PREVENTION OF FINANCIAL MARKETS ABUSE ACT

CHAPTER 476

PREVENTION OF FINANCIAL

MARKETS ABUSE ACT

To prevent financial markets abuse.

1st April, 2005

ACT IV of 2005, as amended by Legal Notice 427 of 2007; Acts III of

2009 and X of 2011; Legal Notice 426 of 2012; and Acts XX of 2013, and

XIX and LIII of 2016, XLIV of 2018, V of 2020 and Act XLVI of 2021 and

VI of 2024.

PART I

PRELIMINARY

The short title of this Act is the Prevention of Financial

Markets Abuse Act.

(1)

In this Act, unless the context otherwise requires -

"accepted market practice" shall have the same meaning assigned

to it in Article 3(1)(9) of the Market Abuse Regulation;

"benchmark" shall have the same meaning assigned to it in

Article 3(1)(29) of the Market Abuse Regulation;

"buy-back programmes" shall have the same meaning assigned to

it in Article 3(1)(17) of the Market Abuse Regulation;

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

Commission Regulation (EU) No. 1031/2010 of 12 November 2010

on the timing, administration and other aspects of auctioning of

greenhouse gas emission allowances pursuant to Directive 2003/87/

EC of the European Parliament and of the Council establishing a

scheme for greenhouse gas emission allowances trading within the

Community;

"the competent authority" means the Malta Financial Services

Authority established by the Malta Financial Services Authority

Act;

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

agreement on the European Economic Area signed at Oporto on the

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

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

"emission allowance" means those instruments specified in point

(11) of Section C of Annex I of MiFID;

"ESMA" means the European Securities and Markets Authority

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

Parliament and of the Council of the 24 November 2010;

"European regulatory authority" means the single administrative

authority appointed by any Member State or EEA State other than

Malta, to ensure that the provisions adopted pursuant to the Market

Abuse Regulation and the Market Abuse Directive are applied;

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

assigned to it in article 2 of the European Union Act;

"financial instruments" means those instruments specified in

Section C of Annex I of MiFID;

"implementing measures" means any European Union acts,

regulations or directives implementing the Market Abuse Directive

and the Market Abuse Regulation, as amended from time to time,

including Commission Implementing Directive (EU) 2015/2392 of

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

European Parliament and of the Council as regards reporting to

competent authorities of actual or potential infringements of that

Regulation;

"inside information" shall have the same meaning assigned to it

in Article 7(1) to (4) of the Market Abuse Regulation;

"investment firm" shall have the same meaning assigned to it in

Article 3(1)(2) of the Market Abuse Regulation;

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

3(1)(21) of the Market Abuse Regulation;

"market abuse" shall have the same meaning assigned to it in

Article 1 of the Market Abuse Regulation;

"Market Abuse Directive" shall refer to Directive 2014/57/EU of

the European Parliament and of the Council of 16 April 2014 on

criminal sanctions for market abuse (market abuse directive) and

includes any implementing measures issued thereafter;

"Market Abuse Regulation" shall refer to Regulation (EU) No.

596/2014 of the European Parliament and of the Council of 16

A pri l 2 014 on m arket abu se (m ark et ab use r egul atio n) and

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

the Council and Commission Directives 2003/124/EC, 2003/125/

EC and 2004/72/EC and includes any implementing measures

issued thereafter;

"Member State" means a Member State of the European Union;

"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;

"the Minister" means the Minister responsible for the regulation of

financial services;

"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;

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

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

m u l ti p le t h ir d - pa r ty bu y in g a nd s e l l in g i n t e r e s t s in b on d 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;

"overseas regulatory authority" means any administrative

authority or body in a country or territory outside Malta that is not

a Member State or EEA State which exercises any regulatory or

supervisory function corresponding to a function of the competent

authority under this Act in the prevention of financial markets

abuse and which has the responsibility to monitor the market and to

detect, prevent or prosecute acts related to market abuse;

"regulated market" means

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

been granted authorisation in terms of the Financial

Markets Act and which appears on the list of regulated

markets prepared and published by the European

Commission in terms of MiFID;

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

any entity which appears on the list of regulated

markets prepared and published by the European

Commission in terms of MiFID as defined in Article

3(1)(6) of the Market Abuse Regulation;

"Rules" means the Prevention of Financial Markets Abuse Rules

issued by the competent authority under this Act or regulations

made thereunder;

"spot commodity contract" shall have the same meaning assigned

to it in Article 3(1)(15) of the Market Abuse Regulation;

"stabilisation" shall have the same meaning assigned to it in

Article 3(2)(d) of the Market Abuse Regulation;

"trading venue" shall have the same meaning assigned to it in

Article 3(1)(10) of the Market Abuse Regulation;

"Tribunal" means the Financial Services Tribunal established in

terms of article 21 of the Malta Financial Services Authority Act;

"wholesale energy product" shall have the same meaning

assigned to it in Article 3(1)(22) of the Market Abuse Regulation.

(2) In this Act and in any regulations or rules made thereunder,

if there is any conflict between the English and Maltese texts, the

English text shall prevail.

(3) Save where the context otherwise requires, words and

expressions used in this Act shall have the same meaning and the

same interpretation as the meanings and interpretations given to

those words and expressions in the Companies Act.

PART II

GENERAL PROVISIONS

The purpose of this Act is to safeguard the integrity of

Maltese and Community financial markets and to enhance investor

confidence in t hose m arke ts. For th i s o bj ec t, th i s A ct a lso

transposes and implements the Market Abuse Regulation and the

Market Abuse Directive, and consequently this Act and any

regulations adopted thereunder, shall be interpreted and applied

accordingly.

