Financial Markets Act (Sponsors) Regulations, 2025

Suppliment tal-Gazzetta tal-Gvern ta’ Malta, Nru. 21,564, 26 ta’ Diċembru, 2025

Taqsima B

L.N. 302 of 2025

FINANCIAL MARKETS ACT

(CAP. 345)

Financial Markets Act (Sponsors) Regulations, 2025

IN EXERCISE of the powers conferred by article 49(1)(ca) of

the Financial Markets 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 Markets Citation, scope

and

Act (Sponsors) Regulations, 2025.

commencement.

(2) The scope of these regulations is to regulate the registration

of sponsors, including the application, the cancellation or suspension

of such registration, and any requirements, restrictions and conditions

in relation thereto.

(3)

These regulations shall come into force on the 1st January,

2026.

(1)

In these regulations, unless the context otherwise Interpretation.

"Act" means the Financial Markets Act;

"applicant" means a person intending to act as sponsor, or

to hold itself out to act as such, that is applying or has applied for

registration as a sponsor, as the case may be, in accordance with

article 12B of the Act;

"competent authority" means the Malta Financial Services Cap. 330.

Authority established by the Malta Financial Services Authority

Act;

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

issue securities;

"public sector issuer" means any states and their regional

and local authorities, public international bodies, central banks,

and the European Central Bank;

"sponsor" means a person registered with the competent

authority in terms of article 12B of the Act to provide advice,

guidance and expertise to issuers applying, or intending to apply,

for admissibility to listing of securities on a local regulated

market under the Act, and as may be prescribed.

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

also used in the Act, but which are not defined herein, shall have the

same meaning assigned to them in the Act.

An issuer, that is not a public sector issuer, seeking

approval for admissibility of securities on a local regulated market

which requires the production of a prospectus or equivalent document,

is required to appoint a sponsor who shall be registered with the

competent authority in accordance with article 12B of the Act.

(1) An application for the registration of a sponsor shall

be made by the applicant to the competent authority in accordance

with article 12B and shall be

(a) submitted in such form and manner as the competent

authority may determine, containing such information as may be

prescribed or otherwise required under the Capital Markets

Rules as established by the competent authority;

(b) subject to verification in such manner and to such

extent as the competent authority may consider necessary;

(c) accompanied by the applicable non-refundable

application fee, as may be prescribed, irrespective of whether the

competent authority grants the registration or otherwise.

(2) The applicant shall be required, with utmost good faith, to

diligently submit full and correct information whenever it is required

to do so, to support the competent authority in carrying out its review

to establish whether the applicant is eligible to provide the services of

a sponsor in Malta.

(3) The applicant shall, on an ongoing basis, comply with and

observe the requirements of these regulations and Rules issued

thereunder, as applicable.

(4) The competent authority shall immediately reject

applications which do not comply with the requirements prescribed in

these regulations and any applicable Rules issued thereunder,

including but not limited to, the Capital Markets Rules.

(1) The competent authority shall not grant registration

applied for under the Act, as provided in article 12C of the said Act,

unless it is satisfied that the applicant

(a) is deemed to be a fit and proper person to provide the

services of a sponsor;

(b) shall comply with, and observe the applicable

requirements of the Act, these regulations, and any Rules made

thereunder.

(2) When considering whether to grant or refuse to grant

registration in accordance with article 12C of the Act, the competent

authority shall, in particular, take into account

(a)

the protection of investors and the general public;

(b) the protection of the reputation of Malta in light of

the international commitments of Malta;

(c)

the promotion of competition and choice.

(3) The above sub-regulations (1) and (2) are without prejudice

to the power of the competent authority in article 12C of the Act to

(a) subject the application to such conditions as it may

deem appropriate;

(b) vary or revoke any condition so imposed or

otherwise;

(c) impose new conditions on a granted registration,

from time to time.

(1) The competent authority shall, after having reviewed Notification.

the duly completed registration and the accompanying documents,

notify the applicant in writing of its decision whether to grant or refuse

registration

Provided that the competent authority may, at its discretion

and at any time, request the applicant to provide any additional

information and, or documentation as the competent authority may

deem necessary, and such applicant shall collaborate with the

competent authority and shall promptly collate and transmit, without

any undue delay, such information and documentation as the

competent authority may request

Provided further that where an applicant fails to provide

any additional information and, or documentation which may be

requested by the competent authority, within three (3) months from the

date of the request of the additional documentation, the competent

authority shall deem such an application for registration to have been

withdrawn by the applicant.

(2) Where the competent authority decides to refuse the

application for registration as a sponsor, it shall give the applicant

notice of its decision in writing, stating the reasons for such refusal.

(1) Where, the competent authority has subjected a

registration to conditions in accordance with article 12C of the Act,

and it intends to vary any such condition or to impose a new condition

thereon, it shall give the sponsor a notice in writing of this intention,

specifying the reasons for such decision.

