FINANCIAL MARKETS           [CAP. 345.       1
 CHAPTER 345
FINANCIAL MARKETS ACT*
Amended by:
XVII. 2002.111.Substituted by:XX. 2007.13.To provide for the authorisation of regulated markets, central securities
depositories and for the orderly trading in transferable securities and toprovide for matters ancillary or incidental thereto or connected therewith.
24th January, 1991;
12th December, 1991;
8th January, 1992;
21st February, 1992
ACT XXXIII of 1990 , as amended by Legal Notice 2 of 1992 ; Act V of
1992 ; Legal Notice 76 of 1994 ; Acts: XIV, XVI and, XXI of 1994, XXIV ,
XXV  of 1995, IX of 1997 ; Legal Notices 90, 91 of 1999, 124 of 2000 ; Acts
XVII of 2002 , IV of 2003 ; Legal Notice 370 of 2003 ; Acts IV of 2005 , XX of
2007 ; Legal Notice 424 of 2007 ; Acts III of 2009 , XIX of 2010 , X of 2011,
XX of 2013 , XIX of 2016,  Act XVII , XXXI of 2017 . XLIV of 2018, IX of 2019
and XXVI of 2019 , V of 2020 and Acts XL VI and LXXI of 2021 .
PART I
PRELIMINARY
Short title.
Amended by:
XVII. 2002.112.1. The short title of this Act is the Financial Markets Act.
*Vide transitory provision reproduced at the end of this Chapte r.ARRANGEMENT OF ACT
Articles 
Part I Preliminary 1-2 Part II Regulated Markets  3-10 Part III Prospectus, Listing and Trading 11-23 Part IV The Central Securities Depository 24-31 Part V Regulatory and Investigatory Powers 32-41 Part VI Financial Services Tribunal 42-44 Part VII Miscellaneous 45-53
SCHEDULE 
 2        CAP. 345. ]                      FINANCIAL MARKETS
Interpretation.
Amended by: 
V .1992.2,3;XIV .1994.32;XXI.1994.12;XXV .1995.433;IX. 1997.5;XVII. 2002.113;IV . 2005.30;XX. 2007.14, 15;III. 2009.14;XIX. 2010.17;X. 2011.14;XX. 2013.25;XIX. 2016.3.;XXXI. 2017.16;XLIV .2018.3;V .2020.11;XLVI.2021.11;LXXI.2021.6.2.(1) In this Act and in the Schedule thereto unless the
context otherwise requires:
"agricultural commodity derivatives" means derivative contracts
relating to products listed in Article 1 of Regulation (EU) No.
1308/2013 , and Annex I, Parts I to XX and XXIV/1 thereto, as well
as to products listed in Annex I to Regulation (EU) No. 1379/20 13
of the European Parliament and of the Council;
"APA" or "approved publication arrangement" means the same as
the meaning assigned to it in point (52) of Article 2(1) of MiFIR ;
"ARM" or "approved reporting mechanism" means the same as
the meaning assigned to it in point (36) of Article 2(1) of MiFIR ;
"bye-laws" means the bye-laws made in terms of article 4C;"Capital Markets Rules" means those Rules issued by the compete nt
authority under Part III of this Act;
Cap. 204."Central Bank" means the Central Bank of Malta as defined by
the Central Bank of Malta Act;
"central securities depository" or "CSD" shall mean a legal
person that operates a securities settlement system as referred  to in
point (3) of Section A of the Annex to the CSDR and provides at
least one of the following core services listed in Section A of  the
said Annex:
(i) initial recording of securities in a book-entry
system (‘notary service’);
(ii) providing and maintaining securities accounts at
the top tier level (‘central maintenance service’);
"commodity derivatives" means those financial instruments
defined in point (44)(c) of Article 4(1) of MiFID ; which relate to a
commodity or an underlying referred to in Section C(10) of Anne x
I to MiFID ; or in point (5), (6), (7) and (10) of Section C of Annex
I thereto;
"certificates" means those securities which are negotiable on t he
capital market and which in case of a repayment of investment b y
the issuer are ranked above shares but below unsecured bondinstruments and other similar instruments;
"company" includes:
Cap. 386.(i) a company formed and registered in accordance
with the Companies Act; and 
(ii) a company constituted or incorporated or to be
constituted or incorporated outside Malta,irrespective of whether the company has or hasnot established a place of business in Malta;
Cap. 330."competent authority" means the Malta Financial Services
Authority established by the Malta Financial Services Authority Act;
"CRAR " means Regulation (EC) No. 1060/2009  of the European
Parliament and of the Council of the 16 September 2009 on credi t
                         FINANCIAL MARKETS           [CAP. 345.       3
rating agencies, as amended from time to time, and words and
