Listing on the Malta Stock Exchange
Getting a listing on the Malta Stock Exchange helps companies become more visible to the investing public whilst providing them with an alternative way to finance their projects. Being listed on a Regulated Market boosts investors’ confidence and thereby enhances the corporate image through positive publicity.
Different instruments may be listed on our Market including traditional securities such as shares and bonds, as well as collective investment schemes.
Admission to Listing of Financial Instruments
The process for financial instruments being admitted to any of the recognised lists of the Malta Stock Exchange starts with a prospective Issuer seeking “Admissibility to Listing” from the Listing Authority, [MFSA] (www.mfsa.com.mt)
Granting of “admissibility” means that the Listing Authority has approved the Prospectus of the Issue and the Issuer may seek admission to any of the Exchange’s recognised lists.
It would be opportune to set up a preliminary meeting between the relevant parties and the Exchange before the formal application is made so as to clarify any operational matters and to ensure the smooth running of the whole process in the shortest possible time.
The role of the Sponsor
In order to be able to apply for Admissibility from the Listing Authority, the first step is to appoint a Sponsor. Sponsors must be in possession of at least a Category II licence in terms of the Investment Services Act (Chapter 370 of the Laws of Malta).
The role of the Sponsor is to guide the prospective Issuer through the whole listing and admission process, to co-ordinate processes of all the advisors as well as to act as liaison with the Listing Authority and the Exchange to generally advise the prospective Issuer on all related matters including those issues related to the secondary market. The Sponsor also assumes responsibility for signing and lodging the application and supporting documents with the Exchange
Conditions for admissibility
As would be expected, there are a number of conditions which would need to be met by prospective Issuers of the financial instruments as outlined in the Listing Rules issued by the Listing Authority and may be found on the MFSA website www.mfsa.com.mt . The basic conditions to be fulfilled by an Applicant for admission are:
- Application for admission must be submitted at the same time as application for admissibility is made to the Listing Authority.
- Financial instruments for which admission is sought must be freely transferable
- The Exchange may require the Applicant to enter into an Admission Agreement
- The application must relate only to the financial instruments for which admission is being sought
- The application must relate to all the financial instruments of the class for which admission is being sought
The application must be signed by the Sponsor and the Directors of the Applicant and must be submitted by the Sponsor together with the following supporting documents:
- A copy of the Offering Memorandum approved/to be approved by the Listing Authority
- Certified copies of the Board Resolutions authorizing the issue of the financial instruments for which application is being made and also those authorizing the issue of the Offering Memorandum
- A copy of any notice of meeting as may be referred to in the Offering Memorandum
Once the Listing Authority has authorized the financial instruments as admissible to Listing, they would be eligible for admission to one of the recognised lists of the Exchange. The admissibility and admission processes are usually concurrent and do not involve duplication of submissions or vetting of documentation. Requirements for Admission to the Malta Stock Exchange are found in Chapter 5 of the MSE bye-laws – these may be found on the MSE website www.borzamalta.com.mt
Once a financial instrument is granted admission, the Issuer must ensure compliance with the continuing obligations and disclosure standards as laid down in the Listing Rules and other relevant rules. The Issuer must also appoint a Compliance Officer who shall be responsible to ensure compliance with all relevant rules.
- Issued in English or Maltese in accordance with the Listing Rules and Prevention of Financial Markets Abuse (Disclosure and Notification) Regulations, 2005
- Disseminated through the Exchange's Dissemination System
- May be issued at any time during the Exchange's business hours
- The Exchange does not have responsibility for the contents of any Company Announced forwarded to it for dissemination
- The Exchange will report non-compliance with disclosure requirements to the relevant competent authority
For further information regarding admission to any of Malta Stock Exchange plc's recognised lists, please refer to:
Admission to Listing of Collective Investment Schemes
Admissibility requirements in respect of Collective Investment Schemes are included in Chapter 8 of the Listing Rules issued by the MFSA as Listing Authority (www.mfsa.com.mt) and cover application procedures, requirements and continuing obligations.
The Listing Rules set out the requirements for the admissibility to primary or secondary listing of Units in both open-ended and close-ended Collective Investment Schemes whether incorporated in Malta or outside of Malta together with continuing obligations applicable to the different types of Schemes and the type of listing sought.
Conditions to be fulfilled by open ended schemes seeking authorisation for admissibility to primary listing include that:
- Units must be freely transferable;
- There must be at least one director and corporate directors are not eligible unless the corporate director is the manager of the scheme;
- The Scheme must adopt rules governing dealings by directors;
- At the time of the AGM, copies of the Directors’ service contracts must be made available for inspection by the public;
- Directors and proposed Director and in the case of a Unit Trust, the Directors of the Manager shall be personally responsible for the information contained in the Prospectus.
In the case of an open-ended scheme seeking a secondary listing in Malta, the scheme must fulfil the above criteria, have the appropriate licence granted by the MFSA and, in the case of UCITS, the scheme must be licensed by a regulatory authority of a Member State or EEA State.
In the case of close-ended schemes seeking authorisation for admissibility to primary listing, conditions include that:
Application Procedures include :
- Application must be duly signed by an authorised representative and the Sponsor must be licensed by the MFSA under the Investment Services Act;
- The Scheme must comply at all times with MFSA regulations particularly those concerning investment restrictions;
- The prospectus must be drawn up in compliance with the provisions of the Investment Services Act;
- Detailed Application Procedures for Admissibility by Collective Investment Schemes may be found in Chapter 8 of the Listing Rules.
- Appointment of a Sponsor in terms of Chapter 2 of the Listing Rules;
- Lodging of a formal application for Admissibility (Appendix 8.1 of the Listing Rules) duly completed and signed at least 5 days before such application is to be discussed by the Listing Committee of the Listing Authority;
- Application for Admissibility to be accompanied by a Prospectus and any other document that the Listing Authority may require · In the case of an application for Secondary Listing, the Application for Admissibility must be accompanied by a Supplementary Prospectus applicable to Maltese investors.
Continuing Obligations & Disclosure Exchange Requirements Standards
Every Scheme applying for authorisation for admissibility to listing is required to comply with the continuing obligations and disclosure requirements, whether in respect of investors, the Competent Authority or the regulated market on which they are admitted, as set out in the Listing Rules.
Disclosure requirements for all Schemes include information regarding:
- Capital and Management including NAVs, any suspension of calculation of NAVs, any change in the status of the Scheme for tax purposes etc.;
- Rights of Holders and rights between holders;
- Dividend distributions (where applicable);
- Financial information – Annual Report & Accounts, periodical financial information;
- Information regarding Directors;
- Related party transactions;
- Any price-sensitive information that may have a bearing on the price of the units of the Scheme in order to avoid the establishment of a false market.
The detail of information required and whether this needs to be made public or not or merely notified to the Competent Authority and/or the Exchange depends on the structure of the Scheme, whether this is primary or secondary listed and on the nature of the information. The Listing Rules provide relevant details.
The Admission Requirements and Disclosure Standards set out in the Bye-laws also address the Admission requirements for Collective Investment Schemes. Further information may be found in Chapter 5 of the Malta Stock Exchange Bye-laws www.borzamalta.com.mt
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