new

definition

""Directives"

means

the

Transparency

Directive, the Shareholders’ Rights Directive, the

Takeover Bids Directive and the Statutory Audits

Directive, collectively;";

(iii) the definition "Financial Market Rules" shall be

deleted;

(iv) immediately after the definition "financial

instruments" there shall be added the following new

definition

""frequent issuer" means an issuer referred to in

Article 9(11) of the Prospectus Regulation;";

(v) immediately after the definition "inspector",

there shall be added the following new definition

""issuer" means, for the purposes of Part III,

any legal entity which issues or proposes to issue

securities;";

(vi) the definition "Listing Authority" shall be

deleted;

(vii) immediately after the definition "listed

financial instruments" or "quoted financial instruments",

there shall be added the following new definition

""local regulated market" means, for the

purposes of Part III, a regulated market which is

authorised under this Act;";

(viii) immediately after the definition "multilateral

trading facility" there shall be added the following new

definitions

""offer of securities to the public" means, for

the purposes of Part III, a communication to persons

in any form and by any means, presenting sufficient

information on the terms of the offer and the

securities to be offered, so as to enable an investor to

decide to purchase or subscribe for those securities.

This definition also applies to the placing of

securities through financial intermediaries;

"offeror" means, for the purposes of Part III, a

legal entity or individual which offers securities to

the public;";

(ix) the definition "Prospectus Directive" shall be

substituted by the following new definition

""Prospectus Regulation" means Regulation

(EU) No. 2017/1129 of the European Parliament and

of the Council of the 14 June 2017 on the prospectus

to be published when securities are offered to the

public or admitted to trading on a regulated market,

and repealing Directive 2003/71/EC, as may be

amended from time to time, and includes any

implementing measures, implementing technical

standards, regulatory technical standards and similar

measures that have been, or may be issued

thereunder;";

(x) immediately after the definition "related

company" there shall be added the following new

definitions

""securities" means, for the purposes of Part

III, transferable securities, with the exception of

money market instruments as defined in point (17) of

Article 4(1) of the MiFID, having a maturity of less

than twelve (12) months;

"Shareholders’ Rights Directive" means

Directive 2007/36/EC of the European Parliament

and of the Council of the 11 July 2007 (as

subsequently amended) on the exercise of certain

rights of shareholders in listed companies, as may be

amended from time to time, and includes any

implementing measures, implementing technical

standards, regulatory technical standards and similar

measures that have been or may be issued

thereunder;"; and

(xi) immediately after the definition "Shareholders

Rights Directive", as added, there shall be added the

following new definition

""Statutory Audits Directive" means Directive

2006/43/EC of the European Parliament and of the

Council of the 17 May 2006 (as subsequently

amended) on statutory audits of annual accounts and

consolidated accounts, amending Council Directives

78/660/EEC and 83/349/EEC and repealing Council

directive 84/253/EEC, as may be amended from time

to time, and includes any implementing measures,

implementing technical standards, regulatory

technical standards and similar measures that have

been, or may be issued thereunder;"; and

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

be added the following new sub-article

"(1A) In this Act and in any regulations made

thereunder, if there is any conflict between the English and

Maltese texts, the English text shall prevail.".

Sub-article (11) of article 4 of the principal Act shall be Amendment of

article 4 of the

principal Act.

Article 7 of the principal Act shall be deleted.

The title "Listing Authority" of Part III of the principal Act

shall be substituted by the title "Prospectus, Listing and Trading".

Article 11 of the principal Act shall be substituted by the

following

11. (1) Without prejudice to any other power or

"Functions and

powers of the

function conferred to it by this Act or any other law, it

competent

authority.

shall also be the function of the competent authority

(a) to approve, or otherwise, the

prospectus of any offer of securities to the public

in Malta;

(b) to approve, or otherwise, the

admissibility of securities to a local regulated

market;

(c) to make Capital Markets Rules for the

better implementation and purposes of this Part;

(d) to ensure compliance by issuers of

securities with the requirements or conditions set

out in the Prospectus Regulation, the Directives,

this Act and any regulations and Capital Markets

Rules issued thereunder;

(e) to monitor the timely disclosure of

information by issuers or any other persons

subject to the Capital Markets Rules with the

objective of ensuring effective and equal access

to the public in Malta and in all Member States or

EEA States where the securities are admitted to

trading on a local regulated market;

(f) to act as the designated competent

authority in Malta for the purposes of

implementing the relevant provisions of the

Prospectus Regulation and the Directives, ensure

that the provisions adopted pursuant to the

Directives are applied and issue Capital Markets

Rules in furtherance of its responsibility under

any provisions of any of the Directives, which

rules shall be binding on issuers, shareholders

and any other persons as may be indicated in the

said Rules

Provided that, in relation to the Statutory

Audit Directive, this paragraph shall only apply to the

extent that the said Directive applies to issuers;

(g) to cooperate with ESMA for the

purposes of, and where required by, the

Prospectus Regulation, the Directives or any

other applicable law.

(2) Without prejudice to any other regulatory and

investigatory powers conferred to it by this Act or any

other law, the competent authority shall have the

following powers

(a) to require any person to provide

supplementary information in a prospectus or

through any other means as may be specified by

the competent authority, where necessary for

investor protection;

(b) to prohibit or suspend advertisements

or require any person to cease or suspend

advertisements for a maximum of ten (10)

consecutive working days on any single occasion,

where there are reasonable grounds for believing

that the Prospectus Regulation, this Act or any

regulations or Capital Markets Rules issued

thereunder have been infringed in a local

regulated market;

(c) to make public the fact that a person

is failing to comply with its obligations;

(d) to suspend the scrutiny of a

prospectus submitted to it for approval or

suspend or restrict an offer of securities to the

public or admission to listing and, or trading on a

local regulated market where the competent

authority is making use of the power to impose a

prohibition or restriction, until such prohibition

or restriction has ceased;

(e) to refuse approval of any prospectus

drawn up by any person for a maximum period of

not more than five (5) years, in the case where

that person has repeatedly and severely infringed

Prospectus Regulation, this Act or any

regulations or Capital Markets Rules issued

thereunder;

(f) to disclose, or to require any person to

disclose, all material information which may

have an effect on the assessment of the securities

offered to the public or admitted to trading on a

local regulated market in order to ensure investor

protection or the smooth operation and integrity

of the market;

(g) to suspend or require the relevant

authorized regulated market to suspend the listed

financial instruments from trading on an

authorized regulated market where it considers

that the issuer’s situation is such that trading

would be detrimental to investors’ interests;

(h) to carry out on-site inspections or

investigations at sites other than the private

residences of natural persons, and for that

purpose to enter premises in order to access

documents and other data in any form

(i) where a reasonable suspicion

exists that documents and other data related

to the subject-matter of the inspection or

investigation may be relevant to prove a

breach of the Prospectus Regulation, this

Act or any regulations or Capital Markets

Rules issued thereunder; and, or

(ii) for the purpose of ensuring

compliance of the issuer with continuing

obligations in terms of the Prospectus

Regulation, this Act or any regulations or

Capital Markets Rules issued thereunder.".