(1)

This Act shall apply to the following

(a) financial instruments admitted to trading on a

regulated market or for which a request for admission

to trading on a regulated market has been made;

(b) financial instruments traded on a multilateral trading

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

which a request for admission to trading on an MTF

has been made;

(c) financial instruments traded on an OTF;

(d) financial instruments not covered by paragraph (a), (b)

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

an effect on, the price or value of a financial

instrument referred to in those paragraphs, including,

but not limited to, credit default swaps and contracts

for difference.

(2) This Act shall also apply to behaviour or transactions,

including bids, relating to the auctioning on an auction platform

authorised as a regulated market of emission allowances or other

auctioned products based thereon, including when auctioned

products are not financial instruments, pursuant to Commission

Regulation (EU) No. 1031/2010. Without prejudice to any specific

provisions referring to bids submitted in the context of an auction,

any provisions in this Act referring to orders to trade shall apply to

such bids.

(3)

Articles 6, 6A and 8 shall not apply to

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

such trading is carried out in accordance with Article

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

(b) trading in securities or associated instruments as

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

the Market Abuse Regulation for the stabilisation of

securities, where such trading is carried out in

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

Abuse Regulation;

(3A) (a) This Act shall not apply to transactions, orders or

behaviour carried out in pursuit of monetary, exchange rate or

public debt management policy in accordance with Article 6(1) of

the Market Abuse Regulation, transactions, orders or behaviour

carried out in accordance with Article 6(2) thereof, activities in

pursuit of the European Union’s climate policy in accordance with

Article 6(3) thereof, or activities in pursuit of the European Union’s

Common Agricultural Policy or of the European Union’s Common

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

(b) Paragraph (a) shall not apply to persons working under a

contract of employment or otherwise for the entities referred to in

the said paragraph where those persons carry out transactions or

orders, or engage in behaviour, directly or indirectly, on their own

account.

(4)

Article 8 shall also apply to

(a) spot commodity contracts that are not wholesale

energy products, where the transaction, order or

behaviour has an effect on the price or value of a

financial instrument referred to in sub-article (1);

(b) types of financial instruments, including derivative

contracts or derivative instruments for the transfer of

credit risk, where the transaction, order, bid or

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

commodity contract where the price or value depends

on the price or value of those financial instruments;

(c) behaviour in relation to benchmarks.

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

concerning any financial instrument as referred to in sub-articles

(1) and (4), irrespective of whether or not such transaction, order or

behaviour takes place on a trading venue.

The prohibitions and requirements laid down in this Act

shall apply to acts carried out -

(a) by any person in Malta or outside Malta concerning

financial instruments that are admitted to trading on a

trading venue in Malta, or for which a request for

admission to trading on such trading venue in Malta

has been made; or

(b) by any person in Malta concerning financial

instruments that are admitted to trading on a trding

venue in any other Member State or EEA State or for

which a request for admission to trading on such

trading venue has been made.

PART III

MARKET ABUSE AND PREVENTIVE MEASURES

(1) (a) A person shall not engage or attempt to engage in

insider dealing, or recommend that another person engage in

insider dealing, or induce another person to engage in insider

dealing.

(b) Any person who intentionally engages or attempts to

engage in insider dealing, or recommends that another person engage

in insider dealing, or induces another person to engage in insider

dealing, shall be guilty of a criminal offence.

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

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

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

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

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

wh e r e a p e r s o n po s s e s s e s i n s i de i n f or m a ti o n an d u s e s th a t

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

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

instruments to which that information relates.

(5) The use of inside information by cancelling or amending an

order concerning a financial instrument to which the information

relates where the order was placed before the person concerned

possessed the inside information shall also be considered to be

insider dealing.

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

another person engage in insider dealing, or inducing another

person to engage in insider dealing, arises where the person

possesses inside information and

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

another person acquire or dispose of financial

instruments to which that information relates, or

induces that person to make such an acquisition or

disposal; or

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

another person cancel or amend an order concerning a

financial instrument to which that information relates,

or induces that person to make such a cancellation or

amendment.

(6A) The use of the recommendations or inducements referred to

in sub-article (6) amount to insider dealing where the person using

the recommendation or inducement knows that it is based upon

inside information.

(7) This article applies to any person who possesses inside

information as a result of

(a) being a member of the administrative, management or

supervisory bodies of the issuer or emission allowance

market participant;

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

emission allowance market participant;

(c) having access to the information through the exercise

of an employment, profession or duties; or

(d) being involved in criminal activities.

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

inside information under circumstances other than those referred to

in su b-art icle (7) where th at person k nows that i t is inside

information.

(9) In relation to auctions of emission allowances or other

auctioned pro duct s based thereon that are held pursuant to

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

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

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

for the account of a third party.

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

the mere fact that a person is or has been in possession of inside

information that that person has used that information and has thus

engaged in insider dealing on the basis of an acquisition or

disposal, where its behaviour qualifies as legitimate behaviour

under Article 9 of the Market Abuse Regulation.

(11) The provisions of this article shall be without prejudice to

any of the provisions of the Market Abuse Regulation.

(1) (a)

A person shall not unlawfully disclose inside

information.

(b) Any person who intentionally and unlawfully

discloses inside information shall be guilty of a criminal offence.

(2) Inciting, aiding or abetting the offence referred to in sub-

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

(3) For the purposes of this article, unlawful disclosure of

inside information arises where a person possesses inside

information and discloses that information to any other person,

except where the disclosure is made in the normal exercise of an

employment, a profession or duties, including where the disclosure

qualifies as a market sounding made in compliance with Article

11(1) to (8) of the Market Abuse Regulation.

(4) This article applies to any person in the situations or

circumstances referred to in article 6(7).

