Which financial instruments are eligible for admission on the MSE?
Financial instruments which have been granted “admissibility” by the Listing Authority or by a competent authority in another recognized jurisdiction are eligible to be admitted to either of the MSE’s recognized lists, that is, the Official List or the Alternative Companies List.
What is the main difference in eligibility criteria for admission to either the Official List or the Alternative Companies List?
Financial instruments eligible for admission to the Official List are those which comply with all the Listing Requirements as laid down in Chapter 3 of the Listing Rules issued by the Listing Authority, including the requirement to have a three-year operational track record.
The Alternative Companies List was introduced to give Issuers which do not fulfil all the Listing Requirements outlined in Chapter 3 of the Listing Rules, in particular the three year track record, the opportunity to approach the market for their financing needs.
Does this mean that an Issuer has to undergo two different processes – first to obtain admissibility and then to be admitted to either of the MSE recognized lists?
While the two processes are separate, in practice these occur concurrently and there is no duplication between the two processes. For example, vetting of the relevant documentation and due diligence processes are effected during the admissibility process and are not repeated during the admission process.
For further details regarding Admission Requirements please refer to Chapter 5 of the Bye-laws of the MSE [Chapter 5 of MSE Bye-Laws]
Further details regarding Listing Requirements may be accessed on www.mfsa.com.mt.
What is the difference between the primary market and the secondary market?
Before a financial instrument is admitted to any of the MSE’s recognized lists, the financial instruments which are the subject of an admission application may be offered to the public as an Initial Public Offering [IPO]. The offer will be made in terms of the approved Prospectus which stipulates the financial instrument on offer, minimum subscription amount applicable, offer price and in the case of fixed term financial instruments, coupon rates, interest dates, redemption, dates, etc. This is known as the primary market.
Subsequent to admission, the financial instruments may be traded on the regulated market operated by the Exchange in accordance with the market rules as laid down by the MSE. This is the secondary market.
How does an investor participate in the primary market?
In order to participate in the primary market, an investor must approach one of the Selling Agents as indicated in the Prospectus in order to place an application in respect of the financial instruments on offer in accordance with the terms and conditions stated in the Prospectus.
How would an investor be notified that his application to purchase financial instruments in the primary market has been successful?
The investor will receive notification from the Central Securities Depository (CSD) [Registration Advice] that the financial instruments for which he has placed an order to purchase in the primary market has been satisfied in part or in full and that such financial instruments have been allocated to him within his account held at the CSD.
How does an investor place an order to be executed on the secondary market?
All orders from investors intended to be executed on the secondary market must be placed on the market through a Member [stockbroker] of the MSE.
A list of authorized Members of the MSE may be found on this website [Member Firms]
What is the role of the Member in this respect?
The Member is licensed to act on behalf of investors in accordance with instructions given by their clients. Members may also advise clients, should they so wish, with regard to the financial instruments available for trading, prices, etc.
What information will a Member require from an investor in order to place an order on the market on his behalf?
If a Member is dealing on behalf of an investor for the first time he will require information that will enable him to identify the investor and effect whatever due diligence processes may be required. The Member will also, if he is engaged to advise the investor, require an investment profile.
With respect to specific orders to be executed, the Member will require the names of the financial instruments/s to be traded, clear instructions with regard to price and volumes and any other relevant execution conditions as well as arrangements for cash transfers.
Investors would be required to sign a Client Agreement and Order Forms which clearly set out the relationship between an investor and the Member acting on his behalf and with clear instructions with regard to individual orders made for execution on the market.
Can investors trading on the market be identified?
Only the Member acting on his behalf and the MSE is aware of the identity of the investor who has placed an order to trade on the secondary market. Trading is anonymous and a Member is not even aware of the identity of the counterparty Member at the time of trading.
How will an investor be notified that his order has been executed on the market?
By the end of the trading day, the client will receive a Contract Note from the Member acting on his behalf giving details of the financial instrument bought/sold, price, any interest accrued, if applicable, any applicable charges, as well as the total consideration due to or from the investor in relation to a particular trade.
How and when are the relevant funds in respect of a trade settled?
It is the responsibility of the Member acting on behalf of an investor to settle funds on his behalf. The Member is obliged to settle funds on T+2 i.e. a selling client will receive relevant funds two days after trading and a buying Member is obliged to pass funds to the seller on the same day [Settlement Day].
These transfers are made through the settlement infrastructure operated by the MSE.
