COMPANIES ACT (THE PROSPECTUS) REGULATIONS (il-prospett)

SUBSIDIARY LEGISLATION 386.11

COMPANIES ACT (THE PROSPECTUS)

REGULATIONS

25th November, 2005

LEGAL NOTICE 389 of 2005, as amended by Legal Notices 212 of 2007

and 118 of 2012.

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

(The Prospectus) Regulations.

(2) Where any of the provisions of these regulations relate to

offers of securities and to prospectuses delivered or given to or

served on the Registrar on or after the 15th December, 2005, such

provisions shall come into force on the 15th December, 2005.

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.

For the purposes of implementing the relevant provisions

of the Prospectus Directive, the "central competent administrative

authority" within the meaning of this Directive responsible for

carrying out the obligations provided for therein shall be the Malta

Financial Services Authority established by the Malta Financial

Services Authority Act, acting through the Registrar.

Without prejudice to the powers of the Registrar under the

Act and to better implement the provisions of the Prospectus

Directive, the Registrar shall have the power to

(a) require the inclusion in the prospectus of

supplementary information necessary for investor

protection as the Registrar may specify;

(b) require issuers or offerors or persons that control them

or are controlled by them to provide specified

information and documents;

(c) require auditors and managers of the issuer or offeror

as well as any financial intermediaries involved in the

offer to the public to provide specified information;

(d) suspend an offer to the public for a period not

exceeding ten working days or prohibit or suspend

advertisements up to the said maximum period if the

Registrar has reasonable grounds for suspecting that a

provision of these regulations have been infringed;

(e) prohibit an offer to the public if the provisions of these

regulations have been infringed or if the Registrar has

reasonable grounds for suspecting that they would be

infringed; and

(f)

make public the fact that an issuer or offeror is failing

to comply with his obligations under any provision of

the Act and may disclose measures or sanctions

imposed on any person responsible for the issue,

circulation or distribution of a prospectus, unless such

disclosure would cause disproportionate damage to the

persons involved.

(1) Any type of advertisements relating to an offer to the

public of securities shall satisfy the following requirements

(a) advertisements shall be clearly recognisable as such.

The information contained in the advertisement shall

not be inaccurate or misleading. This information shall

also be consistent with the information contained in

the prospectus, if already published, or with the

information required to be in the prospectus, if the

prospectus is to be published afterwards;

(b) an advertisement shall contain a statement that a

prospectus has been or will be published and the

addresses and times at which copies of the prospectus

are or will be available to the public; and

(c) all information concerning the offer to the public

disclosed in an oral or written form, even if not for

advertising purposes, shall be consistent with that

contained in the prospectus.

(2) Where Malta is the home Member State, the Registrar shall

have the power to exercise control over compliance with the

requirements of this regulation relating to advertising activity

involving an offer of securities to the public.

(3) When no prospectus is required, material information

provided by an issuer or an offeror and addressed to qualified

investors or special categories of investors, including information

disclosed in the context of meetings relating to offers of securities,

shall be disclosed to all qualified investors or special categories of

investors to whom the offer is exclusively addressed. Where a

prospectus is required to be published, such information shall be

included in the prospectus or in a supplement to the prospectus in

accordance with paragraph 26 of Part A of the Second Schedule to

the Act.

Any decision taken by the Registrar in respect of any

matter concerning the prospectus or an offer to the public, shall be

subject to a right to appeal to the Financial Services Tribunal

within the meaning of the Malta Financial Services Authority Act,

as if a decision of the Registrar were a decision of the Authority,

and the provisions of article 21 thereof shall apply mutatis

mutandis.

(1) The Registrar shall cooperate with other regulatory

authorities for the purpose of assisting them in carrying out their

duties and making use of their power s, par ticularly for the

following purposes

(a) exchange of information and cooperation when an

issuer has more than one home regulatory authority;

(b) transfer of the approval of a prospectus to the

regulatory authority of another Member State or EEA

State.

(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.

(1) The obligation of professional secrecy shall not prevent

the Registrar from 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 through the Registrar,

receiving the information are subject.

(1) Where Malta is the host Member State and the

Registrar finds that irregularities have been committed by the

issuer or offeror or by the financial institutions in charge of the

offer to the public, he shall refer those findings to the regulatory

authority of the home Member State or EEA State and to ESMA.

(2) If measures taken by the regulatory authority of the home

Member State or EEA State do not prevent the issuer or offeror or

the financial institutions in charge of the offer to the public, from

breaching the relevant provisions of this Act or these regulations,

the Registrar shall, after informing the regulatory authority of the

home Member State or EEA State and after informing ESMA at the

earliest opportunity, take any appropriate measures in order to

protect investors.

(1) The objective of these regulations is partly to

implement the relevant provisions of the Prospectus Directive and

shall be interpreted and applied accordingly.

(2) In the event that any of these regulations conflict with the

provisions of the Prospectus Directive, the latter shall prevail.