Article 12 of the principal Act shall be substituted by the

following

12. (1) Unless otherwise expressly provided in

"Approval of

prospectus and

this Act or in the provisions of any other applicable

admissibility to

listing.

law, no securities shall be

(a) offered to the public in Malta unless

and until a prospectus is approved by the

competent authority; and

(b) eligible for admission to listing and

trading on a local regulated market unless and

until the competent authority has approved the

admissibility to listing of those securities.

(2) The Minister may by regulations provide that

any securities which fall within a description or

category specified in such regulations shall not be

admissible to listing on any local regulated market.

(3) A local regulated market may admit to listing

and trading to the recognised list concerned such

securities as may be considered appropriate and which

-

(a) do not fall within a description or

category specified in any regulation made by the

Minister under sub-article (2) as not being

admissible to listing on any local regulated

market; and

(b) have been authorised as admissible to

listing by the competent authority.

Immediately after article 12 of the principal Act, there shall Addition of

article 12A to

be added the following new article

the principal

Act.

12A. (1) Without prejudice to Article 4 of the

Prospectus Regulation, the provisions of the Prospectus

Regulation, this Act and any regulations or Capital

Markets Rules issued thereunder shall not apply to an

offer of securities to the public with a total

consideration in the European Union and the EEA of

less than one million euro (€1,000,000), which shall be

calculated over a period of twelve (12) months.

(2) Without prejudice to sub-article (1), as well as

Articles 1(4) and 4 of the Prospectus Regulation, offers

of securities to the public shall be exempt from the

obligation to publish a prospectus in accordance with

Article 3(1) of the Prospectus Regulation provided

that

(a) such offers are not subject to

notification in accordance with Article 25 of the

Prospectus Regulation; and

(b) the total consideration of each such

offer in the European Union and the EEA is less

than a monetary amount calculated over a period

of twelve (12) months which shall not exceed

five million euro (€5,000,000).".

Article 13 of the principal Act shall be substituted by the

13. (1) The competent authority may, from time

to time, issue and publish Capital Markets Rules which

shall be binding on all persons approved by it or falling

under its regulatory or supervisory functions and others

as may be specified therein.

(2) Without prejudice to the generality of sub-

article (1), Capital Markets Rules issued by the

competent authority may

(a) lay down additional requirements and

conditions in relation to persons approved by it,

seeking its approval, or falling under the

regulatory or supervisory functions of the

competent authority, their activities, the conduct

of their business, their relations with customers,

the public and other parties, their responsibilities

to

the

competent

authority,

reporting

requirements, financial resources, capital

adequacy and related requirements, and any other

matters as the competent authority may consider

appropriate;

(b) provide for the returns, statements

and notices to be made or given for any purposes

in regard to which the competent authority

exercises supervisory or regulatory functions,

and the form and contents thereof;

(c) prescribe the information that such

persons are to submit to the competent authority;

(d) transpose, implement and give effect

to the provisions and requirements of the

Prospectus Regulation, the Directives and any

other legislative measures of the European Union

requiring transposition or implementation; and,

or

(e) regulate any matter that is incidental

to or connected with any of the matters

mentioned above as the competent authority may

consider appropriate in the performance of its

functions.

(3) Capital Markets Rules 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 of the

Capital Markets Rules, as may also be so specified. ".

Article 14 of the principal Act shall be deleted.

Deletion of

article 14 of the

principal Act.

Article 15 of the principal Act shall be substituted by the Substitution of

article 15 of the

principal Act.

15. (1) An application for the approval of a

prospectus and, or the admissibility to listing of

securities on a local regulated market shall be made to

the competent authority in such a manner as may be

required by Capital Markets Rules.

(2) The competent authority shall not approve a

prospectus or the admissibility to listing of securities

on a local regulated market unless it is satisfied that

(a) the requirements of any applicable

provision of the Prospectus Regulation, this Act

or any regulations or Capital Markets Rules

issued thereunder; and

(b) any other requirements imposed by

the competent authority,

are complied with.

(3) An application for the approval of a

prospectus and, or the admissibility to listing of

securities on a local regulated market shall be refused if

the competent authority considers that granting it

would be detrimental to the public interest.".

Immediately after article 15 of the principal Act there shall be Addition of

articles 15A and

15B to the

principal Act.

added the following new articles

15A. (1) The competent authority shall notify the

applicant of its decision regarding the requested

approval of the prospectus within ten (10) working

days of the submission of the draft prospectus.

(2) The time limit set out in sub-article (1) shall be

extended to twenty (20) working days where the offer

to the public involves securities issued by an issuer that

does not have any securities admitted to trading on a

regulated market and that has not previously offered

securities to the public

Provided that the time limit of twenty (20)

working days shall only be applicable for the initial

submission of the draft prospectus. Where subsequent

submissions are necessary in accordance with sub-

article (3), the time limit set out in sub-article (1) shall

apply.

(3) Where the competent authority finds that the

draft prospectus does not meet the standards of

completeness, comprehensibility and consistency

necessary for its approval and, or that changes or

supplementary information are needed

(a) it shall inform the applicant of that

fact promptly and at the latest within the time

limits set out in sub-article (1) or, as applicable,

sub-article (2), as calculated from the submission

of the draft prospectus and, or the supplementary

information; and

(b) it shall clearly specify the changes or

supplementary information that are needed

Provided that, in such cases, the time limit set

out in sub-article (1) shall then apply only from the

date on which a revised draft prospectus or the

supplementary information requested are submitted to

the competent authority.

(4) Where the applicant is unable or unwilling to

m a k e t h e ne c e s s a r y ch a n g e s o r to p r o v i d e t h e

supplementary information requested in accordance

with sub-article (3), the competent authority shall be

entitled to refuse the approval of the prospectus and

terminate the review process. In such case, the

competent authority shall notify the applicant of its

decision and indicate the reasons for such refusal.

(5) Notwithstanding the provisions of sub-articles

(1) and (3), the time limits set out in the said sub-

articles shall be reduced to five (5) working days for a

prospectus consisting of separate documents drawn up

by frequent issuers, including frequent issuers using the

notification procedure provided for in Article 26 of the

Prospectus Regulation. The frequent issuer shall

inform the competent authority at least five (5)

working days before the date envisaged for the

submission of an application for approval

Provided that a frequent issuer shall submit an

application to the competent authority containing the

necessary amendments to the universal registration

document, where applicable, the securities note and the

summary submitted for approval.

