FINANCIAL MARKETS ACT *

CHAPTER 345

FINANCIAL MARKETS ACT *

To provide for the authorisation of regulated markets, central securities

depositories and for the orderly trading in transferable securities and to

provide for matters ancillary or incidental thereto or connected therewith.

24th January, 1991;

12th December, 1991;

8th January, 1992;

21st February, 1992

ACT XXXIII of 1990, as amended by Legal Notice 2 of 1992; Act V of

1992; Legal Notice 76 of 1994; Acts: XIV, XVI and, XXI of 1994, XXIV,

XXV of 1995, IX of 1997; Legal Notices 90, 91 of 1999, 124 of 2000; Acts

XVII of 2002, IV of 2003; Legal Notice 370 of 2003; Acts IV of 2005, XX of

2007; Legal Notice 424 of 2007; Acts III of 2009, XIX of 2010, X of 2011,

XX of 2013, XIX of 2016, Act XVII, XXXI of 2017. XLIV of 2018, IX of 2019

and XXVI of 2019, V of 2020, XLVI and LXXI of 2021, IX and XXV of

2023, XI and XXIX of 2025.

The short title of this Act is the Financial Markets Act.

*Vide transitory provision reproduced at the end of this Chapter.

(Article 155)

The immovable property devolving in favour of the MSE (Holdings)

Limited consisting of offices and premises known as the "Malta Stock

Exchange" or "Bor\a ta’ Malta", with all the buildings and improvements

thereon, including all rights and appurtenances relating thereto, formerly

known as the "Post Office Central Mailing Room", formerly also known as

the "Barrakka Garrison Church", situated at Castille Place, Valletta,

without an official number, together with its surrounding garden,

measuring approximately one thousand one hundred and thirty square

metres (1130m 2 ) and is bounded altogether on the North-East and the

North-West by Castille Place and the South-East by the Upper Barrakka

Gardens, as better described in the emphyteutical lease between the Malta

St o c k E x c h a n g e a n d t h e L a n d s Au th o r i t y ac t i n g o n b e h a l f of t h e

Government of Malta, signed on the 11 December 2007 in the acts of

Vincent Miceli, Notary Public in Malta at the Lands Department.

(1) In this Act and in the Schedule thereto unless the

context otherwise requires

"agricultural commodity derivatives" means derivative contracts

relating to products listed in Article 1 of Regulation (EU) No.

1308/2013, and Annex I, Parts I to XX and XXIV/1 thereto, as well

as to products listed in Annex I to Regulation (EU) No. 1379/2013

of the European Parliament and of the Council;

"APA" or "approved publication arrangement" means the same as

the meaning assigned to it in point (52) of Article 2(1) of MiFIR;

"ARM" or "approved reporting mechanism" means the same as

the meaning assigned to it in point (36) of Article 2(1) of MiFIR;

"binding legal instrument" means any directly applicable measures,

including but not limited to, any implementing technical standards,

any regulatory technical standards or similar measures, issued under

European Union legislation;

"bye-laws" means the bye-laws made in terms of article 4C;

"Capital Markets Rules" means those Rules issued by the competent

authority under Part III of this Act;

"the CBD" means Directive (EU) 2019/2162 of the European

Parliament and of the Council of 27 November 2019 on the issue of

covered bonds and covered bond public supervision and amending

Directives 2009/65/EC and 2014/59/EU, as amended from time to

time, and includes any implementing measures that have been or may

be issued thereunder;

"Central Bank" means the Central Bank of Malta as defined by

the Central Bank of Malta Act;

"central securities depository" or "CSD" shall mean a legal

person that operates a securities settlement system as referred to in

point (3) of Section A of the Annex to the CSDR and provides at

least one of the following core services listed in Section A of the

said Annex

(i) initial recording of securities in a book-entry

system (‘notary service’);

(ii) providing and maintaining securities accounts at

the top tier level (‘central maintenance service’);

"commodity derivatives" means those financial instruments

defined in point (44)(c) of Article 4(1) of MiFID; which relate to a

commodity or an underlying referred to in Section C(10) of Annex

I to MiFID; or in point (5), (6), (7) and (10) of Section C of Annex

I thereto;

"certificates" means those securities which are negotiable on the

capital market and which in case of a repayment of investment by

the issuer are ranked above shares but below unsecured bond

instruments and other similar instruments;

"collateral assets" means physical assets and assets in the form of

exposures that secure cover assets;

"collection body" shall have the same meaning as assigned to it in

article 2 of the ESAP Regulation;

"company" includes

(i)

a company formed and registered in accordance

with the Companies Act; and

(ii) a company constituted or incorporated or to be

constituted or incorporated outside Malta,

irrespective of whether the company has or has

not established a place of business in Malta;

"competent authority" means the Malta Financial Services

Authority established by the Malta Financial Services Authority Act;

"cover assets" means assets included in a cover pool;

"cover pool" means a clearly defined set of assets securing the

payment obligations attached to covered bonds that are segregated

from other assets held by the credit institution issuing the covered

bonds;

"covered bond" means a debt obligation that is issued by a credit

institution in accordance with the provisions of this Act, the

Financial Markets Act (Covered Bonds) Regulations, regulations

68(7) and 108(1) of the Recovery and Resolution Regulations, and

of any Covered Bonds Rules issued under this Act or under the

Financial Markets Act (Covered Bonds) Regulations, and that is

secured by cover assets to which covered bond investors have

direct recourse as preferred creditors;

"covered bond programme" means the structural features of a

covered bonds issue that are determined by the provisions of this

Act and any regulations and Covered Bonds Rules issued

thereunder, and the provisions of the Recovery and Resolution

Regulations transposing the CBD and by contractual terms and

conditions, in accordance with the approval granted to the credit

institution issuing the covered bonds;

"covered bond public supervision" means the supervision of

covered bond programmes ensuring compliance with, and the

enforcement of, the requirements applicable to the issue of covered

bonds;

"Covered Bonds Rules" means those Rules issued by the

competent authority under Part IV bis or under any regulations

issued thereunder;

"CRAR" means Regulation (EC) No. 1060/2009 of the European

Parliament and of the Council of the 16 September 2009 on credit

rating agencies, as amended from time to time, and words and

expressions used in this Act shall have the same meaning as is

given to them in the said EU Regulation unless otherwise defined

herein;

"CRD" means Directive 2013/36/EU of the European Parliament

and of the Council of 26 June 2013 on access to the activity of

c r e d it in s t it u ti o ns a n d t h e p r u de n t ia l su pe r vi s i on of c r e d it

institutions and investment firms, amending Directive 2002/87/EC

and repealing Directives 2006/48/EC and 2006/49/EC, as amended

from time to time, and includes any implementing measures that

have been or may be issued thereunder;

"credit institution" means a credit institution as defined in point

(1) of Article 4(1) of the CRR;

"CRR" means Regulation (EU) No 575/2013 of the European

Parliament and of the Council of 26 June 2013 on prudential

requirements for credit institutions and amending Regulation (EU) No

648 /2012, as amended from time to tim e, and includes any

implementing measures that have been or may be issued thereunder;

"CSDR" means Regulation (EU) No. 909/2014 of the European

Parliament and of the Council of the 23 July 2014 on improving

securities settlement in the European Union and on central

securities depositories and amending Directives 98/26/EC and

MiFID and Regulation (EU) No. 236/2012, as may be amended

from time to time, and includes any implementing measures that

have been or may be issued thereunder;

"CTP" or "consolidated tape provider" means the same as the

meaning assigned to it in point (35) of Article 2(1) of MiFIR;

"data extractable format" shall have the same meaning as assigned

to it in article 2 of the ESAP Regulation;

"data reporting services provider" means the same as the meaning

assigned to it in point (36a) of Article 2(1) of MiFIR;

"dealing on own account" means trading against proprietary

capital resulting in the conclusion of transactions in one or more

financial instruments;

"dematerialised form" means the fact that financial instruments

exist only as book entry records;

"depositary receipts" means those securities which are negotiable on

the capital market and which represent ownership of the securities of a

non-domiciled issuer while being able to be admitted to trading on a

regulated market and traded independently of the securities of the non-

domiciled issuer;

"derivatives" means those financial instruments as defined in

point (44)(c) of Article 4(1) of MiFID; and referred to in Annex I,

Section C (4) to (10) thereto;

"Directive 95/46/EC" means Directive 95/46/EC of the European

Parliament and of the Council of 24 October 1995 on the protection

of individuals with regard to the processing of personal data and on

the free movement of such data, as amended from time to time, and

includes any implementing measures that have been or may be

issued thereunder;

" Directive 2003/87/EC" means Directive 2003/87/EC of the

European Parliament and of the Council of 13 October 2003

establishing a scheme for greenhouse gas emission allowance

trading within the Community and amending Council Directive 96/

61/EC, as amended from time to time, and includes any

implementing measures that have been or may be issued

thereunder;

"Directive 2009/65/EC" means Directive 2009/65/EC of the

European Parliament and of the Council of 13 July 2009 on the

coordination of laws, regulations and administrative provisions

relating to undertakings for collective investment in transferable

securities (UCITS), as amended from time to time, and includes any

implementing measures that have been or may be issued thereunder;

" Directive 2013/34/EU" means Directive 2013/34/EU of the

European Parliament and of the Council of 26 June 2013 on the

annual financial statements, consolidated financial statements and

related reports of certain types of undertakings, amending Directive

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

repealing Council Directives 78/660/EEC and 83/349/EEC as may

be amended from time to time, and includes any implementing

measures that have been or may be issued thereunder;

"Directives" m eans the Trans pare ncy Dire ctive, the

Shareholders’ Rights Directive, the Takeover Bids Directive and

the Statutory Audits Directive, collectively;

"distributed ledger technology" shall have the same meaning as that

assigned to it in point (1) of Article 2 of the DLT Pilot Regime

Regulation;

"DLT Pilot Regime Regulation" means Regulation (EU) 2022/858

of the European Parliament and of the Council of 30 May 2022 on a

pilot regime for market infrastructures based on distributed ledger

technology, and amending Regulations (EU) No 600/2014 and (EU)

No 909/2014 and Directive 2014/65/EU, as amended from time to

time, and includes any implementing measures that have been or may

be issued thereunder;

"DORA Regulation" means Regulation (EU) 2022/2554 of the

European Parliament and of the Council of 14 December 2022 on

digital operational resilience for the financial sector and amending

Regulations (EC) No. 1060/2009, (EU) No. 648/2012, (EU) No. 600/

2014, (EU) No. 909/2014 and (EU) 2016/1011, as amended from time

to time, and includes any binding legal instruments, guidelines and

other measures that have been or may be issued thereunder;

"EBA" means the European Banking Authority established by

Regulation (EU) No. 1093/2010 of the European Parliament and of the

Council of 24 November 2010 establishing a European Supervisory

Authority (European Banking Authority), amending Decision No. 716/

2009/EC and repealing Commission Decision 2009/78/EC, as

amended from time to time;

"EEA State" means a State which is a contracting party to the

agreement on the European Economic Area signed at Oporto on the

2nd May, 1992 as amended by the Protocol signed at Brussels on

the 17th March, 1993 and as amended by any subsequent acts;

"EMIR" means Regulation (EU) No. 648/2012 of the European

Parliament and of the Council of the 4th July, 2012 on OTC

derivatives, central counterparties and trade repositories as

amended from time to time;

"ESAP" means European Single Access Point in accordance with

the ESAP Regulation;

"ESAP Regulation" means Regulation (EU) 2023/2859 of the

European Parliament and of the Council of 13 December 2023

establishing a European single access point providing centralized

access to publicly available information of relevance to financial

services, capital markets and sustainability, as may be amended from

time to time and includes any implementing measures that have been,

or may be issued thereunder;

"ESMA" means the European Securities and Markets Authority

established by Regulation (EU) No 1095/2010 of the European

Parliament and of the Council of 24 November 2010;

"ESRB" means the European Systemic Risk Board established by

Regulation (EU) No 1092/2010 of the European Parliament and of

the Council of 24 November 2010 on European Union macro-

prudential oversight of the financial system and establishing a

European Systemic Risk Board;

"European regulatory authority" means the body or bodies

designated by a Member State or EEA State in accordance with

Article 67 of the MIFID to carry out each of the duties provided for

under the different provisions of the MIFID;

"European resolution authority" shall have the same meaning as that

assigned to it in regulation 2(1) of the Recovery and Resolution

Regulations;

"exchange-traded fund" means a fund of which at least one unit

or share class is traded throughout the day on at least one trading

venue and with at least one market maker which takes action to

ensure that the price of its units or shares on the trading venue does

not vary significantly from its net asset value and, where

applicable, from its indicative net asset value;

"extendable maturity structure" means a mechanism which provides

for the possibility of extending the scheduled maturity of covered

bonds for a pre-determined period of time and in the event that a

specific trigger occurs;

"financial instruments" means those instruments specified in

Section C of Annex I of MiFID;

"financial instruments" means those instruments specified in

Section C of Annex I of MiFID, including such instruments issued by

means of distributed ledger technology;

"frequent issuer" means an issuer referred to in Article 9(11) of

the Prospectus Regulation;

"Gender Balance Directive" means Directive (EU) 2022/2381 of the

European Parliament and of the Council of 23 November 2022 on

improving the gender balance among directors of listed companies and

related measures, as amended from time to time, and includes any

binding legal instruments, guidelines and other measures that have

been or may be issued thereunder;

"Green Bonds Regulation" means Regulation (EU) 2023/2631 of the

European Parliament and of the Council of 22 November 2023 on

European Green Bonds and optional disclosures for bonds marketed as

environmentally sustainable and for sustainability-linked bonds, as

may be amended from time to time, and includes any implementing

measures that have been or may be issued thereunder;

"home Member State" means, in the case of a regulated market,

the Member State or EEA State in which the regulated market is

registered or, if under the law of that Member State or EEA State it

has no registered office, the Member State or EEA State in which

the head office of the regulated market is situated;

"host Member State" means the Member State or EEA State in

which a regulated market provides appropriate arrangements so as

to facilitate access to trading on its system by remote members or

participants established in that same Member State or EEA State;

"immobilisation" means the act of concentrating location of

physical securities in a CSD in a way that enables subsequent

transfers to be made by book-entry;

"individual connected with the company" means an individual

who is either

(i)

a director of that company or a related company,

or

(ii) who is an officer or employee of that company

or related company, or

(iii) occupies a position involving a business or

professional relationship between himself, his

employer, or a company of which he is a

director, and that company or related company,

or

(iv) a public officer acquiring information in an

official capacity;

"inspector" means an inspector appointed under article 33;

"issuer" means, for the purposes of Part III, any legal entity

which issues or proposes to issue securities;

"legal entity" shall include registered business associations

without legal personality and trusts within the meaning of the

Transparency Directive;

"licence holder" means a person who holds a licence under the

Investment Services Act;

"listed company" means a company whose financial instruments

have been admitted to listing on a trading venue in accordance with

the provisions of this Act;

"listed financial instruments" or "quoted financial instruments''

means financial instruments which have been admitted to listing on

a regulated market in accordance with this Act;

"local regulated market" means, for the purposes of Part III, a

regulated market which is authorised under this Act;

"MAD" means 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), as amended from time to

time, and includes any implementing measures that have been or

may be issued thereunder;

"management body" means the body or bodies of a market

operator or data reporting services provider which are appointed in

accordance with Maltese law, which are empowered to set the

entity’s strategy, objectives and overall direction, and which

oversee and monitor management decision-making and include

persons who effectively direct the business of the entity;

"MAR" means 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

D irecti ves 2 003 /1 24/ EC, 20 03 /12 5/EC and 2 004 /7 2/EC, as

amended from time to time, and includes any implementing

measures that have been or may be issued thereunder;

"market abuse" means conduct amounting to the prohibited use

of inside information or market manipulation in terms of the

Prevention of Financial Markets Abuse Act;

"market maker" means a person who holds himself out on the

financial markets on a continuous basis as being willing to deal on

own account by buying and selling financial instruments against

that person’s proprietary capital at prices defined by that person;

"market operator" means a person or persons who manages and,

or operates the business of a regulated market and may be the

regulated market itself;

"members" in relation to a regulated market means the members

of that regulated market;

" M e m b e r St a t e " m e a n s a M e m b e r St a t e o f t h e E u r o p e a n

Communities;

"metadata" shall have the same meaning as assigned to it in article

2 of the ESAP Regulation;

"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;

"MiFIR" means Regulation (EU) No. 600/2014 of the European

Parliament and of the Council of 15 May 2014 on markets in

financial instruments and amending Regulation (EU) No. 648/2012,

as amended from time to time, and includes any implementing

measures that have been or may be issued thereunder;

"Minister" means the Minister responsible for the regulation of

Financial Services;

"multilateral system" means any system or facility in which multiple

third-party buying and selling trading interests in financial instruments

are able to interact in the system;

"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;

"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;

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

system which is not a regulated market or an MTF and in which

m ul t ip l e th i r d- p a r t y b uy i ng an d se ll i ng in t e r e s ts i n b o nd s ,

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;

"overcollateralisation" means the entirety of the statutory,

contractual or voluntary level of collateral that exceeds the coverage

requirement set out in regulation 12 of the Financial Markets Act

(Covered Bonds) Regulations;

"overseas regulatory authority" means an authority in a country

or territory outside Malta that is not a Member State or EEA State

which exercises any regulatory or supervisory function in relation

to financial services corresponding to a function of the competent

authority as defined in the Malta Financial Services Authority Act;

"personal data" shall have the same meaning as assigned to it in

Regulation (EU) 2016/679 of the European Parliament and of the

Council of 27 April 2016 on the protection of natural persons with

regard to the processing of personal data and on the free movement of

such data, and repealing Directive 95/46/EC (General Data Protection

Regulation);

"prescribed" means prescribed by regulations made under this Act;

"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;

"proxy advisor" means a legal person that analyses, on a

professional and commercial basis, the corporate disclosure and,

where relevant, other information of listed companies with a view to

informing investors’ voting decisions by providing research, advice or

voting recommendations that relate to the exercise of voting rights,

providing such services to shareholders with respect to shares of

companies which have their registered office in a Member State or

EEA State, and the shares of which are admitted to trading on a

regulating market situated or operating in a Member State or EEA

State;

"quoted company" means a company whose financial

instruments have been admitted to listing and trading on a trading

venue in accordance with the provisions of this Act;

"recognised list" means a list prepared and published by a

regulated market in accordance with the bye-laws of such regulated

market;

"regulated information" shall have the same meaning as that

assigned to it in the Capital Market Rules;

"regulated market" means a multilateral system operated and, or

managed by a market operator, which brings together or facilitates

the bringing together of multiple third-party buying and selling

interests in financial instruments - in the system and in accordance

with its non-discretionary rules - in a way that results in a contract,

in respect of the financial instruments admitted to trading under its

rules and, or systems, and which is authorised and functions

regularly and in accordance with Title III of MiFID. For the

purposes of this definition, "buying and selling interests" includes

orders, quotes and indications of interest;

"Regulation (EU) No. 1095/2010" means Regulation (EU) No.

1095/2010 of the European Parliament and of the Council of 24

November 2010 establishing a European Supervisory Authority

(European Securities and Markets Authority), amending Decision

No. 716/2009/EC and repealing Commission Decision 2009/77/EC

as amended from time to time, and includes any implementing

measures that have been or may be issued hereunder;

"Regulation (EU) No. 1308/2013" means Regulation (EU) No.

1308/2013 of the European Parliament and of the Council of 17

December 2013 establishing a common organisation of the markets

in agricultural products and repealing Council Regulations (EEC)

No. 922/72, (EEC) No. 234/79, (EC) No. 1037/2001 and (EC) No.

1234/2007, as amended from time to time, and includes any

implementing measures that have been or may be issued

thereunder;

"related company" in relation to a company, means any body

corporate which is that company’s subsidiary, associated or holding

company, or is the manager of or managed by, or is advisor to or is

advised by or otherwise controls or is controlled by that company,

its holding company or a subsidiary or associate of that company’s

holding company;

" "resolution" shall have the same meaning as that assigned to it

in regulation 2(1) of the Recovery and Resolution Regulations;

"Resolution Committee" means the Resolution Committee

appointed by the Resolution Authority in terms of article 7B(2) of the

Malta Financial Services Authority Act;

"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;

"segregation" means the actions performed by a credit institution

issuing covered bonds to identify cover assets and put them legally

beyond the reach of creditors other than covered bond investors and

counterparties of derivative contracts;

"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;

"special administrator" means the person or entity appointed to

administrate a covered bond programme in the event of the insolvency

of a credit institution issuing covered bonds under that programme, or

when such credit institution has been determined to be failing or likely

to fail pursuant to regulation 32(1) of the Recovery and Resolution

Regulations or, in exceptional circumstances, where the competent

authority determines that the proper functioning of that credit

institution is seriously at risk;

"sponsor" means a person registered with the competent authority in

terms of article 12B, to provide advice, guidance and expertise to

issuers applying, or intending to apply, for admissibility to listing of

securities on a local regulated market under this Act, and as may be

prescribed;

"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;

"SSR" means Regulation (EU) No. 236/2012 of the European

Parliament and of the Council of 14 March 2012 on short selling

and certain aspects of credit default swaps, as amended from time

to time;

"Takeover Bids Directive" means Directive 2004/25/EC of the

European Parliament and of the Council of 21 April 2004 on

takeover bids, as amended from time to time, and includes any

implementing measures that have been or may be issued

thereunder;

"third-country CSD" means any legal entity established in a third

country that provides a similar service to the core service referred

to in point (3) of Section A of the Annex to the CSDR and performs

at least one other core service listed in Section A of the Annex;

"trading" means the activity of buying and selling of quoted

financial instruments;

"trading venue" means a regulated market, an MTF or an OTF;

"transferable securities" means those classes of securities which

are negotiable on the capital market, with the exception of

instruments of payment, such as

(a) shares in companies and other securities equivalent to

shares in companies, partnerships or other entities, and

depositary receipts in respect of shares;

(b) bonds or other forms of securitised debt, including

depositary receipts in respect of such securities;

(c) any other securities giving the right to acquire or sell

any such transferable securities or giving rise to a cash

settlement determined by reference to transferable

securities, currencies, interest rates or yields,

commodities or other indices or measures;

"Transparency Directive" means Directive 2004/109/EC of the

European Parliament and of the Council of 15 December 2004 on

the harmonisation of transparency requirements in relation to

information about issuers whose securities are admitted to trading

on a regulated market and amending Directive 2001/34/EC, as

amended from time to time, and includes any implementing

measures that have been or may be issued thereunder;

"tribunal" means the Financial Services Tribunal established

under article 21 of the Malta Financial Services Authority Act.

