6 tal-1995 – Regolamenti ta' Eżenzjoni tal-1995 għall-Att dwar Servizzi ta' Investiment

L.N. 6 of 1995

INVESTM ENT SERVICES ACT. 1994

(ACT NO. XIV OF 1994)

IJIvestment Services Act (ExempUoo) R~tioos. 1995

BY VIRTUE of the powers vested in him by paragraph (g) of

subse<:t:ion ( I) of section 12 of the Investmen t Services Act , 1994, the

Minisler ofFinance , acting on the advice of the Malla Financial Services

Ce ntre , has made the following regulations:-

( I) These regulations may be cited as the Investment

Services Act (Exe mption) Regulations, 1995.

(2) These regulalions shall be deemed 10 have come into

force on the 23rd Septembe r, 1994, except such provisio ns thereof

which deal with advertisemen ts which shall come into force on the

coming in to force of section 11 of the Act.

An y reference in these regulations 10 the Act is a refere nce 10

the Investment Services Act , 1994, and the provisions of section 20fthe

Act shal l also apply 10 these regulations.

The fo llowing persons are here by being exempted for the

purposes of the req uirement for a licence for investment services in

telms of section 3 o f the Ad :-

(a)

the CcntT31 Bank or Malta;

(b) the competent aut hority and any person who is

appointed thereby in the course and for the purpose of its

regulatory and supervisory functions;

(c) the Ma lta Stock Exchange and any person who is

appointed thereby in the course and for the purpose of its

regula tory and supervisory fu nctions;

(d) a person who holds a stockbroker's licence issued under

the Stock Exchange Ad , to the extent th at the investment service

provided by such person is th at of deali ng or al'T1lJ\ging deals, in

terms of paragraphs I or 2 of the First Schedule to the Act . in

instruments wh ich are listed on the ~orta ;

(e) a liquidator or a curator in bankruptcy acting in the

course of The liquidation or bankruptcy;

(I) a person who is not a lK:cnce holder under the Act , who

deals as a pri ncipal or as an agent, or arranges deals, or provides

advice, in terms ofparagT3phs I or2 or 5 of th e First Schedule to the

Act , with or foror to a pe rson who is licensed under the Act. orwho

is a bank licensed in terms of the Banking Acts of Malta, or who is

a firm licensed under Ihe Insu ra nce BU$iness Act. or who is an Cop. 2\10.

institution licensed under the Finandal Institutions Act. 1994 , or "'<1 No. XXII

who is a stockbroker who holds a licence under the Stock Exchange 01 19'1>1 .

Act;

(g) a person dealing as principal, in lerms of paragraph I of

the First Schedule 10 the Act , for hisown account as long as he does

not hold himself out as being in the business of buying instruments

with a view to selling them, nor solidts members of the public 10

deal with him on the basis of, or co nsequent to, such

representations;

(h) a person dealing as an agen t in terms of paragraph I of

the FlfSt Schedule to the Act. o r arranging deals in terms of

paragraph 2 of the First Schedule to the Act , or giving advice in

terms of paragraph 5 of the First Schedule to the Act, as long as

such person does not do any of the following

(i) r«e ive, direcdy or indirectly. any remuneration or

other benefit for the service;

(ii) ho ld himself out as providing an investm en t

service; or

(iii)

solidt members of the public to take such services;

(i) a company providing an investment service to another

(X)mpany in the same group, but only if

(i) th e service does not co nsist of acting in any capacity

in relation to a collective investment scheme; and

(ii) the company does not hold itself out as providinga n

investmen t service and it does nOl solidi members of the

public to take such services; and

(iii) the provision of the services is forthe purpose of the

group; and

(iv) the service would not have req uired to be covered

by a licence unde r the Act if it had been provided by the

compan y to which it is provided ;

(j) a company operating a scheme approved by the

competent au thority where the service consists of dealing or

arranging to deal in instruments, in terms of paragraphs 1 or2 0fthe

Fint Schedule to the Act , for its own employees. forme r

em ployees, thei r dependen ts, o r for employees. former employees

or theirdepcndents of co mpanies in the same grou p, in instruments

iss ued by th e com pany or other companies in the grou p ;