(6) Notwithstanding the provisions of sub-articles

(1) and (3), the time limits set out in the said sub-

articles shall be reduced to seven (7) working days for

an EU Recovery prospectus drawn up in accordance

with the Prospectus Regulation. The issuer shall inform

the competent authority at least five (5) working days

before the date envisaged for the submission of an

application for approval

Provided that this provision shall only apply

till 31 December 2022, following which it shall cease

to have effect.

(7) Where the competent authority fails to take a

decision on the prospectus within the time limits laid

down in sub-articles (1), (2) and (5), such failure shall

not be deemed to constitute approval of the application.

(8) If the competent authority decides to approve

a prospectus, it shall give the applicant written notice

accordingly.

(9) If the competent authority decides to refuse a

prospectus, it must give the applicant notice of its

decision in writing stating the reasons for its refusal.

(10) The competent authority shall notify ESMA of

the approval of a prospectus and any supplement

thereto as soon as possible and in any event by no later

than the end of the first working day after that approval

is notified to the applicant.

15B. (1) Notwithstanding the provisions of this

Act or any other law, the issuer, the offeror, the person

asking for the admission to listing and, or trading on an

authorized regulated market, the guarantor or, when

any of the foregoing is a legal entity, the members of its

administrative, management or supervisory bodies, as

the case may be, shall be jointly and severally

responsible and civilly liable for the information

submitted in a prospectus, and any supplement thereto.

(2) Notwithstanding the provisions of this Act or

any other law, no civil liability shall attach to any

person mentioned in sub-article (1) solely on the basis

of the summary pursuant to Article 7 of the Prospectus

Regulation or the specific summary of an EU Growth

prospectus pursuant to the second sub-paragraph of

Article 15(1) of the Prospectus Regulation, including

any translation thereof, unless

(a) it is misleading, inaccurate or

inconsistent, when read together with the other

parts of the prospectus; or

(b) it does not provide, when read

together with the other parts of the prospectus,

key information in order to assist investors when

considering whether to invest in the securities.

(3) The persons responsible for the prospectus,

and any supplement thereto in accordance with sub-

article (1), shall be clearly identified in the prospectus

by their names and functions or, in the case of legal

entities, their names and registered offices, as well as

declarations by them t hat, t o the best of their

knowledge, the information contained in the prospectus

is factually correct and that the prospectus makes no

omission likely to affect its import.

(4) The person mentioned in sub-article (1) shall

be responsible for the information submitted in a

registration document or in a universal registration

document only in those cases where the registration

document or the universal registration document is in

use as a constituent part of an approved prospectus

Provided that the provisions of this sub-article

shall apply without prejudice to Articles 4 and 5 of the

Transparency Directive where the information under

those Articles is included in a universal registration

document.".

Article 16 of the principal Act shall be substituted by the Substitution of

article 16 of the

principal Act.

16. (1) The competent authority shall notify the

applicant of its decision regarding the requested

approval of the admissibility to listing of securities on a

local regulated market within ten (10) working days of

the submission of the application.

(2) The time limit set out in sub-article (1) shall be

extended to twenty (20) working days where the offer

to the public involves securities issued by an issuer that

does not have any securities admitted to trading on a

regulated market and that has not previously offered

securities to the public

Provided that the time limit of twenty (20)

working days shall only be applicable for the initial

submission of the application. Where subsequent

submissions are necessary in accordance with sub-

article (3), the time limit set out in sub-article (1) shall

apply.

(3) Where the competent authority finds that the

application is incorrect or incomplete and, or that

supplementary information is required

(a) it shall inform the applicant of that

fact promptly and at the latest within the time

limits set out in sub-article (1) or, as applicable,

sub-article (2), as calculated from the date of the

submission of the application; and

(b) it shall clearly specify the changes or

supplementary information that are required

Provided that, in such cases, the time limit set

out in sub-article (1) shall subsequently apply only

from the date on which the revised application or the

supplementary information requested are submitted to

the competent authority.

(4) Where the applicant is unable or unwilling to

make the necessary changes to the application or to

provide the supplementary information requested in

accordance with sub-article (3), the competent

authority shall be entitled to refuse the approval of

admissibility to listing of securities on a local regulated

market and terminate the review process. In such a

case, the competent authority shall notify the applicant

of its decision and indicate the reasons for its refusal.

(5) Where the competent authority fails to take a

decision on the application within the time limits laid

down in sub-articles (1) and (2), such failure shall not

be deemed to constitute approval of the application.

(6) If the competent authority decides to approve

the admissibility to listing of securities on a local

regulated market, it shall give the applicant written

notice accordingly.

(7) If the competent authority decides to refuse

the admissibility to listing of securities on a local

regulated market, it must give the applicant notice of

its decision in writing stating the reasons for its refusal.

(8) For the purposes of this article "application"

means an application for the approval of admissibility

to listing of securities on a local regulated market made

in terms of the provisions of this Act, and any

regulations, or Capital Markets Rules issued

thereunder.".

Article 17 of the principal Act shall be deleted.

Article 18 of the principal Act shall be deleted.

Article 19 of the principal Act shall be deleted.

Article 19A of the principal Act shall be deleted.

Article 19B of the principal Act shall be deleted.

Article 19C of the principal Act shall be deleted.

Deletion of

article 19C of

the principal

Act.

Article 19D of the principal Act shall be deleted.

Deletion of

article 19D of

the principal

Act.

Article 20 of the principal Act shall be deleted.

Deletion of

article 20 of the

principal Act.

Article 20A of the principal Act shall be deleted.

Deletion of

article 20A of

the principal

Act.

Article 21 of the principal Act shall be deleted.

Deletion of

article 21 of the

principal Act.

Article 21A of the principal Act shall be amended as follows

Amendment of

article 21A of

the principal

(a) for the words "Listing Authority" there shall be

Act.

substituted the words "competent authority"; and

(b) for the words "under the Prospectus Directive and the

Transparency Directive." there shall be substituted the words

"under the Directives and the Prospectus Regulation.".

In article 21B of the principal Act, for the words "Listing Amendment of

Authority" there shall be substituted the words "competent authority". article

the principal

Act.

In article 21C of the principal Act, for the words "Listing Amendment of

Authority", wherever it occurs, there shall be substituted the words article

the principal

"competent authority".

Act.

Article 21D of the principal Act shall be amended as follows

Amendment of

article 21D of

the principal

(a) for the words "Listing Authority" there shall be

Act.

substituted the words "competent authority"; and

(b) for the words "the Transparency Directive." there

shall be substituted the words "the Directives and the Prospectus

Regulation.".