(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.

(2) The objective of this Act is inter alia to regulate trading

venues, central securities depositories, central counterparties, covered

bonds and the issuance thereof by credit institutions licensed in terms

of the Banking Act, and to provide for the orderly trading in

transferable securities and for matters ancillary or incidental thereto or

connected therewith, and to transpose and, or implement, in part, the

relevant provisions of the CBD, CRAR, CSDR, DLT Pilot Regime

Regulation, EMIR, MIFID, MiFIR, the Prospectus Regulation, the

SSR and the Directives, and consequently this Act and any regulations

adopted thereunder shall be interpreted and applied accordingly.

(3) Part IV bis shall apply to covered bonds issued by credit

institutions licensed in terms of the Banking Act.

(1) The competent authority shall carry out its functions

under this Act and, in particular, shall ensure compliance with the

provisions of this Act.

(2) The competent authority shall also carry out the functions

and duties as competent authorityfor all purposes of the relevant

provisions of CRAR, CSDR, the DLT Pilot Regime Regulation,

EMIR, the Gender Balance Directive, the Green Bonds Regulation,

MiFID, MiFIR and the SSR, and the Commission of the European

Union, ESMA, and European regulatory authorities shall be

informed accordingly.

(3) The Malta Financial Services Authority established by the

Malta Financial Services Authority Act shall be the designated

competent authority in Malta for the purposes of implementing the

relevant provisions of the CRAR,CSDR, the DLT Pilot Regime

Regulation, EMIR, the Gender Balance Directive, the Green Bonds

Regulation, MiFID, MiFIR and the SSR, and any reference in this

Act to the com petent authority shall be read and construed

accordingly.

PART II

TRADING VENUES

(1) The Minister, acting on the advice of the Competent

Authority, may make regulations setting out -

(a) the requirements and conditions which must be

satisfied by a market if it is to qualify as a regulated

market in respect of which an authorisation may be

issued by the competent authority;

(b) the requirements including reporting and transparency

requirements and conditions which a regulated market

must continue to satisfy if it is to remain a regulated

market;

(c) the circumstances and the manner in which an

authorisation or the requirements and conditions to

which it is subject may be varied, suspended or

revoked;

(d) requirements for the regulation and supervision of

market operators and, or regulated markets;

(e) arrangements for the investigation of complaints about

market operators and, or regulated markets;

(f)

the functions of the Tribunal with respect to

proceedings under the bye-laws of regulated markets

by persons subject to such bye-laws;

(g) arrangements for the scrutiny of practices of market

operators and, or bye-laws and practices of regulated

markets and for preventing restrictive practices in

terms of the Competition Act and any regulations

made thereunder;

(h) categories of transactions that are to be carried out

exclusively on a regulated market and the

circumstances in which investors may be exempted

therefrom;

(i)

exemptions from the requirement for an authorisation

under article 4(1) which may be subject to such

variations, additions, adaptations and modifications as

may be prescribed and which may be subject to such

conditions or other requirements, including other

forms of authorisation and notification procedures, as

may be prescribed;

(ia) fees and charges in respect of any request, application or

other matter that may be submitted to the Authority under

this Act, including the fees and charges in respect of any

permission,

licence,

authorisation,

registration,

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

charges in respect of the Authority’s regulatory,

supervisory or investigative functions in accordance with

this Act and any regulations made or Rules issued

thereunder;

(j)

prescribing anything that is incidental to or connected

with any of the above matters.

(2)

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) punishments or other penalties in respect of any

contravention or failure to comply not exceeding a fine

(multa) of four hundred and sixty six thousand euro

(€466,000) or to a term of imprisonment not exceeding

four years, or to both such fine and imprisonment;

(c) administrative penalties higher than one hundred and

fifty thousand euro (€150,000) and fines higher than

four hundred and sixty six thousand euro (€466,000),

where deemed necessary or appropriate for any

contravention of or failure of compliance with any EU

Directive or EU Regulation or of any regulations made

under this article to transpose or to give effect to any

EU Directive or EU Regulation.

(3) Regulations made under this article may also prescribe

penalties and fines as provided for in sub-article (2)(c), for any breach

of any provision of the Act or for any breach of any Financial Market

Rules, transposing and, or implementing any EU Directive or EU

Regulation.

(1)(a) No person shall provide, or hold itself out to provide

the services of a regulated market in or from within

Malta unless such p erson is in possession of an

authorisation.

(b) Any body corporate or unincorporate may apply to the

competent authority for an authorisation under this

Part of the Act declaring it to be an authorised

regulated market for the purposes of this Act.

(c) A regulated market shall only be authorised where the

competent authority is satisfied that both the market

operator and the systems of the regulated market

comply with the applicable requirements laid down in

this Act and any regulation or Financial Market Rules

made thereunder.

(d) Where a regulated market is a legal person and is

managed or operated by a market operator other than

the regulated market itself, the competent authority

shall establish by means of Financial Market Rules

how the different obligations imposed on the market

operator under MiFID are to be allocated between the

regulated market and the market operator.

(2)

(a) The market operator of the regulated market shall

provide all information, necessary to enable the

competent authority to satisfy itself that the regulated

market has established, at the time of initial

authorisation, all the necessary arrangements to meet

its obligations under the Act or any regulations or

Financial Market Rules made thereunder.

(b) An application shall be made in such a manner as the

competent authority may establish by Financial

Market Rules and shall be accompanied by

(i)

a programme of operations setting out inter alia

the types of business envisaged;

(ii) a full description of the organisational structure

and the proposed bye-laws or similar

arrangements of the applicant;

(iii) detailed information as required by the

competent authority on the -

(a) persons who effectively direct the business

and the operations of the regulated market;

(b) those persons who own the regulated

market; and

(c) the market operator; and

(iv) any other information required by the competent

authority.

(3) The market operator shall notify the competent authority

immediately of any changes or corrections to the information

provided in terms of sub-article (2)

Provided that in the case of changes to the persons who

effectively direct the business and the operations of the regulated

market the prior authorisation of the competent authority shall be

requested

Provided further that where there are objective and

demonstrable grounds for believing that the appointment or

election of an officer poses or may pose a material threat to the

sound and prudent management and operation of the regulated

market, the competent authority shall refuse to approve such

appointment or election.

(4) For the better carrying out of the provisions of this Act, the

competent authority may, from time to time, issue and publish

Financial Market Rules which shall be binding on regulated

markets and others as may be specified therein. Such Financial

Market Rules may lay down additional requirements and conditions

in relation to activities of regulated markets and any other persons as

may be specified therein, 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 including -

(a) the manner and form in which an application is to be

made;

(b) the particulars and such other matters which are to be

set out by an applicant;

(c) such further information as the competent authority

may reasonably require for the purpose of determining

the application;

(d) any other matter incidental to or connected with any of

the above.

(5) Information which the competent authority may require in

connection with an application shall be provided in such form, and

shall be verified in such manner, as the competent authority may

direct.

(6) Different Financial Market Rules may be issued by the

competent authority under sub-article (4) with respect to different

classes or categories of applications.

(7) In determining an application the Competent Authority may

have regard to any information which it considers relevant to the

application.

(8) The competent authority may on an application duly made

in accordance with sub-articles (1) and (2) and subject to any

Financial Market Rules issued under sub-article (4) make or refuse

to issue an authorisation. Where the competent authority issues an

authorisation, the market operator shall be responsible for ensuring

that the provisions of the Act, regulations and Financial Market

Rules made thereunder and any implementing measures issued by

the European Commission in terms of the powers conferred to it by

the MIFID which are applicable to regulated markets, are complied

with.

(9) An authorisation shall state the date on which it shall take

effect.

(10) Where the competent authority refuses an application for an

authorisation it shall give the applicant a notice to that effect

stating the reasons for the refusal.

(11) (Deleted by: XLVI.2021.12).

(12) An authorisation may, in accordance with such regulations

as may be prescribed, be varied, suspended or revoked by the

competent authority.

Without prejudice to any relevant provisions of MAR or of

MAD, the public law governing the trading conducted under the

systems of the regulated market shall be that of Malta when Malta is

the home Member State of the regulated market.

(1) Persons who are in a position to exercise, directly or

indirectly, significant influence over the management of the

regulated market must be fit and proper.

(2) No person shall acquire a direct or indirect holding in a

regulated market and, or the market operator which represents ten

(10) per cent or more of the share capital issued by such body or of

the voting rights attaching to such share capital or which makes it

possible to exercise a significant influence over the management of

the regulated market ("qualifying shareholding") or increase such

qualifying shareholding so that the proportion of the voting rights

or of the share capital held by him in the regulated market reaches

or exceeds twenty (20) per cent, thirty-three (33) per cent or fifty

(50) per cent unless the competent authority has been notified of

that intention by such person or by the relevant regulated market

and the competent authority has approved the acquisition of or

increase in such qualifying shareholding.

(3) The competent authority shall refuse to approve any

changes to controlling interests as proposed by the regulated

market and, or the market operator in terms of sub-article (2) where

there are objective and demonstrable grounds for believing that

they would pose a threat to the sound and prudent management of

the said regulated market.

(4)

The market operator of a regulated market shall

(a) provide the competent authority with, and make

public, information regarding the ownership of the

regulated market and, or the market operator, and in

particular, the identity and scale of interests of any

parties in a position to exercise significant influence

over the management;

(b) inform the competent authority of and make public,

any transfer of ownership which gives rise to a change

in the identity of the persons exercising significant

influence over the operation of the regulated market.

(1) Regulated markets shall be obliged to

(i)

have clear and transparent bye-laws regarding

the admission of financial instruments to trading

which shall ensure that any financial instruments

admitted to trading on the regulated market are

capable of being traded in a fair, orderly and

efficient manner and, that transferable securities

are freely negotiable

Provided that in the case of derivatives such

requirements shall also ensure that the design of

the derivative contract allows for its orderly

pricing as well as for the existence of effective

settlement conditions;

(ii) have effective arrangements to verify that

issuers of transferable securities that are

admitted to trading comply with their

obligations under Union Law in respect of initial,

ongoing or ad hoc disclosure obligations;

(iii) establish arrangements which facilitate its

members or participants in obtaining access to

information which has been made public under

Union Law;

(iv) establish the necessary arrangements to review

regularly the compliance with admission

requirements of the financial instruments which

are admitted to trading.

(2) A transferable security that has been admitted to trading on

a regulated market can subsequently be admitted to trading on other

regulated markets, even without the consent of the issuer and in

compliance with the relevant provisions of Directive 2003/71/EC

of the European Parliament and of the Council of 4 November,

2003 on the prospectus to be published when securities are offered

to the public or admitted to trading, and amending Directive 2001/

34/EC and any implementing measures that have been or may be

issued thereunder.

(3) The issuer shall be informed by the regulated market of the

fact that its transferable securities are traded on that regulated

market. The issuer shall not be subject to any obligation to provide

information required under sub-article (1)(ii) directly to any

regulated market which has admitted the issuer ’s transferable

securities to trading without its consent.

(4) In complying with the provisions of this article regulated

markets shall also comply with the applicable provisions of MiFIR.

A market operator shall be entitled to exercise the rights

that correspond to the regulated market that it manages by virtue of

MiFID.

Market operators shall not execute client orders against

proprietary capital, or engage in matched principal trading on any

of the regulated markets they operate.

(1) A regulated market shall establish and maintain its

operational resilience in accordance with the requirements laid down

in Chapter II of the DORA Regulation to ensure its trading systems are

resilient, have sufficient capacity to deal with peak order and message

volumes, are able to ensure orderly trading under conditions of severe

market stress, are fully tested to ensure such conditions are met and are

subject to effective business continuity arrangements, including ICT

business continuity policy and plans and ICT response and recovery

plans established in accordance with Article 11 of the DORA

Regulation, to ensure continuity of its services if there is any failure of

its trading systems.

(2)

A regulated market shall have in place

(a) written agreements with all investment firms pursuing

a market making strategy on the regulated market;

(b) schemes to ensure that a sufficient number of

investment firms participate in such agreements which

require them to post firm quotes at competitive prices

with the result of providing liquidity to the market on a

regular and predictable basis, where such a

requirement is appropriate to the nature and scale of

the trading on that regulated market.

(3) The written agreement referred to in sub-article (2) shall at

least specify

(a) the obligations of the investment firm in relation to the

provision of liquidity and where applicable any other

obligation arising from participation in the scheme

referred to in sub-article (2)(b);

(b) any incentives in terms of rebates or otherwise offered

by the regulated market to an investment firm so as to

provide liquidity to the market on a regular and

predictable basis and, where applicable, any other

rights accruing to the investment firm as a result of

participation in the scheme referred to in sub-article

(2)(b).

(4) A regulated market shall monitor and enforce compliance

by investment firms with the requirements of such binding written

agreements. The regulated market shall inform the competent

authority about the content of the binding written agreement and

shall, upon request, provide all further information to the

competent authority necessary to enable the competent authority to

satisfy itself of compliance by the regulated market with sub-article

(3) and this sub-article.

(5) A regulated market shall have in place effective systems,

procedures and arrangements to reject orders that exceed pre-

determined volume and price thresholds or are clearly erroneous.

(6) A regulated market may temporarily halt or constrain

trading in emergency situations or in the event of a significant price

movement in a financial instrument on such market or a related

market during a short period and, in exceptional cases, it may

cancel, vary or correct any transaction

Provided that such regulated market shall ensure that the

parameters for halting or constraining trading are appropriately

calibrated in a way which takes into account the liquidity of different

asset classes and sub-classes, the nature of the market model and the

types of users and is sufficient to avoid significant disruptions to the

orderliness of trading.

(7) A regulated market shall report the parameters for halting

trading and any material changes to those parameters to the

competent authority in a consistent and comparable manner. The

competent authority shall in turn report them to ESMA.

(8) Where a regulated market which is material in terms of

liquidity in that financial instrument halts trading, in any Member

State or EEA State including Malta, that trading venue shall have

the necessary systems and procedures in place to ensure that it will

notify the competent authority or European regulatory authorities,

as the case may be, in order for them to coordinate a market-wide

response and determine whether it is appropriate to halt trading on

other venues on which the financial instrument is traded until

trading resumes on the original market.

(8a) A regulated market shall disclose publicly on its website

information about the circumstances leading to the halting or

constraining of trading and the principles for establishing the main

technical parameters used to do so.

(8b) Where a regulated market does not halt or constrain trading as

referred to in sub-article (6), despite the fact that a significant price

movement in a financial instrument or related financial instruments

has led to disorderly trading conditions on one or more markets, the

Authority may take appropriate measures to re-establish the normal

functioning of the markets, including giving such directives as referred

to in paragraphs (h) to (k) of article 15(2) of the Investment Services

Act.

(9) A regulated market shall have in

place effective

systems, procedures and arrangements, including

(a) such systems that require members or participants to

carry out appropriate testing of algorithms and providing

environments to facilitate such testing in accordance

with the requirements laid down in Chapters II and IV

of the DORA Regulation, in order to

(i)

ensure that algorithmic trading systems cannot

create or contribute to disorderly trading

conditions on the market; and

(ii)

manage any disorderly trading conditions which

do arise from such algorithmic trading systems;

and

(b) systems to limit the ratio of unexecuted orders to

transactions that may be entered into the system by a

member or participant, in order to

(i)

be able to slow down the flow of orders if there is

a risk of its system capacity being reached; and

(ii)

limit and enforce the minimum tick size that may

be executed on the market.

(10) A regulated market that permits direct electronic access

shall have in place effective systems procedures and arrangements

to ensure that members or participants are only permitted to

provide such services if they are investment firms authorised under

MiFID or credit institutions authorised under the CRD, that

appropriate criteria are set and applied regarding the suitability of

persons to whom such access may be provided and that the member

or participant retains responsibility for orders and trades executed

using that service in relation to the requirements of MiFID.

(11) A regulated market shall also set appropriate standards

regarding risk controls and thresholds on trading through such

access and be able to distinguish and, if necessary, stop orders or

trading by a person using direct electronic access separately from

other orders or trading by the member or participant.

(12) A regulated market shall have arrangements in place to

suspend or terminate the provision of direct electronic access by a

member or participant to a client in the case of non-compliance

with sub-articles (10) and (11).

(13) A regulated market shall ensure that its rules on co-

location services are transparent, fair and non-discriminatory.

(14) A regulated market shall ensure that its fee structures

including execution fees, ancillary fees and any rebates are

transparent, fair and non-discriminatory and that they do not create

i n c e n t i v e s t o p l a c e , m o d i f y o r ca n c e l o r d e r s o r t o e x e cu t e

transactions in a way which contributes to disorderly trading

conditions or market abuse. In particular, a regulated market shall

impose market making obligations in individual shares or a suitable

basket of shares in exchange for any rebates that are granted.

(15) A regulated market shall be allowed to adjust its fees for

cancelled orders according to the length of time for which the order

w a s m a i n t a i n e d a n d t o c al i b r at e t h e f e e s t o e a c h f i n a n c i a l

instrument to which they apply.

(16) A regulated market may be allowed to impose a higher fee

for placing an order that is subsequently cancelled than an order

which is executed and to impose a higher fee on participants

placing a high ratio of cancelled orders to executed orders and on

those operating a high-frequency algorithmic trading technique in

order to reflect the additional burden on system capacity.

(17) A regulated market shall be able to identify, by means of

flagging from members or participants, orders generated by

algorithmic trading, the different algorithms used for the creation

of orders and the relevant persons initiating those orders. That

information shall be available to the competent authority and

European regulatory authorities upon request.

(18) Upon request by the competent authority, a regulated

market shall make available thereto, data relating to the order book

or give the competent authority access to the order book so that it is

able to monitor trading.

(1) Regulated markets shall adopt tick size regimes in

shares, depositary receipts, exchange-traded funds, certificates and

other similar financial instruments and in any other financial

instrument for which regulatory technical standards are developed by

ESMA

Provided that the application of tick sizes shall not prevent

regulated markets from matching orders large in scale at mid-point

within the current bid and offer prices.

(2)

The tick size regimes referred to in sub-article (1) shall

(a) be calibrated to reflect the liquidity profile of the

financial instrument in different markets and the

average bid-ask spread, taking into account the

desirability of enabling reasonably stable prices

without unduly constraining further narrowing of

spreads;

(b) adapt the tick size for each financial instrument

appropriately.

(3) In respect of shares with an International Securities

Identification Number (ISIN) issued outside the European Economic

Area (EEA), or shares which have an EEA ISIN and which are traded

on a third-country venue in the local currency or in a non-EEA

currency, as referred to in point (a) of Article 23(1) of MiFIR for

which the venue that is the most relevant market in terms of liquidity is

in a third country, regulated markets may provide for the same tick size

that applies in that venue.

Repealed by Act XXIX.2025.11.

(1) The competent authority may issue Financial Market

Rules requiring a regulated market to give it -

(a) notice of such events relating to that regulated market

as may be specified by the competent authority; and

(b) such information in respect of those events as may be

specified by the competent authority;

(c) such other information relating to that regulated

market, at such times or in respect of such period as

may be specified by the competent authority.

(2) Any Financial Market Rules issued by the competent

authority may require information to be given in a specified form

and to be verified in a specified manner and any information so

required shall be provided promptly.

(1) The competent authority may direct that any of the

Financial Market Rules issued under article 5 are not to apply in

respect of any regulated market or are to apply to such regulated

market with such modification as may be specified in the Financial

Market Rule, if it is satisfied that -

(a) compliance by the regulated market with the Financial

Market Rules, or with the Financial Market Rules as

unmodified, would be unduly burdensome or would

not achieve the purpose for which the Financial

Market Rules were made; and

(b) the non-application or modification of the Financial

Market Rule as aforesaid would not result in undue

risk to persons whose interests such Financial Market

Rules are intended to protect.

(2) A Financial Market Rule issued by the competent authority

under sub-article (1) may be made subject to such conditions as the

competent authority may deem fit.

(Deleted by: XLVI.2021.13).

(1) An authorisation may be revoked by an order made by

the competent authority at the request, or with the consent of the

regulated market concerned or otherwise as provided in this Act.

