Financial Markets (Fees) Regulations, 2024

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 21,366, 24 ta’ Diċembru, 2024

L.N. 367 of 2024

FINANCIAL MARKETS ACT

(CAP. 345)

INVESTMENT SERVICES ACT

(CAP. 370)

Financial Markets (Fees) Regulations, 2024

IN EXERCISE of the powers conferred by articles 3, 30 and

31H of the Financial Markets Act and by article 12 of the Investment

Services Act, the Minister responsible for the regulation of Financial

Services, acting on the advice of the Malta Financial Services

Authority, has made the following regulations:-

(1)

The title of these regulations is the Financial Citation,

commencement

Markets (Fees) Regulations, 2024.

and

applicability.

These regulations shall come into force on the 1 st January

(2)

2025. (3) These regulations shall apply to fees falling due on, or

after the coming into force of these regulations.

(regulations 3, 4, 5, 6 and 7)

Application Fee

Fees falling

Fees falling

Fees falling

due in 2027

due in 2025

due in 2026

and thereafter

(€)

(€)

(€)

Regulated market

45,000

60,000

75,000

Central securities depository

19,000

22,500

26,500

Central securities depository

also providing banking-type

ancillary services within the

49,000

52,500

56,500

meaning of Section C of the

Annex to the CSDR

Multilateral trading facility

37,500

52,500

67,500

Organised trading facility

37,500

52,500

67,500

(1)

In these regulations, unless the context otherwise Interpretation.

requires:-

"Act" means the Financial Markets Act;

"binding legal instrument" means any directly applicable

measures, including but not limited to, any implementing

technical standards, regulatory technical standards or similar

measures, issued under European Union legislation;

"Capital Markets Rules" means the Capital Markets Rules

issued by the competent authority in accordance with article 13

of the Act;

"competent authority" means the Malta Financial Services

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

Act;

"CSDR" means Regulation (EU) No. 909/2014 of the

European Parliament and of the Council of the 23 July 2014 on

improving securities settlement in the European Union and on

central securities depositories and amending Directives 98/26/

EC and 2014/65/EU and Regulation (EU) No. 236/2012, as may

be amended from time to time, and any binding legal

instruments, guidelines and other measures that have been or

may be issued thereunder;

"debt securities" means securities which create or

acknowledge indebtedness;

"equity securities" means shares and other securities

equivalent to shares in companies, as well as any other type of

securities giving the right to acquire any of the aforementioned

securities as a consequence of their being converted or the rights

conferred by them being exercised, provided that securities of the

latter type are issued by the issuer of the underlying shares or by

an entity belonging to the group of the said issuer;

"ISIN" means the international securities identification

number assigned to a security;

"issuer" means any legal entity which issues or proposes to

issue securities;

"market capitalisation" means the aggregate market value

of the securities traded on the trading venue, represented in euro

or euro equivalent amount, at the time when the annual

supervisory fee is due in accordance with these regulations;

"Prospectus Regulation" means Regulation (EU) No. 2017/

1129 of the European Parliament and of the Council of 14 June

2017 on the prospectus to be published when securities are

offered to the public or admitted to trading on a regulated

market, and repealing Directive 2003/71/EC, as may be

amended from time to time, and any binding legal instruments,

guidelines and other measures that have been or may be issued

thereunder.

(2) Words and expressions used in these regulations which are

defined in the Financial Markets Act or in the Investment Services

Act, but which are not herein defined shall have the same meaning as

assigned to them in the respective Acts, as applicable.

(regulations 3, 4, 5, 6 and 7)

Annual Supervisory Fee

Fees falling

Fees falling

Fees falling

due in 2027

due in 2025

due in 2026

and thereafter

(€)

(€)

(€)

Regulated market with market

capitalisation

from €nil to €5 billion

60,000

80,000

100,000

over €5 billion up to €10

80,000

100,000

120,000

billion

over €10 billion up to €25

100,000

120,000

140,000

billion

over €25 billion up to €50

120,000

140,000

160,000

billion

over €50 billion

140,000

160,000

180,000

Central securities depository

25,000

30,000

35,000

Central securities depository

also providing banking-type

ancillary services within the

85,000

90,000

95,000

meaning of Section C of the

Annex to the CSDR

Multilateral trading facility

with market capitalisation

from €nil to €5 billion

50,000

70,000

90,000

over €5 billion up to €10

70,000

90,000

110,000

billion

over €10 billion up to €25

90,000

110,000

130,000

billion

over €25 billion up to €50

110,000

130,000

150,000

billion

over €50 billion

130,000

150,000

170,000

Organised trading facility with

market capitalisation

from €nil to €5 billion

50,000

70,000

90,000

over €5 billion up to €10

70,000

90,000

110,000

billion

over €10 billion up to €25

90,000

110,000

130,000

billion

over €25 billion up to €50

110,000

130,000

150,000

billion

over €50 billion

130,000

150,000

170,000

(1) A body corporate or unincorporate that intends to

provide the services of a regulated market in or from Malta shall,

upon submission of an application to the competent authority for

authorisation in accordance with article 4 of the Act, pay to the

competent authority an application fee as established in the First

Schedule, as applicable, with respect to such application.