Article 22 of the principal Act shall be deleted.

Deletion of

article 22 of the

principal Act.

Article 23 of the principal Act shall be deleted.

Deletion of

article 23 of the

principal Act.

Article 27A of the principal Act shall be deleted.

In article 29 of the principal Act the words ", 7," shall be

Sub-article (1) of article 32 of the principal Act shall be

amended as follows

(a) paragraph (vi) thereof shall be substituted by the

following

"(vi) any issuer, offeror or person asking for

admission to listing and, or trading on a regulated market,

and any person that controls them or is controlled by them;

and, or";

(b) immediately after paragraph (vi) thereof, there shall

be added the following new paragraph

"(vii) any other person who appears to be in

possession of relevant information,".

Article 33 of the principal Act shall be amended as follows

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

article 32(1)(i) to (vi)." there shall be substituted the words

"referred to in article 32(1)(i) to (vii).";

(b)

sub-article (6) thereof shall be deleted.

In article 34A of the principal Act, for the words "which

transpose the Directive, including any regulations, Financial Market

Rules or administrative provisions made thereunder for the said

transposition" there shall be substituted the words "of this Act or any

regulations or Capital Markets Rules issued thereunder".

Article 35 of the principal Act shall be amended as follows

(a)

the words "the Listing Authority," shall be deleted;

(b) for the words "the provisions of this Act, any

regulations made thereunder" there shall be substituted the words

"the provisions of the Prospectus Regulation, this Act and any

regulations or Capital Markets Rules made thereunder".

Article 37 of the principal Act shall be amended as follows

(a)

sub-article (7) thereof shall be amended as follows

(i) in paragraph (c) thereof, for the words "under

article 42; or", there shall be substituted the words "under

this Act."; and

(ii)

paragraph (d) thereof shall be deleted;

(b) in paragraph (c) of sub-article (11) thereof, for the

words "under article 5," there shall be substituted the words

"under article 39K,".

In article 38 of the principal Act, the words "the Listing Amendment of

article 38 of the

Authority,", wherever they occur in the said article, shall be deleted.

principal Act.

Article 39A of the principal Act shall be substituted by the Substitution of

article 39A of

the principal

Act.

39A. (1) Without prejudice to any other powers

penalties and other

conferred to it by this Act or any other law, where the

competent authority is satisfied that a person’s conduct

amounts to a breach of any of the provisions of Part III,

or any regulations, or Capital Markets Rules issued

thereunder, or that a person has contravened or failed to

comply with any condition, obligation, requirement or

directives made or given by the competent authority

under any of the provisions of this Act or any

regulations or Capital Markets Rules issued thereunder,

including failure to co-operate in an investigation, the

competent authority may by notice in writing and

without recourse to a court hearing impose on such

person an administrative penalty which may not exceed

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

each breach or failure to comply, as the case may be, or

any other administrative measure, as it may deem

necessary.

(2) Administrative penalties that may be imposed

by the competent authority, may be imposed in the

form of a fixed penalty, a daily penalty, or both.

(3) The provisions of article 16(4) of the Malta

Financial Services Authority Act shall apply mutatis

mutandis with respect to any administrative penalty

imposed by the competent authority under sub-article

(1).

(4) The imposition by the competent authority of

an administrative penalty or any other administrative

measure in terms of this article shall be without

prejudice to any other consequence emanating from the

act or omission of the offender under civil or criminal

law

Provided that in all cases where the competent

authority imposes an administrative penalty in respect

of anything done or omitted to be done by any person,

and such act or omission also constitutes a criminal

offence, no proceedings may be taken or continued

against the said person in respect of such criminal

offence.".

Immediately after article 39A of the principal Act, there shall

be added the following new articles

39B. (1) Notwithstanding the provisions of article

penalties and other

19, the competent authority may impose administrative

penalties and other administrative measures as

mentioned in sub-article (2), where it considers that

(a) an issuer has failed to make public,

within the required time limit, any regulated

information as defined in the Capital Markets

Rules; or

(b) any other person subject to the

Capital Markets Rules has failed to notify, within

the required time limit, the acquisition or disposal

of a major holding in accordance with the Capital

Markets Rules.

(2) Notwithstanding the provisions of article 19,

the competent authority shall have the power to impose

the following administrative penalties and other

administrative measures for the breaches indicated in

sub-article (1)

(a)

a public statement indicating the

natural person or the legal entity responsible and

the nature of the breach;

(b) an order requiring the natural person

or the legal entity responsible to cease the

conduct constituting the breach and to desist from

any repetition of that conduct;

(c) in the case of a legal entity,

administrative penalties of

(i) up to ten million euro

(€10,000,000), or up to 5% of the total

annual turnover according to the last

available annual accounts approved by the

management body; where the legal entity is

a parent undertaking or a subsidiary of a

parent undertaking which has to prepare

consolidated financial accounts pursuant to

Directive 2013/34/EU, the relevant total

turnover shall be the total annual turnover

or the corresponding type of income

pursuant to the relevant accounting

Directives according to the last available

consolidated annual accounts approved by

the management body of the ultimate parent

undertaking; or

(ii) up to twice the amount of the

profits gained or any losses avoided

because of the breach, where those can be

determined,

whichever is higher;

(d) in the case of a natural person,

administrative penalties of

(i) up to two million euro

(€ 2,000,000); or

(ii) up to twice the amount of the

profits gained or any losses avoided

because of the breach, where those can be

determined,

whichever is higher.

(3) Without prejudice to the provisions of sub-

article (2), the competent authority may suspend the

exercise of voting rights attached to shares in the event

of any breach as referred to in sub-article (1)(a).

(4) The administrative penalties and other

administrative measures taken by the competent

authority in terms of this article shall be effective,

proportionate and dissuasive.

39C. (1) Notwithstanding the provisions of article

penalties and other

19, the competent authority may impose administrative

penalties and other administrative measures as

mentioned in sub-article (2), where it considers that

(a) a person’s conduct amounts to a

breach of Article 3, Article 5, Article 6, Article

7(1) to (11), Article 8, Article 9, Article 10,

Article 11(1) and (3), Article 14(1) and (2),

Article 15(1), Article 16(1), (2) and (3), Article

17, Article 18, Article 19(1) to (3), Article 20(1),

Article 21(1) to (4) and (7) to (11), Article 22(2)

to (5), Article 23 (1), (2), (3) and (5), and, or

Article 27 of the Prospectus Regulation; and, or

(b) a person has failed to co-operate or

comply in an investigation or with an inspection

or request covered by Article 32.