(5) For the purposes of this Act, the onward disclosure of

recommendations or inducements referred to in article 6(6)

amounts to unlawful disclosure of inside information where the

person disclosing the recommendation or inducement knows that it

was based on inside information.

(6) This article shall be applied in accordance with the laws of

the freedom of the press and the freedom of expression.

Without prejudice to any of the provisions of the Market

Abuse Regulation where an issuer or emission allowance market

participant has delayed disclosure of inside information under

Article 17(4) of the Market Abuse Regulation, it shall inform the

competent authority that disclosure of the information was delayed

and shall provide a written explanation of how the conditions set

out in Article 17(4) were met, immediately after the information is

disclosed to the public.

(1) (a) A person shall not engage in or attempt to engage

in market manipulation.

(b) Any person who intentionally engages in or attempts

to engage in market manipulation shall be guilty of a criminal offence.

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

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

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

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

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

comprise the following activities

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

any other behaviour which

(i)

gives false or misleading signals as to the

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

instrument or a related spot commodity contract;

or

(ii)

secures the price of one or several financial

instruments or a related spot commodity contract

at an abnormal or artificial level

Unless the reasons for so doing of the person who

entered into the transactions or issued the orders to

trade are legitimate, and those transactions or orders to

trade are in conformity with accepted market practices

on the trading venue concerned;

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

any other activity or behaviour which affects the price

of one or several financial instruments or a related spot

commodity contract, which employs a fictitious device

or any other form of deception or contrivance;

(c) disseminating information through the media,

including the internet, or by any other means, which

gives false or misleading signals as to the supply of,

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

related spot commodity contract, or secures the price

of one or several financial instruments or a related spot

commodity contract at an abnormal or artificial level,

where the persons who made the dissemination derive

for themselves or for another person an advantage or

profit from the dissemination of the information in

question; or

(d) transmitting false or misleading information or

providing false or misleading inputs or any other

behaviour which manipulates the calculation of a

benchmark.

(5) The provisions of this article shall be without prejudice to

any of the provisions of the Market Abuse Regulation.

Without prejudice to any provisions of the Market Abuse

Regulation, the issuer or emission allowance market participant

shall ensure that the information that is notified in accordance with

Article 19(1) of the Market Abuse Regulation is made public

promptly and no later than three working days after the transaction

in a manner which enables fast access to this information on a non-

discriminatory basis. The issuer or emission allowance market

participant shall use such media as may reasonably be relied upon

for the effective dissemination of information to the public..

(Deleted by Act LIII. 2016.11.).

(Deleted by Act LIII. 2016.12.).

(Deleted by Act LIII. 2016.13.).

(1) Without prejudice to any other functions of the

competent authority under this Act, the Market Abuse Regulation

or any other law, the competent authority shall have the function of

monitoring any trading venue in Malta and of detecting instances of

market abuse.

(2) Where the competent authority suspects that circumstances

may exist to indicate that the conduct of a person amounts to

market abuse, it shall, in terms of its powers under this Act, the Market

Abuse Regulation or any other applicable law, cause an investigation

to be carried out with the purpose of determining whether or not the

said behaviour amounts to market abuse.

(3) A European regulatory authority and an overseas regulatory

authority may request that the competent authority carry an

investigation in Malta and may further request that their officials be

allowed to accompany the officials of the competent authority

during the course of the investigation.

(4) The competent authority may refuse to act on a request

made in pursuance of sub-article (3) namely where -

(a) such an investigation might adversely affect the

sovereignty, security or public policy of Malta, in

particular the fight against terrorism and other serious

crimes or complying with the request is likely to affect

its own investigation, enforcement activities or, where

applicable, a criminal investigation;

(b) judicial proceedings have already been initiated in

respect of the same actions and against the same

person before the Courts of Malta; or

(c) a final judgment has already been delivered by the

Courts of Malta in relation to such person for the same

actions in Malta.

In any of the cases above-mentioned, the competent

authority shall notify the requesting European regulatory authority

or the overseas regulatory authority accordingly, providing

information, as detailed as possible, on those proceedings or

judgment.

(5) Upon receipt of a request in terms of sub-article (3), the

i n ve s t ig a t i o n s h a l l b e s u b j e c t t o t h e o v e r a l l c o n t r o l o f t h e

competent authority and be subject to the provisions of this Act and

the laws of Malta.

(1) Without prejudice to any powers of the competent

authority arising under any other law, in the exercise of its

functions under this Act and, or under the Market Abuse

Regulation, the competent authority shall have the power to have

access to any documentation in any form whatsoever and to receive

a copy of it and to demand the aforesaid documentation from any

person, including

(a) any person who is or was carrying on, or who appears

to be or to have been carrying on a transaction or

activity regulated or prohibited by any of the

provisions of this Act or the Market Abuse Regulation;

(b) any other person who appears to be in possession of

relevant information or documentation; or

(c) any persons who are successively involved in the

transmission of orders or conduct of the operations

concerned, as well as their principals.

(2) The competent authority may, by notice in writing, require

any person referred to in sub-article (1) -

(a) to furnish to the competent authority, at such time and

place and in such form as it may specify, such

documentation as it may require including existing

telephone and existing data traffic records; and

(b) to furnish to the competent authority any aforesaid

documentation verified in such manner as it may

specify.

In both of the above cases, the person addressed shall

comply with the request of the competent authority promptly by

providing the competent authority with any documentation in his

possession.

(3) The competent authority may take copies of any

documentation furnished or provided to it or to which it has access

under this article.