How and when is an investor notified of changes in his financial instrument holdings as a result of an executed trade?
On Settlement Day, the CSD will issue a notification [Registration Advice] directly to both buyers and sellers giving details of security traded, date of trade, volume traded, whether buy or sell and resultant balance.
What are the applicable charges in respect of trading?
Members charge investors a commission in respect of orders executed on their behalf. This commission must be agreed to between the Member and the investor prior to the order being placed on the market.
The MSE imposes a Transaction Fee which is a standard flat fee per trade executed. The MSE charges such fees to Members.
Is market information available on the MSE’s website?
Yes, the MSE’s website includes near real-time market information including market summary, treading ticker, trades effected and the MSE Index.
The MSE is a partner exchange on the Xetra platform. Does this mean that members of other partner exchanges of Xetra may trade on the MSE?
Membership on a partner exchange on Xetra does not mean automatic membership on the other partner exchanges. Each exchange has its own membership rules which must be satisfied prior to membership being granted. However, EU Members benefit from EU passport rights across the EU. Familiarity with a common trading platform also facilitates and encourages cross market membership.
Likewise, does being a partner exchange on Xetra mean that any financial instrument traded on the other partner exchanges may be traded on the MSE’s market?
No. Financial instruments must be approved for listing and trading by the respective markets although EU Issuers also benefit from EU passport rights.
Who is eligible to apply for Membership of the MSE?
Authorised Investment Firms holding a Category 2 license issued in terms of the Investment Services Act or European investment firms authorized in terms of Articles 33 and 42 of Directive 2004/39/EC are eligible to apply for Membership of the Exchange.
What other eligibility criteria must be satisfied before Membership is granted?
Applicants for Membership must also ensure, among other things, that they have the appropriate operational set up including traders and Compliance Officer who must have adequate knowledge in respect to the trading platform functionality and trading rules and must satisfy capital adequacy and reporting requirements.
Members may also act as Sponsors in respect of applications for admission. What does this mean?
The role of the Sponsor is to guide and advise a prospective Issuer on all matters relating to the listing and admission applications and also to act as the communication link between the prospective Issuer, its other advisers and the Competent Authorities.
How can an investor access a list of all Members?
A list of authorized Members of the MSE may be found on this website [Member Firms]
Central Securities Depository
What does dematerialized mean?
Dematerialised means that registers of financial instruments maintained within the CSD are held in electronic format and are not held in certificate or any other physical form.
In whose name can holdings be registered within the CSD?
Holdings of financial instruments held within the CSD are registered in accordance with the instructions received from the investor/s concerned. Holdings may be registered in the name of the beneficial owner,solely, or jointly with others, in the name of legal persons, other arrangements or entities.
Can an individual hold more than one account within the CSD?
Yes. Whilst usually most clients will have only one account as this is simpler for reconciliation purposes, there is no limit to the number of accounts that may be opened in the name of the same investor.
How does an investor open an account with the CSD?
Mainly new accounts are opened at the CSD as a result of IPO applications [as described in Section 1 above] or as a result of trading. In order for a client’s order to be traded, a CSD account must also be opened in order for settlement to occur [as described in Section 2 above]. In the latter case the Member acting on behalf of the client will send an appropriate form to the CSD which must also be signed by the client requesting the opening of an MSE Account.
What information is required for such an account to be opened?
Information required includes client/s name/s, how account is to be designated, address, ID Card or Passport No., and other ancillary information including that regarding tax options and direct credit details, mandates and usufructuaries, as may be appropriate.
How are investors kept updated of any movements in the balances of their holdings within a CSD account?
Each time a balance in a holding registered within an account changes due to trading, IPOs, corporate actions, off-market transfers or any other processes, the account holder receives a Registration Advice, notifying him of such movement, the reason and date of such movement and the resulting balance.
On an annual basis, the MSE will send Statements to all registered holders directly which show all the holdings of an investor registered under a particular MSE Account No.
The MSE Account No., which is the identification number of an investor’s account, appears on all notifications including Registration Advices and Statements issued by the CSD.
What happens if an investor forgets his account number?
He may request the number again directly from the CSD after he has appropriately identified himself. Alternatively, a Member acting on his behalf on the market may again complete the appropriate form as when the account was originally opened and the appropriate MSE Account No. will be submitted to him again.
What are the applicable fees to open an account within the CSD?
Currently no charges are applicable for this service.
How can changes to personal details be effected?