(2) A notice given under sub-regulation (1) shall state that, the

sponsor may, within such reasonable period of time after receipt of the

notice therein, being not less than forty-eight (48) hours and not more

than thirty (30) days, make written representations to the competent

authority stating the reasons on the basis of which such action should

not be taken.

(3) Following the representations in writing made under sub-

regulation (2), the competent authority shall consider any

representation so made before arriving at a final decision. The

competent authority shall, as soon as practicable, notify its final

decision in writing to the sponsor.

(1) Without prejudice to article 12D of the Act, the

competent authority may cancel or suspend a registration

(a) if the sponsor is no longer deemed by the competent

authority, to be a fit and proper person;

(b) where

the

sponsor

expressly

renounces

its

registration;

(c) if the competent authority considers that the sponsor

does not fulfil the requirements of, or has breached any of the

provisions of the Act, these regulations and, or Rules issued

thereunder, or has failed to satisfy or comply with any obligation

or condition to which such sponsor or registration is subject by

virtue of the Act, these regulations or any Rules issued

thereunder;

(d) if the competent authority has been provided by or on

behalf of the sponsor with information which is false, inaccurate

or misleading, or if the sponsor has obtained registration by

making false statements or by any other irregular means;

(e)

if the competent authority considers it necessary to

cancel or suspend the registration for the protection of investors,

market integrity and the general public, and the reputation of

Malta, taking into account the international commitments of

Malta;

(f) if the sponsor is declared bankrupt or goes into

liquidation or makes an arrangement or composition with its

creditors or is otherwise dissolved; or

(g) at the written request of another competent regulatory

authority that is carrying out regulatory functions in relation to

the sponsor, and following proper communication and

investigation conducted by the competent authority in relation

thereto.

(2) Where the competent authority intends to cancel or suspend

a registration in accordance with article 12D of the Act, it shall give

the sponsor a notice in writing of this intention, specifying the reasons

for such decision.

(3) A notice given under sub-regulation (2) shall state that, the

sponsor may, within such reasonable period of time after receipt of the

notice therein, being not less than forty-eight (48) hours and not more

than thirty (30) days, make written representations to the competent

authority stating the reasons on the basis of which such action should

not be taken.

(4) Following the representations in writing made under sub-

regulation (2) and (3), the competent authority shall consider any

representation made before arriving at a final decision. The competent

authority shall, as soon as practicable, notify the sponsor in writing of

its final decision.

(5) The cancellation of the registration of a sponsor shall be

made public by the competent authority.

(1) Without prejudice to any other power assigned to the Administrative

competent authority under the Act, these regulations and, or any other penalties,

administrative

law, where a person falling within the scope of these regulations fails measures

appeals.

to comply with any of the provisions of these regulations or any Rules

issued under the Act, which further implement these regulations, the

competent authority may, by notice in writing and without recourse to

a court hearing impose on such person an administrative penalty which

may not exceed one hundred and fifty thousand euro (€150,000) for

each breach or failure to comply, as the case may be, or any other

administrative measure, as it may deem necessary.

(2)

Administrative penalties that may be imposed by the

competent authority, may be imposed in the form of a fixed penalty, a

daily penalty, or both.

(3) The provisions of article 16(4) of the Malta Financial

Services Authority Act shall apply mutatis mutandis with respect to

any administrative penalty imposed by the competent authority under

sub-regulation (1).

(4) The imposition by the competent authority of an

administrative penalty or any other administrative measure in terms of

these regulations shall be without prejudice to any other consequence

emanating from the act or omission of the offender under civil or

criminal law

Provided that in all cases where the competent authority

imposes an administrative penalty in respect of anything done or

omitted to be done by any person, and such act or omission also

constitutes a criminal offence, no proceedings may be taken or

continued against the said person in respect of such criminal offence.

(5) Without prejudice to sub-regulation (1), where the

obligations imposed in terms of the Act, these regulations or Capital

Markets Rules issued thereunder, apply to an issuer or to any other

legal entity, in the event of a breach of any provision thereof,

administrative penalties and other measures may also be imposed,

subject to the conditions established in national law, on the members

of the administrative, management or supervisory bodies of the legal

entity concerned, and on other individuals who are responsible for the

breach under national law.

(6) A right of appeal to the Financial Services Tribunal shall lie

from the decisions taken by the competent authority under these

regulations and the provisions of articles 42 and 44 of the Act shall

apply mutatis mutandis.

For the better carrying out of these regulations, the

competent authority may, from time to time, issue and publish Capital

Markets Rules, in accordance with article 11(1) of the Act, and such

Rules shall be binding on sponsors and other persons as may be

specified therein.

€0.27