(4) Where the person required to provide documentation under

this article does not have the relevant documentation, he shall be

obliged to promptly disclose to the competent authority where, to

the best of his knowledge, that documentation may be found and

the competent authority may require any person, whether indicated

as aforesaid or not, who appears to it to be in possession of it to

provide such documentation.

(5) Any person requested to provide information by virtue of

sub-article (2), in particular the directors and managers, by

whatever name designated, or any other persons who are or have

been in charge of the operations or activities at issue shall assist

and shall promptly collaborate with the competent authority in

order to enable it to discharge its functions, and shall collate and

transmit without any undue delay such information as the

competent authority may reasonably request from time to time.

(1) Without prejudice to any powers of the competent

authority arising under any other law, in the exercise of its

functions under this Act and, or under the Market Abuse

Regulation, the competent authority shall have the power to

demand information in any form whatsoever and to receive a

written statement of it and to demand by notice in writing the

aforesaid information promptly from any person. In particular, the

competent authority may require any person referred to in article

14(1) -

(a) to furnish to the competent authority, at such time and

place and in such form as it may specify, such

information as it may require;

(b) to furnish to the competent authority any information

in the form of a written statement or any information

verified in such manner as it may specify;

(c) to attend before the competent authority, or before a

person appointed by it as an inspector in terms of

article 16, at such time and place as it may specify, to

answer questions and provide information and

documentation; and

(d) to give the competent authority any assistance which it

may require and which that person is reasonably able

to give.

(2) Any person requested to provide information by virtue of

sub-article (1), in particular the directors and managers, by

whatever name designated, or any other persons who are or have

been in charge of the operations or activities at issue shall assist

and shall promptly collaborate with the competent authority in

order to enable it to discharge its functions, and shall collate and

transmit without any undue delay such information as the

competent authority may reasonably request from time to time.

(3) Where the person required to provide information under

this article does not have the requested or relevant information, he

shall promptly disclose to the competent authority where, to the

best of his knowledge, that information may be found and the

competent authority may require any person, whether indicated as

aforesaid or not, who may be in possession of it to provide such

information.

16.(1)(a) Without prejudice to any powers of the competent

authority arising under any other law, in the exercise

of its powers under this Act and, or under the Market

Abuse Regulation, the competent authority may either

act directly or it may act indirectly by appointing an

inspector or inspectors being any officer or employee

of the competent authority or any other person whom

the competent authority deems competent for this

purpose to investigate and report on the affairs of any

person whose affairs or actions are being investigated

in relation to a possible breach of this Act.

(b) When appointing an inspector 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.

(2) In the exercise of his functions, an inspector upon

producing, if required, evidence of his authority shall have the

power -

(a) to investigate the affairs of any person mentioned in

articles 14 and 15 if he thinks it necessary or expedient

for the purposes of an investigation under this Act;

(b) to exercise all the powers, conferred on the competent

authority by articles 14 and 15;

(c) to carry out on-site inspections and to have reasonable

access and entry to the business premises, offices,

documentation and other information necessary or

expedient for the purposes of an investigation under

this Act;

(d) to enter premises occupied by a person for the purpose

of obtaining there the information or documents

required by the notice in terms of articles 14 or 15, or

otherwise for the purpose of the investigation, and of

exercising any of the powers conferred by the said

articles

Provided that where the inspector has reasonable cause to

believe that if any notice as is referred to in articles 14 or 15 were

served it would not be complied with or that any documents to

w h ic h i t c o u ld r e l a t e w o ul d be r e m o ve d, t a m pe r e d w i t h o r

destroyed, the inspector may enter any premises referred to in sub-

article (2) for the purpose of obtaining there any information or

documents that could have been required under such notice referred

to in articles 14 or 15.

(3)

An inspector appointed in terms of this article shall -

(a) have the power to make interim reports and on the

conclusion of his investigation he shall make a final

report to the competent authority if so directed by the

competent authority; and

(b) be subject to professional secrecy.

(4) Where the competent authority has appointed a person as

inspector under this article, such person shall, for the purposes of

carrying out his functions under his appointment, have all the

powers conferred on the competent authority by this article and a

requirement made by him shall be deemed to be and shall have the

same force and effect as a requirement of the competent authority.

(5) 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

s uc h p o w e r s a s ar e v e s te d i n h i m by l a w i n r e l a t i on to t he

investigation of criminal offences.

(6) In the event that it results that the investigated person may

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

Regulation, the competent authority shall have power to order that

all reasonable expenses incurred as a result of an investigation

pursuant to this article be paid by such person. Any such order

which shall be communicated to the person concerned by a notice

for payment shall

(a) be in writing; and

(b) require the addressed person to pay the expenses of

and incidental to the investigation before the end of

such period being not less than fourteen days from the

date of service of the notice, as may be specified in the

notice

Provided that any person who feels aggrieved by an order

served on him in terms of this sub-article may appeal to the

Tribunal against the decision of the competent authority in

accordance with article 23.

Without prejudice to any other function of the competent

authority under this Act, under the Market Abuse Regulation or any

other law, the competent authority in Malta may request assistance

from a European regulatory authority or an overseas regulatory

authority with regard to on-site inspection.

(1) Without prejudice to any powers of the competent

authority arising under any other law, in the exercise and for the

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

Abuse Regulation and for the better implementation thereof, the

competent authority shall have the power to issue such orders by

notice in writing as it may deem appropriate and any person to

whom the order is given shall comply with and otherwise give

effect to any such order promptly or within the time and in the

manner otherwise stated in the order.