(2) Notwithstanding the provisions of article 19,

the competent authority shall have the power to impose

the following administrative penalties and other

administrative measures for the breaches indicated in

sub-article (1)

(a)

a public statement indicating the

natural person or the legal entity responsible and

the nature of the breach;

(b) an order requiring the natural person

or legal entity responsible to cease the conduct

constituting the breach;

(c) maximum administrative penalties of

twice the amount of any profits gained or losses

avoided because of the breach in cases where

they can be determined;

(d) in the case of a legal person,

maximum administrative pecuniary sanctions of

up to five million euro (€ 5,000,000), or up to 3%

of the total annual turnover of that legal person,

according to the last applicable financial

statements approved by the management body;

where the legal person is a parent undertaking or

a subsidiary of a parent undertaking which is

required to prepare consolidated financial

accounts in accordance with Directive 2013/34/

EU, the relevant total annual turnover shall be the

total annual turnover or the corresponding type of

income in accordance with the relevant European

Union law in the area of accounting according to

the last available consolidated accounts approved

by the management body of the ultimate parent

undertaking;

(e) in the case of a natural person,

administrative pecuniary sanctions of up to seven

hundred thousand euro (€700,000).

(3) The administrative penalties and other

measures taken by the competent authority in terms of

this article shall be effective, proportionate and

dissuasive.

39D. Where obligations imposed in terms of the

penalties and other

Prospectus Regulation, this Act or any regulations or

Capital Markets Rules issued thereunder, apply to the

members of a legal

issuer or to any other legal entity, in the event of a

breach of any provision thereof, administrative

penalties and other measures can also be imposed,

subject to the conditions laid down in national law, on

the members of the administrative, management or

supervisory bodies of the legal entity concerned, and

on other individuals who are responsible for the breach

under national law.

39E. In the case of administrative penalties or

measures imposed by the competent authority in

accordance with the provisions of this Act, the

competent authority shall take into account all relevant

circumstances, including where appropriate

(a)

the gravity and the duration of the

breach;

(b) the degree of responsibility of the

natural person or legal entity responsible;

(c) the financial strength of the natural

person or legal entity responsible, for example as

indicated by the total turnover of the legal entity

responsible or the annual income of the natural

person responsible;

(d) the importance of any profits gained

or losses avoided by the natural person or legal

entity responsible, in so far as they can be

determined;

(e) any losses sustained by third parties

as a result of the breach, in so far as they can be

determined;

(f) the level of co-operation of the

natural person or the legal entity responsible with

the competent authority;

(g) previous breaches by the natural

person or legal entity responsible;

(h) the impact of the breach on retail

investors’ interests;

(i) measures taken subsequent to the

breach by the person responsible for the breach to

prevent its repetition.

39F. (1) If the competent authority proposes to

impose an administrative penalty on any person under

articles 19, 19A or 19B, it shall give such person a

notice in writing of its intention to do so, setting out the

reasons for the decision it proposes to take.

(2) Every notice given under sub-article (1), shall

state that the recipient of the notice may, within fifteen

(15) days from the service thereof, make

representations in writing to the competent authority

giving reasons why the proposed decision should not

be taken, and the competent authority shall consider

any representation so made before arriving at a final

decision.

(3) The competent authority shall as soon as

practicable notify its final decision in writing to any

person to whom notice is to be given under sub-article

(1).

39G. (1) The competent authority shall publish

any decision imposing an administrative penalty or any

other measure on its website immediately after the

person subject to that decision has been informed of

that decision.

(2) The information published pursuant to sub-

article (1), shall specify the type and nature of the

breach, the identity of the person subject to the

decision and any other information which the

competent authority deems relevant.

(3) The provisions of sub-articles (1) and (2) shall

not apply to decisions of the competent authority

imposing measures that are of an investigatory nature.

(4) Where the competent authority considers,

f o l l o w i n g a c a se - b y - c a se a s s e s s m e n t , t h a t t h e

publication of the identity of the legal person subject to

the decision, or the personal data of a natural person,

would be disproportionate, or where such publication

would jeopardise an ongoing investigation or the

stability of the financial markets, the competent

authority shall

(a) defer publication of the decision until

the reasons for that deferral cease to exist; or

(b) publish the decision on an anonymous

basis where such publication ensures effective

protection of the personal data concerned and,

where appropriate, postpone publication of the

relevant data for a reasonable period of time

where it is foreseeable that the reasons for

anonymous publication will cease to exist during

that period; or

(c) not publish the decision in the event

that the competent authority is of the opinion that

publication in accordance with paragraphs (a) or

(b) will be insufficient to ensure

(i) that the stability of financial

markets is not jeopardised; or

(ii) the proportionality of the

publication of such decisions with regard to

measures which are deemed to be of a

minor nature.

(5) Where the decision is subject to an appeal

before a national judicial, administrative or other

authority, the competent authority shall also publish

immediately on its website such information and any

subsequent information on the outcome of such an

appeal. Any decision annulling a decision subject to

appeal shall also be published.

(6) Any decision that is published in accordance

with this article shall remain accessible on the website

of the competent authority for a period of at least five

(5) years after its publication;

Provided that personal data contained in any

such decision shall be retained on the website of the

competent authority for the period which is necessary,

in accordance with the applicable data protection

legislation.

39H. (1) Without prejudice to any other powers

conferred to it by this Act or any other law, the

competent authority may

(a) suspend, or require the suspension, of

listed financial instruments from listing and, or

trading on an authorized regulated market for a

maximum of ten (10) consecutive working days

on any single occasion; and

(b) remove, or require the removal of

listed financial instruments from listing and, or

trading on an authorized regulated market

Provided that where the competent

authority suspends or removes, or requires the

suspension or removal, from listing and, or

trading of a listed financial instrument in terms of

this sub-article, it shall also suspend or remove,

or require the suspension or removal from listing

and, or trading on that authorized regulated

market, the derivatives as referred to in points (4)

to (10) of Section C of Annex I to MiFID that

relate or are referenced to that listed financial

instrument where the suspension or removal of

such derivatives is necessary to support the

objectives of the suspension or removal of the

underlying listed financial instrument

Provided further that where the

competent authority suspends or requires the

suspension from listing and, or trading of a listed

financial instrument in terms of this sub-article,

the obligations set out in this Act, and any

regulations or Capital Markets Rules issued

thereunder in relation to listed financial

instruments shall continue to apply with respect

to the listed financial instrument which was

suspended.

(2) Without prejudice to sub-article (1), a market

operator operating an authorized regulated market may

suspend or remove listed financial instruments from

trading on the authorized regulated market operated

thereby if such listed financial instruments no longer

comply with any bye-laws of the authorized regulated

market, unless such suspension or removal would be

likely to cause significant damage to the investors’

interests or the orderly functioning of the market.

