Recognition of Approved Listing Particulars Regulations, 2004

L.N. 364 of 2004

FINANCIAL MARKETS ACT

(CAP. 345)

Recognition of Approved Listing Particulars Regulations, 2004

IN exercise of the powers conferred by article 49 of the

Financial Markets Act, the Prime Minister and Minister of Finance,

acting on the advice of the Malta Financial Services Authority as the

competent authority for the purposes of this Act, has made the

following regulations:-

(1) The title of these regulations is the Recognition of

Approved Listing Particulars Regulations, 2004.

(2) The objective of these regulations is to implement the

relevant provisions of Directive 2001/34/EC of the European

Parliament and of the Council of the 28 th May, 2001 on the admission

of securities to official stock exchange listing and on information to

be published on those securities, hereinafter referred to as "the

Directive", and these regulations shall be interpreted and applied

accordingly.

In these regulations -

"the Act" means the Financial Markets Act and the words and

expressions used shall have the same meaning as is given to them in

the said Act, unless otherwise defined herein;

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

agreement on the European Economic Area signed at Oporto on the

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

17 th March, 1993 and as amended from time to time;

"foreign authority" means the body or bodies designated by a

Member State or EEA State to approve listing particulars and, or to

carry out related duties in terms of the Directive;

"Listing Authority" means the Malta Financial Services

Authority appointed as Listing Authority for the purposes of the Act;

"listing rules" means rules made by the Listing Authority in

terms of article 13 of the Act;

"Member State" means a Member State of the European

Community;

"public offer prospectus" means a prospectus concerning an

offer of securities to the public drawn up and approved in a Member

State or EEA State in accordance with Directive 89/298/EEC.

(1) Where an application for admissibility to listing in Rules applicable

Malta is made simultaneously with or within a short interval of an to

particulars.

application for admission to listing of the same securities on any

stock exchange or exchanges situated or operating in one or more

Member State or EEA State, including the Member State or EEA

State in which the issuer’s registered office is situated, the listing

particulars shall be drawn up in accordance with the rules of the

Member State or EEA State in which the issuer has its registered

office and shall accordingly be approved by the foreign authorities of

that State.

(2) Where the registered office of the issuer is not situated in

one of the Member States or EEA States where application for

admission is made, the issuer shall be obliged to choose one of those

Member States or EEA States under the laws of which the listing

particulars are to be drawn up and approved.

Listing particulars approved in accordance with regulation Recognition of

3 shall, subject to any translation requirement, be recognized in Malta listing

particulars by

without the need to obtain the approval of the Listing Authority Listing

Authority.

thereto and without requiring that additional information be included

therein

Provided however that the Listing Authority may require

that such listing particulars include supplementary information

specific to the market in Malta concerning in particular the income

tax system, the financial organisations retained to act as paying agents

for the issuer in Malta as well as the way in which notices to investors

are published.

(1) In the case where a partial exemption or a partial Recognition of

derogation has been granted by the Member State or EEA State in partial

exemption or

accordance with the Directive in the approval of the listing derogation.

particulars, the Listing Authority must recognise the listing

particulars

Provided that -

(a)

the partial exemption or partial derogation in

question is of a type as may be recognised in the listing rules;

and

(b) the conditions that justify the partial exemption or

partial derogation also exist in Malta and there are no other

conditions concerning such exemption or derogation which

might lead the Listing Authority to refuse them.

(2) Notwithstanding the provisions of subregulation (1), the

Listing Authority may recognise listing particulars approved by the

foreign authorities within the meaning of regulation 3

notwithstanding that such listing particulars do not fulfil the

conditions laid down in subregulation (1).

(1) The recognition of the listing particulars by the

Listing Authority in accordance with regulations 4 and 5, shall be

subject to the submission of a certificate of approval issued by the

foreign authority of the Member State or EEA State approving the

listing particulars in accordance with regulation 3.

(2) If partial exemption or partial derogation has been granted

by the foreign authority approving the listing particulars pursuant to

the Directive, such certificate shall state the fact and the reasons for

such exemption or derogation.

(3) When the Listing Authority approves listing particulars it

shall, upon request, provide the foreign authorities of the other

Member States or EEA States in which application for listing is made,

with a certificate of approval.

(4) If partial exemption or partial derogation has been granted

by the Listing Authority pursuant to the Directive, such certificate

shall state the fact and the reasons for such exemption or derogation.

Where an issuer submits applications for admission to

listing on stock exchanges situated or operating in two or more

Member States or EEA States, the issuer shall be obliged to

communicate to the foreign authorities in each of the other Member

States or EEA States the draft listing particulars which it intends to

use in that State.

The provisions of regulations 4, 5, 6 and 7 shall only apply

to issuers having their registered address in a Member State or EEA

State.

(1) Where an application for admissibility to listing in

Malta is made to the Listing Authority and the securities which are

the subject of the application have already been the subject of a public

offer prospectus drawn up and approved in another Member State or

EEA State in accordance with articles 7, 8 or 12 of Directive 89/298/

EEC in the three months preceding the application for admissibility in

Malta, the public offer prospectus shall, subject to any translation

requirement, be recognised in Malta as listing particulars without the

need to obtain the approval of the Listing Authority thereto and

without requiring that additional information be included therein

Provided that the Listing Authority may require that such

prospectus includes supplementary information specific to the market

in Malta including information concerning in particular the income

tax system, the financial organisations retained to act as paying agents

for the issuer in Malta as well as the way in which notices to investors

are published.

(2) The provisions of regulations 5, 6, 7 and 8 shall apply to

any public offer prospectus recognised in terms of subregulation (1).

(3) Where any changes affecting the content of the public offer

prospectus have occurred between the time when the public offer

prospectus was adopted and the time when the stock exchange

dealings begin, every significant new factor or development capable

of affecting assessment of the securities arising between such times

shall be included in a supplement to the listing particulars, issued in

accordance with rules made by the Listing Authority.

Where an application for admissibility to listing in Malta Securities

concerns securities giving a right to participate in company capital giving

participate in

company

either immediately or at the end of the maturity period, and

capital.

(a)

the registered office of the issuer of the shares to

which those securities give entitlement is situated in another

Member State or EEA State; and

(b) the issuer’s shares have already been admitted to

listing in that Member State or EEA State,

the Listing Authority may only act after having consulted with the

foreign authority of the Member State or EEA State in which the

registered office of the issuer of the shares in question is situated.

Where an application for admissibility to listing is made in Securities listed

Malta for securities that have been listed in another Member State or in

Member State or

EEA State less than six months previously, the Listing Authority shall EEA State.

contact the foreign authorities which have already admitted the

securities to listing and shall, as far as possible, exempt the issuer of

those securities from the preparation of new listing particulars,

subject to any need for updating, translation or the issue of

supplementary information in accordance with the listing rules

including every significant new factor or development capable of

affecting assessment of the securities arising between the time when

the securities were admitted to listing and the time when the

application for listing in Malta is made.