expressions used in this Act shall have the same meaning as isgiven to them in the said EU Regulation unless otherwise define d
herein;
"
CRD " means Directive 2013/36/EU  of the European Parliament
and of the Council of 26 June 2013 on access to the activity ofcredit institutions and the prudential supervision of creditinstitutions and investment firms, amending Directive 2002/87/E C
and repealing Directives 2006/48/EC and 2006/49/EC, as amendedfrom time to time, and includes any implementing measures thathave been or may be issued thereunder;
"
CSDR" means Regulation (EU) No. 909/2014 of the European
Parliament and of the Council of the 23 July 2014 on improvingsecurities settlement in the European Union and on centralsecurities depositories and amending Directives 98/26/EC and
MiFID and Regulation (EU) No. 236/2012, as may be amended
from time to time, and includes any implementing measures thathave been or may be issued thereunder;
"CTP" or "consolidated tape provider" means the same as the
meaning assigned to it in point (35) of Article 2(1) of 
MiFIR ;
"data reporting services provider" means the same as the meaning
assigned to it in point (36a) of Article 2(1) of MiFIR ;
"dealing on own account" means trading against proprietary
capital resulting in the conclusion of transactions in one or m ore
financial instruments;
"dematerialised form" means the fact that financial instruments
exist only as book entry records;
"depositary receipts" means those securities which are negotiab le on
the capital market and which represent ownership of the securit ies of a
non-domiciled issuer while being able to be admitted to trading  on a
regulated market and traded independently of the securities of the non-
domiciled issuer;
"derivatives" means those financial instruments as defined in
point (44)( c) of Article 4(1) of MiFID; and referred to in Annex I,
Section C (4) to (10) thereto;
"Directive 95/46/EC " means Directive 95/46/EC of the European
Parliament and of the Council of 24 October 1995 on the protect ion
of individuals with regard to the processing of personal data a nd on
the free movement of such data, as amended from time to time, a nd
includes any implementing measures that have been or may beissued thereunder;
" 
Directive 2003/87/EC" means Directive 2003/87/EC of the
European Parliament and of the Council of 13 October 2003establishing a scheme for greenhouse gas emission allowancetrading within the Community and amending Council Directive 96/61/EC, as amended from time to time, and includes anyimplementing measures that have been or may be issuedthereunder;
" 
Directive 2013/34/EU" means Directive 2013/34/EU of the
 4        CAP. 345. ]                      FINANCIAL MARKETS
European Parliament and of the Council of 26 June 2013 on the
annual financial statements, consolidated financial statements and
related reports of certain types of undertakings, amending Directive
2006/43/EC of the European Parliament and of the Council and
repealing Council Directives 78/660/EEC and 83/349/EEC as maybe amended from time to time, and includes any implementingmeasures that have been or may be issued thereunder;
"Directives" means the 
Transparency Directive, the
Shareholders’ Rights Directive, the Takeover Bids Directive and
the Statutory Audits Directive , collectively;
"EEA State" means a State which is a contracting party to the
agreement on the European Economic Area signed at Oporto on the2nd May, 1992 as amended by the Protocol signed at Brussels onthe 17th March, 1993 and as amended by any subsequent acts;
"
EMIR" means Regulation (EU) No. 648/2012 of the European
Parliament and of the Council of the 4th July, 2012 on OTCderivatives, central counterparties and trade repositories asamended from time to time;
"
ESMA" means the European Securities and Markets Authority
established by Regulation (EU) No 1095/2010 of the European
Parliament and of the Council of 24 November 2010;
"ESRB" means 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 aEuropean Systemic Risk Board;
"European regulatory authority" means the body or bodies
designated by a Member State or EEA State in accordance with
Article 48 of the Directive to carry out each of the duties pro vided
for under the different provisions of the Directive;
"exchange-traded fund" means a fund of which at least one unit