(2) If it appears to the competent authority that a regulated

market -

(a) is failing, or has failed, to satisfy the requirements for

authorisation under this Act, or

(b) is failing or has failed, to comply with any other

obligation imposed on it by or under this Act, or

(c) does not make use of the authorisation within twelve

months, expressly renounces the authorisation or has

not operated for the preceding six months, or

(d) has obtained the authorisation by making false

statements or by any other irregular means, or

(e) no longer meets the conditions

under

which

authorisation was granted, or

(f)

has seriously and systematically infringed the provisions

adopted pursuant to MiFID or MiFIR,

it may make an order revoking the authorisation order for that body

even though the body does not wish or does not consent to the

revocation of the authorisation.

(3) An order under sub-articles (1) and (2) revoking an

authorisation hereinafter referred to as a ''revocation order'' shall

specify the date on which it is to take effect.

(4) A revocation order may contain such transitional provisions

as the competent authority deems necessary or expedient.

(5) The competent authority shall notify ESMA of any revocation

(1) Before issuing a directive under article 39K, or before

making a revocation order under article 8(2), the competent

authority shall -

(a) give written notice of its intention so to do to the

regulated market concerned; and

(b) take such steps as it considers reasonably practicable

to bring the notice to the attention of any other persons

who are, in its opinion, likely to be affected.

(2)

A notice under sub-article (1) shall -

(a) state the reasons why the competent authority intends

to issue the directive or make the revocation order; and

(b) draw attention to the right to make representations

conferred by sub-article (3).

(3)

Before the end of the period for making representations

(a) the regulated market; and

(b) any other person who is likely to be affected by the

proposed revocation order and notified in terms of

sub-article (1)(b),

may make representations to the competent authority.

(4)

The period for making representations is -

(a) two (2) months beginning -

(i)

with the date on which the notice is served on

the regulated market in the case of the regulated

market, or

(ii) with the date on which the notice is brought to

the attention of any other persons notified in

terms of sub-article (1)(b) in the case of such

other persons.

(b) such longer period stated in the notice as the

competent authority may deem fit to allow in the

particular case.

(5) In deciding whether to issue a directive or make a

revocation order, the competent authority shall have regard to any

representations made in accordance with sub-article (3).

(6)

If the competent authority decides to issue the proposed

directive or to make the proposed revocation order it shall

(a) give the regulated market written notice of its

decision; and

(b) where it decides to issue the directive or to make the

order, take such steps as it considers reasonably

practicable for bringing its decision to the attention of

any other persons who are, in the competent

authority’s opinion, likely to be affected thereby.

A regulated market intending to take any of the following

actions shall notify the competent authority in writing and the

consent of the competent authority shall be required before a

regulated market may lawfully

(a) alter or revoke any of its bye-laws; or

(b) make or issue new bye-laws; or

(c) make a change in the arrangements it makes for the

provision of clearing services in respect of

transactions effected on the regulated market

concerned or in the criteria which it applies when

determining to whom it will provide clearing services.

Regulated markets shall offer all their members or

participants the right to designate the systems for the clearing and

settlement of transactions in financial instruments undertaken on

that regulated market subject to

(a) such links and arrangements between the designated

clearing and settlement system and any other system or

facility as are necessary to ensure the efficient and

economic settlement of the transaction in question;

and

(b) agreement by the competent authority responsible for

the supervision of the regulated market that technical

conditions for the clearing and settlement of

transactions concluded on the regulated market

through a clearing and settlement system other than

that designated by the regulated market are such as to

allow smooth and orderly functioning of financial

markets.

(1) The competent authority shall draw up a list of the

regulated markets registered in Malta and shall forward that list to

the other Member States, EEA States and ESMA. A similar

communication shall be effected in respect of each change to that

list.

(2) Market operators shall communicate, on a regular basis,

the list of the members or participants of the regulated market to

the competent authority of the regulated market.

PART III

PROSPECTUS, LISTING AND TRADING

(1)

Without prejudice to any other power or function

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

(ba) to approve, or otherwise, the registration of a sponsor, as

may be prescribed;

(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;

(da)

to examine whether, and ensure that, an issuer’s

regulated information is in accordance with the

requirements established in the Capital Markets Rules;

(db) to ensure a proxy advisor’s compliance with transparency

requirements as established in the Capital Markets Rules;

(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;

(i)

to request an issuer to re-issue regulated information,

to issue a corrective note and, or to reflect a correction

in any future regulated information;

(j)

to cancel or suspend the registration of a sponsor in

such circumstances as may be prescribed.

(Deleted by XIX. 2016.8).

(1)

Unless otherwise expressly provided in this Act or in

the provisions of any other applicable 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)

Deleted by Act XI.2025.10.

(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 regulations made in accordance with article 14A as

not being admissible to listing on any local regulated

market; and

(b) have been authorised as admissible to listing by the

competent authority.

(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).

(1) Any person intending to act as a sponsor in Malta, or to

hold itself out to act as such, shall apply with the competent

authority for registration to do so. To this effect, no person shall

provide, or hold itself out as providing the services of a sponsor in

Malta unless duly registered with the competent authority in

accordance with this Act in the manner prescribed and as may be

provided for in Capital Markets Rules.

(2) An application for registration as a sponsor shall be made to

the competent authority in the manner prescribed and as may be

provided for in Capital Markets Rules.

(3) Any person who, on the date of the coming into force of

this article, is already providing or holding himself out as providing

the services of a sponsor, may only continue to offer such services

for ten (10) months from such date of the coming into force of this

article, if the following two (2) conditions are satisfied

(a) they shall have submitted to the competent authority a

duly completed application for registration, in accordance

with the provisions of this article and any regulations and

rules issued under the Act, by not later than two (2)

months from the said date of coming into force; and

(b) they shall have been registered by the competent authority

before the lapse of the said ten (10) months from such

date of coming into force

Provided that the competent authority shall either register

such person applying for registration or shall otherwise refuse an

application for registration made in accordance with this sub-

article, before the lapse of such ten (10) months provided that a

duly completed application shall have been submitted to the

competent authority in accordance with the provisions of this Act

and any regulations and Rules made thereunder. A "duly completed

application" shall include any additional or missing information or

documentation which may subsequently be requested by the

competent authority. Registration or refusal, as the case may be,

shall be made by the competent authority in accordance with the

provisions of this Act and any regulations or rules issued

thereunder.

(1) The competent authority may register or refuse an

application for registration made in accordance with article 12B, in

the manner and the circumstances prescribed.

(2) In granting a registration the competent authority may

subject the applicant to such conditions as it may deem appropriate.

After having granted registration, the competent authority may,

from time to time, vary or revoke any condition so imposed or

otherwise impose new conditions.

(3) A register of all sponsors to whom registration has been

granted in terms of this Act shall be established by the competent

authority. The register shall be publicly available on the competent

authority’s website and shall indicate the names of the persons to

whom such registration has been granted, and it shall be updated on

a regular basis.

The competent authority may, at any time, in the

circumstances prescribed, cancel or suspend the registration of a

sponsor granted in terms of this Act.

(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.

(Deleted by XLVI.2021.19).

The Minister, acting on the advice of the competent

authority, may make regulations to give effect to the provisions of

this Part and, without prejudice to the generality of the foregoing,

may, by such regulations, in particular do any of the following

(a) provide that any securities which fall within a

description or category as may be specified in such

regulations, shall not be admissible to listing on any

local regulated market;

(b) regulate any fees and, or other charges payable to the

competent authority in respect of any application for

the approval of a prospectus and the admissibility to

listing of securities on a local regulated market, as

well as any fees and charges in respect of the

competent authority’s regulatory, supervisory or

investigative functions under this Part, under any

regulations made or Capital Markets Rules issued

hereunder, as may be prescribed; and

(c) provide for any matter incidental to or connected with

any of the above.

(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.

(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 make the

necessary changes or to provide the 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.

(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 that, to 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.

(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.

(Deleted by: XLVI.2021.23).

(Deleted by: XLVI.2021.24).

(Deleted by: XLVI.2021.25).

(Deleted by: XLVI.2021.26).

(Deleted by: XLVI.2021.27).

(Deleted by: XLVI.2021.28).

(Deleted by: XLVI.2021.29).

(Deleted by: XLVI.2021.30).

(Deleted by: XLVI.2021.31).

(Deleted by: XLVI.2021.31).

The competent authority shall cooperate with other

European regulatory authorities whenever necessary for the

purpose of carrying out its duties and exercising its powers under

the Directives and the Prospectus Regulation. It shall render the

necessary assistance to other European regulatory authorities, in

particular by exchanging information and cooperating in any

investigatory or supervisory function.

The competent authority may refer to ESMA cases where a

request for cooperation, in particular to exchange information, has

been rejected or has not been acted upon within a reasonable time.

The obligation of professional secrecy shall not prevent

the competent authority from exchanging confidential information

or from transmitting confidential information to other European

regulatory authorities, ESMA or ESRB, subject to constraints

relating to firm-specific information and effects on third countries

as provided for in Regulation (EU) No 1095/2010 and Regulation

(EU) No 1092/2010 of the European Parliament and of the Council

of 24 November 2010 on European Union macro-prudential

oversight of the financial system and establishing a European

Systemic Risk Board respectively. Information exchanged between

the competent authority and other European regulatory authorities,

ESMA or the ESRB shall be covered by the obligation of

professional secrecy, to which the persons employed or formerly

employed by the competent authority receiving the information are

subject.

The competent authority shall notify ESMA of any

cooperation agreements it enters into providing for the exchange of

information with the regulatory authorities or bodies enabled by their

respective legislation to carry out tasks under the Directives and the

Prospectus Regulation.

(1) For the purpose of making regulated information

accessible on ESAP, the collection body shall be the Malta Stock

Exchange, the latter being the officially appointed mechanism in

terms of Article 21(2) of the Transparency Directive

Provided that for the purpose of taking the decisions

referred to in article 39G, to the extent that the said decisions

concern transparency requirements relating to regulated

information, accessible on ESAP, the collection body shall be the

competent authority. Such obligation shall apply with effect from

10 July 2026.

(2) The information referred in the proviso to sub-article (1)

shall comply with the following requirements

(a)

be submitted in a data extractable format as

defined in Article 2(3) of the ESAP Regulation;

(b)

be accompanied by the following metadata

(i)

all the names of the natural persons or

legal entity to which the information relates;

(ii) where available, the legal entity

identifier of the legal entity, as specified pursuant to

Article 7(4)(b) of the ESAP Regulation;

(iii) the type of information, as classified

pursuant to Article 7(4)(c) of the ESAP Regulation;

(iv) an indication of whether the information

contains personal data.

(Deleted by: XLVI.2021.37).

(Imħassar bl-Att XLVI.2021.38).

TAQSIMA IV

Depożitarju Ċentrali tat-Titoli

(1) Ebda persuna m’għandha tistabbilixxi u topera

depożitarju ċentrali tat-titoli f’Malta jew tippreżenta ruħha bħala, jew

tipprovdi, is-servizz ta’ depożitarju ċentrali tat-titoli f ’Malta jew

minn Malta kemm-il darba dik il-persuna ma jkollhiex fil-pussess

tagħha awtorizzazzjoni bil-miktub maħruġa mill-awtorità

kompetenti taħt din it-Taqsima, skont is-CSDR

Iżda li CSD awtorizzat f’Malta u li jkun irid jipprovdi s-

servizzi msemmija fil-punti 1 u 2 tat-Taqsima A tal-Anness mas-

CSDR, fit-territorju ta’ Stat Membru jew fi Stat ŻEE, jista’ jagħmel

dan skont l-Artikolu 23 tas-CSDR

Iżda wkoll li CSD, li jkun awtorizzat fi Stat Membru jew fi

Stat ŻEE u li jkun irid jipprovdi s-servizzi msemmija fil-punti 1 u 2

tat-Taqsima A tal-Anness mas-CSDR, fit-territorju ta’ Malta, jista’

jagħmel dan skont l-Artikolu 23 tas-CSDR

Iżda wkoll li s-CSD ta’ pajjiż terz jista’ jipprovdi s-servizzi

msemmija fl-Anness mas-CSDR fit-territorju ta’ Malta, skont l-

Artikolu 25 tas-CSDR.

(2) Kwalunkwe persuna ġuridika tista’ tapplika bil-miktub lill-

awtorità kompetenti għal awtorizzazzjoni taħt din it-Taqsima skont is-

CSDR, li tawtorizzaha taġixxi bħala depożitarju ċentrali tat-titoli

għall-finijiet ta’ dan l-Att.

(3) Awtorizzazzjoni sabiex taġixxi bħala depożitarju ċentrali

tat-titoli tista’ tingħata biss meta l-awtorità kompetenti tkun

sodisfatta li l-applikant ikun jikkonforma u ser ikun f’posizzjoni li

jikkonforma ruħu mal-ħtiġiet li japplikaw stipulati taħt is-CSDR u

mal-ħtiġiet applikabbli stabbiliti f ’dan l-Att u f ’regolamenti u

Regoli ta’ Swieq Finanzjarji maħruġin taħtu.

(4) Ebda ħaġa f’dan l-Att jew f’regolamenti magħmulin taħtu

ma għandha tiftiehem bħala li tagħmel depożitarju ċentrali tat-titoli

kapaċi jew tagħtih is-setgħa li jwettaq xi funzjoni jew attività li

tkun teħtieġ l-approvazzjoni jew l-awtorizzazzjoni skont l-Att dwar

il-Bank Ċentrali ta’ Malta jew kull liġi oħra.

L-Awtorità għas-Servizzi Finanzjarji ta’ Malta mwaqqfa bl-

Att dwar l-Awtorità għas-Servizzi Finanzjarji ta’ Malta għandha

tkun l-awtorità kompetenti nominata f ’Malta għall-finijiet li

t imp lim enta d-d ispożi zzj oni jiet ri levant i tas- CSDR, u ku ll

referenza għall-awtorità kompetenti għandha tinqara u tinftiehem

f’dan is-sens.

(1) Meta tkun qegħda tiddeċiedi dwar xi applikazzjoni, l-

awtorità kompetenti għandha tikkunsidra dik l-informazzjoni u

dawk il-fatturi l-oħra li hija tista’ tqis li jkunu rilevanti jew

sinifikanti għall-applikazzjoni.

(2) L-awtorità kompetenti tista’, wara li tirċievi applikazzjoni

magħmula kif imiss skont din it-Taqsima, kif hemm fis-CSDR, toħroġ

jew tiċħad milli toħroġ awtorizzazzjoni. Meta l-awtorità

kompetenti toħroġ awtorizzazzjoni, id-depożitarju ċentrali tat-titoli

għandu jkun responsabbli biex jiżgura li d-dispożizzjonijiet tas-

CSDR kif ukoll id-dispożizzjonijiet tal-Att, regolamenti magħmulin

taħtu u Regoli ta’ Swieq Finanzjarji maħruġa mill-awtorità

kompetenti, li huma applikabbli għad-depożitarju ċentrali tat-titoli,

jitħarsu.

(3) L-awtorizzazzjoni għandu jkun fiha d-data meta din tibda

sseħħ.

(4) Meta l-awtorità kompetenti tiċħad applikazzjoni għal

awtorizzazzjoni hija għandha tagħti lill-applikant avviż f ’dak is-

sens fejn tiddikjara x’ikunu r-raġunijiet għal dak iċ-ċħid.

(5)

(Imħassar bl-Att XXXI. 2017.28.)

(6) L-awtorizzazzjoni tista’, skont dawk ir-regolamenti li

jistgħu jiġu ordnati, tinbidel, tiġi sospiża jew revokata mill-

awtorità kompetenti.

(7) Awtorizzazzjoni maħruġa lil depożitarju ċentrali tat-titoli

taħt dan l-artikolu għandha tidentifika l-istrumenti finanzjarji,

nominati jew xort’oħra, li d-depożitarju ċentrali tat-titoli jkun

awtorizzat li jipprovdilhom servizzi u għandha aktar minn hekk

tidentifika l-funzjonijiet li hija tkun awtorizzata twettaq.

Mingħajr preġudizzju għal kull setgħa jew funzjoni oħra

mogħtija lilu bil-liġi jew b’regolamenti, il-funzjonijiet ta’ depożitarju

ċentrali tat-titoli għandhom jinkludu s-servizzi elenkati fl-Anness mas-

CSDR.

(1) L-awtorizzazzjoni tista’ tkun revokata b’ordni

maħruġa bil-miktub mill-awtorità kompetenti fuq talba, jew bil-

kunsens, tad-depożitarju ċentrali tat-titoli jew xort’oħra kif provdut

f’dan l-Att.

(2) L-awtorizzazzjoni tista’ tkun revokata b’ordni maħruġa

bil-miktub mingħajr il-kunsens ta’ depożitarju ċentrali tat-titoli,

jekk ikun jidher lill-awtorità kompetenti li d-depożitarju ċentrali

tat-titoli

(a) ikun qiegħed jonqos, jew ikun naqas, milli jissodisfa l-

ħtiġiet għal awtorizzazzjoni taħt is-CSDR jew taħt dan

l-Att, regolamenti jew Regoli ta’ Swieq Finanzjarji

magħmulin

taħtu

jew

ikun

serjament

jew

sistematikament kiser ir-rekwiżiti stabbiliti fis-CSDR

jew, fejn applikabbli, fil-MiFID jew fil-MiFIR; jew

(b) ikun qiegħed jonqos, jew ikun naqas, milli

jikkonforma ruħu ma’ kull obbligazzjoni oħra imposta

fuqu minn jew taħt is-CSDR jew dan l-Att, regolamenti

jew Regoli ta’ Swieq Finanzjarji magħmulin taħtu; jew

(ċ) ma jagħmilx użu mill-awtorizzazzjoni matul tnax-il

xahar, jirrinunzja espressament l-awtorizzazzjoni jew

ma jkun ipprovda l-ebda servizzi jew wettaq l-ebda

attività matul is-sitt xhur preċedenti; jew

(d) ikun

kiseb

l-awtorizzazzjoni

billi

għamel

dikjarazzjonijiet foloz jew b’xi mezzi oħra mhux

leġittimi; jew

(e) ma jkunx għadu jikkonforma aktar mal-kondizzjonijiet

li taħthom tkun ingħatat awtorizzazzjoni u ma jkunx ħa l-

azzjonijiet ta’ rimedju mitlubin mill-awtorità kompetenti

f’perjodu ta’ żmien stipulat.

(3) Ordni taħt is-subartikoli (1) u (2) li tkun tirrevoka

awtorizzazzjoni hawn iżjed ’il quddiem imsejħa "ordni ta’ revoka"

għandha tispeċifika d-data meta din għandha tibda sseħħ.

(4) Ordni ta’ revoka jista’ jkun fiha dawk id-dispożizzjonijiet

transitorji u pattijiet u kondizzjonijiet oħrajn skont ma l-awtorità

kompetenti tista’ tikkunsidra li jkunu meħtieġa jew spedjenti.

(5)

(Imħassar bl-Att XXXI. 2017.30.).

(Imħassar bl-Att XLVI.2021.39).

(Imħassar bl-Att XXXI. 2017.32.)

118. SWIEQ FINANZJARJI

Id-dispożizzjonijiet tal-artikoli 4B, 6, 7, u 9 tat-Taqsima II

ta’ dan l-Att għandhom japplikaw mutatis mutandis għad-

depożitarji ċentrali tat-titoli awtorizzati taħt din it-Taqsima29. Id-

dispożizzjonijiet tal-artikoli 4B, 6 u 9 tat-Taqsima II ta’ dan l-Att

119. għandhom japplikaw mutatis mutandis għad-depożitarji ċentrali

tat-titoli.

(1) Il-Ministru, li jaġixxi bil-parir tal-awtorità kompetenti,

jista’ jagħmel regolamenti li jistabbilixxu

(a) il-ħtiġiet u l-kondizzjonijiet li għandhom ikunu

sodisfatti minn persuna jekk din ikollha tipprovdi s-

servizzi ta’ depożitarju ċentrali tat-titoli li għar-

120. rigward tiegħu l-awtorità kompetenti tista’ toħroġ

awtorizzazzjoni taħt dan l-Att;

(b) il-ħtiġiet li depożitarju ċentrali tat-titoli għandu

jkompli jissodisfa jekk dan għandu jibqa’ jkun

awtorizzat, inklużi l-ammont ta’ ħlasijiet li għandhom

isiru lill-awtorità kompetenti;

(ċ) iċ-ċirkostanzi u l-mod li bihom l-awtorizzazzjoni jew

il-ħtiġiet u l-kondizzjonijiet li din tkun soġġetta

għalihom jistgħu jkunu mibdula, sospiżi jew revokati;

(d) ħtiġiet dwar l-awtorizzazzjoni, l-operazzjoni, il-

funzjonijiet, ir-regolamentazzjoni u s-sorveljanza ta’

depożitarju ċentrali tat-titoli;

(e) ħtiġiet għall-kreazzjoni, żamma jew wiri tat-titolu għal

drittijiet u drittijiet għar-rigward ta’ Strumenti

Finanzjarji f’forma dematerjalizzata jew rappreżentata

f’forma

ta’

reġistrazzjoni

fil-kotba

bħala

immobilizzazzjoni;

(f)

arranġamenti għall-investigazzjoni ta’ ilmenti u, jew l-

anjanzi dwar depożitarji ċentrali tat-titoli u r-rimedji

fir-rigward tagħhom;

(g) arranġamenti biex jiġi aċċertat li jkun hemm

konformità mid-depożitarji ċentrali tat-titoli u l-

iskrutinju ta’ regoli u ħtiġiet ta’ depożitarji ċentrali

tat-titoli;

(h) eżenzjonijiet mill-ħtieġa għal awtorizzazzjoni jew

minn xi dispożizzjoni ta’ dan l-Att li jistgħu jkunu

soġġetti għal dawk il-bidliet, żidiet, adattazzjonijiet u

modifiki skont ma jista’ jkun ordnat u li tista’ tkun

soġġetta għal dawk il-kondizzjonijiet jew ħtiġiet oħra,

inklużi forom oħra ta’ awtorizzazzjoni u proċeduri ta’

avviż;

(i)

(Imħassar bl-Att XXXI. 2017.33.)

