Regulations, 2012

L.N. 171 of 2012

COMPANIES ACT

(CAP. 386)

Companies Act (Amendment of Second Schedule)

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

(Amendment of Second Schedule) Regulations, 2012, and these scope.

regulations shall be read and construed as one with the Second

Schedule to the Companies Act, hereinafter referred to as "the Second Cap. 386.

Schedule".

(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).

In paragraph 1 of Part A of the Second Schedule, Amends

immediately after the words "the final terms of the offering.", there paragraph

the Second

shall be added the following new paragraph

Schedule.

"References herein to "ESMA" are references to the

European Securities and Markets Authority established by

Regulation (EU) No 1095/2010 of the European Parliament and

of the Council of 24 November 2010.".

In sub-paragraph (2) of paragraph 23 of Part A of the Amends

Second Schedule, for the words "draft prospectus.", there shall be paragraph

the Second

substituted the words "draft prospectus. The Registrar shall, at the Schedule.

same time, also notify ESMA of such approval, and shall provide

ESMA with a copy of such prospectus.".

In sub-paragraph (1) of paragraph 24 of Part A of the

Second Schedule, for the words "subject to the prior agreement of the

regulatory authority of the other State being obtained.", there shall be

substituted the words "subject to the prior notification to ESMA and

to the agreement of the regulatory authority of the other State being

obtained.".

Paragraph 27 of Part A of the Second Schedule shall be

amended as follows

(a)

in sub-paragraph (1)(a) thereof

(i) for the words "in one or more Member States,

other than Malta or EEA States", there shall be substituted

the words "in one or more Member States or EEA States,

other than Malta"; and

(ii) for the words "provided that the regulatory

authority of each host Member State or EEA State is

notified in accordance with sub-paragraph (1)(b)", there

shall be substituted the words "provided that ESMA and

the regulatory authority of each host Member State or EEA

State are also notified in accordance with sub-paragraph

(1)(b)";

(b) in sub-paragraph (1)(b) thereof, for the words "for

any supplement to the prospectus.", there shall be substituted

the words "for any supplement to the prospectus. The Registrar

shall notify ESMA with such certificate of approval of the

prospectus at the same time as this is notified to the regulatory

authority of the host Member State or EEA State."; and

(c)

immediately after sub-paragraph (3) thereof, there

shall be added the following new sub-paragraph

"(4) The list of certificates of approval of

prospectuses and any supplements thereto, which are

notified to the Registrar in accordance with sub-paragraph

(2), shall be published on a website maintained by the

Registrar and they shall remain on the website for a period

of twelve months.".

€0.18