or share class is traded throughout the day on at least one tra ding
venue and with at least one market maker which takes action toensure that the price of its units or shares on the trading ven ue does
not vary significantly from its net asset value and, whereapplicable, from its indicative net asset value;
"financial instruments" means those instruments specified in
Section C of Annex I of 
MiFID ;
"frequent issuer" means an issuer referred to in Article 9(11) of
the Prospectus Regulation ;
"home Member State" means, in the case of a regulated market,
the Member State or EEA State in which the regulated market isregistered or, if under the law of that Member State or EEA Sta te it
has no registered office, the Member State or EEA State in whic h
the head office of the regulated market is situated;
"host Member State" means the Member State or EEA State in
which a regulated market provid es appropriate arrangements so a s
to facilitate access to trading on its system by remote members  or
participants established in that same Member State or EEA State ;
                         FINANCIAL MARKETS           [CAP. 345.       5
"immobilisation" means the act of concentrating location of
physical securities in a CSD in a way that enables subsequenttransfers to be made by book-entry;
"individual connected with the company" means an individual
who is either:
(i) a director of that company or a related company,
or 
(ii) who is an officer or employee of that company
or related company, or
(iii) occupies a position involving a business or
professional relationship between himself, hisemployer, or a company of which he is adirector, and that company or related company,or
(iv) a public officer acquiring information in an
official capacity;
"inspector" means an inspector appointed under article 33;"issuer" means, for the purposes of Part III, any legal entity
which issues or proposes to issue securities;
"legal entity" shall include registered business associations
without legal personality and trusts within the meaning of the
Transparency Directive ;
Cap. 370."licence holder" means a person who holds a licence under the
Investment Services Act;
"listed company" means a company whose financial instruments
have been admitted to listing on a trading venue in accordance with
the provisions of this Act;
"listed financial instruments" or "quoted financial instruments ''
means financial instruments which have been admitted to listing  on
a regulated market in accordance with this Act;
"local regulated market" means, for the purposes of Part III, a
regulated market which is authorised under this Act;
"MAD " means Directive 2014/57/EU  of the European Parliament
and of the Council of 16 April 2014 on criminal sanctions formarket abuse (market abuse directive), as amended from time totime, and includes any implementing measures that have been ormay be issued thereunder;
"management body" means the body or bodies of a market
operator which are appointed in accordance with Maltese law,which are empowered to set the entity’s strategy, objectives an d
overall direction, and which oversee and monitor managementdecision-making and include persons who effectively direct thebusiness of the entity;
"
MAR" means Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of the
European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC, as
 6        CAP. 345. ]                      FINANCIAL MARKETS
amended from time to time, and includes any implementing
measures that have been or may be issued thereunder;
Cap. 476."market abuse" means conduct amounting to the prohibited use
of inside information or market manipulation in terms of the
Prevention of Financial Markets Abuse Act;
"market maker" means a person who holds himself out on the
financial markets on a continuous basis as being willing to dea l on
own account by buying and selling financial instruments againstthat person’s proprietary capital at prices defined by that per son;
"market operator" means a person or persons who manages and,
or operates the business of a regulated market and may be theregulated market itself;
"members" in relation to a regulated market means the members
of that regulated market;
"Member State" means a Member State of the European
Communities;
"