(j)

li jkunu jordnaw kull ħaġa li tkun inċidentali għal, jew

li jkollha x’taqsam ma’ xi waħda mill-affarijiet hawn

qabel imsemmija.

(2) Regolamenti magħmulin taħt dan l-artikolu jistgħu jsiru bla

ħsara għal kull eżenzjoni jew kondizzjoni oħra skont ma tista’ tiġi

speċifikata fir-regolamenti, jistgħu jipprovdu b’mod differenti għal

kategoriji jew klassijiet ta’ strumenti finanzjarji u għal ċirkostanzi

jew għanijiet differenti.

(3) Regolamenti magħmulin taħt dan l-artikolu jistgħu jimponu

penali amministrattivi u multi li jkunu iżjed minn mija u ħamsin elf

euro (€150,000), meta jitqiesu hekk meħtieġa jew adatti għal kull

kontravvenzjoni ta’, jew nuqqas ta’ konformità ma’, xi Direttiva tal-

UE jew Regolament tal-UE jew ta’ kull regolamenti magħmulin taħt

dan l-artikolu sabiex jiġu trasposti jew jingħata effett lil xi Direttiva

tal-UE jew Regolament tal-UE.

L-awtorità kompetenti tista’ minn żmien għal żmien toħroġ

Regoli ta’ Swieq Finanzjarji li għandhom ikunu vinkolanti fuq

depożitarji ċentrali tat-titoli u fuq oħrajn skont ma jista’ jkun

speċifikat, u dawk ir-Regoli jistgħu jkunu maħruġa għar-rigward

121. ta’ kull ħaġa li tissemma f ’din it-Taqsima, inklużi Regoli dwar

regolamentazzjoni aħjar u biex tiġi żgurata konformità minn

depożitarji ċentrali tat-titoli u l-uffiċjali tagħhom mal-ħtiġiet u l-

obbligi li joriġinaw taħt dan l-Att jew regolamenti magħmulin

taħtu.

Din it-Taqsima għandha tinqara u tinftiehem kif hemm fis-

CSDR u, safejn u sakemm id-dispożizzjonijiet ta’ din it-Taqsima

ta’ dan l-Att u ta’ kull regoli magћmulin taћtu huma inkonsistenti

mad-dispożizzjonijiet tas-CSDR, għandhom jipprevalu d-

dispożizzjonijiet tas-CSDR u d-dispożizzjonijiet ta’ din it-Taqsima

ta’ dan l-Att u ta’ kull regoli magћmulin taћtu m’għandhomx

japplikaw sa fejn twassal l-inkonsistenza.

TAQSIMA IV bis

BONDS KOPERTI

(1) Mingħajr preġudizzju għal kwalunkwe setgħat jew

funzjonijiet oħra mogħtija lilha b’dan l-Att jew b’xi liġi oħra, l-

awtorità kompetenti għandha wkoll il-funzjoni li taġixxi bħala l-

awtorità kompetenti maħtura f’Malta għall-finijiet li timplimenta d-

dispożizzjonijiet tas-CBD u li twettaq s-superviżjoni pubblika ta’

bonds koperti.

(2)

L-awtorità kompetenti għandha tissorvelja l-ħruġ ta’ bonds

koperti sabiex tivvaluta u tiżgura konformità mar-rekwiżiti stipulati

f’din it-Taqsima u fi kwalunkwe regolamenti u Regoli dwar Bonds

Koperti maħruġa taħtha.

(3)

Mingħajr preġudizzju għall-ġeneralità tas-subartikoli (1) u

(2) u għal kwalunkwe setgħat jew funzjonijiet oħra mogħtija lill-

awtorità kompetenti b’dan l-Att jew b’xi liġi oħra, is-setgħat tal-

awtorità kompetenti għandhom jinkludu s-setgħa li

(a)

tingħata jew tiġi miċħuda approvazzjoni għal

programmi ta’ bonds koperti skont l-artikoli 31D u 31E;

(b)

tiġi valutata konformità mar-rekwiżiti stipulati

f’din it-Taqsima u fi kwalunkwe regolamenti u Regoli dwar

Bonds Koperti maħruġa taħtha;

(ċ)

jiġu regolarment riveduti programmi ta’ bonds

koperti sabiex tiġi valutata konformità mad-dispożizzjonijiet ta’

din it-Taqsima u fi kwalunkwe regolamenti u Regoli dwar

Bonds Koperti maħruġa taħtha;

(d)

jinħarġu Regoli dwar Bonds Koperti sabiex jiġu

implimentati u mwettqa aħjar id-dispożizzjonijiet ta’ dan l-Att

u, jew ta’ kwalunkwe regolamenti maħruġa taħtu u, jew bi

tkomplija tar-responsabbiltà li għandha taħt xi dispożizzjonijiet

tas-CBD, u dawk ir-regoli għandhom ikunu vinkolanti fuq l-

istituzzjonijiet ta’ kreditu u fuq il-persuni l-oħra kollha skont

ma jista’ jiġi speċifikat fihom;

(e)

jiġi investigat ksur possibbli tar-rekwiżiti ta’ din

it-Taqsima jew ta’ xi regolamenti jew Regoli dwar Bonds

Koperti maħruġa taħtha;

(f)

isiru spezzjonijiet fuq il-post u lil hinn mis-sit;

(g)

jiġu imposti penalitajiet amministrattivi u miżuri

amministrattivi oħra f’konformità mal-artikolu 39ĊA; u

(h)

jiġu adottati u implimentati

linji

gwida

superviżorji relatati mal-ħruġ ta’ bonds koperti.

(4)

L-awtorità kompetenti għandha tgħarraf lill-Kummissjoni

Ewropea u lill-EBA dwar il-funzjonijiet u d-dmirijiet tagħha skont is-

subartikolu (1).

(5)

L-awtorità kompetenti għandu jkollha l-kompetenza, ir-

riżorsi, il-kapaċità operattiva, is-setgħat u l-indipendenza meħtieġa

sabiex twettaq il-funzjonijiet relatati mas-superviżjoni pubblika ta’

bonds koperti.

31Ċ. (1)

L-awtorità kompetenti tista’, minn żmien għal żmien,

toħroġ u tippubblika Regoli dwar Bonds Koperti skont ma jista’ jkun

meħtieġ sabiex jagħtu effett lil kwalunkwe dispożizzjonijiet ta’ dan l-

Att jew ta’ kwalunkwe regolamenti magħmula taħtu, u sabiex

jittrasponu, jimplimentaw u jagħtu effett lid-dispożizzjonijiet u r-

rekwiżiti tas-CBD.

(2)

Mingħajr preġudizzju għall-ġeneralità tas-subartikolu (1),

ir-Regoli dwar Bonds Koperti maħruġa mill-awtorità kompetenti

jistgħu

(a)

jistipulaw rekwiżiti u kondizzjonijiet addizzjonali

relatati ma’ istituzzjonijiet ta’ kreditu li jkunu jridu jiksbu

approvazzjoni għal programm ta’ bonds koperti, istituzzjonijiet

ta’ kreditu li jkunu ħarġu bonds koperti, u kull kwistjoni oħra li

l-awtorità kompetenti tista’ tikkunsidra xieraq;

(b)

jipprovdu dwar prospetti, dikjarazzjonijiet u

avviżi li jkollhom isiru jew jingħataw, għal liema raġuni tkun, li

fir-rigward ta’ liema l-awtorità kompetenti teżerċita funzjonijiet

superviżorji jew regolatorji, u l-forma u l-kontenut tagħhom;

(ċ)

jistipulaw it-tagħrif li tali persuni għandhom

jippreżentaw lill-awtorità kompetenti;

(d)

jittrasponu, jimplimentaw u jġibu fis-seħħ id-

dispożizzjonijiet u r-rekwiżiti tas-CBD;

(e)

jirregolaw kull ma jkun inċidentali għal jew ikun

konness ma’ dak kollu msemmi f’dan l-artikolu hekk kif l-

awtorità kompetenti tista’ tqis li jkun xieraq fil-prestazzjoni tal-

funzjonijiet tagħha; u

(f)

jistipulaw rekwiżiti u kondizzjonijiet sabiex

ikunu jistgħu jiġu implimentati aħjar u għall-finijiet ta’ din it-

Taqsima u ta’ kwalunkwe regolamenti maħruġa taħtha.

(3)

Ir-Regoli dwar Bonds Koperti maħruġa skont dan l-artikolu

għandhom ikunu vinkolanti fuq istituzzjonijiet ta’ kreditu u fuq il-

persuni l-oħra kollha skont ma jista’ jiġi speċifikat fihom.

(1) Mingħajr preġudizzju għad-dispożizzjonijiet tat-

Taqsima III u għall-artikolu 54, ma għandhom jinħarġu l-ebda bonds

koperti f’Malta minn istituzzjoni ta’ kreditu kemm-il darba u sakemm

programm ta’ bonds koperti ma jkunx approvat mill-awtorità

kompetenti.

(2)

Meta ssir applikazzjoni għall-approvazzjoni ta’ programm

ta’ bonds koperti din għandu jkollha dik il-forma u jkollha magħha

dawk id-dokumenti u dak it-tagħrif u għandha tkun konformi ma’

dawk ir-rekwiżiti li jiġu speċifikati fir-Regoli dwar Bonds Koperti.

(3)

L-awtorità kompetenti ma għandhiex tapprova programm

ta’ bonds koperti kemm-il darba ma tkunx sodisfatta li –

(a)

l-istituzzjoni ta’ kreditu jkollha programm ta’

operazzjonijiet adegwat li jistabbilixxi kif ikun se jsir il-ħruġ ta’

bonds koperti;

(b)

l-istituzzjoni ta’ kreditu jkollha politiki, proċessi

u metodoloġiji adegwati li jkollhom l-għan li jħarsu lill-

investitur għall-approvazzjoni, fl-emenda, fit-tiġdid u fil-

finanzjament mill-gdid ta’ self inklużi fl-aggregazzjoni ta’

kopertura;

(ċ)

l-istituzzjoni ta’ kreditu jkollha ġestjoni u

persunal dedikati għall-programm ta’ bonds koperti u li dawn

ikollhom kwalifiki u għarfien xieraq f’dak li hu l-ħruġ ta’ bonds

koperti u l-amministrazzjoni tal-programm ta’ bonds koperti;

(d)

l-istabbiliment amministrattiv tal-aggregazzjoni

ta’ kopertura tal-istituzzjoni ta’ kreditu u l-monitoraġġ relattiv

ikunu konformi mar-rekwiżiti applikabbli stipulati f’dan l-Att u

fi kwalunkwe regolamenti u Regoli dwar Bonds Koperti

maħruġa taħtu;

(e)

l-istituzzjoni ta’ kreditu tkun tissodisfa r-rekwiżiti

ta’ dan l-Att, u kwalunkwe regolamenti u Regoli dwar Bonds

Koperti maħruġa taħtu; u

(f)

l-istituzzjoni ta’ kreditu tkun tissodisfa r-rekwiżiti

l-oħra kollha li jistgħu jiġu imposti mill-awtorità kompetenti.

(4)

Għall-finijiet tas-subregolament (3), istituzzjoni ta’ kreditu

għandha tipprovdi lill-awtorità kompetenti bit-tagħrif kollu meħtieġ

sabiex l-awtorità kompetenti tkun tista’ tissodisfa lilha nnifisha li l-

istituzzjoni ta’ kreditu tkun miexja b’mod konformi mar-rekwiżiti ta’

dan l-Att u ta’ kwalunkwe regolamenti u Regoli dwar Bonds Koperti

maħruġa taħtu.

(5)

Dak it-tagħrif li l-awtorità kompetenti tista’ teħtieġ f’dak li

għandu x’jaqsam ma’ applikazzjoni għandu jiġi provdut f ’dik il-

forma, u għandu jiġi verifikat b’dak il-mod, li tista’ tordna l-awtorità

kompetenti.

(6)

Meta tkun qiegħda tiddetermina applikazzjoni, l-awtorità

kompetenti tista’ tqis dak it-tagħrif kollu li hija tqis li jkun rilevanti

għall-applikazzjoni.

(7)

L-awtorità kompetenti għandha toħroġ u tippubblika Regoli

dwar Bonds Koperti skont ma jista’ jkun meħtieġ sabiex tkun tista’

timplimenta aħjar id-dispożizzjonijiet ta’ dan l-artikolu.

(1) Meta l-awtorità kompetenti jirriżultalha li

applikazzjoni għall-approvazzjoni ta’ programm ta’ bonds koperti ma

jkunx konformi mal-artikolu 31D(2) jew li l-programm ta’ bonds

koperti ma jkunx konformi ma’ livelli ta’ kompletezza,

komprensibbiltà u konsistenza meħtieġa sabiex din tiġi approvata jew

li jkunu meħtieġa xi bidliet fl-applikazzjoni jew fil-programm ta’

bonds koperti jew ikun meħtieġ xi tagħrif addizzjonali

(a)

hija għandha tgħarraf lill-applikant b’dak il-fatt; u

(b)

hija għandha tispeċifika b’mod ċar il-bidliet jew

it-tagħrif addizzjonali li jkunu meħtieġa.

(2)

Meta l-applikant ma jkunx jista’ jew ma jkunx irid jagħmel

il-bidliet meħtieġa jew jipprovdi t-tagħrif addizzjonali mitlub

f’konformità mas-subartikolu (1), l-awtorità kompetenti jkollha jedd

tirrifjuta l-approvazzjoni tal-applikazzjoni u tittermina l-proċess ta’

evalwazzjoni. F’każijiet bħal dawk, l-awtorità kompetenti għandha

tavża lill-applikant bid-deċiżjoni tagħha bil-miktub u tispeċifika r-

raġunijiet għal dik iċ-ċaħda.

(3)

Mingħajr preġudizzju għad-dispożizzjonijiet tas-subartikolu

(2), l-awtorità kompetenti għandha tiddeċiedi dwar applikazzjoni

għall-approvazzjoni ta’ programm ta’ bonds koperti billi taġixxi b’xi

mod wieħed jew aktar minn dawn li ġejjin

(a)

billi

tingħata

approvazzjoni

mingħajr

kondizzjonijiet;

(b)

billi tingħata approvazzjoni bla ħsara għal dawk

il-kondizzjonijiet li tista’ tqis li jkunu xierqa;

(ċ)

billi tiċħad milli tagħti approvazzjoni

Iżda l-awtorità kompetenti tista’, fi kwalunkwe żmien,

tibdel jew tirrevoka xi kondizzjoni waħda jew aktar li jkunu ġew

imposti skont il-paragrafu (b).

(4)

Jekk l-awtorità kompetenti tiddeċiedi li tapprova programm

ta’ bonds koperti, hija għandha tagħti avviż bil-miktub lill-applikant

skont dan.

(5)

Jekk l-awtorità kompetenti tiddeċiedi li tiċħad programm ta’

bonds koperti, hija għandha tagħti avviż bil-miktub lill-applikant tad-

deċiżjoni tagħha li fih tiddikjara x’ikunu r-raġunijiet għaċ-ċaħda

tagħha.

Istituzzjoni ta’ kreditu għandha tipprovdi lill-awtorità

kompetenti bid-dettalji ta’ bidliet fit-tagħrif provdut taħt dan l-Att jew

fi kwalunkwe regolamenti jew Regoli maħruġa taħtu malli dik l-

istituzzjoni ta’ kreditu ssir taf b’bidliet bħal dawk.

Istituzzjonijiet ta’ kreditu li joħorġu bonds koperti

għandhom jirreġistraw it-tranżazzjonijiet kollha tagħhom relatati mal-

programm ta’ bonds koperti u għandu jkollhom fis-seħħ sistemi ta’

dokumentazzjoni u ta’ proċessi adegwati u xierqa.

(1) Il-Ministru, li jaġixxi bil-parir tal-awtorità

kom pe tent i, ji sta’ jag ħm el rego lam ent i l i ja għt u effet t l id -

dispożizzjonijiet ta’ dan l-Att, u mingħajr preġudizzju għall-ġeneralità

ta’ dak hawn qabel imsemmi jista’, b’tali regolamenti b’mod

partikolari, jagħmel xi waħda jew aktar minn dawn li ġejjin

(a)

jirregola bonds koperti u l-ħruġ tagħhom, inkluż

fil-każ tal-insolvenza jew ir-riżoluzzjoni ta’ istituzzjoni ta’

kreditu li toħroġ bonds koperti; u jistabbilixxi u jipprovdi dwar

il-karatteristiċi strutturali ta’ bonds koperti, inklużi rekwiżiti

għal assi ta’ kopertura, assi kollaterali u assi oħra li jassiguraw

bonds koperti kif ukoll il-metodoloġija u l-proċess għall-

valutazzjoni tagħhom; ir-rekwiżiti għal aggregazzjoni ta’

kopertura, għall-kompożizzjoni tagħha u għad-diversifikazzjoni

tar-riskju fiha; ir-rekwiżiti għas-segregazzjoni ta’ assi ta’

kopertura inkluża s-segregazzjoni tagħhom fil-każ tal-

insolvenza jew tar-riżoluzzjoni ta’ istituzzjoni ta’ kreditu li

toħroġ bonds koperti;

ir-rekwiżiti dwar it-tagħrif li għandu jiġi provdut lill-investituri

inkluż dak dwar il-frekwenza u l-pubblikazzjoni relattiva; ir-

rekwiżit ta’ koperturi inklużi dawk dwar il-valutazzjoni ta’

kuntratti ta’ derivattivi u dwar l-imgħax kollu li jitħallas fir-

rigward ta’ bonds koperti pendenti u mgħax riċevibbli fir-

rigward ta’ assi ta’ kopertura; u r-rekwiżiti għal riżerva ta’

likwidità;

(b)

jirregola

l-abbozzar,

l-approvazzjoni,

il-

pubblikazzjoni u d-distribuzzjoni f’Malta ta’ programmi ta’

bonds koperti, inklużi dawk relatati ma’ bonds koperti maħruġa

minn istituzzjonijiet ta’ kreditu awtorizzati f’xi pajjiż barra

minn Malta u f’każ bħal dak, tipprovdi dwar l-approvazzjoni ta’

programmi ta’ bonds koperti bħal dawk filwaqt li jitqiesu l-

impenji internazzjonali ta’ Malta;

(ċ)

jipprovdi dwar ir-rappurtar ta’ rekwiżiti u l-forma

u l-frekwenza relattiva, fil-każ ukoll tal-insolvenza jew ta’

riżoluzzjoni ta’ istituzzjoni ta’ kreditu li toħroġ bonds koperti, u

dwar ir-rekwiżiti u kondizzjonijiet oħra li istituzzjoni ta’

kreditu li toħroġ bonds koperti għandha tissodisfa matul żmien

kontinwu u kostanti u jistabbilixxi ċ-ċirkostanzi u l-mod kif ir-

rekwiżiti u l-kondizzjonijiet jistgħu jvarjaw, jiġu sospiżi jew

revokati;

(d)

jipprovdi dwar kif l-awtorità kompetenti teżerċita

s-setgħat tagħha fuq istituzzjonijiet ta’ kreditu u fuq oħrajn

skont ma jista’ jiġi speċifikat fihom;

(e)

jipprovdi sabiex jiġu stabbiliti u imposti

penalitajiet amministrattivi jew miżuri amministrattivi oħra

għal kwalunkwe ksur ta’ dan l-Att jew tar-regolamenti jew

Regoli dwar Bonds Koperti maħruġa taħtu, u dwar appelli

relattivi li jsiru fit-Tribunal dwar Servizzi Finanzjarji, kif ukoll

biex jiġu stabbiliti u imposti multi u penalitajiet oħra;

(f)

jipprovdi sabiex jiġu stabbiliti u imposti multi,

pieni oħra u żmien ta’ priġunerija għal kontravvenzjonijiet, jew

nuqqas ta’ tħaris, ta’ dan l-Att jew ta’ xi regolamenti jew Regoli

dwar Bonds Koperti maħruġa taħtu, u għal appelli relattivi;

(g)

jipprovdi dwar dak kollu li l-Ministru jista’ jqis li

jkun spedjenti, anke l-ħolqien u l-eżerċizzju ta’ drittijiet minn

jew għall-benefiċċju tal-pubbliku, l-impożizzjoni ta’ dmirijiet u

obbligazzjonijiet fuq istituzzjonijiet ta’ kreditu li joħorġu bonds

koperti jew fuq persuni responsabbli għall-ġestjoni jew

amministrazzjoni tagħhom u r-regolament ta’ drittijiet u, jew

ħlasijiet oħra imposti direttament jew indirettament fuq l-

investituri;

(h)

jipprovdi dwar iż-żamma ta’ reġistri u r-rekwiżiti

ta’ żvelar;

(i)

jirregola l-promozzjoni jew bejgħ ta’ bonds

koperti;

(j)

jipprovdi dwar u jirregola l-ħlas minn istituzzjoni

ta’ kreditu li toħroġ bonds koperti jew minn xi persuna oħra, kif

jista’ jkun il-każ, ta’ drittijiet dwar l-applikazzjoni, l-

approvazzjoni jew drittijiet oħra, u dawk il-ħlasijiet oħra li

jitħallsu lill-awtorità kompetenti fir-rigward ta’ kull materja li

jista’ jiġi provdut dwarha, minn jew taħt dan l-Att jew xi

regolamenti magħmula taħt dan l-artikolu, hekk kif jista’ jiġi

stipulat;

(k)

jeżenta bonds koperti jew xi kategoriji tagħhom

jew xi bonds koperti maħruġa qabel it-8 ta’ Lulju 2022 li jkunu

konformi mar-rekwiżiti stipulati fl-Artikolu 52(4) tad-Direttiva

2009/65/KE, kif applikabbli fid-data tal-ħruġ tagħhom, minn xi

dispożizzjoni waħda jew aktar ta’ dan l-Att jew minn

regolamenti magħmula taħt dan l-artikolu bla ħsara għal dawk

il-varjazzjonijiet, addizzjonijiet, adattamenti u modifiki hekk

kif jista’ jiġi stipulat u bla ħsara għal dawk il-kondizzjonijiet

jew rekwiżiti oħra, inklużi forom oħra ta’ awtorizzazzjoni u

proċeduri ta’ komunikazzjoni, hekk kif jista’ jiġi stipulat;

(l)

jittrasponi, jimplimenta u jagħti effett lid-

dispożizzjonijiet u r-rekwiżiti tas-CBD u ta’ Direttivi oħra,

regolamenti jew miżuri leġiżlattivi oħra tal-Unjoni Ewropea li

jkunu jeħtieġu li jiġu trasposti u, jew implimentati, kif jistgħu

jkunu emendati minn żmien għal żmien, inklużi dawk il-miżuri

ta’ implimentazzjoni li jkunu ġew jew li jistgħu jiġu maħruġa

taħthom; ir-regolamenti magħmula taħt dan il-paragrafu, u li

huma

strettament

relatati

mat-traspożizzjoni

jew

implimentazzjoni kif imsemmi hawn qabel, jistgħu jkunu

jipprovdu li d-dispożizzjonijiet ta’ dan l-Att jew ta’ xi liġi oħra

ma jkunux japplikaw għal materji li jinkwadraw taħt ir-

regolamenti, u li fil-każ li xi dispożizzjonijiet tar-regolamenti

jkunu inkonsistenti mad-dispożizzjonijiet ta’ dan l-Att jew ta’

xi liġi oħra, għandhom jipprevalu tali dispożizzjonijiet f’dawk

ir-regolamenti;

(m)

jistipula kwalunkwe materja li għandha tiġi

stipulata jew li tista’ tiġi stipulata;

(n)

jipprovdi dwar materji li jkunu inċidentali ma’

jew konnessi mal-materji msemmija fil-paragrafi (a) sa (m).

