On the 24th January 2021, the Malta Financial Services Authority (“MFSA”) issued a circular aimed at relevant stakeholders on the updates made to the procedures pertinent to applications for admissibility to listing and the approval of prospectuses. The updates emanate from the changes in the Financial Markets Act as well as the general requirements implemented by the MFSA when processing listing applications.
The Application and Approval Process
Save for certain exemptions, the approval and subsequent publication of a prospectus is required when securities are offered to the public or admitted to trading on a regulated market. The following aims to summarise the process governing the Application for Admissibility to Listing (the “Application”), including seeking the approval of a prospectus:
Prior to submitting an Application, the MFSA recommends that the proposed issuer sets up a preliminary meeting with the MFSA, together with the sponsor and the main advisors to the proposed Application. The scope of such meeting is the following:
- for all parties involved to openly discuss the proposed application for admissibility to listing; and
- to identify any initial concerns that may be apparent at this stage of the process.
At this stage, it is also suggested that the Sponsor provides the MFSA with an indicative timetable with regards to the dates of documentary submissions and expectations for final approval.
Once the above preliminary meeting has been held, the MFSA expects to receive a formal Notification Letter in terms of Capital Markets Rule 4.1A, one month before the submission of the first draft of the Application.
Submission of Draft Documentation
Subsequently, the sponsor will submit all the necessary documentation, together with any other material agreements or documentation relevant to the processing of the Application which may include property valuation reports, security trust deeds and loan agreements.
Once the Securities and Markets Supervision Function within the MFSA is satisfied that the Application and prospectus meets all the necessary standards, it shall make its recommendation to the Executive Committee as to whether or not it believes that the Executive Committee should proceed with presenting the Application and prospectus to the Board of Governors of the Authority. The Board of Governors will in turn grant approval or otherwise of the prospectus and the Application.
Timeframes for Approval
- The MFSA shall notify the Applicant of its decision to approve or refuse a Prospectus within ten (10) working days of the submission of the draft Prospectus.
- Such time limit shall be extended to twenty (20) working days if the offer involves Securities issued by an Issuer which does not have any Securities Admitted to Listing on a Regulated Market and who has not previously offered Securities to the public.
- The MFSA will inform Sponsors of the meeting dates of the Board of Governors as soon as these become available. The soft and hardcopy of the final application documentation shall then be provided to the MFSA at least six (6) working days prior to such meeting.
Do not hesitate to contact us should you require any further information or assistance with the abovementioned application process.