Regulations, 2012

L.N. 337 of 2012

COMPANIES ACT

(CAP. 386)

Companies Act (Amendment of Second Schedule) (No. 2)

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) (No. 2) Regulations, 2012, and scope.

these regulations shall be read and construed as one with Part A of the

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

"Part A".

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

the provisions of Directive 2010/73/EU of the European Parliament

and of the Council of 24 November 2010 amending Directives 2003/

71/EC on the prospectus to be published when securities are offered

to the public or admitted to trading and 2004/109/EC on the

harmonisation of transparency requirements in relation to information

about issuers whose securities are admitted to trading on a regulated

market.

In paragraph 1 of Part A for the words, "advertisements Amends

shall also apply.", there shall be substituted the words paragraph

Part A.

"advertisements shall also apply and, in terms of the Prospectus

Directive, the provisions of paragraphs 6 to 19 of this Schedule have

been included for indicative purposes.".

Paragraph 3 of Part A shall be amended as follows

Amends

paragraph 3 of

Part A.

(a)

in sub-paragraph (d) thereof, for the words "shall

contain equivalent information when available.", there shall be

substituted the words "shall contain equivalent information

when available; or"; and

(b) immediately after sub-paragraph (d) thereof, there

shall be added the following new sub-paragraph

"(e) disclosure which relates to information about

the guarantor of the securities being offered where the

guarantor is a Member State or an EEA State.".

Paragraph 5 of Part A shall be amended as follows

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

summary shall, in a brief manner and in non-technical language,

convey the essential characteristics and risks associated with the

issuer, any guarantor and the securities, in the language in which

the prospectus was originally drawn up. The summary shall also

contain a warning that:", there shall be substituted the words,

"The summary shall, in brief and non-technical language,

provide key information in the language in which the prospectus

was originally drawn up. The format and content of the

summary of the prospectus shall provide, in conjunction with

the prospectus, appropriate information about essential elements

of the securities concerned in order to aid investors when

considering whether to invest in such securities. The summary

shall be drawn up in a common format in order to facilitate

comparability of the summaries of similar securities and its

content should convey the key information of the securities

concerned in order to aid investor when considering whether to

invest in such securities. The summary shall also contain a

warning that:";

(b) sub-paragraph (2) thereof shall be re-numbered as

sub-paragraph (3);

(c)

immediately after sub-paragraph (1) thereof, there

shall be added the following new sub-paragraph (2)

"(2) For the purposes of this paragraph "key

information" means essential and appropriately structured

information which is to be provided to investors with a

view to enabling them to understand the nature and the

risks of the issuer, guarantor and the securities that are

being offered to them and, without prejudice to the

provisions of paragraph 5(1)(a) of this Schedule, to decide

which offers of securities to consider further. In the light of

the offer and securities concerned, the key information

shall include the following elements

(a) a short description of the risks

associated with and essential characteristics of

the issuer and any guarantor, including the assets,

liabilities and financial position;

(b) a short description of the risk

associated with and essential characteristics of

the investment in the relevant security, including

any rights attaching to the securities;

(c) general terms of the offer, including

estimated expenses charged to the investors by

the issuer or the offeror;

(d) details of the admission to trading;

(e) reasons for the offer and use of

proceeds."; and

(d) for indent (3)(c) thereof, as re-numbered, there shall

be substituted the following

"(c) If the final terms of the offer are not included

in either the base prospectus or a supplement, the final

terms shall be provided to investors, filed with the

Registrar and communicated by the issuer to the competent

authority of the host Member State or States as soon as

practicable and, if possible, in advance of the beginning of

the public offer. The final terms shall contain only

information that relates to the securities note and shall not

be used to supplement the base prospectus.".

In sub-paragraph (1) of paragraph 21 of Part A, for the Amends

words "after its publication for offers to the public", there shall be paragraph

Part A.

substituted the words "after its approval by the Registrar for offers to

the public".

Paragraph 26 of Part A shall be amended as follows

Amends

paragraph 26 of

Part A.

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

closing of the offer to the public", there shall be substituted the

words "the final closing of the offer to the public, whichever

occurs later,"; and

(b) in sub-paragraph (2) thereof, for the words "before

the expiration of the third working day after the publication of

the supplement.", there shall be substituted the words "within

two working days after the publication of the supplement,

provided that the new factor, mistake or inaccuracy referred to

in paragraph (1) arose before the final closing of the offer to the

public and the delivery of the securities. That period may be

extended by the issuer or the offeror. The final date of the right

of withdrawal shall be stated in the supplement.".

Sub-paragraph (1) of paragraph 27 of Part A shall be Amends

paragraph 27 of

amended as follows

Part A.

(a) in indent (b) thereof, for the words "following that

request or,", there shall be substituted the words "following the

receipt of that request or,"; and

(b) immediately after indent (b) there shall be added the

following new indent

"(c) The Registrar shall also notify the issuer or

the person responsible for drawing up the prospectus of the

certificate of approval at the same time it notifies the

regulatory authority of the host Member State or EEA

State in terms of this paragraph.".

€0.36