(2)

Ir-regolamenti magħmula taħt dan l-artikolu jistgħu jsiru bla

ħsara għal dawk l-eżenzjonijiet jew kondizzjonijiet skont ma jista’ jiġi

speċifikat fihom, jistgħu jagħmlu dispożizzjonijiet differenti għal

każijiet, ċirkostanzi jew finijiet differenti u jistgħu jagħtu lill-awtorità

kompetenti dawk is-setgħat ta’ adattament tar-regolamenti kif jista’

wkoll jiġi hekk speċifikat.

(3)

Ir-regolamenti magħmula taħt dan l-artikolu jistgħu

jimponu

(a)

penalitajiet amministrattivi ta’ mhux iżjed minn

mija u ħamsin elf euro (€150,000) għal kull ksur jew nuqqas ta’

tħaris, kif jista’ jkun il-każ;

(b)

pieni jew penalitajiet oħra fir-rigward ta’ xi

kontravvenzjoni jew nuqqas ta’ tħaris ta’ mhux iżjed minn

multa ta’ erba’ mija u sitta u sittin elf euro (€466,000) jew

priġunerija għal żmien mhux iżjed minn erba’ snin, jew dik il-

multa u priġunerija flimkien;

(ċ)

penalitajiet amministrattivi ogħla minn mija u

ħamsin elf euro (€150,000), u multi ogħla minn erba’ mija u

sitta u sittin elf euro (€466,000), meta dawn jitqiesu li jkunu

meħtieġa jew xierqa għal xi kontravvenzjoni jew nuqqas ta’

konformità ma’ xi Direttiva tal-UE jew Regolament tal-UE jew

regolamenti magħmula taħt dan l-artikolu sabiex jittrasponu

jew jagħtu effett lil xi Direttiva tal-UE jew Regolament tal-UE;

(d)

penalitajiet amministrattivi fil-forma ta’ penali

fissi, penali għal kull ġurnata, jew it-tnejn flimkien.

(4)

Ir-regolamenti magħmula taħt dan l-artikolu jistgħu

jistipulaw penalitajiet amministrattivi u multi kif provdut fis-

subartikolu (3)(ċ), għal ksur ta’ xi dispożizzjoni tal-Att jew ta’

regolamenti maħruġa taħt dan l-artikolu jew għal ksur ta’ Regoli dwar

Bonds Koperti, li jittrasponu u, jew jimplimentaw Direttiva tal-UE jew

Regolament tal-UE.

(5)

Meta jkunu nħarġu regolamenti skont dan l-artikolu, l-

awtorità kompetenti tista’ toħroġ Regoli dwar Bonds Koperti għat-

twettiq aħjar, u sabiex timplimenta aħjar, id-dispożizzjonijiet tar-

regolamenti.

(1)

L-investituri f’bond kopert u kontropartijiet ta’

kuntratti ta’ derivattivi li jkunu konformi mar-regolament 8 tal-

Financial Markets Act (Covered Bonds) Regulations għandhom ikunu

intitolati għal dan li ġej

(a)

pretensjoni kontra l-istituzzjoni ta’ kreditu li

toħroġ il-bonds koperti;

(b)

fil-każ tal-insolvenza jew tar-riżoluzzjoni tal-

istituzzjoni ta’ kreditu li toħroġ il-bonds koperti, pretensjoni

privileġġata kontra l-kapital u kwalunkwe mgħax akkumulat u

futur fuq l-assi ta’ kopertura;

(ċ)

fil-każ tal-insolvenza tal-istituzzjoni ta’ kreditu li

toħroġ il-bonds koperti u fil-każ li l-pretensjoni privileġġata

msemmija fil-paragrafu (b) ma jkunux jistgħu jiġu sodisfatti fl-

intier tagħhom, pretensjoni kontra l-patrimonju ta’ insolvenza

ta’ dik l-istituzzjoni ta’ kreditu, li tkun tiggradwa pari passu

mal-pretensjonijiet tal-kredituri mhux garantiti ordinarji tal-

istituzzjoni ta’ kreditu determinati f’konformità mal-liġijiet

applikabbli li jkunu fis-seħħ f’Malta f’dak il-waqt li jirregolaw

il-gradwazzjoni fil-proċeduri ta’ insolvenza normali

Iżda l-pretensjonijiet imsemmija f’dan is-subartikolu

għandhom ikunu limitati għall-obbligazzjonijiet ta’ ħlas intier marbuta

mal-bonds koperti.

(2)

L-istituzzjonijiet ta’ kreditu li joħorġu bonds koperti

għandhom jiżguraw li investituri f’bond kopert u kontropartijiet ta’

kuntratti ta’ derivattivi li jkunu konformi mar-regolament 8 tal-

Financial Markets Act (Covered Bonds) Regulations, huma intitolati

għall-pretensjonijiet imsemmija fis-subartikolu (1), bla ħsara għall-

kondizzjonijiet stipulati fir-regolament 68(7) tar-Regolamenti dwar

Rkupru u Riżoluzzjoni.

(3)

Mingħajr preġudizzju għas-subartikolu (4), il-Ministru, li

jaġixxi fuq il-parir tal-awtorità kompetenti, jista’ jagħmel, jemenda

jew jirrevoka regolamenti sabiex jagħtu effett lid-dispożizzjonijiet tas-

subartikoli (1) u (2).

(4)

L-awtorità kompetenti tista’ toħroġ Regoli dwar Bonds

Koperti sabiex jiġu implimentati aħjar id-dispożizzjonijiet tas-

subartikoli (1) u (2).

SWIEQ FINANZJARJI

TAQSIMA V

Setgħat Regolatorji u ta’ Sorveljanza

(1) L-awtorità kompetenti tista’, b’avviż bil-miktub,

teħtieġ -

(i)

lil kull suq regolat jew depożitarju ċentrali tat-

titoli;

(ii) lil kull persuna li jkollha jew kellha liċenza taħt

l-Att dwar Servizzi ta’ Investiment, jew li tidher

li tkun jew li kienet qed taġixxi bħala detentur

ta’ liċenza taħt dak l-Att;

(iii) lil kull persuna li hi jew kienet uffiċjal, impjegat

jew aġent ta’ suq regolat jew depożitarju ċentrali

tat-Titoli, jew lil xi persuna oħra li hi jew kienet

involuta fl-operat ta’ suq regolat jew depożitarju

ċentrali tat-titoli;

(iv) lil kull persuna li tkun jew li kienet tmexxi, jew

li tidher li tkun jew li kienet tmexxi xi attività

dwar strumenti finanzjarji kwotati;

(v) lil kull awditur ta’ post tan-negozju jew provditur

ta’ servizzi ta’ rappurtaġġ tad-data li jidher li

jkollu fil-pussess tiegħu informazzjoni relevanti;

(va) lil kull provditur ta’ servizzi ta’ rappurtaġġ tad-

data;

(vb) kwalunkwe sponsor jew kwalunkwe persuna li

tkun jew kienet uffiċjal, impjegat jew aġent ta’ dak

l-isponsor;

(vi) lil kull emittent, offerent jew persuna li jkunu

qegħdin jitolbu li jiġu ammessi fl-elenku u, jew

negozjar f’suq regolat, u kull persuna li

tikkontrollahom jew tkun kontrollata minnhom;

(via) lil kull istituzzjoni ta’ kreditu li toħroġ bonds

koperti, li jkollha liċenzja skont l-Att dwar il-

Kummerċ Bankarju, jew lil xi persuna li jkun jew

kien uffiċjal, impjegat jew aġent ta’ tali istituzzjoni

ta’ kreditu jew lil kull persuna li tikkontrolla tali

istituzzjoni ta’ kreditu; u, jew

(vii) lil kull persuna oħra li apparentement ikollha

pussess ta’ informazzjoni rilevanti,

li tagħmel dak kollu li ġej jew xi ħaġa minnu

(a) li tagħti lill-awtorità kompetenti, f’dak iż-żmien u post

u f’dik il-forma li tista’ tispeċifika, dik l-

informazzjoni u dokumentazzjoni li tista’ teħtieġ,

inkluża s-setgħa li teħtieġ records tat-telefon eżistenti

u tat-traffiku ta’ data eżistenti;

(b) li tagħti lill-awtorità kompetenti kull informazzjoni

jew dokumentazzjoni li tista’ teħtieġ biex tivverifika

kull ħaġa kif tista’ tispeċifika;

(ċ) biex tidher quddiem l-awtorità kompetenti, jew

quddiem persuna maħtura minnha, f’dak il-ħin u f’dak

il-post li tista’ tispeċifika, biex twieġeb għal

mistoqsijiet u tipprovdi dik l-informazzjoni u

dokumentazzjoni li tista’ teħtieġ;

(d) li tagħti lill-awtorità kompetenti kull għajnuna li tista’

teħtieġ u li dik il-persuna tista’ b’mod reġonevoli

tagħti.

(2) Bla ħsara għal kull ħaġa li l-awtorità kompetenti tista’

teħtieġ taħt is-subartikolu (1), l-informazzjoni kollha dwar

s t r u m e n t i f i n a n z j a r j i e l e n k a t i m i ż m u m a f i r- R e ġ i s t r u t a d -

Depożitarju Ċentrali tat-Titoli għandha tkun aċċessibbli għall-

awtorità kompetenti b’mod liberu.

(3) L-awtorità kompetenti tista’ tagħmel kopji ta’ kull

dokumenti mogħtija, provduti jew li għandha aċċess għalihom taħt

dan l-artikolu.

(1) L-awtorità kompetenti tista’, kull meta jidhrilha

meħtieġ jew spedjenti, taħtar spettur jew spetturi biex jinvestigaw u

jirrapportaw fuq l-affarijiet ta’ kull persuna msemmija fl-artikolu

32(1)(i) sa (vii).

(2)

Spettur maħtur taħt is-subartikolu (1) -

(a) jista’, jekk jidhirlu meħtieġ jew spedjenti għall-finijiet

ta’ investigazzjoni, jinvestiga l-affarijiet ta’ kull

persuna msemmija fis-subartikolu (1);

(b) ikollu u jista’ jeżerċita s-setgħa kollha mogħtija lill-

awtorità kompetenti bl-artikolu 32, u kull ħtieġa

magħmula minnu għandha titqies li tkun u jkollha l-

istess forza u effett bħal ħtieġa tal-awtorità

kompetenti;

(ċ) jista’, u jekk ordnat mill-awtorità kompetenti għandu

jagħmel rapport interim u mal-konklużjoni tal-

investigazzjoni tiegħu jagħmel rapport finali lill-

awtorità kompetenti.

(3) Fil-ħatra ta’ spettur jew spetturi taħt is-subartikolu (1) l-

awtorità kompetenti tista’ tordna li l-investigazzjoni titmexxa f’dak

iż-żmien u li tkun limitata għal dawk il-ħwejjeġ speċifiċi jew

ġenerali li l-awtorità kompetenti jidhrilha xierqa.

(4) Għall-finijiet ta’ dan l-artikolu l-ispetturi jistgħu jinkludu

avukat, persuna awtorizzata li teżerita l-professjoni ta’ accountant

jew awditur skont l-Att dwar il-Professjoni tal-Accountancy, jew

persuna li tkun ikkunsidrata mill-awtorità kompetenti bħala li

għandha maestrija adatta biex tkun tista’ teżerċita dik il-funzjoni.

(5) L-awtorità kompetenti għandu jkollha s-setgħa li tordna li l-

i s p e j j e ż k o ll h a d w a r, j e w i n ċ id e n t a l i g ħ a l , i n v e s t i g a z z j o n i

konformement ma’ dan l-artikolu titħallas mill-persuni kkonċernati.

(1) Kull uffiċjal, impjegat jew aġent tal-awtorità

kompetenti, mal-produzzjoni, jekk mitlub, tal-prova tal-awtorità

tiegħu, jista’ jidħol f ’post okkupat minn persuna li lilha jkun ġie

notifikat avviż taħt l-artikolu 32 jew li l-affarijiet tagħha jkunu qed

jiġu investigati taħt l-artikolu 33, sabiex minn hemm jikseb l-

i n f o r m a z z j o n i j ew d o k u m e n t i m e ħ t i e ġ a b ’ d a k l - a v v i ż , j e w

xort’oħra għall-fini tal-investigazzjoni, u sabiex jeżerċita kull

waħda mis-setgħat mogħtija bl-imsemmija artikoli.

(2) Meta uffiċjal, impjegat jew aġent tal-awtorità kompetenti

jkollu raġuni jemmen li jekk l-avviż imsemmi fis-subartikolu (1)

kien ikun notifikat ma kienx jiġi mħares jew li xi dokumenti li

għalihom jista’ jirrelata jitneħħew, ikunu mbagħbsa jew distrutti,

dak l-uffiċjal, impjegat jew aġent jista’, mal-produzzjoni, jekk

mitlub, tal-prova tal-awtorità tiegħu, jidħol f ’kull post imsemmi

fis-subartikolu (1) sabiex minn hemm jikseb kull informazzjoni jew

dokumenti speċifikati fl-awtorità, liema informazzjoni jew

dokumenti setgħu kienu meħtieġa b’dak l-avviż kif imsemmi fis-

subartikolu (1).

(3) Għall-finijiet ta’ kull azzjoni meħuda taħt id-

dispożizzjonijiet ta’ dan l-artikolu, l-awtorità kompetenti tista’

titlob l-għajnuna tal-Kummissarju tal-Pulizija, li jista’ għal dan l-

għan jeżerċita dawk is-setgħat li huma vestiti fih bil-liġi.

Kull deċiżjoni li tittieħed taħt dan l-Att mill-awtorità

kompetenti skont dispożizzjonijiet ta’ dan l-Att jew ta’ kwalunkwe

regolamenti jew Regoli tas-Swieq Kapitali maħruġa taħthom jew

Regoli dwar is-Swieq Finanzjarji, Regoli tas-Swieq Kapitali jew

Regoli dwar Bonds Koperti maħruġa taħthom, għandhom jiddikjaraw

xi jkunu l-motivi għal dik id-deċiżjoni.

23. (Deleted by: XLVI.2021.38).

PART IV

CENTRAL SECURITIES DEPOSITORY

24. (1) No person shall establish and operate a central securities

depository in Malta or shall provide, or hold itself out to be or

provide, the service of a central securities depository in or from

Malta unless such person is in possession of a written authorisation

issued by the competent authority under this Part, in terms of the

CSDR

Provided that a CSD authorised in Malta and wishing to

provide the services referred to in points 1 and 2 of Section A of the

Annex to the CSDR, within the territory of a Member State or an

EEA State, may do so in accordance with Article 23 of the CSDR

Provided further that a CSD, authorised in a Member State

or an EEA State and wishing to provide the services referred to in

points 1 and 2 of Section A of the Annex to the CSDR, within the

territory of Malta, may do so in accordance with Article 23 of the

CSDR

Provided further that a third-country CSD may provide

services referred to in the Annex to the CSDR within the territory of

Malta, in accordance with Article 25 of the CSDR.

(2) Any legal person may apply in writing to the competent

authority for an authorisation under this Part in terms of the CSDR,

authorizing it to act as a central securities depository for the

purposes of this Act.

(3) Authorisation to act as a central securities depository may

be granted only where the competent authority is satisfied that the

applicant complies and will be in a position to comply with the

applicable requirements laid down under the CSDR and with the

applicable requirements laid down in this Act and regulations and

Financial Market Rules issued hereunder.

(4) Nothing in this Act or in any regulation made hereunder

shall be construed as enabling or empowering a central securities

depository to perform a function or activity which requires an

approval or authorisation in terms of the Central Bank of Malta Act

or any other law.

24A. The Malta Financial Services Authority established by the

Malta Financial Services Authority Act shall be the designated

competent authority in Malta for the purposes of implementing the

relevant provisions of the CSDR, and any reference to the competent

authority shall be read and construed accordingly.

25. (1) In determining an application the competent authority

shall have regard to such information and other factors as it may

consider relevant or material to the application.

(2) The competent authority may, upon receipt of an

application duly made in accordance with this Part, in terms of the

CSDR, grant or refuse to grant an authorisation. Where the

competent authority issues an authorisation, the central securities

depository shall be responsible for ensuring that the provisions of

the CSDR as well as the provisions of the Act, regulations made

thereunder and Financial Market Rules issued by the competent

authority, which are applicable to central securities depositories are

complied with.

(3) An authorisation shall state the date on which it shall take

effect.

(4) Where the competent authority refuses an application for an

authorisation it shall give the applicant a notice to that effect

stating the reasons for the refusal.

(5)

(Deleted by Act XXXI. 2017.28.)

(6) An authorisation may, in accordance with such regulations

as may be prescribed, be varied, suspended or revoked by the

competent authority.

(7) An authorisation issued to a central securities depository

under this article shall identify the financial instruments,

designated or otherwise, which the central securities depository

would be authorised to provide services to and shall further identify

the functions it is authorised to carry out.

26. Without prejudice to any other power or function conferred on

it by law or regulation, the functions of a central securities depository

shall include the services listed in the Annex to the CSDR.

116.

27. (1) An authorisation may be revoked by an order issued in

writing by the competent authority at the request, or with the

consent, of the central securities depository or otherwise as

provided in this Act.

(2) An authorisation may be revoked by an order issued in

writing without the consent of a central securities depository, if it

appears to the competent authority that the central securities

depository

(a) is failing, or has failed, to satisfy the requirements for

authorisation under the CSDR or under this Act,

regulations or Financial Market Rules made

hereunder; or

(b) is failing or has failed, to comply with any other

obligation imposed on it by or under the CSDR or this

Act, regulations or Financial Market Rules made

hereunder or has seriously or systematically infringed the

requirements laid down in the CSDR or, where

applicable, in MiFID or MiFIR; or

(c) does not make use of the authorisation during twelve

months, expressly renounces the authorisation or has

provided no services or performed no activity during the

preceding six months; or

(d) has obtained the authorisation by making false

statements or by any other unlawful means; or

(e) no longer meets the conditions under which

authorisation was granted and has not taken remedial

actions requested by the competent authority within a set

time frame.

(3) An order under sub-articles (1) and (2) revoking an

authorisation hereinafter referred to as a "revocation order" shall

specify the date on which it is to take effect.

(4) A revocation order may contain such transitional provisions

and other terms and conditions as the competent authority may

consider necessary or expedient.

(5)

(Deleted by Act XXXI. 2017.30.).

27A (Deleted by: XLVI.2021.39).

28. (Deleted by Act XXXI. 2017.32.)

