Companies Act (The Prospectus) (Amendment) Regulations, 2012

Suppliment tal-Gazzetta tal-Gvern ta’ Malta Nru. 18,902, 17 ta’ April, 2012

L.N. 118 of 2012

COMPANIES ACT

(CAP. 386)

Companies Act (The Prospectus) (Amendment) Regulations, 2012

IN exercise of the powers conferred by sub-article (1) of article

425 of the Companies Act, the Minister of Finance, the Economy and

Investment, has made the following regulations

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

(The Prospectus) (Amendment) Regulations, 2012, and these scope.

regulations shall be read and construed as one with the Companies S.L. 386.11

Act (The Prospectus) (Amendment) Regulations, hereinafter referred

to as "the principal regulations".

(2) The objective of these regulations is, in part, to implement

Article 5 of Directive 2010/78/EU of the European Parliament and of

the Council of 24 November 2010 amending Directives 98/26/EC,

2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC,

2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC and 2009/65/

EC in respect of the powers of the European Supervisory Authority

(European Banking Authority), the European Supervisory Authority

(European Insurance and Occupational Pensions Authority) and the

European Supervisory Authority (European Securities and Markets

Authority).

Regulation 2 of the principal regulations shall be Amends

regulation 2 of

substituted by the following

the principal

regulations.

" Interpretation.

2. Any reference in these regulations to

"the Act" is a reference to the Companies

Act;

"ESMA" is a reference to the European

Securities and Markets Authority established

by Regulation (EU) No 1095/2010;

"ESRB" is a reference to 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; and

"Regulation (EU) No 1095/2010" is a

reference to 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.".

Regulation 7 of the principal regulations shall be amended

as follows

(a)

the marginal note thereof shall be substituted by the

following

"Cooperation with other regulatory authorities and

ESMA."; and

(b) the present regulation shall be renumbered as sub-

regulation (1) thereof, and immediately after sub-regulation (1),

as renumbered, there shall be added the following new sub-

regulation

"(2) The Registrar may refer to ESMA any case

where a request for cooperation, in particular a request to

exchange information, has been rejected or has not been

acted upon within a reasonable time.".

Regulations 8 and 9 of the principal regulations shall be

renumbered as regulations 9 and 10 respectively, and immediately

after regulation 7 of the principal regulations, there shall be added the

following new regulation

" Obligation of

(1) The obligation of professional

secrecy shall not prevent the Registrar from

professional

secrecy.

exchanging confidential information or from

transmitting confidential information to other

regulatory authorities, to ESMA or to the

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.

(2) Information exchanged between the

Registrar and ESMA or the ESRB shall be

covered by the obligation of professional

secrecy, to which the persons, employed or

formerly employed by the Malta Financial

Services Authority established by the Malta

Financial Services Authority Act, acting

t h r o u g h t h e R e g i s t r a r, r e c e i v i n g t h e

information are subject.".

5. Regulation 9 of the principal regulations, as renumbered, Amends

regulation 9 of

shall be amended as follows

the principal

regulations.

(a)

in sub-regulation (1) thereof, for the words "he shall

refer those findings to the regulatory authority of the home

Member State or EEA State", there shall be substituted the

words "he shall refer those findings to the regulatory authority

of the home Member State or EEA State and to ESMA"; and

(b) in sub-regulation (2) thereof, for the words "after

informing the regulatory authority of the home Member State or

EEA State", there shall be substituted the words "after

informing the regulatory authority of the home Member State or

EEA State and after informing ESMA at the earliest

opportunity".

€0.18