MiFID" means Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets infinancial instruments and amending Directive 2002/92/EC andDirective 2011/61/EU, as amended from time to time, and include s
any implementing measures that have been or may be issuedthereunder;
"
MiFIR" means Regulation (EU) No. 600/2014 of the European
Parliament and of the Council of 15 May 2014 on markets infinancial instruments and amending Regulation (EU) No. 648/2012 ,
as amended from time to time, and includes any implementingmeasures that have been or may be issued thereunder;
"Minister" means the Minister responsible for the regulation of
Financial Services;
"multilateral system" means any system or facility in which mul tiple
third-party buying and selling trading interests in financial i nstruments
are able to interact in the system;
"multilateral trading facility" or "MTF" means a multilateral
system, operated by an investment firm or a market operator, wh ich
brings together multiple third-party buying and selling interes ts in
financial instruments - in the system and in accordance with no n-
discretionary rules - in a way that results in a contract inaccordance with Title II of 
MiFID ;
"offer of securities to the public" means, for the purposes of Part
III, a communication to persons in any form and by any means,presenting sufficient information on the terms of the offer and  the
securities to be offered, so as to enable an investor to decide  to
purchase or subscribe for those securities. This definition als o
applies to the placing of securities through financial intermed iaries;
"offeror" means, for the purposes of Part III, a legal entity o r
individual which offers securities to the public;
"organised trading facility" or "OTF" means a multilateral
system which is not a regulated market or an MTF and in which
                         FINANCIAL MARKETS           [CAP. 345.       7
multiple third-party buying and selling interests in bonds,
structured finance products, emission allowances or derivatives  are
able to interact in the system in a way that results in a contr act in
accordance with Title II of MiFID ;
Cap. 330."overseas regulatory authority" means an authority in a country
or territory outside Malta that is not a Member State or EEA St ate
which exercises any regulatory or supervisory function in relat ion
to financial services corresponding to a function of the compet ent
authority as defined in the Malta Financial Services Authority Act;
"Prospectus Regulation" means Regulation (EU) No. 2017/1129
of the European Parliament and of the Council of the 14 June 20 17
on the prospectus to be published when securities are offered t o the
public or admitted to trading on a regulated market, and repeal ing
Directive 2003/71/EC, as may be amended from time to time, andincludes any implementing measures, implementing technicalstandards, regulatory technical standards and similar measures that
have been, or may be issued thereunder;
"quoted company" means a company whose financial
instruments have been admitted to listing and trading on a trad ing
venue in accordance with the provisions of this Act;
"recognised list" means a list prepared and published by a
regulated market in accordance with the bye-laws of such regula ted
market;
"regulated market" means a multilateral system operated and, or
managed by a market operator, which brings together or facilita tes
the bringing together of multiple third-party buying and sellin g
interests in financial instruments - in the system and in accor dance
with its non-discretionary rules - in a way that results in a c ontract,
in respect of the financial instruments admitted to trading und er its
rules and, or systems, and which is authorised and functionsregularly and in accordance with Title III of 
MiFID. For the
purposes of this definition, "b uying and selling interests" inc ludes
orders, quotes and indications of interest;
"Regulation (EU) No. 1095/2010" means Regulation (EU) No.
1095/2010 of the European Parliament and of the Council of 24November 2010 establishing a European Supervisory Authority(European Securities and Markets Authority), amending DecisionNo. 716/2009/EC and repealing Commission Decision 2009/77/ECas amended from time to time, and includes any implementingmeasures that have been or may be issued hereunder;
"
Regulation (EU) No. 1308/2013" means Regulation (EU) No.