118.

29. The provisions of articles 4B, 6 and 9 of Part II of this Act

shall apply mutatis mutandis to central securities depositories.

119.

30. (1) The Minister, acting on the advice of the competent

authority, may make regulations setting out

(a) the requirements and conditions which must be

satisfied by a person if it is to provide the services of a

120. central securities depository in respect of which the

competent authority may issue an ‘authorisation’

under this Act;

(b) the requirements which a central securities depository

must continue to satisfy if it is to remain authorised,

including the amount of fees to be payable to the

competent authority;

(c) the circumstances and the manner in which an

authorisation or the requirements and conditions to

which it is subject may be varied, suspended or

revoked;

(d) requirements for the authorisation, operation,

functions, regulation and supervision of a central

securities depository;

(e) requirements for the creation, holding or evidencing of

title to and rights in respect of Financial Instruments in

a dematerialised form or represented in book-entry form

as immobilisation;

(f)

arrangements for the investigation of complaints and

or grievances about central securities depositories and

remedies in respect thereof;

(g) arrangements for the ascertainment of compliance by

central securities depositories and the scrutiny of rules

and requirements of central securities depositories;

(h) exemptions from the requirement for an authorisation

or from any provision of this Act which may be

subject to such variations, additions, adaptations and

modifications as may be prescribed and which may be

subject to such conditions or other requirements,

including other forms of authorisation and notification

procedures;

(i)

(Deleted by Act XXXI. 2017.33.).

(j)

prescribing anything that is incidental to or connected

with any of the above matters.

(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 categories or classes of

financial instruments and for different circumstances or purposes.

(3) Regulations made under this article may impose administrative

penalties and fines higher than one hundred and fifty thousand euro

(€150,000), where deemed necessary or appropriate for any

contravention of or failure of compliance with any EU Directive or EU

Regulation or of any regulations made under this article to transpose or

to give effect to any EU Directive or EU Regulation.

31. The competent authority may from time to time issue

Financial Market Rules which shall be binding on central securities

depositories and on others as may be specified, and such Rules may

be issued in respect of any matter raised in this Part, including

121. Rules for the better regulation of and for securing compliance by

c e n t r a l s e c u r i t i e s d e p o s i t o r i e s a n d t h e i r o ff i c i a l s w i t h t h e

requirements and obligations arising under this Act or regulations

made thereunder.

31A. This Part shall be read and construed in accordance with the

CSDR and, insofar as the provisions of this Part of this Act and any

rules made thereunder are inconsistent with the provisions of the

CSDR, the provisions of the CSDR shall prevail and the provisions of

this Part of this Act and any rules made thereunder shall not apply to

the extent of the inconsistency.

PART IV bis

COVERED BONDS

31B. (1) Without prejudice to any other power or function

conferred to it by this Act or any other law, it shall also be the function

of the competent authority to act as the designated competent authority

in Malta for the purposes of implementing the provisions of the CBD

and to carry out covered bond public supervision.

(2)

The competent authority shall monitor the issue of covered

bonds to assess and ensure compliance with the requirements laid

down in this Part and any regulations and Covered Bonds Rules issued

thereunder.

(3)

Without prejudice to the generality of sub-articles (1) and

(2) and to any other power or function conferred on the competent

authority by this Act or any other law, the powers of the competent

authority shall include the power to

(a)

grant or refuse approval for covered bond

programmes pursuant to articles 31D and 31E;

(b)

assess compliance with the requirements laid

down in this Part and any regulations and Covered Bonds Rules

issued thereunder;

(c)

regularly review covered bond programmes in

order to assess compliance with the provisions of this Part and

any regulations and Covered Bonds Rules issued thereunder;

(d)

issue Covered Bonds Rules in order to better

implement and carry out the provisions of this Act and, or of

any regulations issued thereunder and, or in furtherance of its

responsibility under any provisions of the CBD, which rules

shall be binding on credit institutions and any other persons as

may be specified therein;

(e)

investigate possible breaches of the requirements

of this Part or any regulations or Covered Bonds Rules issued

thereunder;

(f)

carry out on-site and off-site inspections;

(g)

impose administrative penalties and other

administrative measures in accordance with article 39CA; and

(h)

adopt and implement supervisory guidelines

relating to the issue of covered bonds.

(4)

The competent authority shall inform the European

Commission and the EBA of its functions and duties pursuant to sub-

article (1).

(5)

The competent authority shall have the expertise, resources,

operational capacity, powers and independence necessary to carry out

the functions relating to covered bond public supervision.

31C. (1) The competent authority may, from time to time,

issue and publish Covered Bonds Rules as may be required for

carrying into effect any of the provisions of this Act or any regulations

made thereunder, and to transpose, implement and give effect to the

provisions and requirements of the CBD.

(2)

Without prejudice to the generality of sub-article (1),

Covered Bonds Rules issued by the competent authority may

(a)

lay down additional requirements and conditions

in relation to credit institutions seeking approval for a covered

bond programme, credit institutions having issued covered

bonds, 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)

lay down 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 CBD;

(e)

regulate any matter that is incidental to or

connected with any of the matters mentioned in this article as

the competent authority may consider appropriate in the

performance of its functions; and

(f)

lay down requirements and conditions for the

better implementation and purposes of this Part and of any

regulations issued thereunder.

(3)

Covered Bonds Rules issued in terms of this article shall be

binding on credit institutions and on any other persons as may be

specified therein.

31D. (1) Without prejudice to the provisions of Part III and to

article 54, no covered bonds shall be issued in Malta by a credit

institution unless and until a covered bond programme is approved by

the competent authority.

(2)

An application for the approval of a covered bond

programme shall be in such form and accompanied by such documents

and information and shall conform with such requirements as shall be

specified in Covered Bonds Rules.

(3)

The competent authority shall not approve a covered bond

programme unless it is satisfied that –

(a)

the credit institution has an adequate programme

of operations setting out the issue of covered bonds;

(b)

the credit institution has adequate policies,

processes and methodologies aimed at investor protection for

the approval, amendment, renewal and refinancing of loans

included in the cover pool;

(c)

the credit institution has management and staff

dedicated to the covered bond programme which have adequate

qualifications and knowledge regarding the issue of covered

bonds and the administration of the covered bond programme;

(d)

the administrative set-up of the credit institution’s

cover pool and the monitoring thereof meets the applicable

requirements laid down in this Act and any regulations and

Covered Bonds Rules issued thereunder;

(e)

the credit institution satisfies the requirements of

this Act, and any regulations and Covered Bonds Rules issued

thereunder; and

(f)

the credit institution satisfies any other

requirements that may be imposed by the competent authority.

(4)

For the purposes of sub-regulation (3), a credit institution

shall provide the competent authority with all the information

necessary to enable the competent authority to satisfy itself of the

credit institution’s compliance with the requirements of this Act and

any regulations and Covered Bonds Rules issued thereunder.

(5)

Information which the competent authority may require in

connection with an application shall be provided in such form, and

shall be verified in such manner, as the competent authority may

direct.

(6)

In determining an application, the competent authority may

consider any information which it deems relevant to the application.

(7)

The competent authority shall issue and publish Covered

Bonds Rules as may be required in order to better implement the

provisions of this article.

31E. (1)

Where the competent authority finds that an

application for the approval of a covered bond programme does not

comply with article 31D(2) or that the covered bond programme does

not meet the standards of completeness, comprehensibility and

consistency necessary for its approval or that changes to the

application or the covered bond programme are required or additional

information is required

(a)

it shall inform the applicant of that fact; and

(b)

it shall clearly specify the changes or additional

information that are necessary.

(2)

Where the applicant is unable or unwilling to make the

necessary changes or to provide the additional information requested

in accordance with sub-article (1), the competent authority shall be

entitled to refuse the approval of the application and terminate the

review process. In such cases, the competent authority shall notify the

applicant of its decision in writing and specify the reasons for such

refusal.

(3)

Without prejudice to the provisions of sub-article (2), the

competent authority shall determine an application for the approval of

a covered bond programme by acting in any of the following ways

(a)

granting an approval without conditions;

(b)

granting an approval subject to such conditions as

it may deem appropriate;

(c)

refusing to grant an approval

Provided that the competent authority may, at any time, vary

or revoke any condition imposed in terms of paragraph (b).

(4)

If the competent authority decides to approve a covered

bond programme, it shall give the applicant written notice accordingly.

(5)

If the competent authority decides to refuse a covered bond

programme, it must give the applicant notice of its decision in writing

stating the reasons for its refusal.

31F. A credit institution shall provide the competent authority

with details of any changes in the information provided under this Act

or any regulations or Rules issued thereunder as soon as such credit

institution becomes aware of such changes.

31G. Credit institutions issuing covered bonds shall register all

their transactions in relation to the covered bond programme and shall

have in place adequate and appropriate documentation systems and

processes.

31H. (1)

The Minister, acting on the advice of the competent

authority, may make regulations to give effect to the provisions of this

Act, and without prejudice to the generality of the foregoing may, by

such regulations, in particular, do any of the following

(a)

regulate covered bonds and the issuance thereof,

including in the case of the insolvency or resolution of a credit

institution issuing covered bonds; and establish and provide for

the structural features of covered bonds, including requirements

for cover assets, collateral assets and other assets securing

covered bonds as well as the methodology and process for the

valuation thereof; requirements for a cover pool, its

composition and for risk diversification therein; requirements

for the segregation of cover assets including the segregation

thereof in the case of the insolvency or resolution of a credit

institution issuing covered bonds; requirements on the

information to be provided to investors including on the

frequency and publication thereof; coverage requirements

including on the valuation of derivative contracts and on any

interest payable in respect of outstanding covered bonds and

interest receivable in respect of cover assets; and requirements

for a liquidity buffer;

(b)

regulate the drawing-up, approval, publication

and distribution in Malta of covered bond programmes,

including those relating to covered bonds issued by credit

institutions authorised in a country outside Malta and in such

case, make provision for the approval of such covered bond

programmes taking into account Malta’s international

commitments;

(c)

provide for reporting requirements and the form

and frequency thereof, including in the event of the insolvency

or resolution of a credit institution issuing covered bonds, and

for other requirements and conditions which a credit institution

issuing covered bonds must satisfy on a continuing and ongoing

basis and establish the circumstances and the manner in which

requirements and conditions may be varied, suspended or

revoked;

(d)

provide for the exercise of powers by the

competent authority on credit institutions and others as may be

specified therein;

(e)

provide for the establishment and imposition of

administrative penalties or other administrative measures for

breaches of this Act or any regulations or Covered Bonds Rules

issued thereunder, and for appeals therefrom to the Financial

Services Tribunal, as well as for the establishment and

imposition of fines and other penalties;

(f)

provide for the establishment and imposition of

fines, other punishments and terms of imprisonment for

contraventions of, or failure to comply with, this Act or any

regulations or Covered Bonds Rules issued thereunder, and for

appeals therefrom;

(g)

provide for any matter that the Minister may

deem expedient, including the creation and exercise of rights

by, or for the benefit of, the public, the imposition of duties and

obligations on credit institutions issuing covered bonds or

persons responsible for the management or administration

thereof and the regulation of any fees and, or any other charges

imposed directly or indirectly on investors;

(h)

provide for the keeping of records and for

disclosure requirements;

(i)

regulate the promotion or sale of covered bonds;

(j)

provide for and regulate the payment by a credit

institution issuing covered bonds or any other person, as the

case may be, of application, approval or other fees and such

other charges payable to the competent authority in respect of

any matter provided for, by or under this Act or any regulations

made under this article, as may be prescribed;

(k)

exempt any covered bonds or any categories

thereof or any covered bonds issued before 8 July 2022 that

comply with the requirements laid down in Article 52(4) of

Directive 2009/65/EC, as applicable on the date of their issue,

from any one or more of the provisions of this Act or any

regulations made under this article 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;

(l)

transpose, implement and give effect to the

provisions and requirements of the CBD and of any other

Directives, Regulations or any other legislative measures of the

European

Union

requiring

transposition

and,

or

implementation, as they may be amended from time to time,

including any implementing measures that have been or may be

issued thereunder; regulations made under this paragraph, 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;

(m)

prescribe anything that is to be or which may be

prescribed;

(n)

provide for anything that is incidental to or

connected with the matters referred to in paragraphs (a) to (m).

(2)

Regulations made under this article may be made subject to

such exemptions or conditions as may be specified therein, may make

different provisions for different cases, circumstances or purposes and

may give to the competent authority such powers of adaptation of the

regulations as may also be so specified.

(3)

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)

punishments or other penalties in respect of any

contravention or failure to comply not exceeding a fine (multa)

of four hundred and sixty-six thousand euro (€466,000) or

imprisonment for a term not exceeding four years, or both such

fine and imprisonment;

(c)

administrative penalties higher than one hundred

and fifty thousand euro (€150,000), and fines higher than four

hundred and sixty-six thousand euro (€466,000), where deemed

necessary or appropriate for any contravention of, or failure of

compliance with, any EU Directive or EU Regulation or any

regulations made under this article to transpose or to give effect

to any EU Directive or Regulation;

(d)

administrative penalties in the form of a fixed

penalty, a daily penalty, or both.

(4)

Regulations made under this article may prescribe

administrative penalties and fines as provided for in sub-article (3)(c),

for any breach of any provision of the Act or of any regulations issued

under this article or for any breach of any Covered Bonds Rules,

transposing and, or implementing any EU Directive or Regulation.

(5)

Where regulations have been issued in terms of this article,

the competent authority may issue Covered Bonds Rules for the better

carrying out, and to better implement, the provisions of the

regulations.

31I. (1)

Covered bond investors and counterparties of

derivative contracts that comply with regulation 8 of the Financial

Markets Act (Covered Bonds) Regulations shall be entitled to the

following

(a)

a claim against the credit institution issuing the

covered bonds;

(b)

in the case of the insolvency or resolution of the

credit institution issuing the covered bonds, a privileged claim

against the principal and any accrued and future interest on

cover assets;

(c)

in the case of the insolvency of the credit

institution issuing the covered bonds and in the event that the

privileged claim referred to in paragraph (b) cannot be fully

satisfied, a claim against the insolvency estate of that credit

institution, which ranks pari passu with the claims of the credit

institution’s ordinary unsecured creditors determined in

accordance with the applicable laws in force in Malta at the

time governing the ranking in normal insolvency proceedings

Provided that the claims referred to in this sub-article shall

be limited to the full payment obligations attached to the covered

bonds.

(2)

Credit institutions issuing covered bonds shall ensure that

covered bond investors and counterparties of derivative contracts that

comply with regulation 8 of the Financial Markets Act (Covered

Bonds) Regulations, are entitled to the claims referred to in sub-article

(1), subject to the conditions laid down in regulation 68(7) of the

Recovery and Resolution Regulations.

(3)

Without prejudice to sub-article (4), the Minister, acting on

the advice of the competent authority, may make, amend or revoke

regulations to give effect to the provisions of sub-articles (1) and (2).

(4) The competent authority may issue Covered Bonds Rules for

the better implementation of sub-articles (1) and (2).

PART V

REGULATORY AND INVESTIGATORY POWERS

32. (1) The competent authority may, by notice in writing,

require -

(i)

any regulated market or central securities

depository;

(ii) any person who holds or held a licence under the

Investment Services Act, or who appears to be or

to have been acting as a licence holder

thereunder;

(iii) any person who is or was an officer, employee or

agent of a regulated market or central securities

depository, or any other person who is or was

involved in the operations of a regulated market

or central securities depository;

(iv)

any person who is or was carrying on, or who

appears to be or have been carrying on any

activity in connection with quoted financial

instruments;

(v)

any auditor of a trading venue or data reporting

services provider who appears to be in possession

of relevant information;

(va)

any data reporting services provider;

(vb)

any sponsor or any person who is or was an

officer, employee or agent of such sponsor;

(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;

(via)

any credit institution issuing covered bonds,

which is licensed in terms of the Banking Act, or

any person who is or was an officer, employee or

agent of such a credit institution or any person that

controls such a credit institution; and, or

(vii)

any other person who appears to be in possession

of relevant information,

to do all or any of the following -

(a) to furnish to the competent authority, at such time and

place and in such form as it may specify, such

information and documentation as it may require,

including the power to require existing telephone and

existing data traffic records;

(b) to furnish to the competent authority any information

or documentation as it may require verified in such

manner as it may specify;

(c) to attend before the competent authority, or before a

person appointed by it, at such time and place as it

may specify, to answer questions and provide such

information and documentation as it may require;

(d) to give the competent authority any assistance which it

may require and which that person is reasonably able

to give.

(2) Without prejudice to anything which the competent

authority may require under sub-article (1), all information in

respect of listed financial instruments held on the Register of the

Central Securities Depository shall be freely accessible to the

competent authority.

(3) The competent authority may take copies of any documents

furnished, provided or to which it has access under this article.

33. (1) The competent authority may, whenever it deems it

necessary or expedient, appoint an inspector or inspectors to

investigate and report on the affairs of any persons referred to in

article 32(1)(i) to (vii).

(2)

An inspector appointed under sub-article (1) -

(a) may, if he thinks it necessary or expedient for the

purposes of an investigation, investigate the affairs of

any person mentioned in sub-article (1);

(b) shall have and may exercise all the powers, conferred

on the competent authority by article 32, and any

requirement made by him shall be deemed to be and

have the same force and effect as a requirement of the

competent authority;

(c) may, and if so directed by the competent authority

shall, make interim reports and on the conclusion of

his investigation shall make a final report to the

competent authority.

(3) In appointing an inspector or inspectors under sub-article

(1) the competent authority may direct that the investigation shall

be carried out within such time and shall be confined to such

specific or general matters as the competent authority may deem

fit.

(4) For the purposes of this article inspectors may include an

advocate, a person authorised to carry on the profession of

accountant or auditor in terms of the Accountancy Profession Act,

or a person considered by the competent authority as possessing

suitable expertise to exercise such function.

(5) The competent authority shall have power to order that all

expenses of, and incidental to, an investigation pursuant to this article

be paid by the persons concerned.

34. (1) Any officer, employee or agent of the competent

authority, on producing, if required, evidence of his authority, may

enter premises occupied by a person on whom a notice has been

served under article 32 or whose affairs are being investigated

under article 33, for the purpose of obtaining therefrom the

information or documents required by that notice, or otherwise for

the purpose of the investigation, and of exercising any of the

powers conferred by the said articles.

(2) Where any officer, employee or agent of the competent

authority has cause to believe that if such notice as is referred to in

sub-article (1) were served it would not be complied with or that

any docum ents to which it could relate would be removed,

tampered with or destroyed, such officer, employee or agent may,

on producing, if required, evidence of his authority, enter any

premises referred to in sub-article (1) for the purpose of obtaining

therefrom any information or documents specified in the authority,

being information or documents that could have been required

under such notice as is referred to in sub-article (1).

(3) For the purposes of any action taken under the provisions of

this article, the competent authority may request the assistance of

the Commissioner of Police, who may for such purpose exercise

such powers as are vested in him by law.

34A. Any decision taken under this Act by the competent

authority in terms of any provisions of this Act or any regulations or

Financial Market Rules, Capital Markets Rules or Covered Bonds

Rules issued thereunder, shall state the grounds on which such a

decision has been based.

35. Nothing in this Act or any regulations made thereunder, or

in any bye-laws of a trading venue shall authorise the Minister,the

competent authority, any trading venue or any person whomsoever to

enquire or cause an enquiry to be made into the affairs of any

person except for the purpose of ensuring compliance with the

provisions of the Prospectus Regulation, this Act and any regulations

or Financial Market Rules, Capital Markets Rules or Covered Bonds

Rules made thereunder, the bye-laws of the trading venue concerned

and t he Prevention of F inancial Markets Abuse Act or any

regulations made thereunder.

Where any trading venue suspects that there may exist

circumstances to indicate that any violation of the provisions of the

Prevention of Financial Markets Abuse Act may have been

committed, is being committed or is likely in the circumstances to

be committed, it shall without undue delay report such suspicion to

the competent authority.

(1) The competent authority shall act as the contact point

in terms of and for the purposes of sub-article (1) of Article 79 of

MiFID.

(2) The competent authority shall cooperate with other

European regulatory authorities whenever necessary for the

purpose of carrying out its duties under MiFID and, or MiFIR. It

shall render the necessary assistance to other European regulatory

authorities, in particular by exchanging information and

cooperating in any investigatory or supervisory function. In terms

of MiFID and, or MiFIR, the competent authority may use its

powers for the purposes of cooperation even in cases where the

conduct under investigation does not constitute an infringement of

any provisions of this Act, regulations or Financial Market Rules

issued thereunder

Provided that the competent authority may, at its own

discretion, also cooperate with other European regulatory

authorities with respect to facilitating the recovery of fines.

(3) Upon receipt of a request from European regulatory

authorities designated as contact points within the individual

Member States or EEA States under sub-article (1) of Article 79 of

MiFID, the competent authority shall immediately take the

necessary measures in order to gather the information required for

the carrying out of their duties pursuant to MiFIR or MiFID. If the

competent authority is not able to supply the required information

immediately, it shall notify the requesting European regulatory

authority of the reasons.

(4) At the time of communicating information to the European

regulatory authorities, whether designated as contact points or not,

the competent authority may stipulate that the information must not

be disclosed without its express agreement, in which case such

information may be exchanged solely for the purposes for which

the competent authority had given its agreement.