(k) a person arranging deals or giving advice, in terms of

paragraphs 2 or 5 of the First Schedule to the Act, in the course of

lawfully carrying on the profession of advocate, cenified public

accountant or certified public accountant and auditor but only if

(i) the arranging of deals or giving of advice is limite d to

what is necessary in the course of carrying on that profession

and excludes anything which induces or is intended to induce a

dienl to acquire . continue to hold, or to dispose of an

instrument; and

(ii) the person arranging th e deal or giving advice is not

remunerated additionally for providing the investment

service, does not hold himself oul as providing an investment

service, and does not so licit members of the public 10 take such

serviceS;

(I) a person arranging deals or giving advice in terms of

paragraphs 2 or 5 of the First Schedule to the Act, in the course of

lawfully carrying on the profession of certified public accountant or

certified public accountant and auditor, but only where the

transaction or advice relates to an acquisition or a disposal or a

subscription or a scheme or an arrangement in respecl of

instruments in a private company which is nOI a collective

investment scheme;

(m) a person dealing as an agent in tenns of paragraph I of

the First Schedule to the Act, in the course of lawfully carrying on

the profession of advocate, certified public accountant or certified

public accounlant and auditor but only if

(I) the transaction is in respect of instruments in a

private company which is not a collective investment scheme;

"d

(ii) no advice is given and no discretion is exercised in

respect of the transaction;

(n) a person resi dent outside Malta providing management

or administration services in tenns of paragraph 3 of the First

Schedule to the Act 10 a collective investment scheme licensed

under the ACI where the competent authority is satisfied that such

person is of sufficient standing and repute;

(0) a person giving advice , in terms of paragraph 5 of th e

First Schedule to the Act, in the course of expressing an opinion or

view in a newspaper, journal, maga:.cine or other periodical

publication, or television or radio broadcast, made, distributed, or

received in or from Malta, hut only if

the opinion or view is not directed at particular

(i)

instruments; and

(ii) no person involved in the making o r distributio n of

the publication or broadcast stands to receive any

remuneration or other benefit, directly or indirectly. as a

result of anyone acting on the advice; and

(m) the opinion or view is not, and is not part of, an

advertisement o r promOlion requiring approval under section

11 of the Act;

(p) a person who acts as a registrar of a company's me mbers

or debenture: holders, in terms of paragraph 3 of the First Schedule

to the Act,lls required bYlhe Commercial PanncrshipsOrdinance, Cap. 168.

except where the company concerned is a collective: investment

scheme.

The following collective investment schemes are hereby being

exempted for the pUrpClSesof the requi re ment fora licence forcoll ective ioo'LZlibtnC

investment schemes in terms of section 4 of the Act

(a) a scheme involving participants, each of which ca rrieson

a business other th an that which constitutes an investment service

and enters into the arrangement for commercial purposes related

to that business;

(b) a scheme which operates according to the principle of

risk spread ing or in respect of which the contributions of the

panicipants and the profits or income o ut of which payments are to

be ma de to them a re !X'Oled, but only if the general purpose: of th e

scheme is commercial and not for investment purposes;

(c) a coJlective investment scheme which the competent

authority is satisfied is essentially private in nature and purpose;

(d) 11 scheme approved by the competen t authority operated

by a company for its own .e mployees, former employees and their

dependents, or for employees, fa nne r employees, or their

dependents , of companies in the same group, in instrumen ts issued

by a company or companies within th at group.

S. The followi ng adve rtisements are hereby being exempted for El ., ,.

the purposes of req uiring consen t in terms of section I1 of the Act

(a) advertisemen ts included in a publication published and

circulated principally outside Malta. or in a sound or television

broadcast tra ns mitted principally fo r reception outside Malta

un less the advertisement is directed to persons in Malta , or is

otherwise intended to be made available to persons in Malta, unless

such advenisements are specifically prohibited by the competent

authority ;

(b) advertisements, in the form of prospectuses, approved

by the Bona relating [0 instruments listed or 10 be listed on the

Bom. but only if such instruments are not unils in a collective

investment scheme;

(c) advertisements issued by exempted persons, but only if

they relate to maners in respect of which they are exempted.