1308/2013 of the European Parliament and of the Council of 17December 2013 establishing a common organisation of the marketsin agricultural products and repealing Council Regulations (EEC )
No. 922/72, (EEC) No. 234/79, (EC) No. 1037/2001 and (EC) No.1234/2007, as amended from time to time, and includes anyimplementing measures that have been or may be issuedthereunder;
"related company" in relation to a company, means any body
corporate which is that company’s subsidiary, associated or hol ding
 8        CAP. 345. ]                      FINANCIAL MARKETS
company, or is the manager of or managed by, or is advisor to o r is
advised by or otherwise controls or is controlled by that compa ny,
its holding company or a subsidiary or associate of that compan y’s
holding company;
"securities" means, for the purposes of Part III, transferable
securities, with the exception of money market instruments asdefined in point (17) of Article 4(1) of the 
MiFID, having a
maturity of less than twelve (12) months;
"Shareholders’ Rights Directive " means Directive 2007/36/EC  of
the European Parliament and of the Council of the 11 July 2007 (as
subsequently amended) on the exercise of certain rights ofshareholders in listed companies, as may be amended from time t o
time, and includes any implementing measures, implementingtechnical standards, regulatory technical standards and similarmeasures that have been or may be issued thereunder; 
"
Statutory Audits Directive" means Directive 2006/43/EC of the
European Parliament and of the Council of the 17 May 2006 (assubsequently amended) on statu tory audits of annual accounts an d
consolidated accounts, amending Council Directives 78/660/EECand 83/349/EEC and repealing Council Directive 84/253/EEC, asmay be amended from time to time, and includes any implementingmeasures, implementing technical standards, regulatory technica l
standards and similar measures that have been, or may be issuedthereunder;  
"
SSR" means Regulation (EU) No. 236/2012 of the European
Parliament and of the Council of 14 March 2012 on short sellingand certain aspects of credit default swaps, as amended from ti me
to time;
"
Takeover Bids Directive" means Directive 2004/25/EC of the
European Parliament and of the Council of 21 April 2004 ontakeover bids, as amended from time to time, and includes anyimplementing measures that have been or may be issuedthereunder;
"third-country CSD" means any legal entity established in a thi rd
country that provides a similar service to the core service ref erred
to in point (3) of Section A of the Annex to the 
CSDR  and performs
at least one other core service listed in Section A of the Anne x;
"trading" means the activity of buying and selling of quoted
financial instruments;
"trading venue" means a regulated market, an MTF or an OTF;"transferable securities" means those classes of securities whi ch
are negotiable on the capital market, with the exception ofinstruments of payment, such as:
(a) shares in companies and other securities equivalent to
shares in companies, partnerships or other entities, anddepositary receipts in respect of shares;
(b) bonds or other forms of securitised debt, including
depositary receipts in respect of such securities;
                         FINANCIAL MARKETS           [CAP. 345.       9
(c) any other securities giving the right to acquire or sell
any such transferable securities or giving rise to a cashsettlement determined by reference to transferablesecurities, currencies, interest rates or yields,commodities or other indices or measures;
"
Transparency Directive" means Directive 2004/109/EC of the
European Parliament and of the Council of 15 December 2004 onthe harmonisation of transparency requirements in relation toinformation about issuers whose securities are admitted to trad ing
on a regulated market and amending 
Directive 2001/34/EC, as
amended from time to time, and includes any implementingmeasures that have been or may be issued thereunder;
Cap. 330."tribunal" means the Financial Services Tribunal established
under article 21 of the Malta Financial Services Authority Act.
Added by:
XLVI.2021.11.(1A)  In this Act and in any regulations made thereunder, if th ere is
any conflict between the English and Maltese texts, the English  text
shall prevail.
(2) The objective of this Act is, in part, to transpose and
implement the provisions of the Directive, and consequently thi s
Act and any regulations adopted thereunder shall be interpreted  and
applied accordingly.
Competent 
authority shall carry out its functions under this Act.
Added by:
XIX. 3016.4.2A. (1) The competent authority shall carry out its functions
under this Act and, in particular, shall ensure compliance with  the
provisions of this Act.
(2) The competent authority shall also carry out the functions
and duties as competent authority for all purposes of the CRAR,
CSDR , EMIR , MiFID , MiFIR  and the SSR, and the Commission of
the European Union, ESMA, and European regulatory authorities
shall be informed accordingly.
Cap. 330.(3) The Malta Financial Services Authority established by the
Malta Financial Services Authority Act shall be the designated
competent authority in Malta for the purposes of implementing t he
relevant provisions of the CRAR, CSDR, EMIR, MiFID, MiFIR
and the SSR, and any reference in this Act to the competent
authority shall be read and construed accordingly.