(2) An order by the competent authority under this article may

require anything to be done or be omitted to be done, or impose any

prohibition, restriction or limitation, or any other requirement, and

confer powers, with respect to any transaction or other act, or to

any assets, or to any other thing whatsoever. Without prejudice to

the generality of the aforesaid, an order may

(a) require the cessation of any practice that is contrary to

the provisions of this Act, the Market Abuse

Regulation, any rules and, or regulations issued

thereunder;

(b) require the suspension or discontinuance of trading of

the financial instruments concerned, including in

particular a suspension or discontinuance of trading in

exercise of the powers assigned to the competent

authority by articles 17 and 18 of the Financial

Markets Act;

(c) give effect to a temporary prohibition of professional

activity, in particular in the exercise of the powers

assigned to the competent authority by article 7 of the

Investment Services Act as applicable; and

(d) require the person responsible for the infringement to

desist from a repetition of that conduct;

(e) request for the disgorgement of the profits gained or

losses avoided due to the infringement insofar as they

can be determined;

(f)

contain a public warning which indicates the person

responsible for the infringement and the nature of the

infringement;

(g) require the withdrawal of the authorisation of an

investment firm;

(h) place a temporary ban on the person discharging

managerial responsibilities within an investment firm

or on any other natural person, who is held responsible

for the infringement, from exercising management

functions in investment firms;

(i)

place a permanent ban on the person discharging

managerial responsibilities within an investment firm

or on any other natural person, who is held responsible

for the infringement, from exercising management

functions in investment firms only in the event of

repeated infringements of Article 14 or 15 of the

Market Abuse Regulation;

(j)

place a temporary ban on the person discharging

managerial responsibilities within an investment firm

or on any other natural person, who is held responsible

for the infringement, from exercising management

functions in investment firms;

(k) impose a temporary prohibition on the exercise of

professional activity.

(3) The power to issue orders under this article shall include

the power to vary, alter, add to or withdraw any such order, as well

as the power to issue new or further orders.

(4) Where under any of the provisions of any order issued

pursuant to this article, a person is prohibited from carrying out any

act, he shall be prohibited from doing any such act directly or

i n d i r e c t l y, a n d w h e t h e r p e r s o n a l l y o r t h r o u g h t h e u s e o f

intermediation of another person.

(5) For the better information of the public, where the

competent authority is satisfied that the circumstances so warrant,

it may at any time -

(a) make public any order it has given under any of the

provisions of this article; and, or

(b) issue a public statement regarding any matter falling

within its functions or powers under this Act.

(6) A person who feels aggrieved by an order served on him in

terms of this article may appeal to the Tribunal against the decision

of the competent authority in accordance with article 23.

In the exercise of its powers under this Act and, or the

Market Abuse Regulation, the competent authority may request

information from market participants in relation to commodity

derivatives on related spot markets according to standardised

formats, obtain reports on transactions, and have direct access to

traders’ system.

In the exercise of its powers under this Act and, or the

Market Abuse Regulation, the competent authority must take all

necessary measures to ensure that the public is correctly informed,

inter alia, by correcting false or misleading disclosed information,

including by requiring an issuer or other person who has published

or disseminated false or misleading information to publish a

corrective statement.

In the exercise of its powers under this Act and, or the

Market Abuse Regulation, the competent authority may refer

matters for criminal investigation.

When in the course of an investigation conducted in

accordance with this Act and, or the Market Abuse Regulation, upon

information received from the competent authority, the Attorney

General has reasonable cause to suspect that a person may be

responsible for a breach of this Act and, or the Market Abuse

Regulation, the Attorney General may file an application before the

Criminal Court to request the said Court to issue an Attachment Order

and the provisions of article 35 of the Proceeds of Crime Act shall

apply.

When a person is charged with a breach of any provisions of

this Act and, or of the Market Abuse Regulation and upon receiving a

request from the competent authority, the prosecution may where it

deems it appropriate, request that the Court of Magistrates issue a

freezing order and the provisions of article 36 of the Proceeds of

Crime Act shall apply.

The competent authority shall ensure that the public is

correctly informed by correcting false or misleading disclosed

information, including by requiring an issuer or other person who

has published or disseminated false or misleading information to

publish a corrective statement.

(1) For the purpose of securing compliance with this Act

and the Market Abuse Regulation, the competent authority may

coordinate its efforts and exchange information with and otherwise

collaborate with -

(a) any body or authority formed or established under

Maltese law on matters in respect of which such body

or authority may have a regulatory, supervisory,

judicial or licensing function in terms of law and with

the Registrar of Companies;

(b) any authority, European regulatory authority, overseas

regulatory authority or body carrying out similar or

equivalent functions or which has the responsibility to

monitor the market and to detect, prevent or prosecute

acts related to market abuse; and

(c) any other local or foreign supervisory, enforcement or

judicial authorities whose functions include the

detection, prevention or prosecution of acts related to

market abuse.

(2) The competent authority shall exercise powers by virtue of

this article -

(a) for preventing, investigating or detecting activities

which amount or are likely to amount to market abuse

under Maltese or foreign law;

(b) where the assistance is required by a European

regulatory authority for the purposes of the exercise of

one or more of its regulatory functions under the

Market Abuse Directive, and, or the Market Abuse

Regulation;

(c) where so required within the terms of Malta’s

international commitments; or

(d) where so required within the terms of undertakings

assumed in bilateral or multilateral agreements for the

exchange of information and other forms of

collaboration with overseas regulatory authorities

including a request arising under a memorandum of

understanding concluded with the competent authority.

(3) Upon receipt from a European regulatory authority for the

purpose of carrying out its duties in the investigation and detection

in terms of the Market Abuse Directive, and, or the Market Abuse

Regulation, including a request by the European regulatory

authority for them to accompany officers, employees or other

agents of the competent authority during the course of an

investigation, the competent authority shall immediately take the

necessary measures in order to gather the information required by

the European regulatory authority. If the competent authority is not

able to supply the required information immediately, it shall notify

the requesting European regulatory authority of the reasons.