(2) A regulated market authorised in accordance with article 4

of the Act shall, subject to the provisions of sub-regulation (4), pay to

the competent authority an annual supervisory fee as established in

the Second Schedule, as applicable.

(3) Notwithstanding the provisions of sub-regulation (2), the

first annual supervisory fee due to the competent authority shall be

the annual supervisory fee established in the Second Schedule, as

applicable, prorated according to the period remaining between the

date when the regulated market is granted an authorisation in

accordance with article 4 of the Act and the end of the calendar year

in which such authorisation was granted.

(4) The first annual supervisory fee due in accordance with

sub-regulation (3) shall be paid to the competent authority on the

date when the regulated market is granted an authorisation under

the Act, and every annual supervisory fee following the first annual

supervisory fee which is due in accordance with sub-regulation (2)

shall be paid to the competent authority on the 1st January of each

calendar year.

(regulation 8)

Prospectus Fees

Document

Article 6 of the Prospectus Regulation

Registration document

Article 9 of the Prospectus Regulation

Universal

registration

document

Article 18 of the Prospectus Regulation Registration document

for secondary issuances

Article 15 of the Prospectus Regulation Registration document

for

EU

growth

prospectus

Article 6 of the Prospectus Regulation Securities note

Article 18 of the Prospectus Regulation Securities

note

for

secondary issuances

Article 15 of the Prospectus Regulation Securities note for EU

growth prospectus

Article 6 of the Prospectus Regulation / Prospectus/

Article 8 of the Prospectus Regulation Base prospectus

Article 18 of the Prospectus Regulation Prospectus/Base

prospectus

for

secondary issuances

Article 15 of the Prospectus Regulation EU growth prospectus/

Base prospectus

Article 23 of the Prospectus Regulation Supplement

Full valuation report

immovables

Chapter 7 of the Capital Markets Rules

Full valuation report

movables

Full valuation report

other (shares, intangible

assets, etc.)

Condensed

valuation

report

Article 8 of the Prospectus Regulation

Final terms filing fee

Listing Fees

Securities to be listed

Fee (€)

Equity securities

15,000

Collective investment schemes

€0.45

(1)

A person that intends to establish and operate a Fees in relation

central securities depository in Malta or to provide, or hold itself out to

securities

to be providing, the service of a central securities depository in or depositories.

from Malta shall, upon submission of an application to the competent

authority for authorisation in accordance with article 24 of the Act,

pay to the competent authority an application fee as established in the

First Schedule, as applicable, with respect to such application.

(2) A central securities depository authorised in accordance

with article 25 of the Act shall, subject to the provisions of sub-

regulation (4), pay to the competent authority an annual supervisory

fee as established in the Second Schedule, as applicable.

(3) Notwithstanding the provisions of sub-regulation (2), the

first annual supervisory fee due to the competent authority shall be

the annual supervisory fee established in the Second Schedule, as

applicable, prorated according to the period remaining between the

date when the central securities depository is granted an authorisation

in accordance with article 25 of the Act and the end of the calendar

year in which such authorisation was granted.

(4) The first annual supervisory fee due in accordance with

sub-regulation (3) shall be paid to the competent authority on the

date when the central securities depository is granted an

authorisation under the Act, and every annual supervisory fee

following the first annual supervisory fee which is due in accordance

with sub-regulation (2) shall be paid to the competent authority on the

1st January of each calendar year.

(1)

A person that intends to provide, or hold himself

out as providing, the investment service set out in item 9 of the First

Schedule to the Investment Services Act shall, upon submission of an

application to the competent authority for a licence in accordance

with article 5 of the Investment Services Act, pay to the competent

authority an application fee as established in the First Schedule, as

applicable, with respect to such application.

(2) A multilateral trading facility licensed in accordance with

article 5 of the Investment Services Act shall, subject to the

provisions of sub-regulation (4), pay to the competent authority an

annual supervisory fee as established in the Second Schedule, as

applicable.

(3) Notwithstanding the provisions of sub-regulation (2), the

first annual supervisory fee due to the competent authority shall be

the annual supervisory fee established in the Second Schedule, as

applicable, prorated according to the period remaining between the

date when the multilateral trading facility is granted a licence in

accordance with article 5 of the Investment Services Act and the end

of the calendar year in which such licence was granted.

(4) The first annual supervisory fee due in accordance with

sub-regulation (3) shall be paid to the competent authority on the date

when the multilateral trading facility is granted a licence under the

Investment Services Act, and every annual supervisory fee following

the first annual supervisory fee which is due in accordance with sub-

regulation (2) shall be paid to the competent authority on the 1st

January of each calendar year.

(1)

A person that intends to provide, or hold himself

out as providing, the investment service set out in item 11 of the First

Schedule of the Investment Services Act shall, upon submission of an

application to the competent authority for a licence in accordance

with article 5 of the Investment Services Act, pay to the competent

authority an application fee as established in the First Schedule, as

applicable, with respect to such application.