(5) Where a European regulatory authority exchanging

information with the competent authority stipulates at the time of

communication of the information that such information must not

be disclosed without its express agreement, such information may

be used by the competent authority solely for the purposes for

which the European regulatory authority would have given its

agreement.

(6) Information received by the competent authority from

contact points in the other Member States or EEA States may be

transmitted to other bodies or natural or legal persons, provided

that

(a) the express agreement of the contact points which

disclosed the information is obtained; and

(b) the information is used solely for the purposes for

which the contact points gave their agreement

Provided further that in duly justified circumstances the

competent authority can transmit information to other bodies or

natural or legal persons without satisfying the conditions in

paragraphs (a) and (b), in which case the competent authority shall

immediately inform the contact point that sent the information.

(7) Where the competent authority receives confidential

information from contact points in the other Member States or EEA

States or from overseas regulatory authorities under article 37C, or

when other bodies or natural or legal persons receive confidential

information from the competent authority, they may only use such

confidential information in the course of their duties, in particular

(a) to monitor the proper functioning of trading venues

within the meaning of MiFID;

(b) to impose penalties or adopt other administrative

measures and to consider representations received in

their regard;

(c) in appeals under this Act.

(8) Without prejudice to the powers of the competent authority

under this Act or any other law, where the competent authority has

good reason to suspect that acts contrary to the provisions of MiFID

or MiFIR are being or have been carried out on the territory of

another Member State or EEA State by entities not subject to its

supervision, it shall notify the European regulatory authority of the

other Member State or EEA State and ESMA in as specific a manner

as possible.

(9) Where the information in the possession of the competent

authority had originated from a European regulatory authority or an

overseas regulatory authority, it may not be disclosed to a European

regulatory authority or to any other third party without the express

agreement of the European regulatory authority or the overseas

regulatory authority which had transmitted it and, where

appropriate, solely for the purposes for which that authority had

given its agreement.

(10) Where a European regulatory authority suspects that acts

carried out by entities not subject to its supervision and which are

contrary to the provisions of MiFID or MiFIR are being or have

been carried out in Malta and notifies the competent authority to

this effect, the competent authority shall take appropriate action.

The competent authority shall inform the notifying European

regulatory authority and ESMA of the outcome of any such action

and, to the extent possible, of significant interim developments

Provided that any such action taken by the competent

authority shall be without prejudice to the powers and functions of

the European regulatory authority that has forwarded the

information.

(11) The competent authority may exercise the following powers

at the request of or for the purposes of assisting a European

regulatory authority

(a) the powers of inquiry under article 32;

(b) the power to appoint inspectors under articles 33 and

36;

(c) the powers to issue directives under article 39K;

(d) the powers of entry under article 34;

(e) the power to communicate to the European regulatory

authority information which is in the possession of the

competent authority, whether or not as a result of the

exercise of any of the above powers.

(12) In relation to emission allowances, the competent authority

shall cooperate with public bodies competent for the oversight of

spot and auction markets and the European regulatory authorities,

registry administrators and other public bodies charged with the

supervision of compliance under Directive 2003/87/EC in order to

ensure that they can acquire a consolidated overview of emission

allowances markets.

(13) In relation to agricultural commodity derivatives, the

competent authority shall report to and cooperate with public

bodies competent for the oversight, administration and regulation

of physical agricultural markets under Regulation (EU) No. 1308/

2013. (14) The competent authority shall consult with the European

regulatory authority of the Member State or EEA State responsible

for the supervision of credit institutions or insurance undertakings

prior to granting an authorisation to a market operator which is

(a)

a subsidiary of a credit institution or insurance

undertaking authorised in the Union; or

(b)

a subsidiary of the parent undertaking of a credit

institution or insurance undertaking authorised in the

Union; or

(c) controlled by the same person, whether natural or

legal, who controls a credit institution or insurance

undertaking authorised in the Union.

(15) The competent authority and the European regulatory

authorities referred to in sub-article (14) shall in particular consult

each other when assessing the suitability of the shareholders or

members and the reputation and experience of persons who

effectively direct the business involved in the management of

another entity of the same group. They shall exchange all

information regarding the suitability of shareholders or members

and the reputation and experience of persons who effectively direct

the business that is of relevance to the other European regulatory

authorities involved, for the granting of an authorisation as well as

for the ongoing assessment of compliance with operating

conditions.

(16) Where Malta is the host Member State of a regulated

market and the competent authority has clear and demonstrable

grounds for believing that such regulated market infringes the

obligations arising from the provisions adopted pursuant to MiFID,

it shall refer those findings to the European regulatory authority of

the home Member State of the regulated market.

(17) Where, despite the measures taken by the European

regulatory authority of the home Member State or because such

measures prove inadequate, that regulated market persists in acting

in a manner that is clearly prejudicial to the interests of Maltese

investors or the orderly functioning of markets, the competent

authority shall, after informing the European regulatory authority

of the home Member State, take all the appropriate measures

needed in order to protect investors and the proper functioning of

the markets, which shall include the possibility of preventing that

regulated market from making their arrangements available to

r e m o t e m e m b e r s o r p a r t i c i p a n t s e s t a b l i sh e d i n M a l t a . T h e

competent authority may refer the matter to ESMA which may act

in accordance with the powers conferred on it under Article 19 of

Regulation (EU) No. 1095/2010.

(18) Any measure adopted pursuant to sub-article (16)

involving sanctions or restrictions on the activities of a regulated

market shall be properly justified and communicated to the

regulated market concerned.

(1) The competent authority may request the co-operation

of a European regulatory authority in supervisory functions or for

on-site verifications or investigations, and a European regulatory

authority may likewise request the co-operation of the competent

authority in the performance of its supervisory functions or in

verifications or investigations.

(2) In the exercise of such co-operation between the competent

authority and European regulatory authorities the provisions of

article 17A of the Investment Services Act shall apply mutatis

mutandis.

The competent authority may refuse to act on a request for

co-operation in carrying out supervisory functions, on-site

verifications or investigations in terms of article 37A or to

exchange information with European regulatory authorities

designated as contact points under Article 79(1) of MiFID, in the

circumstances laid down in article 17B of the Investment Services

Act.

(1) Co-operation agreements with overseas regulatory

authorities or other authorities, bodies and natural or legal persons

in a country that is not a Member State or EEA State may be

entered into only if the information disclosed is subject to

guarantees of professional secrecy at least equivalent to those

required under article 38. Such exchange of information must be

intended for the performance of the functions of those overseas

regulatory authorities or other authorities, bodies and natural or

legal persons

Provided that the transfer of personal data to countries that

are not Member States or EEA States shall be in accordance with

the provisions of Chapter IV of Directive 95/46/EC of the European

Parliament and of the Council of 24 October 1995 on the protection

of individuals with regard to the processing of personal data and on

the free movement of such data.

(2) In the conclusion of co-operation agreements providing for

the exchange of information with overseas regulatory authorities,

other authorities or with bodies and natural or legal persons in

countries that are not Member States or EEA States, the provisions

of article 17D(2) of the Investment Services Act shall apply mutatis

mutandis.

(3) Where the information in the possession of the competent

authority had originated from a European regulatory authority or an

overseas regulatory authority, it may not be disclosed to an

overseas regulatory authority or to any other third party without the

express agreement of the European regulatory authority or the

overseas regulatory authority which had transmitted it and, where

appropriate, solely for the purposes for which that authority had

given its agreement.

(4) Without prejudice to the foregoing provisions of this

article, at the request of, or for the purposes of assisting an

overseas regulatory authority, the competent authority may exercise

the powers listed in article 17(11) of the Investment Services Act,

and for the purposes of this sub-article the words "European

regulatory authority" shall be read as "overseas regulatory

authority".

(5) The competent authority may also conclude cooperation

agreements providing for the exchange of information with

overseas regulatory authorities, bodies and natural or legal persons

responsible for one or more of the following

(a) the supervision of credit institutions, other financial

institutions,

insurance

undertakings

and

the

supervision of financial markets;

(b) the liquidation and bankruptcy of investment firms and

other similar procedures;

(c)

the carrying out of statutory audits of the accounts of

investment firms and other financial institutions, credit

institutions and insurance undertakings, in the

performance of their supervisory functions, or which

administer compensation schemes, in the performance

of their functions;

(d)

oversight of the bodies involved in the liquidation and

bankruptcy of investment firms and other similar

procedures;

(e) oversight of persons charged with carrying out

statutory audits of the accounts of insurance

undertakings, credit institutions, investment firms and

other financial institutions;

(f)

oversight of persons active on emission allowance

markets for the purpose of ensuring a consolidated

overview of financial and spot markets;

(g)

oversight of persons active on agricultural commodity

derivatives markets for the purpose of ensuring a

consolidated overview of financial and spot markets.

The competent authority may refer to ESMA situations

where a request relating to one of the following has been rejected

or has not been acted upon within a reasonable time

(a) to exchange information as provided for in article 37;

or

(b) to carry out a supervisory activity, an on-the-spot

verification, or an investigation, as provided for in

article 37A.

(1) The competent authority shall cooperate closely with

the authorities performing the general supervision of credit institutions

in accordance with relevant European Union law applicable to those

institutions and, in the event of the resolution of a credit institution

issuing covered bonds, with the Resolution Committee or the relevant

European resolution authority, as applicable.

(2)

The competent authority shall cooperate closely with

authorities in other Member States responsible for covered bond public

supervision in terms of Article 18(2) of the CBD, including by

providing the said authorities with any information which is relevant

for the exercise of their supervisory tasks under the provisions of their

national law transposing the CBD.

(3)

For the purposes of sub-article (2), the competent authority

shall communicate

(a)

all relevant information at the request of an

authority in another Member State responsible for covered bond

public supervision in terms of Article 18(2) of the CBD; and

(b)

on its own initiative, any essential information to

authorities in other Member States responsible for covered

bond public supervision in terms of Article 18(2) of the CBD.

(4)

The competent authority shall cooperate with the EBA or,

where relevant, the ESMA, for the purposes of the CBD.

(5)

In the event of the resolution of a credit institution issuing

covered bonds, the competent authority shall cooperate with the

Resolution Committee or the relevant European resolution authority,

as applicable, in order to ensure that the rights and interests of the

covered bonds investors are preserved, including at least by verifying

the continuous and sound management of the covered bond

programme during the period of the resolution process.

(6)

By 8th July 2024, the competent authority shall transmit to

the European Commission information on the following

(a)

developments regarding the number of approvals

to issue covered bonds;

(b)

developments regarding the number of covered

bonds issued in compliance with Part IV bis and any regulations

and Covered Bonds Rules issued thereunder and in accordance

with Article 129 of the CRR;

(c)

developments regarding the assets collateralising

the issue of covered bonds;

(d)

developments

regarding

the

level

of

overcollateralisation;

(e)

cross-border investments in covered bonds,

including inward investment from, and outward investment to,

third-countries;

(f)

developments regarding the issue of covered

bonds with extendable maturity structures;

(g)

developments regarding the risks and benefits of

the use of exposures as referred to in Article 129(1) of the CRR;

(h)

the functioning of covered bond markets.

(7) For the purposes of this article, information shall be

regarded as essential if it could materially influence the

assessment of the issue of covered bonds in another

Member State.

(1) Trading venues, central securities depositories, credit

institutions issuing covered bonds, the competent authority, the

competent authority, their respective members, officers, employees

or agents, as well as auditors, inspectors and experts, as the case

may be, engaged in terms and for the purposes of any of the

provisions of this Act -

(a) shall deal with all documents and other information

relating to the relevant trading venue or to dealings

therewith or therein, or to the issue of covered bonds or

to dealings thereof, or otherwise obtained for the

purposes of, or pursuant to, any of the provisions of

this Act or of any regulations made thereunder and not

yet officially divulged, as confidential and protected

by the duty of professional secrecy, and shall not

disclose the same to any other person;

(b) are prohibited from using such documents and

information and all other matters which are

confidential and protected by the duty of professional

secrecy and which come to their knowledge by virtue

of their position, in order to secure any advantage for

themselves or for any third parties whether such third

parties are connected or not with the financial

instruments market.

(2) Article 26 of the Investment Services Act shall apply

mutatis mutandis to trading venues, credit institutions issuing covered

bonds, the competent authority, their respective members, officers,

employees or agents, as well as auditors, inspectors and experts

engaged for the purposes of any of the provisions of this Act,

bound by the obligation of confidentiality in terms of sub-article

(1).

(3) Any person who acts in contravention of this article shall,

without prejudice to the provisions of the Prevention of Financial

Markets Abuse Act, be guilty of an offence against this Act, and

shall on conviction be liable to a fine (multa) of twelve thousand

euro (€12,000) or to a term of imprisonment not exceeding two

years or to both such fine and imprisonment.

(4) Any person other than those mentioned in sub-articles (1)

and (2) who acquires any documents or any other information to

which the said sub-articles relate and who uses such documents or

information, with intent to secure advantage either for himself or

any other person, shall, without prejudice to the Prevention of

Financial Markets Abuse Act, be guilty of an offence against this

Act and shall on conviction be liable to the same penalty

established for an offence against the provisions of this article.

(1) If, on an application by the competent authority made

to the Civil Court, First Hall, the said court is satisfied

(a) that there is reasonable likelihood that a person will

contravene any of the provisions of this Act, the

regulations made thereunder or the bye-laws of a

regulated market or will contravene or fail to comply

with any obligation, requirement, Financial Market

Rule, Capital Markets Rule, Covered Bonds Rule,

directive or order made or given under any of the

provisions of this Act, the regulations made thereunder

or the bye-laws of a regulated market; or

(b) that a person has contravened any such provision or

has contravened or failed to comply with any such

obligation, requirement, directive, Financial Market

Rule, Capital Markets Rule, Covered Bonds Rule or

order and that there is a reasonable likelihood that the

contravention will continue or be repeated,

the court may give such orders as it may deem appropriate to

restrain the contravention.

(2) If, on an application by the competent authority made to the

Civil Court, First Hall, the said court is satisfied -

(a) that a person has contravened any of the provisions of

this Act, the regulations made thereunder, the bye-laws

of a regulated market or any obligation, requirement,

Financial Market Rule, Capital Markets Rule, Covered

Bonds Rule, directive or order made or given under

any of the provisions of this Act or under the bye-laws

of a regulated market; and

(b) that there are steps which could be taken for

remedying the contravention,

the court may give such orders as it may deem appropriate to

require that person and any other person who appears to the court to

have been knowingly concerned in the contravention, to take such

steps as the court may direct to remedy it or to mitigate its effect, as

appropriate.

(3) If, on an application by the Competent Authority made to

the First Hall Civil Court, the court is satisfied -

(a) that a person has contravened any of the provisions of

this Act, the regulations made thereunder, the bye-laws

of a regulated market or any obligation, requirement,

Financial Market Rule, Capital Markets Rule, Covered

Bonds Rule, directive or order made or given under any

of the provisions of this Act, the regulations made

thereunder or the bye-laws of a regulated market; or

(b) that any person has been knowingly concerned in the

contravention,

it may make an order restraining him from disposing of, or

otherwise dealing with, any assets of his which it is satisfied he is

reasonably likely to dispose of or otherwise deal with.

(4) If, on an application made under sub-article (1), the court is

further satisfied that -

(a) profits have accrued to any person as a result of the

contravention; or

(b) an investor has suffered loss or has been otherwise

adversely affected as a result of that contravention,

the court may order the person responsible for the contravention to

pay into court such sum as appears to it to be just having regard to

the extent of the profit, loss or adverse effect as aforesaid, and

order such sum to be paid out as the court may direct to the persons

who have entered into transactions as a result of which profits have

a c c r u e d o r l o s s e s o r ad v e r s e e ffe cts have b ee n s u ff ere d a s

aforesaid.

(5) For the purposes of this article the court may order the

production by any person of such accounts and the provision of

such information, and verified in such manner, as the court may

deem appropriate.

(6) The First Hall Civil Court shall after hearing the person or

persons mentioned in this article and the competent authority

determine an application made under this section with urgency.

(7) The provisions of this article shall be without prejudice to

any right of any aggrieved person to bring proceedings directly in

respect of any right such person may otherwise have independently

of the competent authority.

(8) The provisions of this article shall be without prejudice to

the right of any person to demand the issue of any precautionary act

under Title VI of Book Third of the Code of Organization and Civil

Procedure.

(1)

Without prejudice to any other powers 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

Provided that the administrative penalties imposed by the

competent authority in accordance with this article shall be effective,

proportionate and dissuasive.

(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.

(1)

Notwithstanding the provisions of article 39A, 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, in a correct and

complete manner and within the required time limit, any

regulated information as required in this Act and the

Capital Market 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 39A, 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.

(1)

Notwithstanding the provisions of article 39A, 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.

(1)

Without prejudice to the powers of the competent

authority under 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 IV bis or any regulations or Covered

Bonds 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 Covered Bonds 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 and, or any

other administrative measure, as it may deem necessary.

(2)

Without prejudice to the generality of sub-article (1), the

competent authority may impose administrative penalties and other

administrative measures in at least the following circumstances

(a)

a credit institution has acquired an approval for a

covered bond programme by means of false statements or other

irregular means;

(b)

a credit institution no longer fulfils the conditions

under which approval for a covered bond programme was

granted;

(c)

a credit institution issues covered bonds without

obtaining the approval of the competent authority in accordance

with articles 31D and 31E;

(d)

a credit institution issuing covered bonds fails to

meet the requirements set out in article 31I and in regulation

108(1) of the Recovery and Resolution Regulations;

(e)

a credit institution issues covered bonds that do

not comply with article 31I and with regulation 68(7) of the

Recovery and Resolution Regulations;

(f)

a credit institution issues covered bonds that are

not collateralised in accordance with regulation 3 of the

Financial Markets Act (Covered Bonds) Regulations;

(g)

a credit institution issues covered bonds that are

collateralised by assets located outside the European Union in

breach of regulation 4 of the Financial Markets Act (Covered

Bonds) Regulations;

(h)

a credit institution collateralises covered bonds in

an intragroup pooled covered bond structure in breach of

regulation 5 of the Financial Markets Act (Covered Bonds)

Regulations;

(i)

a credit institution issuing covered bonds fails to

fulfil the conditions for joint funding laid down in regulation 6

of the Financial Markets Act (Covered Bonds) Regulations;

(j)

a credit institution issuing covered bonds fails to

meet the requirements of composition of the cover pool laid

down in regulation 7 of the Financial Markets Act (Covered

Bonds) Regulations;

(k)

a credit institution issuing covered bonds fails to

meet the requirements regarding derivative contracts in the

cover pool laid down in regulation 8 of the Financial Markets

Act (Covered Bonds) Regulations;

(l)

a credit institution issuing covered bonds fails to

comply with the requirements of the segregation of cover assets

in accordance with regulation 9 of the Financial Markets Act

(Covered Bonds) Regulations;

(m) a credit institution issuing covered bonds fails to

report information or provides incomplete or inaccurate

information in breach of regulation 11 of the Financial Markets

Act (Covered Bonds) Regulations;

(n)

a credit institution issuing covered bonds

repeatedly or persistently fails to maintain a cover pool

liquidity buffer in breach of regulation 13 of the Financial

Markets Act (Covered Bonds) Regulations;

(o)

a credit institution that issues covered bonds with

extendable maturity structures fails to fulfil the conditions for

extendable maturity structures laid down in regulation 14 of the

Financial Markets Act (Covered Bonds) Regulations;

(p)

a credit institution issuing covered bonds fails to

report information or provides incomplete or inaccurate

information on its obligations in breach of the requirements on

reporting set out in regulation 15(3) of the Financial Markets

Act (Covered Bonds) Regulations;

(q)

where it has been determined that a credit

institution issuing covered bonds has committed a serious,

repeated or systematic breach, or a combination thereof, of the

Prevention of Money Laundering Act, of any regulations

made thereunder or of any procedures or guidance issued in

terms of any such regulations; and, or

(r)

a credit institution issuing covered bonds fails to

cooperate with the competent authority.

(3)

Without prejudice to the generality of sub-article (1), the

administrative measures referred to therein shall include at least the

following

(a)

a withdrawal of an approval for a covered bond

programme;

(b)

a public statement which indicates the identity of

the natural or legal person and the nature of the breach in

accordance with article 39GA;

(c)

an order requiring the natural or legal person to

cease the conduct and to desist from a repetition of that

conduct; and, or

(d)

a directive issued in terms of article 39K.

(4)

Any administrative penalties and other administrative

measures imposed by the competent authority in terms of this article

shall be effective, proportionate and dissuasive.

(5)

The competent authority shall ensure that any administrative

penalties and other administrative measures imposed by it in terms of

this article are effectively implemented.

(6)

When determining the type of administrative penalties or

other administrative measures and the amount of administrative

penalties to be imposed, the competent authority shall take into

account the following circumstances, where relevant

(a)

the gravity and the duration of the breach;

(b)

the degree of responsibility of the natural or legal

person responsible for the breach;

(c)

the financial strength of the natural or legal

person responsible for the breach, including by reference to the

total turnover of the legal person or the annual income of the

natural person;

(d)

the importance of profits gained or losses avoided

because of the breach by the natural or legal person responsible

for the breach, insofar as those profits or losses can be

determined;

(e)

the losses caused to third parties by the breach,

insofar as those losses can be determined;

(f)

the level of cooperation by the natural or legal

person responsible for the breach with the competent authority;

(g)

any previous breaches by the natural or legal

person responsible for the breach;

(h)

any actual or potential systemic consequences of

the breach.