(4) The competent authority may refuse to act on a request for

information namely where

(a) communication might adversely affect the sovereignty,

security or public policy of Malta, in particular the

fight against terrorism and other serious crimes or

complying with the request is likely to affect its own

investigation, enforcement activities or, where

applicable, a criminal investigation;

(b) judicial proceedings have already been initiated in

respect of the same actions and against the same

persons before the courts of Malta; or

(c) where a final judgment has already been delivered in

relation to such persons for the same actions in Malta.

In any case above-mentioned, the competent authority shall

notify the requesting European regulatory authority accordingly,

providing as detailed information as possible on those proceedings

or the judgment.

(5) Where the competent authority is convinced that acts

contrary to the provisions of the Market Abuse Directive and the

Market Abuse Regulation are being, or have been, carried out on

the territory of another Member State or EEA State, it shall give

notice of that fact to the relevant European regulatory authority in

as specific a manner as possible.

(6) Any person, body or authority receiving information

exchanged pursuant to this article shall be subject the obligation of

professional secrecy. Without prejudice to the obligations to which

they are subject in judicial proceedings under criminal law, when

the relevant person, body or authority receives information

pursuant to this article, it may use it only for the exercise of its

functions within the scope of this Act and in the context of

administrative or judicial proceedings specifically related to the

exercise of those functions

Provided that where the European regulatory authority

communicating information consents thereto, the competent

authority receiving the information may use it for other purposes or

forward it to any other foreign authority.

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

Functioning of the European Union, where a request for

information, co-ordination of efforts or other form of collaboration,

including a request to accompany officials of the European

regulatory authority during the course of an investigation in terms

of the Market Abuse Directive, and, or the Market Abuse

Regulation, made by the competent authority to a European

regulatory authority in terms of this article is not acted upon within

a reasonable time or is rejected, the competent authority may refer

such rejection or absence of action to ESMA within a reasonable

timeframe.

(8)

(a) Notwithstanding any of the provisions of this Act, and

without prejudice to any power under this or any other

law, nothing shall prevent or obstruct the competent

authority from assisting any overseas regulatory

authority, authority, body or other entity as mentioned

i n ar t i c l e 1 7 ( 2 ) o f t h e M a l t a F i n a n c i a l S e r v i c e s

Authority Act for the purpose of carrying out its

functions or duties in matters related to market abuse

(i)

where so required within the terms of Malta’s

international commitments; or

(ii) where so required within the terms of

undertakings assumed in bilateral or multilateral

agreements for the exchange of information and

other forms of collaboration with overseas

regulatory authorities including a request arising

under a memorandum of understanding

concluded with the competent authority.

(b) Upon receipt of a request from any such authority,

body or other entity for the purpose of carrying out its

functions or duties in matters related to market abuse,

the competent authority shall immediately take the

necessary measures in order to gather the information

required by such authority, body or other entity and

may for such purpose exercise any of the powers under

this Act. If the competent authority is not able to

supply the required information immediately, it shall

notify the requesting authority, body or other entity of

the reasons.

(c) Sub-articles (4) and (6) shall apply mutatis mutandis to

this sub-article.

(Deleted by Act LIII. 2016.25.).

For the better carrying out of the provisions of this Act and

to better implement the provisions of the Market Abuse Regulation

and Market Abuse Directive, the competent authority may, from

time to time, issue rules which shall be binding on persons

specified therein.

(1) Without prejudice to the powers, functions and duties

assigned to the competent authority in terms of this Act, the Market

Abuse Regulation or any other applicable law, where the competent

authority is satisfied that a person’s conduct amounts to a breach of

any of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2),

(4), (5) and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6),

(7) and (11) and Article 20(1) of the Market Abuse Regulation, the

competent authority may by notice in writing and without recourse

to a court hearing, take the following administrative sanctions and

measures

(a) an order requiring the person responsible for the

infringement to cease the conduct and to desist from a

repetition of that conduct;

(b) the disgorgement of the profits gained or losses

avoided due to the infringement, insofar as they can be

determined;

(c) a public warning which indicates the person

responsible for the infringement and the nature of the

infringement;

(d) withdrawal or suspension of the authorisation of an

investment firm;

(e) a temporary ban of a person discharging managerial

responsibilities within an investment firm or any other

natural person, who is held responsible for the

infringement, from exercising management functions

in investment firms;

(f)

in the event of repeated infringements of Article 14 or

15 of the Market Abuse Regulation, a permanent ban

of any person discharging managerial responsibilities

within an investment firm or any other natural person

who is held responsible for the infringement, from

exercising management functions in investment firms;

(g) a temporary ban of a person discharging managerial

responsibilities within an investment firm or another

natural person who is held responsible for the

infringement, from dealing on own account;

(h) maximum administrative pecuniary sanctions of at

least three (3) times the amount of the profits gained or

losses avoided because of the infringement, insofar as

those can be determined;

(i)

in respect of a natural person, an administrative

pecuniary sanction which does not exceed

(i)

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

of Articles 14 and 15 of the Market Abuse

Regulation;

(ii) one million euro (€1,000,000) for infringements

of Articles 16 and 17 of the Market Abuse

Regulation; and

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

infringements of Articles 18, 19 and 20 of the

Market Abuse Regulation.