(2) An organised trading facility licensed in accordance with

article 5 of the Investment Services Act shall, subject to the

provisions of sub-regulation (4), pay to the competent authority an

annual supervisory fee as established in the Second Schedule, as

applicable.

(3) Notwithstanding the provisions of sub-regulation (2), the

first annual supervisory fee due to the competent authority shall be

the annual supervisory fee established in the Second Schedule, as

applicable, prorated according to the period remaining between the

date when the organised trading facility is granted a licence in

accordance with article 5 of the Investment Services Act and the end

of the calendar year in which such licence was granted.

(4) The first annual supervisory fee due in accordance with

sub-regulation (3) shall be paid to the competent authority on the date

when the organised trading facility is granted a licence under the

Investment Services Act, and every annual supervisory fee following

the first annual supervisory fee which is due in accordance with sub-

regulation (2) shall be paid to the competent authority on the 1st

January of each calendar year.

(1)

Notwithstanding the provisions of these Fees in relation

regulations, where a person submits an application to the competent to

licences and, or

authority for two (2) or more licences and, or authorisations in authorisations.

accordance with the relevant provisions referred to in these

regulations, the application fee due by such person in accordance with

these regulations with respect to every such licence and, or

authorisation being applied for, other than the highest of the said

application fees, shall be reduced by twenty five per cent (25%).

(2) Where a person licensed or authorised in accordance with

the relevant provisions referred to in these regulations subsequently

applies to the competent authority for an additional licence and, or

authorisation in accordance with the relevant provisions referred to in

these regulations, the application fee due by such person in

accordance with these regulations with respect to every such licence

and, or authorisation being applied for shall be reduced by twenty five

per cent (25%).

(3) Notwithstanding the provisions of these regulations, where

a person holds more than one (1) licence or authorisation, the annual

supervisory fees due by such person in accordance with these

regulations with respect to every licence and, or authorisation held,

other than the highest of the said annual supervisory fees, shall be

reduced to seventy five per cent (75%) of the relevant annual

supervisory fees established in the Second Schedule, as applicable.

(4) For the purposes of this regulation

(a)

"authorisation" means an authorisation required by

regulated markets and central securities depositories in

accordance with articles 4 and 24 of the Act respectively;

(b)

"authorised" means authorised as a regulated

market or central securities depository in accordance with

article 5 or 25 of the Act, as applicable;

(c)

"licence" means a licence required by a person, in

accordance with article 3 of the Investment Services Act, to

provide, or hold himself out as providing, the investment

service set out in item 9 or that set out in item 11 of the First

Schedule of the said Act; and

(d)

"licensed" means licensed as an investment service

licence holder, in accordance with article 5 of the Investment

Services Act, to provide, or hold himself out as providing, the

investment service set out in item 9 or that set out in item 11 of

the First Schedule of the said Act.

A person applying to the competent authority for the

approval of a prospectus and, or the admissibility to listing of

securities on a local regulated market shall, upon submission of an

application to the competent authority for approval or admissibility in

accordance with article 15 of the Act, pay to the competent authority

the fees established in the Third Schedule, as applicable

Provided that the fee due in accordance with this

regulation with respect to every debt security assigned an ISIN,

including Malta Government stocks, shall be the following

(a)

where the market capitalisation of a debt security is

up to twelve million and five hundred thousand euro

(€12,500,000), thirteen thousand euro (€13,000);

(b)

where the market capitalisation of a debt security is

more than twelve million and five hundred thousand euro

(€12,500,000) but less than fifty million euro (€50,000,000)

(i) ten thousand euro (€10,000) for the first

twelve million and five hundred thousand euro

(€12,500,000) in market capitalisation; and

(ii) three thousand euro (€3,000) for every

additional two million and five hundred thousand euro

(€2,500,000) in market capitalisation or part thereof;

(c)

where the market capitalisation of a debt security is

more than fifty million euro (€50,000,000)

(i) fifty five thousand euro (€55,000) for the first

fifty million euro (€50,000,000) in market capitalisation;

and

(ii) two thousand and five hundred euro (€2,500)

for every additional two million and five hundred thousand

euro (€2,500,000) in market capitalisation or part thereof

Provided further that, in any case, the aggregate of

the amounts referred to in sub-paragraphs (i) and (ii) of

paragraph (c) of the first proviso shall not exceed one hundred

thousand euro (€100,000).

(1)

The fees established and due in terms of these Non-refundable

or prorated fees.

regulations shall not be refundable.

(2) Without prejudice to the provisions of regulations 3(3),

4(3), 5(3) and 6(3), the fees established and due in terms of these

regulations shall not be prorated.

(1)

The Regulated Markets and Central Securities Repeal and

Depositories (Fees) Regulations are hereby being repealed without saving.

prejudice to anything done or omitted to be done thereunder.

(2) These regulations shall not be deemed to affect the liability

in respect of any fees due under the Regulated Markets and Central

Securities Depositories (Fees) Regulations, prior to the coming into

force of these regulations.