PART II
Amended by:
XX. 2007.14.Substituted by:XIX. 2016.5.TRADING VENUES
Minister’s power to make regulations.Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30;XX. 2007.14, 16;XXXI. 2017.17.3. (1) The Minister, acting on the advice of the Competent
Authority, may make regulations setting out - 
(a) the requirements and conditions which must be
satisfied by a market if it is to qualify as a regulatedmarket in respect of which an authorisation may beissued by the competent authority; 
(b) the requirements including reporting and transparency
requirements and conditions which a regulated market
 10        CAP. 345. ]                      FINANCIAL MARKETS
must continue to satisfy if it is to remain a regulated
market;
(c) the circumstances and the manner in which an
authorisation or the requirements and conditions towhich it is subject may be varied, suspended orrevoked;
(d) requirements for the regulation and supervision of
market operators and, or regulated markets;
(e) arrangements for the investigation of complaints about
market operators and, or regulated markets;
(f) the functions of the Tribunal with respect to
proceedings under the bye-laws of regulated marketsby persons subject to such bye-laws;
Cap. 379.(g) arrangements for the scrutiny of practices of market
operators and, or bye-laws and practices of regulatedmarkets and for preventing restrictive practices interms of the 
Competition Act and any regulations
made thereunder;
(h) categories of transactions that are to be carried out
exclusively on a regulated market and thecircumstances in which investors may be exemptedtherefrom;
(i) exemptions from the requirement for an authorisation
under article 4(1) which may be subject to suchvariations, additions, adaptations and modifications asmay be prescribed and which may be subject to suchconditions or other requirements, including otherforms of authorisation and notification procedures, asmay be prescribed;
(j) prescribing anything that is incidental to or connected
with any of the above matters.
Added by:
XXXI. 2017.17.(2) Regulations made under this article may impose:
(a) administrative penalties which may not exceed one
hundred and fifty thousand euro (€150,000) for eachinfringement or failure to comply, as the case may be;
(b) punishments or other penalties in respect of any
contravention or failure to comply not exceeding a fine(multa ) of four hundred and sixty six thousand euro
(€466,000) or to a term of imprisonment not exceedingfour years, or to both such fine and imprisonment;
(c) administrative penalties higher than one hundred and
fifty thousand euro (€150,000) and fines higher thanfour hundred and sixty six thousand euro (€466,000),where deemed necessary or appropriate for anycontravention of or failure of compliance with any EUDirective or EU Regulation or of any regulations madeunder this article to transpose or to give effect to anyEU Directive or EU Regulation.
                         FINANCIAL MARKETS           [CAP. 345.       11
(3) Regulations made under this article may also prescribe
penalties and fines as provided for in sub-article (2)( c), for any breach
of any provision of the Act or for any breach of any Financial Market
Rules, transposing and, or implementing any EU Directive or EURegulation.
Application for 
authorisation.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.14, 17;XIX. 2010.18;XX. 2013.26;XXXI. 2017.18;XLVI.2021.12;LXXI.2021.7.4. (1)(a) No person shall provide, or hold itself out to provide
the services of a regulated market in or from withinMalta unless such person is in possession of anauthorisation. 
(b) Any body corporate or unincorporate may apply to the
competent authority for an authorisation under thisPart of the Act declaring it to be an authorisedregulated market for the purposes of this Act.
(c) A regulated market shall only be authorised where the
competent authority is satisfied that both the marketoperator and the systems of the regulated marketcomply with the applicable requirements laid down inthis Act and any regulation or Financial Market Rulesmade thereunder.
(d) Where a regulated market is a legal person and is
managed or operated by a market operator other thanthe regulated market itself, the competent authorityshall establish by means of Financial Market Ruleshow the different obligations imposed on the marketoperator under 
MiFID  are to be allocated between the
regulated market and the market operator.
(2) ( a) The market operator of the regulated market shall
provide all information, necessary to enable thecompetent authority to satisfy itself that the regulatedmarket has established, at the time of initialauthorisation, all the necessary arrangements to meetits obligations under the Act or any regulations orFinancial Market Rules made thereunder.