(7)

Without prejudice to sub-article (1), where the provisions of

Part IV bis, or any regulations or Covered Bonds Rules issued

thereunder, apply to legal persons, the administrative penalties and

other administrative measures referred to in this article may also be

imposed by the competent authority on members of the board of

directors of any such legal person and on other individuals who under

national law are responsible for the breach.

(8)

Administrative penalties that may be imposed by the

competent authority under this article, may be imposed in the form of a

fixed penalty, a daily penalty, or both.

(9)

The imposition by the competent authority of an

administrative penalty in terms of this article shall be without

prejudice to any other consequences of 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.

Where obligations imposed in terms of the Prospectus

Regulation, this Act or any regulations or Capital Markets Rules

issued thereunder, apply to the 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

Provided that this article shall not apply to breaches of any

of the provisions of Part IV bis or any regulations or Covered Bonds

Rules issued thereunder.

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

Provided that this article shall not apply to administrative

penalties and administrative measures imposed in terms of article

39CA.

(1)

If the competent authority proposes to impose an

administrative penalty on any person under any of the provisions of this

Act, 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).

(1) If the competent authority proposes to impose an

administrative penalty or any other administrative measure on any

person in terms of article 39CA, 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 and specifying a period, being a period of not less

than forty-eight (48) hours and not longer than thirty (30) calendar

days, in which the recipient of the notice may 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

Provided that the competent authority shall not be required

to notify its intention to impose an administrative measure which is not

an administrative penalty where urgent action is necessary to prevent

significant losses to third parties or significant damage to the financial

system

Provided further that, where the competent authority does

not notify its intention to impose an administrative measure in terms of

this sub-article, the person concerned shall, as soon as possible after

the adoption of the administrative measure, be given the opportunity to

make representations in writing to the competent authority giving

reasons why the decision should not have been taken, and where

necessary, that measure shall be revised.

(2)

The competent authority shall as soon as practicable notify

its decision in writing to any person on whom an administrative

penalty or an administrative measure has been imposed in terms of

article 39CA. Any such decision shall be reasoned.

(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, following a case-

by-case assessment, that the 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 of the competent authority to impose an

administrative penalty or any other administrative measure 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.

(7)

This article shall not apply to administrative penalties and

administrative measures imposed in terms of article 39CA.

(1) The competent authority shall publish any decision

imposing an administrative penalty or any other administrative

measure in terms of article 39CA on its official website without undue

delay after the person on whom the administrative penalty or

administrative measure was imposed has been informed of that

decision as well as of its publication on the official website of the

competent authority.

(2)

The information published pursuant to sub-article (1) shall

include information on the type and nature of the breach and the

identity of the natural or legal person on whom the administrative

penalty or administrative measure is imposed.

(3)

Notwithstanding the provisions of sub-articles (1) and (2),

any decision imposing an administrative penalty or any other

administrative measure in terms of article 39CA shall, in any of the

following circumstances, be published on an anonymous basis and in

accordance with Maltese law

(a)

where

the

administrative

penalty

or

administrative measure is imposed on a natural person and the

publication of personal data is found to be disproportionate;

(b)

where the publication would jeopardise the

stability of financial markets or an ongoing criminal

investigation;

(c)

where publication would cause, insofar as it can

be determined, disproportionate damage to the credit

institutions or natural persons involved

Provided that in such cases the publication of the relevant

data may be postponed.

(4)

Where the decision to impose an administrative penalty or

any other administrative measure is subject to appeal before a national

judicial, administrative or other authority, the competent authority

shall, without undue delay, also publish on its official website

information on the status of the appeal and on the outcome thereof.

Any decision annulling a decision of the competent authority to

impose an administrative penalty or any other administrative measure

shall also be published.

(5)

Any decision that is published in accordance with this

article shall remain on the official website of the competent authority

for a period of at least five (5) years from the date of its publication

Provided that personal data contained in any such decision

shall only be retained on the official website of the competent

authority for the period which is necessary in accordance with the

applicable data protection legislation. Such a retention period shall be

determined taking into account the limitation periods provided for

under Maltese law, but shall in no case be longer than ten (10) years.

(6)

The competent authority shall inform the EBA of any

administrative penalties and other administrative measures imposed in

terms of article 39CA, including, where relevant, any appeal in

relation thereto and the outcome thereof.

(7)

The competent authority shall, from time to time, contact

the Office of the Attorney General and the Commissioner of Police

and seek information about any criminal punishments that may have

been imposed for any breaches of any provisions of Part IV bis or any

regulations or Covered Bonds Rules issued thereunder. The

Commissioner of Police and, or, the Office of the Attorney General, as

applicable, shall cooperate and shall provide their reply to the

competent authority in a timely manner, thereby providing any

information and details of the final judgement as necessary and shall,

where relevant, send the competent authority a copy of the final

judgement in relation to any such criminal punishments imposed. The

competent authority shall submit said information and details and,

where relevant, any such copies of final judgements, to the EBA.

(8)

The provisions of this article shall apply notwithstanding

the provisions of article 41A.

(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 or

Covered Bonds 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.

(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, 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

regulations or Capital Markets Rules or Covered Bonds

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 to that financial instrument is taken by the

competent authority in accordance with the provisions of this article.

(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).

(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.

(1) In the event of the insolvency or resolution of a credit

institution issuing covered bonds, which is licensed in terms of the

Banking Act, or when such credit institution has been determined

to be failing or likely to fail pursuant to regulation 32(1) of the

R e c o v e r y a n d R e s o l u t i o n R e g u l a t i o n s o r, i n e x c e p t i o n a l

circumstances, where the competent authority determines that the

proper functioning of that credit institution is seriously at risk, the

competent authority may appoint a special administrator to ensure

that the rights and interests of the covered bonds investors are

preserved, including at least by verifying the continuous and sound

management of the covered bond programme during the period of

the resolution process

Provided that, without prejudice to any other powers

conferred on the competent authority under this Act or any other

applicable law, the competent authority shall have the power to order the

credit institution to pay the remuneration due to the special

administrator, including all expenses that may have been incurred by

such special administrator.

(2)

The competent authority shall issue Covered Bonds Rules

laying down the tasks and responsibilities of the special administrator

at least in relation to

(a)

the discharge of the liabilities attached to the

covered bonds;

(b)

the management and realisation of cover assets,

including their transfer together with covered bond liabilities to

another credit institution issuing covered bonds;

(c)

the legal transactions necessary for the proper

administration of the cover pool, for the ongoing monitoring of

the coverage of liabilities attached to the covered bonds, for the

initiation of proceedings in order to bring assets back into the

cover pool and for the transferral of the remaining assets to the

insolvency estate of the credit institution which issued the

covered bonds after all covered bond liabilities have been

discharged

Provided that for the purposes of paragraph (c), the special

administrator shall be allowed to operate, in the case of the insolvency

of the credit institution issuing the covered bonds, under the

authorisation held by that credit institution, subject to the same

operational requirements.

(3) The competent authority, the special administrator appointed

in terms of sub-article (1) and the Resolution Committee shall, for the

purposes of the insolvency or resolution process of the credit

institution issuing covered bonds, coordinate and exchange

information among each other.

(1) Any person who contravenes or fails to comply with

any of the provisions of article 32 or of any court order made under

article 39 or fails to comply with any condition, obligation,

requirement, order, directive, Financial Market Rule, Capital

Markets Rule or Covered Bonds Rule or regulations made, provided

for or given under any of the provisions of this Act shall be guilty of

an offence under this Act.

(2) Any person who knowingly or recklessly gives the

competent authority, any person appointed by it under article

32(1)(c) or any inspector appointed under article 33, information

which is false or misleading shall be guilty of an offence.

(3) Any person who removes, destroys, conceals or

fraudulently alters any book, document or other paper, including

information stored in electronic format, which is or is likely to be

relevant to a request for information or documentation or an

inspection or an investigation in terms of this Act, shall be guilty of

an offence.

(4) Any person who obstructs a person exercising rights

conferred by this Act shall be guilty of an offence under this Act.

(1) A person guilty of an offence under the provisions of

section 40 shall be liable on conviction to a four hundred and sixty-

six thousand euro (€466,000) or to a term of imprisonment not

exceeding four years, or to both such fine and imprisonment.

(2) No proceedings for an offence under this Act shall be

commenced without the consent of the Attorney General.

(3) The provisions of this Act shall not affect any criminal

proceedings that may be competent under any other law.

If it appears to the competent authority or the competent

authority that a person has contravened any of the provisions of this

Act or of any regulations made under this Act or has contravened or

failed to comply with any condition, obligation, requirement,

Financial Market Rules, Capital Markets Rules or directives made

or given under any of the provisions of this Act, the competent

authority or the competent authority may publish a statement to that

effect indicating the natural person or the legal entity responsible

and the nature of the breach, and, or impose an order requiring the

natural person or legal entity responsible to cease the conduct

constituting the breach and to desist from any repetition of that

conduct.

(Deleted by XLVI. 2021.50).

PART VI

FINANCIAL SERVICES TRIBUNAL

(1)

Any person who is aggrieved by a decision of the

competent authority

(a) to refuse a prospectus or admissibility to listing;

(b) to refuse to grant an approval for a covered bond

programme;

(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;

(i)

to impose an administrative penalty or any other

administrative measures;

(j)

to withdraw an approval for a a covered bond

programme;

(k) to refuse an application for registration of a sponsor; or

(l) to cancel or suspend the registration of a sponsor,

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;

(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; or

(c) any application for the approval of a covered bond

programme,

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.

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

authorised regulated market, or a decision of the competent authority

to withdraw an approval for a covered bond programme, 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.

Subject to articles 42 and 43 of this Act, the provisions of

article 21 of the Malta Financial Services Authority Act shall apply

mutatis mutandis to appeals that may be brought before the

Tribunal under this article.

PART VII

MISCELLANEOUS

(1) Quoted financial instruments may be traded outside

the regulated market on which they are listed, or admitted to a

multilateral trading facility or admitted to an Organised Trading

Facility

Provided that, for the purposes of this sub-article, the term

"admitted" shall mean admitted to listing following an admission

process approved by the Multilateral Trading Facility or Organised

Trading Facility, or admitted to listing and trading following an

admission process approved by the Multilateral Trading Facility or

Organised Trading Facility.

(2) The Minister may make regulations to establish conditions

and procedures under which quoted financial instruments may be

traded outside the regulated markets on which such quoted

financial instruments are listed and other than by means of facilities

provided by any such regulated markets.

Notwithstanding the provisions of any other law, the

transfer of quoted financial instruments in quoted companies need

not be made by an instrument in writing.

The provisions of this Act and any regulations or Capital

Markets Rules or Covered Bonds 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.

The provisions of article 1966(3) and (4) of the Civil Code

shall not apply with respect to quoted financial instruments and the

privilege referred to in Title XXI of Part II of Book Second of the

said Code shall arise where the pledge has been duly registered

with a regulated market in accordance with the bye-laws.

(1) Without prejudice to the provisions of article 39I the

competent authority shall have the power to suspend temporarily

the listing and, or trading of listed financial instruments on any

authorized regulated market if in its opinion, the orderly transaction

of business is being prevented, or is likely to be prevented because

of the occurrence of

(a) any emergency or natural disaster;

(b) any economic, financial or political crisis; or

(c) any other event which disrupts trading.

(2) The Minister may recommend to the competent authority

the temporary suspension of the listing and, or trading of listed

financial instruments on any authorized regulated market if he is of

the opinion that the orderly transaction of business of a regulated

market is being disrupted because of any of the occurrences

referred to in sub-article (1)(a), (b) or (c) which in the opinion of

the Minister merits such temporary suspension.

(3) The competent authority may order that for such time as it

may determine no trading of any kind may be transacted in one or

more specified financial instruments of quoted companies if it has

reasons to believe that this would be in the interest of the regulated

market concerned, the public or investors generally

Provided that a temporary suspension ordered by the

competent authority under this article may not be of more than

t h i r t y d a y s i n a p e r i o d of t h r e e m o n t h s u n l e s s s uc h l o ng e r

suspension is approved by the Minister.

(4) No transaction may be executed at any time in the event of

the temporary suspension of listing and, or trading under this article.

Any transaction so executed in contravention of this sub-article shall

be invalid.

(1) The Minister, acting on the advice of the competent

authority, may make regulations

(a) to give effect to the provisions of this Act, including

regulations for the better regulation of central

securities depositories, data reporting services

providers, credit rating agencies and regulated markets

and, or the admissibility to listing of financial

instruments thereon and to provide for the direct or

indirect membership of, or access to, regulated

markets within the terms of and in line with Malta’s

international commitments;

(b) to govern the transfer of ownership and, or delivery of

financial instruments quoted on a regulated market,

clearing and settlement of transactions effected on a

regulated market, payment in respect of the transfer of

financial instruments quoted on a regulated market,

pledging of financial instruments quoted on a

regulated market;

(c) to regulate the application of article 50 to regulated

markets and to commercial partnerships other than

companies;

(ca) to regulate the activities of sponsors appointed with

respect to applications for admissibility to listing of

securities on a local regulated market, including the

appointment and registration of such sponsors, the

cancellation or suspension of such registration, and any

requirements, restrictions and conditions in relation

thereto, and to regulate anything that is incidental to, or

connected with any such matters;

(d) to regulate the transposition, implementation and

giving effect to the provisions, requirements,

obligations and commitments relating to regulation of

credit rating agencies, data reporting services providers,

regulated markets and, or the admissibility to listing of

financial instruments thereon arising out of

membership of, affiliation to or relationship with

international or regional organisations or groupings of

countries or out of any treaty, convention or other

international agreement whether bilateral, regional or

multilateral, to which Malta is a party;

(e) to transpose, implement and give effect to the provisions

and requirements of Directives, Regulations and any

other legislative measures of the European Union

requiring transposition and, or implementation, as they

may be amended from time to time, including any

implementing measures that have been or may be issued

thereunder and including those relating to licence

holders, credit rating agencies, regulated markets,

commodities markets, central counterparties, central

securities depositaries, data reporting services providers,

market making, short selling, transactions in OTC

derivatives, trade repositories and, or the admissibility to

listing of financial instruments thereon and others as may

be specified therein or to any other matter falling within

the terms of this Act; regulations made under this

paragraph, 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;

(f)

to regulate the operation and, or registration of central

counterparties operating in or from Malta; and, or

(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.

(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 of the regulations as may also be so specified.

(2A) 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)

punishments or other penalties in respect of any

contravention or failure to comply not exceeding a fine

(multa) of four hundred and sixty-six thousand euro

(€466,000) or to a term of imprisonment not exceeding

four years, or to both such fine and imprisonment;

(c) administrative penalties and fines higher than one

hundred and fifty thousand euro (€150,000), and fines

higher than four hundred and sixty-six thousand euro

(€466,000), where deemed necessary or appropriate for

any contravention of or failure of compliance with any

EU Directive or EU Regulation or of any regulations

made under this article to transpose or to give effect to

any EU Directive or EU Regulation.

(2B) Regulations made under this article may prescribe penalties

and fines as provided for in sub-article (2A)(c), for any breach of any

provision of the Act or for any breach of any Financial Market Rules,

transposing and, or implementing any EU Directive or EU Regulation.

(3) Where regulations have been issued in terms of this article,

the competent authority may issue Financial Market Rules within

the meaning of article 4 of this Act for the better carrying out and

to better implement the provisions of the regulations.

Notwithstanding anything contained in the Duty on

Documents and Transfers Act, or in any Act replacing that Act, no

duty shall be payable in accordance with that Act in respect of any

transfer of any financial instruments of a quoted company, or the

transfer of any financial instruments of the Government or any

body corporate established by law, where such transfer is made

either on a regulated market or outside the regulated market on

which they are listed in terms of article 45 or on a regulated

multilateral system or an equivalent regulated market or

multilateral system in a non-Member State or non-EEA State.

(1) An order for the payment of expenses of and incidental

to, an investigation under article 33(5) shall constitute an executive

title within the meaning and for the purposes of Title VII of Part I

of Book Second of the Code of Organization and Civil Procedure.

(2) If all or any of the amount payable under an order under

article 33(5) is outstanding at the end of the specified period, the

Competent Authority may proceed to enforce payment after two

days from the service on the debtor of an intimation for payment

made by means of a judicial act.

Deleted by Act V.2020.12.

Repealed by Act IX.2023.26.

(1)

Covered bonds issued before 8th July 2022 that

comply with the requirements laid down in the relevant provisions of

the Investment Services Rules, as applicable on the date of their issue,

shall not be subject to the requirements set out in article 31D and in

article 31I(2) with respect to the conditions laid down in regulation

68(7) of the Recovery and Resolution Regulations, but may continue

to be referred to as covered bonds in accordance with this Act until

their maturity.

(2)

The competent authority shall monitor the compliance of

covered bonds issued before 8th July 2022 with the requirements laid

down in the relevant provisions of the Investment Services Rules, as

applicable on the date of their issue, as well as with the requirements

of Part IV bis and any regulations and Covered Bonds Rules issued

thereunder, insofar as they are applicable in accordance with sub-

article (1).

(3)

Sub-articles (1) and (2) shall apply to tap issues of covered

bonds for which the opening of the International Security

Identification Number (ISIN) is before 8th July 2022 for up to twenty-

four (24) months after that date, provided that those issues comply

with all the following requirements

(a)

the maturity date of the covered bond is before

8th July 2027;

(b)

the total issue size of tap issues made after 8th

July 2022 does not exceed twice the total issue size of the

covered bonds outstanding on that date;

(c)

the total issue size of the covered bond at

maturity does not exceed six billion euro (€6,000,000,000);

(d)

the collateral assets are located in Malta.

Transitory provision - Act XX of 2007 .

155. (1) With effect from such date * as the Minister may by order

establish, hereinafter "the operative date", the Malta Stock Exchange plc

shall continue in the personality of the Malta Stock Exchange established

under Part IV of the Financial Markets Act prior to the repeal of such Part

by this Act; and subject to the exclusion of the property described in sub-

article (3), the Malta Stock Exchange plc shall accordingly succeed to all

its assets, rights, liabilities and obligations, including the recognition order

issued to the Malta Stock Exchange in terms of Part II of the Financial

Markets Act, which, unless specifically cancelled or repealed, shall remain

in force until the operative date.

(2) With effect from the operative date

(a) the competent authority shall issue in favour of the Malta

Stock Exchange plc an authorisation in terms of Part II of the

Financial Markets Act. Upon the issue of such authorisation,

the recognition order referred to in sub-article (1) shall

automatically lapse;

(b) the Malta Stock Exchange plc shall be deemed to have

satisfied the requirements of Part IV of the Financial

Markets Act and the competent authority shall issue an

authorisation in its favour with effect from such date.

(3) All authorisations, decisions, licenses, warrants, approvals,

notices and other acts or commitments made or taken by the Malta Stock

Exchange, including any membership or admission to the official list and

any other recognised list and any Council Notice or bye-laws, as well as

agreements, contracts of employment and relative staff appointments and

conditions, shall as from the operative date be deemed to have been made

or taken and assumed by the Malta Stock Exchange plc, and shall, unless

specifically cancelled or repealed, remain in force accordingly, with such

modifications and adaptations as are strictly necessary to implement fully

and correctly the succession and devolution of the business and the rights

and obligations as aforesaid of the Malta Stock Exchange to and in favour

of the Malta Stock Exchange plc in terms of this Part.

(4) The immovable property and rights relating thereto as described in

the Schedule to this Part shall devolve to the Land Department or another

entity whose shares are wholly owned by Government which shall within

one month from the operative date cause a declaratory public deed to be

published containing a detailed description of the allocation and the

devolution in its favour of and of its succession to the immovable property

and rights relating thereto which prior to the operative date were vested in

*1st November, 2007 - see Legal Notice 319 of 2007.

the Malta Stock Exchange, subject to the provisions of this Part, and a note

thereon shall be duly enrolled at the Public Registry and the Land Registry,

as the case may be.

(5) The succession, as from the operative date, of the assets, rights,

liabilities and obligations in favour of Malta Stock Exchange plc and the

Land Department or another entity whose shares are wholly owned by

Government, as the case may be, described in this Part, shall be valid and

effective even as regards third parties by operation of law without the need

for any other formality, other than the public deed and notes required under

this article, and shall be exempt from the payment of income tax, duty on

documents and other fiscal charges, notwithstanding any other provision of

law.

(6) Unless the context otherwise requires, any reference in any law to

the Malta Stock Exchange shall after the operative date be deemed to be a

reference to the Malta Stock Exchange plc; and any reference to the

Council, a member of the Council or any officer or employee of the Malta

Stock Exchange shall after the operative date be deemed to be a reference

to the Board of Directors, a director of the company and to officers or

employees of the company, respectively.

(1) L-irwol mogħti lill-Kumitat Eżekuttiv bl-artikolu 14 tal-Att

dwar is-Swieq Finanzjarji kif emendat b’dan l-Att għandu jkun

kontinwazzjoni tal-Kumitat tal-Elenkar imwaqqaf bl-Att dwar is-Swieq

Finanzjarji, kif kien fis-seħħ qabel id-dħul fis-seħħ ta’ dan l-artikolu.

(2)

Kwalunkwe regoli maħruġa skont Taqsima II ta’ dan l-Att għandhom

japplikaw għal strumenti diġà elenkati fuq lista rikonoxxuta, kif stabbilit fir-

Regoli dwar l-Elenku.