(3) A market operator of an authorized regulated

market that suspends or removes from trading a listed

financial instrument in terms of sub-article (2), shall

also suspend or remove from trading on that authorized

regulated market the derivatives as referred to in points

(4) to (10) of Section C of Annex I to MiFID that relate

or are referenced to that listed financial instrument

where the suspension or removal of such derivatives is

necessary to support the objectives of the suspension or

removal of the underlying financial instrument.

(4) Where a market operator operating an

authorized regulated market suspends or removes

financial instruments and any related derivatives in

accordance with the provisions of sub-articles (2) and

(3), that market operator shall promptly make its

decision public and notify the competent authority

thereof, as well as provide it with any relevant

information in relation thereto.

(5) Where a market operator operating an

authorized regulated market suspends or removes from

trading on that authorized regulated market a listed

financial instrument and any related derivatives in

accordance with the provisions of this article, the

competent authority shall require other authorized

regulated markets, MTFs, OTFs and systematic

internalisers, which fall under its jurisdiction and trade

the same financial instrument or derivatives as referred

to in points (4) to (10) of Section C of Annex I to

MiFID that relate or are referenced to the listed

financial instrument so suspended or removed, to also

suspend or remove that listed financial instrument or

derivatives from trading, where the suspension or

removal is due to suspected market abuse, a take-over

bid, or the non-disclosure of inside information about

the issuer or financial instrument infringing Articles 7

and 17 of Regulation (EU) No. 596/2014, except where

such suspension or removal could cause significant

damage to the investors’ interests or the orderly

functioning of the market

Provided that the competent authority shall

immediately make public and communicate to ESMA

and the European regulatory authorities of the other

Member States or EEA States such a decision.

(6) Where the competent authority receives a

notification from a European regulatory authority of

another Member State or EEA State in accordance with

the fourth paragraph of Article 32(2) of MiFID, it shall

require other authorized regulated markets, MTFs,

OTFs and systematic internalisers, which fall under its

jurisdiction and trade the same financial instrument or

derivatives as referred to in points (4) to (10) of Section

C of Annex I to MiFID that relate or are referenced to

the financial instrument suspended or removed by the

foreign regulated market, to also suspend or remove

that financial instrument or derivatives from trading,

where the suspension or removal is due to suspected

market abuse, a takeover bid, or the non-disclosure of

inside information about the issuer or financial

instrument infringing Articles 7 and 17 of Regulation

(EU) No. 596/2014, except where such suspension or

removal could cause significant damage to the

investors’ interests or the orderly functioning of the

market

Provided that the competent authority shall

communicate its decision to ESMA and the European

regulatory authorities of the other Member States or

EEA States, including an explanation if the decision

was not to suspend or remove from trading the

financial instrument or derivatives as referred to in

points (4) to (10) of Section C of Annex I to MiFID

that relate or are referenced to the financial instrument

suspended or removed by the foreign regulated market.

(7) Sub-articles (2) to (6) shall also apply when

the suspension from trading of a financial instrument or

any related derivatives as referred to in points (4) to

(10) of Section C of Annex I to MiFID that relate or are

referenced to those financial instruments suspended by

a regulated market is lifted.

(8) The notification requirements set out in sub-

articles (2) to (6) shall also apply in the case where the

decision to suspend or remove from trading a listed

financial instrument or any related derivatives as

referred to in points (4) to (10) of Section C of Annex I

to MiFID that relate or are referenced to that listed

financial instrument is taken by the competent

authority in accordance with the provisions of this

article.

39I. (1) Without prejudice to any other powers

conferred to it by this Act or any other law, the

competent authority may

trading on an MTF

(a) suspend, or require the suspension of,

financial instruments from trading on an MTF or

an OTF for a maximum of ten (10) consecutive

working days on any single occasion: and

(b) to remove, or require the removal of,

financial instruments from trading on an MTF or

an OTF

Provided that where the competent authority

suspends or removes, or requires the suspension or

removal, from trading a financial instrument in terms

of this sub-article, it shall also suspend or remove, or

require the suspension or removal, from trading on that

MTF or OTF the derivatives as referred to in points (4)

to (10) of Section C of Annex I to MiFID that relate, or

are referenced to that financial instrument where the

suspension or removal of such derivatives is necessary

to support the objectives of the suspension or removal

of the underlying financial instrument

Provided further that where the competent

authority suspends or requires the suspension from

trading of a financial instrument in terms of this sub-

article, the obligations set out in this Act and any

regulation or Capital Markets Rules issued thereunder

in relation to financial instruments shall continue to

apply with respect to the financial instrument which

was suspended.

(2) Without prejudice to sub-article (1), a market

operator or an investment firm operating an MTF or an

OTF may suspend or remove financial instruments

from trading on the MTF or OTF operated thereby if

such financial instruments no longer comply with the

bye-laws of the MTF or OTF, unless such suspension

or removal would be likely to cause significant damage

to the investors’ interests or the orderly functioning of

the market.

(3) A market operator or investment firm

operating an MTF or an OTF that suspends or removes

from trading a financial instrument in terms of sub-

article (2), shall also suspend or remove from trading

on that MTF or OTF the derivatives as referred to in

points (4) to (10) of Section C of Annex I to MiFID

that relate or are referenced to that financial instrument

where the suspension or removal of such derivatives is

necessary to support the objectives of the suspension or

removal of the underlying financial instrument.

(4) Where a market operator or investment firm

operating an MTF or OTF suspends or removes

financial instruments and any related derivatives in

accordance with the provisions of sub-articles (2) and

(3), that market operator shall promptly make its

decision public and notify the competent authority

thereof, as well as provide it with any relevant

information in relation thereto.

(5) Where a market operator or investment firm

operating an MTF or an OTF suspends or removes

from trading on that MTF or OTF a financial

instrument and any related derivatives in accordance

with the provisions of this article, the competent

authority shall require other authorized regulated

markets, MTFs, OTFs and systematic internalisers,

which fall under its jurisdiction and trade the same

financial instrument or derivatives as referred to in

points (4) to (10) of Section C of Annex I to MiFID

that relate or are referenced to the financial instrument

so suspended or removed, to also suspend or remove

that financial instrument or derivatives from trading,

where the suspension or removal is due to suspected

market abuse, a take-over bid or the non-disclosure of

inside information about the issuer or financial

instrument infringing Articles 7 and 17 of Regulation

(EU) No. 596/2014, except where such suspension or

removal could cause significant damage to the

investors’ interests or the orderly functioning of the

market

Provided that the competent authority shall

immediately make public and communicate to ESMA

and the European regulatory authorities of the other

Member States or EEA States such a decision.