(b) An application shall be made in such a manner as the
competent authority may establish by FinancialMarket Rules and shall be accompanied by:
(i) a programme of operations setting out inter alia
the types of business envisaged;
(ii) a full description of the organisational structure
and the proposed bye-laws or similararrangements of the applicant;
(iii) detailed information as required by the
competent authority on the -
(a) persons who effectively direct the business
and the operations of the regulated market;
(b) those persons who own the regulated
market; and
(c) the market operator; and
(iv) any other information required by the competent
 12        CAP. 345. ]                      FINANCIAL MARKETS
authority.
(3) The market operator shall notify the competent authority
immediately of any changes or corrections to the informationprovided in terms of sub-article (2):
Provided that in the case of changes to the persons who
effectively direct the business and the operations of the regul ated
market the prior authorisation of the competent authority shall  be
requested:
Provided further that where there are objective and
demonstrable grounds for believing that the appointment orelection of an officer poses or may pose a material threat to t he
sound and prudent management and operation of the regulatedmarket, the competent authority shall refuse to approve suchappointment or election.
(4) For the better carrying out of the provisions of this Act, t he
competent authority may, from time to time, issue and publishFinancial Market Rules which shall be binding on regulatedmarkets and others as may be specified therein. Such FinancialMarket Rules may lay down additional requirements and condition s
in relation to activities of regulated markets and any other persons as
may be specified therein, the conduct of their business, theirrelations with customers, the public and other parties, theirresponsibilities to the competent authority, reporting requirem ents,
financial resources, capital adequacy and related requirements,  and
any other matters as the competent authority may considerappropriate including -
(a) the manner and form in which an application is to be
made;
(b) the particulars and such other matters which are to be
set out by an applicant;
(c) such further information as the competent authority
may reasonably require for the purpose of determiningthe application;
(d) any other matter incidental to or connected with any of
the above.
(5) Information which the competent authority may require in
connection with an application shall be provided in such form, and
shall be verified in such manner, as the competent authority ma y
direct.
(6) Different Financial Market Rules may be issued by the
competent authority under sub-article (4) with respect to diffe rent
classes or categories of applications.
(7) In determining an application the Competent Authority may
have regard to any information which it considers relevant to t he
application.
(8) The competent authority may on an application duly made
in accordance with sub-articles (1) and (2) and subject to anyFinancial Market Rules issued under sub-article (4) make or ref use
to issue an authorisation. Where  the competent authority issues  an
                         FINANCIAL MARKETS           [CAP. 345.       13
authorisation, the market operator shall be responsible for ens uring
that the provisions of the Act, regulations and Financial Marke t
Rules made thereunder and any implementing measures issued bythe European Commission in terms of the powers conferred to it by
the Directive, which are applicable to regulated markets, arecomplied with.
(9) An authorisation shall state the date on which it shall take
effect.
(10) Where the competent authority refuses an application for an
authorisation it shall give the applicant a notice to that effe ct
stating the reasons for the refusal.
(11) (Deleted by: XLVI.2021.12 ).
(12) An authorisation may, in accordance with such regulations
as may be prescribed, be varied, suspended or revoked by thecompetent authority.
Applicable law 
when Malta is the home Member State.
Added by:
XX. 2007.18.Substituted by:XXXI. 2017.19.4A. Without prejudice to any relevant provisions of MAR  or of
MAD, the public law governing the trading conducted under the
systems of the regulated market shall be that of Malta when Mal ta is
the home Member State of the regulated market.
Significant 
influence over the management of a regulated market.
Added by:
XX. 2007.18.4B. (1) Persons who are in a position to exercise, directly or
indirectly, significant influence over the management of theregulated market must be fit and proper.
(2) No person shall acquire a direct or indirect holding in a
regulated market and, or the market operator which represents t en
(10) per cent or more of the share capital issued by such body or of
the voting rights attaching to such share capital or which make s it
possible to exercise a significant influence over the managemen t of
the regulated market ("qualifying shareholding") or increase su ch
qualifying shareholding so that the proportion of the voting ri ghts
or of the share capital held by him in the regulated market rea ches
or exceeds twenty (20) per cent, thirty-three (33) per cent or fifty
(50) per cent unless the competent authority has been notified of
that intention by such person or by the relevant regulated mark et
and the competent authority has approved the acquisition of orincrease in such qualifying shareholding.