(j)

in respect of legal persons, an administrative

pecuniary sanction which does not exceed

(i)

fifteen million euro (€15,000,000) or 15% of the

total annual turnover of the legal person

according to the last available accounts

approved by the management body for

infringements of Articles 14 and 15 of the

Market Abuse Regulation;

(ii) two million five hundred thousand euro

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

according to the last available accounts

approved by the management body for

infringements of Articles 16 and 17 of the

Market Abuse Regulation;

(iii) one million euro (€1,000,000) for infringements

of Articles 18, 19 and 20 of the Market Abuse

Regulation.

For the purposes of sub-paragraphs (i) and (ii) of paragraph (j), where

the legal person is a parent undertaking or a subsidiary undertaking

which is required to prepare consolidated financial accounts pursuant to

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 accounting directives – Council Directive 86/635/EEC

for banks and Council Directive 91/674/EEC for insurance companies –

according to the last available consolidated accounts approved by the

management body of the ultimate parent undertaking.

(1A) Where the competent authority is satisfied that a person’s

conduct amounts to a breach of any of the provisions of this Act,

regulations or rules issued thereunder other than any of the

provisions thereof which are also regulated by the Market Abuse

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

Market Abuse Regulation not referred to in sub-article (1), the

competent authority may by notice in writing and without recourse

to a court hearing impose on any such natural or legal person an

administrative penalty, consisting of a fine which may not exceed

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

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

(2) A person upon whom a notice is served in terms of sub-

articles (1) and (1A) may apply to the Tribunal to appeal against the

decision of the competent authority in accordance with article 23.

(3) The competent authority may, by means of a public

statement, disclose the name of t he person sanct io ned, the

particular breach of the provision of this Act, regulations or rules

issued thereunder, and the administrative sanction imposed. The

competent authority shall withhold such public disclosure where it

deems that such disclosure would seriously jeopardise the financial

markets or cause disproportionate damage to the parties involved.

(4) Where a notice as referred to in sub-articles (1) and (1A)

has not been appealed or, where such notice has been appealed

within fifteen days of the determination of such appeal, the

administrative sanction as contained in the notice or as varied by

the decision of the Tribunal shall be due to the competent authority

and upon the service of a copy of the notice or the decision as the

case may be, by means of a judicial act on the person indicated in

the notice or decision, the said notice or decision shall constitute an

executive title in favour of the competent authority for all effects

and purposes of Title VII of Part I of Book Second of the Code of

Organization and Civil Procedure.

(5) Where the competent authority has disclosed an administrative

measure or sanction to the public in terms of sub-article (3), it shall

contemporaneously report that fact to ESMA.

(6) The imposition by the competent authority of an

administrative sanction 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 sanction consisting of a fine 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.

(7) The competent authority shall provide ESMA annually with

aggregated information regarding all administrative measures and

sanctions imposed in terms of this Act and any applicable regulations

made thereunder.

When determining the type and level of administrative

sanctions, the competent authority shall take into

account all relevant circumstances, including, where

appropriate

(a) the gravity and duration of the infringement;

(b) the degree of responsibility of the person responsible

for the infringement;

(c) the financial strength of the person responsible for the

infringement, as indicated, for example, by the total

turnover of a legal person or the annual income of a

natural person;

(d) the importance of the profits gained or losses avoided

by the person responsible for the infringement, insofar

as they can be determined;

(e) the level of cooperation of the person responsible for

the infringement with the competent authority, without

prejudice to the need to ensure disgorgement of profits

gained or losses avoided by that person;

(f)

previous infringements by the person responsible for

the infringement; and

(g) measures taken by the person responsible for the

infringement to prevent its repetition.

(1) 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 Act.

(2) An appeal shall lie to the Tribunal against any decision or

action taken by the competent authority with respect to

(a) any administrative sanction imposed under article 22;

or

(b) any order in writing issued in terms of articles 16(6) or

17.

(1) Any person who contravenes or fails to comply with

any of the provisions of article 6, 6A, 8, 14, 15, 16, 17A, 18 or 19

shall be guilty of an offence.

(2) Any person who for the purposes of, or pursuant to, any of

the provisions of this Act or of any rules or regulations made

thereunder, or any condition, obligation, requirement, directive or

order made or given as aforesaid, furnishes information or makes a

statement which he knows to be inaccurate, false or misleading in

any material respect, or recklessly furnishes information or makes a

statement which is inaccurate, false or misleading in any material

respect, shall be guilty of an offence.

(3) Any person who by any statement, promise or forecast

which he knows to be misleading, false or deceptive, or by any

dishonest concealment of material facts, or by the reckless making

(whether dishonest or otherwise) of any statement, promise or

forecast which is misleading, false or deceptive, induces or

attempts to induce another person to enter into or offer to trade in

financial instruments shall be guilty of an offence.

(4) Any person who with intent to avoid detection of the

commission of an offence under this Act removes, destroys,

conceals or fraudulently alters any book, document or other paper,

shall be guilty of an offence.

(5)

(a) A natural person found guilty of an infringement of

PREVENTION OF FINANCIAL MARKETS ABUSE

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

articles 6, 6A, 8, 14, 15, 16 or 17A shall be liable on

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

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

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

or the loss avoided by virtue of the offence, whichever

is the greater, or to imprisonment for a term not

exceeding six years or to both such fine and

imprisonment.

(b) A legal person found guilty of an infringement of sub-

articles (2) to (4) or under the provisions of article 6,

6A, 8, 14, 15, 16 or 17A shall be liable on conviction

to a fine (multa) of not less than five thousand euro

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

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

the loss avoided by virtue of the offence, whichever is

the greater, or to

(i)

exclusion from entitlement to public benefits or

aid;

(ii) temporary or permanent disqualification from

the practice of commercial activities;

(iii) placing under judicial supervision;

(iv) judicial winding-up;

(v) temporary

or

permanent

closure

of

establishments which have been used for

committing the offence,

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

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

(c) Legal persons can be held liable for infringements of

any of the provisions of the Act referred to in

paragraph (b) committed for their benefit by any

person, acting either individually or as part of an organ

of the legal person, and having a leading position

within the legal person based on

(i) a power of representation of the legal person;

(ii) an authority to take decisions on behalf of the

legal person; or

(iii) an authority to exercise control within the legal

person.