Investors may contact the CSD either in writing duly signed [MSE Account Nos. effected should be clearly quoted together with ID Card No. or Passport No.] or by coming personally to the MSE and instructing the CSD to effect the appropriate changes. The documentation required varies in accordance with the changes required as outlined hereunder. Where any request is being made by a person holding a Power of Attorney, requests should be accompanied by an original or authenticated true copy of the power or attorney.
~ Change of Surname upon marriage: Written request accompanied by original Public Registry Marriage Certificate or alternatively an authenticated copy duly signed by a qualified professional.
~ Change of Address: Written request, quoting the old address and the new address.
~ Direct Credit Instructions in respect of interest/dividend payments: Written request quoting the financial instruments effected by direct credit instructions, name of Bank and branch and account no.
~ Withholding Tax Instructions: Unless otherwise instructed, withholding tax will be deducted at source. Should an investor wish to receive interest payments gross, must make a written requesting quoting the financial instruments held which will be effected by the new instructions.
~ Reaching age of majority: The investor concerned should make a request to have his status changed from that of a minor which should be accompanied by an original Public Registry Birth Certificate or authenticated copy or an authenticated copy of his ID Card.
Can an account holder appoint a Power of Attorney to administer his account/s?
An investor may grant a power of attorney in favour of a mandatory. The CSD should be advised of such Power of Attorney through receipt of the original mandate or authenticated copy which should clearly establish any restrictions applicable to such mandate, as appropriate.
What happens in the event of death of a holder of financial instruments?
The CSD should be informed immediately in the case of the demise of a holder of financial instruments. A Public Registry Death Certificate would be required to record such demise and ensure that the relevant account/s is blocked in order that no further transfers are effected in the effected account/s.
The CSD vets and processes “causa mortis” instructions on behalf of a number of listed companies while others carry out such processes themselves. In either case, it is advisable for the heirs to seek guidance from their legal adviser who will communicate with the MSE directly with regard to these processes.
Transfer of financial instruments into the accounts of the heirs will only be effected in accordance with testamentary dispositions once all “causa mortis” processes have been satisfactorily concluded.
Can donations of financial instruments be effected within the CSD?
Yes, however it should be noted that the degree of relationship between the donor and done both in the direct and the collateral line should not extend beyond the first degree.
In order to effect the donation, the submission of an original or authenticated true copy of a public deed or private writing would be required.
Can amalgamation/division of spouses’ accounts be effected by the CSD?
Amalgamation of holdings which have been registered individually may be effected by a transfer into a joint account while division of holdings may be effected by transfers into separate accounts. In both cases transfers will be effected upon receipt of written instructions signed by any one of the spouses which must be accompanied by a Public Registry Marriage Certificate and a declaration that the community of acquests between spouses subsists in terms of law.
What happens when financial instruments held in an MSE Account are pledged?
Upon notification of a pledge by the pledgee [the bank], the financial instruments against which such pledge has been made will be blocked and no further transfers may be effected relating to these financial instruments until notification of release of pledge is received from the pledgee.
National Numbering Agency
What are ISIN Nos?
ISIN Nos., or International Securities Identification Numbers, are reference numbers assigned in accordance with internationally set standards, [ISO 2166] to each financial instrument, whether listed or not, in accordance with the place of registration of the financial instrument. Malta registered financial instruments, are therefore assigned a Maltese ISIN i.e. [MT 00000….].
Who assigns ISIN Nos?
Each jurisdiction has a duly appointed National Numbering Agency, which in the case of Malta is the MSE. The MSE therefore assigns ISIN Nos. to Malta registered financial instruments.
What is the significance of ISIN Nos?
An ISIN No. is a reference number which identifies a financial instrument, much in the same way as an individual is identified by an ID Card No. This reference is used extensively to identify financial instruments in respect to cross-border payment and settlement instructions and also in relation to regulatory reporting.
How long does the process take to assign an ISIN No. following a request?
Subject that all information necessary is received, the MSE will issue an ISIN No. within a day
Are any charges applicable in respect of issuance of ISIN Nos?
Currently, no charges are applicable in respect of the issue of an ISIN No.
Are the rules and regulations of the MSE publicly available?
The Bye-laws of the MSE are the rules and regulations governing its functions and operations and these may be found on this website [MSE Bye-Laws].
Are the charges levied by the MSE in respect of the services it provides publicly available?
Exchange Notice 1 – Fees and Other Charges which outlines all the fees charged by the MSE may be found on this website [Exchange Notice 1].