Companies Act (The Prospectus) Regulations, 2005

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 17,846, 25 ta’ Novembru, 2005

L.N. 389 of 2005

COMPANIES ACT

(CAP. 386)

Companies Act (The Prospectus) Regulations, 2005

IN exercise of the powers conferred by Article 425(1)(l) of the

Companies Act, the Prime Minister and Minister of Finance, has made

the following regulations>-

(1) The title of these regulations is the Companies Act (The Title and

commencement.

Prospectus) Regulations, 2005.

(2) These regulations shall come into force immediately

upon publication provided however that where any of the provisions

thereof relate to offers of securities and to prospectuses delivered or

given to or served on the Registrar on or after the 15 th December, 2005,

such provisions shall come into force on the 15 th December, 2005.

Any reference in these regulations to “the Act” is a reference Interpretation.

to the Companies Act.

For the purposes of implementing the relevant provisions of Central Competent

Administrative

the Prospectus Directive, the “central competent administrative Authority.

authority” within the meaning of this Directive responsible for carrying

out the obligations provided for therein shall be the Malta Financial

Services Authority established by the Malta Financial Services Authority Cap. 330.

Act, acting through the Registrar.

Without prejudice to the powers of the Registrar under the Powers of the

Registrar.

Act and to better implement the provisions of the Prospectus Directive,

the Registrar shall have the power to>

(a) require the inclusion in the prospectus of supplementary

information necessary for investor protection as the Registrar may

specify<

(b) require issuers or offerors or persons that control them

or are controlled by them to provide specified information and

documents<

(c) require auditors and managers of the issuer or offeror as

well as any financial intermediaries involved in the offer to the

public to provide specified information<

(d) suspend an offer to the public for a period not exceeding

ten working days or prohibit or suspend advertisements up to the

said maximum period if the Registrar has reasonable grounds for

suspecting that a provision of these regulations have been infringed<

(e) prohibit an offer to the public if the provisions of these

regulations have been infringed or if the Registrar has reasonable

grounds for suspecting that they would be infringed< and

(f) make public the fact that an issuer or offeror is failing to

comply with his obligations under any provision of the Act and

may disclose measures or sanctions imposed on any person

responsible for the issue, circulation or distribution of a prospectus,

unless such disclosure would cause disproportionate damage to

the persons involved.

(1) Any type of advertisements relating to an offer to the

public of securities shall satisfy the following requirements>

(a) advertisements shall be clearly recognisable as such. The

information contained in the advertisement shall not be inaccurate

or misleading. This information shall also be consistent with the

information contained in the prospectus, if already published, or

with the information required to be in the prospectus, if the

prospectus is to be published afterwards<

(b) an advertisement shall contain a statement that a

prospectus has been or will be published and the addresses and

times at which copies of the prospectus are or will be available to

the public< and

(c) all information concerning the offer to the public

disclosed in an oral or written form, even if not for advertising

purposes, shall be consistent with that contained in the prospectus.

(2)

Any advertisement or other document issued for the

purpose of publicising an offer to the public shall require the consent of

the Registrar prior to its publication.

(3) When no prospectus is required, material information

provided by an issuer or an offeror and addressed to qualified investors

or special categories of investors, including information disclosed in

the context of meetings relating to offers of securities, shall be disclosed

to all qualified investors or special categories of investors to whom the

offer is exclusively addressed. Where a prospectus is required to be

published, such information shall be included in the prospectus or in a

supplement to the prospectus in accordance with paragraph 26 of Part

A of the Second Schedule to the Act.

Any decision taken by the Registrar in respect of any matter Right of Appeal.

concerning the prospectus or an offer to the public, shall be subject to a

right to appeal to the Financial Services Tribunal within the meaning of

the Malta Financial Services Authority Act, as if a decision of the Cap. 330.

Registrar were a decision of the Authority, and the provisions of article

21 thereof shall apply mutatis mutandis.

The Registrar shall cooperate with other regulatory authorities Cooperation with

other regulatory

for the purpose of assisting them in carrying out their duties and making authorities.

use of their powers, particularly for the following purposes>

(1) exchange of information and cooperation when an issuer

has more than one home regulatory authority<

(2) transfer of the approval of a prospectus to the regulatory

authority of another Member State or EEA State.

(1) Where Malta is the host Member State and the Registrar Precautionary

Measures.

finds that irregularities have been committed by the issuer or offeror or

by the financial institutions in charge of the offer to the public, he shall

refer those findings to the regulatory authority of the home Member

State or EEA State.

(2) If measures taken by the regulatory authority of the home

Member State or EEA State do not prevent the issuer or offeror or the

financial institutions in charge of the offer to the public, from breaching

the relevant provisions of this Act or these regulations, the Registrar

shall, after informing the regulatory authority of the home Member State

or EEA State, take any appropriate measures in order to protect investors.

(1) The objective of these regulations is partly to implement Interpretation.

the relevant provisions of the Prospectus Directive and shall be

interpreted and applied accordingly.

(2) In the event that any of these regulations conflict with

the provisions of the Prospectus Directive, the latter shall prevail.

Mitbug[ fl-Istamperija tal-Gvern — Printed at the Government Printing Press