(6) Where the competent authority receives a

notification from a European regulatory authority of

another Member State or EEA State in accordance with

the third paragraph of Article 32(2) of MiFID, it shall

require other authorized regulated markets, MTFs,

OTFs and systematic internalisers, which fall under its

jurisdiction and trade the same financial instrument or

derivatives as referred to in points (4) to (10) of Section

C of Annex I to MiFID that relate or are referenced to

the financial instrument suspended or removed by the

foreign MTF or OTF, to also suspend or remove that

financial instrument or derivatives from trading, where

the suspension or removal is due to suspected market

abuse, a take-over bid or the non-disclosure of inside

information about the issuer or financial instrument

infringing Articles 7 and 17 of Regulation (EU) No.

596/2014, except where such suspension or removal

could cause significant damage to the investors’

interests or the orderly functioning of the market

Provided that the competent authority shall

communicate its decision to ESMA and the European

regulatory authorities of the other Member States or

EEA States, including an explanation if the decision

was not to suspend or remove from trading the

financial instrument or derivatives as referred to in

points (4) to (10) of Section C of Annex I to MiFID

that relate or are referenced to the financial instrument

suspended or removed by the foreign MTF or OTF.

(7) Sub-articles (2) to (6) shall also apply when

the suspension from trading of a financial instrument

and any related derivatives as referred to in points (4)

to (10) of Section C of Annex I to MiFID that relate or

are referenced to these financial instruments suspended

by an MTF or an OTF is lifted.

(8) The notification requirements set out in sub-

articles (2) to (6) shall also apply in the case where the

decision to suspend or remove from trading a financial

instrument and any related derivatives as referred to in

points (4) to (10) of Section C of Annex I to MiFID

that relate, or are referenced t o that f inancial

instrument is taken by the competent authority in

accordance with the provisions of this article.

39J. (1) Where the competent authority proposes

to remove or requires the removal of a listed financial

instrument from listing on an authorized regulated

market, it must give the issuer of such financial

instrument written notice thereof.

(2)

A notice given in terms of sub-article (1) shall

(a) provide details in relation to the

proposed removal of the listed financial

instrument from listing on an authorized

regulated market;

(b) state the competent authority’s reason

for the proposed removal of such listed financial

instrument from listing on an authorized

regulated market, provided that the interest of an

authorized regulated market, the general public

or the investors shall constitute sufficient reason

therefor;

(c) inform the issuer of such listed

financial instrument that he may make

representations to the competent authority within

such period as may be specified in the notice; and

(d) specify the period within which the

proposed removal of such listed financial

instrument from listing on an authorized

regulated market would take effect.

(3) The competent authority may extend the

period within which representations may be made to it.

(4) If, having considered any representations

made to it by the issuer of the listed financial

instruments, the competent authority decides to remove

a listed financial instrument from listing on an

authorized regulated market, the competent authority

shall give the issuer of such listed financial instrument

written notice of its decision.

(5) The removal of a listed financial instrument

from listing on an authorized regulated market shall

take effect on such date as may be specified in the

notice under sub-article (4).

39K. (1) Without prejudice to any of the powers

conferred on it under this Act, the competent authority

may, whenever it deems it necessary, give by notice in

writing, such directives as it may deem appropriate in

the circumstances; and any person to whom, or to

which the notice is given shall obey, comply with and

otherwise give effect to any such directive within the

time and in the manner stated in the directive or

subsequent directives.

(2) The power to issue directives under this article

shall also include the power to vary, alter, add to or

withdraw any directive, as well as the power to issue

subsequent new directives.

(3) Where the competent authority is satisfied that

the circumstances so warrant, it may at any time make

public any directive it has given under any of the

provisions of this article.".

Article 41A of the principal Act shall be amended as follows

Amendment of

article 41A of

the principal

(a) the words "or the Listing Authority", wherever they

Act.

occur in the said article, shall be deleted;

(b) for the words "Listing Rules" there shall be

substituted the words "Capital Markets Rules";

(c)

the words ", as the case may be," shall be deleted;

(d) for the words "of that conduct:" there shall be

substituted the words "of that conduct."; and

(e)

the first and second provisos thereof shall be deleted.

Article 41B of the principal Act shall be deleted.

Deletion of

article 41B of

the principal

Act.

Article 42 of the principal Act shall be substituted by the Substitution of

article 42 of the

principal Act.

42. (1) Any person who is aggrieved by a

decision of the competent authority

(a) to refuse a prospectus or admissibility

to listing;

(b) to suspend or remove listed financial

instruments from listing and, or trading in a

trading venue;

(c) to refuse an application for

authorisation to provide the services of a

regulated market in or from within Malta;

(d) to suspend or remove listed financial

instruments from listing and, or from trading on a

trading venue;

(e) to refuse an application for

authorisation to act as a central securities

depository;

(f) to revoke an authorisation to act as a

central securities depository when this is revoked

by the competent authority in terms of article 27

of this Act;

(g) concerning the expenses of and

incidental to an investigation under article 33;

(h)

to issue a directive; or

(i) to impose an administrative penalty

or any other administrative measures,

may appeal against such decision to the Tribunal within

such period and under such conditions as are

established under article 21 of the Malta Financial

Services Authority Act.

(2) Without prejudice to sub-article (1), any

person who is aggrieved by the competent authority’s

failure to take a decision in respect of

(a) an application for the approval of a

prospectus or a request for changes or

supplementary information within the time limits

set out in Article 20(2), (3) and (6) of the

Prospectus Regulation in respect of that

application; or

(b) an application for authorisation to act

as a central securities depository which contains

all the information required under the provisions

in force within six (6) months of its submission,

may appeal against such failure to decide to the

Tribunal within such period and under such conditions

as are established under article 21 of the Malta

Financial Services Authority Act.

(3) Any person who is aggrieved by a decision of

a market operator operating an authorized regulated

market, an MTF or an OTF to suspend or remove

financial instruments or listed financial instruments, as

applicable, from trading on the authorized regulated

market, MTF or OTF operated thereby may appeal

against such decision to the Tribunal within such

period and under such conditions as are established

under article 21 of the Malta Financial Services

Authority Act.

(4) The provisions of sub-articles (1) to (3) shall

be without prejudice to the right of any person who is

aggrieved by a decision or failure to decide of the

competent authority or market operator of an

authorized regulated market to appeal there from in

accordance with any regulations issued under this

Act.".

Article 43 of the principal Act shall be substituted by the Substitution of

article 43 of the

principal Act.