(a) For the purposes of the cl(cmptions in paragraphs (i) and

Dawn ir-reklami li t ejjin qcghdin b'dan jigu eienlali gI'Iall-

ghanijiel lal. htiega la' kunsens skond I·arlikolu 11 la' I-At!

(a) felt lam i in kl uti fpu bblikanjoni pu bblikatl U ti rkolata

printipalmenl barr. minn Maha, jtW fundira radjofonikl jcw

televiZiva pri ntipalmenl imxandra biex liti ritevuta banl minn

Malta kernm-il darba iT-reklam ma jkuru: indirizzat lejn pcBuni

tewwa Malla , jew ikun mod ichor mal'lsub 1i jitwassallil pcnuni

iewwa Malla , kemm-il darba dawk ir-rekl ami rna jkunUl(

spctifihmcnl projbili mill -awtorit~ kompclcnli

(b) feltlami , fiI-ghamla la' kull lip ta' prospen , approvati

mill-Bow li jkollhom x'jaqsmu ma' slrumcnli c!enltali jcw li jkunu

seT jt! u eieDk"j m-Sorta, lida biss jckk dawk I-imumenti rna

jkunux unilajicl fi skem. la' inveSliment kolltttlv ;

(t) rc1dami mahruga minn persuni dentatl , itda biu jckk

dawn ikollbom x'jaqsmu ma' hwejjei It dwarhorn iku nu de ntali.

• • (.) Ghall-ghanijiet la' l-etcnzjonijict fiI .paragrafi (I) u (j) tar· !'..'!:~~.

regolamenl 3 ta' dawn ir. regola menli , u la' I-de nzjoni fil· paragrafu (d) "-....'

tar-regolamen t 4 ta' dawn ir-regolamenti, il-fraii kfi M an 1-i$less

gruppk, g,I'Iar-rigward la-xi Itumpannija _ trlSSC'r kull korp iuridiku lijltUD

5ussidjarju jew kumpannija parent la' dik il-kumpannija, jew sussidjarju

lal· kumpannija parel1l ta ' dik il-kumpannija , u l-frati kkumpannlja

parent" Ifi5$Cr kumpann ijJo li

(I) jkollha I-maggoranza ta l-jeddijiel la' Yotazzjoni la)-

mcmbri rimprita ohra (wssidjarja); jew

(Ii) jkollha jcdd lal'llar jew Incl'll'li mu U oranza tal·me mbri

lal-ba rd ta ' diretturi jcw pcrsuni fdali bl· am minisuu:zjoni ta'

imprita ohra (sussidjarja) u (l· isless hin Ikun mcmbru la' dik I-

imprita.

(b) Gl'lall-ghanijiel ta' I'etcnzjonijiel li hc:mm fil . paragrafi

(1) u (m) lar-regolament 3 1a' dawn ir-re gola mc:nli , il-fraii " kumpannija

privataM ahandha I-lifsira lilha moghtija (l-Ordlnanza dwar SlXjelajiel

Ku mmertjali.

(j) of regulation 3 of these regulations, and of the exemption in

paragraph (d) of regulation 40fthese regulations, thecxpression "in the

same group", in relation to any company, means any body oorporate

which is that company's subsidiary or parent company, o r a subsidiary of

Ih at company's parent company, and the clltpression "parent company"

means a company which

(i) has a majority of the members' voting rights in anOlher

undenaking (a subsidiary); or

(ii) has the right to appoint or remove a majority of the

membe rs of the board of directors or persons entrusted with the

admin istration of anothe r undenaking (a subsidiary) and is at the

same time a member of that undenaking.

(b) For the purposes of the exemptions in paragraphs (I) and

(m) of regulation 3 of these regu lations, the expression "priva te

compa ny" has the meaning given to it in the Commercial Pannerships

Ordinance.

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