(d) Legal persons shall also be held liable where the lack

of supervision or control, by a person referred to in

paragraph (c), has made possible the commission of an

offence referred to in articles 6, 6A and 8 for the

benefit of the legal person by a person under its

authority.

(e) The liability of legal persons under this sub-article

shall not exclude criminal proceedings against natural

persons who are involved as perpetrators, inciters or

accessories in the offences referred to in articles 6, 6A

and 8.

(6) Any person who acts in contravention of an attachment

order mentioned in article 18 shall, on conviction, be liable to a fine

(multa) not exceeding twelve thousand euro (€12,000) o r t o

imprisonment for a period not exceeding twelve months or to both

such fine and imprisonment

Provided that where the offence consists in the payment or

delivery to any person by the garnishee of any moneys or other

movable property attached as provided in article 18(1)(a) or in the

transfer or disposal by the suspect of any movable or immovable

property in contravention of article 18(1)(c), the fine shall always

be at least twice the value of the money or property in question.

(7) Any addressee of an order regarding the freezing of funds

who acts in contravention of a court order mentioned in article 19

shall on conviction, be liable to a fine (multa) not exceeding twelve

thousand euro (€12,000) or to imprisonment for a period not

exceeding twelve months, or to both such fine and imprisonment,

and any act so made in contravention of such court order shall be

null and without effect at law.

(8) A person whose actions are found to amount to market

abuse whether under criminal or administrative proceedings under

this Act shall be liable to pay compensation to any person suffering

a loss from such action in the amount as may be determined by the

Tribunal.

(9) Any person suffering a loss as a consequence of a

transaction in relation to financial instruments, entered into with a

person whose actions have been determined as amounting to market

abuse under this Act, may apply for compensation, payable to him

by the said person, to the Tribunal. On such application, the

Tribunal shall determine the extent to which the applicant suffered

a loss and the applicable amount of compensation which is due to

him

Provided that an action for compensation shall be barred by

the lapse of two years from the date on which the administrative

decision or judgement finding that person liable to pay

compensation has committed market abuse has become final and

conclusive

Provided further that the right to claim compensation under

this sub-article shall not prejudice the rights of the person claiming

compensation under any other law.

(10) There shall be an appeal on questions of law only from a

decision of the Tribunal taken pursuant to this article to the Court

of Appeal (Inferior Jurisdiction).

(11) Where the Tribunal has determined an amount of

compensation to be paid in terms of sub-article (9) and where this

decision has not been appealed or, where such decision has been

appealed within fifteen days of the determination of such appeal,

the compensation as determined in the decision of the Tribunal

shall be due and upon the service of a copy of notice of the decision

by means of a judicial act on the person indicated in the decision,

the decision shall constitute an executive title for all effects and

purposes of Title VII of Part I of Book Second of the Code of

Organization and Civil Procedure.

The provisions of this Act shall apply to the offences which

have been committed

(a) in whole or in part within the Maltese territory, or

(b) by one of its nationals, or

(c) by the offender who is a habitual resident in the

Maltese territory, or

(d) for the benefit of a legal person established in the

Maltese territory.

Reporting of infringements in terms of Article 32 of the

Market Abuse Regulation shall be carried out in accordance with

the Reporting of Infringements Regulations.

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

competent authority, make regulations to better implement the

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

Directive and to better implement the provisions of the Market

Abuse Regulation. Regulations made under this article, and strictly

related to transposition or implementation as aforesaid, may

provide that any provision of this Act or of any other law shall not

apply to matters falling under the regulations, and that in so far as

any of the provisions of the regulations are inconsistent with the

provisions of this Act or of any other law, such provisions in any

such regulations shall prevail.

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

such exemptions or conditions as may be specified therein, may

make different provision for different cases, circumstances or

purposes and may give to the competent authority such powers of

adaptation and revocation of the regulations as may also be so

specified.

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

the competent authority may issue Rules within the meaning of

article 21 for the better carrying out and to better implement the

provisions of the regulations.

(4)

Regulations made under this article may impose

(a) administrative penalties which may not exceed one

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

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

(b) criminal punishments in respect of any offence which

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

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

not exceeding one year, or both such fine and

imprisonment; and

(c) administrative penalties and fines higher than one

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

of any contravention of or failure to comply with any

regulations made under this Act where necessary for

the purpose of transposing or giving effect to any of

the provisions of the Market Abuse Directive or the

Market Abuse Regulation.

(5) Regulations made under this article may also provide for

the assignment of power and authority to the competent authority in

order to enable it to ensure that the provisions of the regulations are

properly implemented.

PART IV

MISCELLANEOUS PROVISIONS

No transaction shall be deemed to be void or voidable by

reason only that it was entered into in contravention of the

provisions of this Act.

Rules and regulations made under this Act and any

amendment or revocation of such rules and regulations, may be

published in the English language only.

No proceedings for an offence under this Act shall be

commenced without the consent of the Attorney General.

Without prejudice to the independence of the judiciary, the

Minister may, where he considers it appropriate, request any

organisation responsible for the training of judges, prosecutors, the

police and the staff of the competent authority that may be in any

way involved in criminal proceedings and investigations, on any

matter provided for in this Act, to provide appropriate training with

respect to the objectives of this Act and of the Market Abuse

Regulation.