43. An appeal against a decision of the competent

authority or a market operator of an authorized

regulated market shall not suspend the operation of that

decision

Provided that a decision of the competent

authority or a market operator operating an authorized

regulated market to remove listed financial instruments

from listing and, or trading, as applicable, on an

authorized regulated market shall not become operative

until the expiration of the period within which an

appeal lies under this article and, if an appeal is filed

within such period, the decision shall become operative

on the date of the decision of the Tribunal dismissing

the appeal or on the date on which the appeal is

abandoned.

In article 44 of the principal Act, for the words "Subject to Amendment of

article 43 of this Act," there shall be substituted the words, "Subject to article

principal Act.

articles 42 and 43 of this Act,".

Immediately after article 46 of the principal Act there shall be

added the following new article

46A. The provisions of this Act and any regulations

"Powers of the

or Capital Markets Rules issued thereunder shall be

without prejudice to the powers of the Resolution

Committee under the Malta Financial Services

Authority Act, any regulations issued thereunder and

any other applicable law. For the purposes of this

article, the "Resolution Committee" shall mean the

Resolution Committee appointed by the Resolution

Authority in terms of article 7B(2) of the Malta

Financial Services Authority Act.".

Article 48 of the principal Act shall be amended as follows

(a) the marginal note thereof shall be substituted by the

following new marginal note

"Temporary suspension of listed financial

instruments from listing and, or trading on an authorized

regulated market.";

(b) for the words "the Listing Authority", wherever they

occur in the said article 48, there shall be substituted the words

"the competent authority";

(c)

sub-article (1) thereof shall be amended as follows

(i) for the words "Without prejudice to the

provisions of article 17" there shall be substituted the

words "Without prejudice to the provisions of article 39I";

(ii) for the words "the trading in financial

instruments on any regulated market" there shall be

substituted the words "the listing and, or trading of listed

financial instruments on any authorized regulated market";

(d)

sub-article (2) thereof shall be amended as follows

(i) for the words "the temporary suspension of

trading" there shall be substituted the words "the temporary

suspension of the listing and, or trading of listed financial

instruments on any authorized regulated market";

(ii) for the words "merits such closure" there shall

be substituted the words "merits such temporary

suspension";

(e) in sub-article (4) thereof, for the words "of trading

under this article. Any transaction so executed in contravention

of this subsection shall be invalid." there shall be substituted the

words "of listing and, or trading under this article. Any

transaction so executed in contravention of this sub-article shall

be invalid.".

Sub-article (1) of article 49 of the principal Act shall be Amendment of

article 49 of the

amended as follows

principal Act.

(a) in paragraph (f) thereof, for the words "in or from

Malta." there shall be substituted the words "in or from Malta;

and, or";

(b) immediately following paragraph (f) thereof, there

shall be added the following new paragraph

"(g) to exempt any person from any one or more of

the provisions of this Act and any regulations issued

thereunder, subject to such variations, additions,

adaptations and modifications as may be prescribed, and

subject to such conditions or other requirements, including

other forms of authorisation and notification procedures, as

may be prescribed.".

PART III

AMENDMENTS TO THE INVESTMENT SERVICES ACT

This Part amends and shall be read and construed as one with Amendments to

the Investment Services Act, hereinafter in this Part referred to as "the the

Services Act.

principal Act".

In paragraph (f) of sub-article (1) of article 26 of the principal Amendment of

Act, for the words "or to the Listing Authority under the Financial article

principal Act.

Markets Act in the exercise of their respective functions in terms of

law" there shall be substituted the words "in the exercise of its

functions in terms of law".

PART IV

AMENDMENTS TO THE COMPANIES ACT

This Part amends and shall be read and construed as one with Amendments to

the Companies Act, hereinafter in this Part referred to as "the principal the

Act.

Act".

In paragraph (f) of sub-article (1) of article 349 of the Amendment of

principal Act, for the words "listing rules", and wherever they occur in article

the principal

the principal Act, there shall be substituted the words "Capital Markets Act.

Rules".

PART V

AMENDMENTS TO THE INSURANCE BUSINESS ACT

This Part amends and shall be read and construed as one with

the Insurance Business Act, hereinafter in this Part referred to as "the

principal Act".

Sub-article (2) of article 55 of the principal Act shall be

amended as follows

(a) in paragraph (g) thereof, for the words "institutions;

and" there shall be substituted the words "institutions;";

(b) in paragraph (h) thereof, for the words "such

actuaries." there shall be substituted the words "such actuaries;

and"; and

(c) immediately after paragraph (h), there shall be added

the following new paragraph (i)

"(i) authorities responsible for supervising credit

institutions and financial institutions as defined in Article 3

of Directive (EU) 2015/849 of the European Parliament

and of the Council, for the purposes of ensuring

compliance with the said Directive.".

PART VI

AMENDMENTS TO THE PREVENTION OF FINANCIAL

MARKETS ABUSE ACT

This Part amends and shall be read and construed as one with

the Prevention of Financial Markets Abuse Act, hereinafter in this Part

referred to as "the principal Act".

In sub-article (1) of article 2 of the principal Act, the

definition "Listing Authority" shall be deleted.

In paragraph (a) of sub-article (1) of article 20 of the principal

Act, the words ", including in particular the Listing Authority within

the meaning of the Financial Markets Act", and the words in the

marginal note "Cap. 345" shall be deleted.

PART VII

AMENDMENTS TO THE INSURANCE DISTRIBUTION ACT

This Part amends and shall be read and construed as one with Amendments to

the Insurance Distribution Act, hereinafter in this Part referred to as the

Distribution

"the principal Act".

Act. Cap. 487.

In paragraph (f) of sub-article (2) of article 46 of the principal Amendment of

Act, for the words "or to the Listing Authority under the Financial article

principal Act.

Markets Act in the exercise of their respective functions in terms of

law" there shall be substituted the words "in the exercise of its

functions in terms of law".

PART VIII

AMENDMENTS TO THE VIRTUAL FINANCIAL ASSETS ACT

This Part amends and shall be read and construed as one with Amendments to

the Virtual Financial Assets Act, hereinafter in this Part referred to as the

Financial Assets

"the principal Act".

Act.

In paragraph (f) of sub-article (1) of article 57 of the principal Amendment of

Act, for the words "or to the Listing Authority under the Financial article

principal Act.

Markets Act in the exercise of their respective functions in terms of

law;" there shall be substituted the words "in the exercise of its

functions in terms of law;", and the words in the marginal note "Cap.

345" shall be deleted.

Passed by the House of Representatives at Sitting No. 489 of the

14th July, 2021.

CLAUDETTE BUTTIGIEG

Deputy Speaker

RAYMOND SCICLUNA

Clerk of the House of Representatives

€3.87