(3) The competent authority shall refuse to approve any
changes to controlling interests as proposed by the regulated
market and, or the market operator in terms of sub-article (2) where
there are objective and demonstrable grounds for believing thatthey would pose a threat to the sound and prudent management ofthe said regulated market.
(4) The market operator of a regulated market shall:
(a) provide the competent authority with, and make
public, information regarding the ownership of theregulated market and, or the market operator, and inparticular, the identity and scale of interests of anyparties in a position to exercise significant influence
 14        CAP. 345. ]                      FINANCIAL MARKETS
over the management;
(b) inform the competent authority of and make public,
any transfer of ownership which gives rise to a changein the identity of the persons exercising significantinfluence over the operation of the regulated market.
Regulated market 
bye-laws and arrangements.
Added by:
XX. 2007.18.
Amended by:
XIX. 2016.6;XXXI. 2017.20.4C. (1) Regulated markets shall be obliged to:
(i) have clear and transparent bye-laws regarding
the admission of financial instruments to tradingwhich shall ensure that any financial instrumentsadmitted to trading on the regulated market arecapable of being traded in a fair, orderly andefficient manner and, that transferable securitiesare freely negotiable:
Provided that in the case of derivatives such
requirements shall also ensure that the design ofthe derivative contract allows for its orderlypricing as well as for the existence of effectivesettlement conditions;
(ii) have effective arrangements to verify that
issuers of transferable securities that areadmitted to trading comply with theirobligations under Union Law in respect of initial,
ongoing or ad hoc disclosure obligations;
(iii) establish arrangements which facilitate its
members or participants in obtaining access toinformation which has been made public underUnion Law;
(iv) establish the necessary arrangements to review
regularly the compliance with admissionrequirements of the financial instruments whichare admitted to trading.
(2) A transferable security that has been admitted to trading on
a regulated market can subsequently be admitted to trading on o ther
regulated markets, even without the consent of the issuer and i n
compliance with the relevant provisions of 
Directive 2003/71/EC
of the European Parliament and of the Council of 4 November,2003 on the prospectus to be published when securities are offe red
to the public or admitted to trading, and amending 
Directive 2001/
34/EC and any implementing measures that have been or may be
issued thereunder.
(3) The issuer shall be informed by the regulated market of the
fact that its transferable securities are traded on that regula ted
market. The issuer shall not be subject to any obligation to pr ovide
information required under sub-article (1)(ii) directly to anyregulated market which has admitted the issuer’s transferablesecurities to trading without its consent.
(4) In complying with the provisions of this article regulated
markets shall also comply with the applicable provisions of 
MiFIR .
                         FINANCIAL MARKETS           [CAP. 345.       15
Rights of a market 
operator.
Added by:
XXXI. 2017.21.4D.  A market operator shall be entitled to exercise the rights
that correspond to the regulated market that it manages by virt ue of
MiFID .
Limitation on 
market operators.
Added by:
XXXI. 2017.21.4E.  Market operators shall not execute client orders against
proprietary capital, or engage in matched principal trading on any
of the regulated markets they operate.
System resilience, 
circuit breakers andelectronic trading.
Added by:
XXXI. 2017.21.4F. (1) A regulated market shall have in place effective
systems, procedures and arrangements to ensure its trading syst ems
are resilient, have sufficient capacity to deal with peak order  and
message volumes, are able to ensure orderly trading underconditions of severe market stress, are fully tested to ensure such
conditions are met and are subject to effective business contin uity
arrangements to ensure continuity of its services if there is a ny
failure of its trading systems.
(2) A regulated market shall have in place:
(a) written agreements with all investment firms pursuing
a market making strategy on the regulated market;
(b) schemes to ensure that a sufficient number of
investment firms participate in such agreements whichrequire them to post firm quotes at competitive priceswith the result of providing liquidity to the market on aregular and predictable basis, where such arequirement is appropriate to the nature and scale ofthe trading on that regulated market.
(3) The written agreement referred to in sub-article (2) shall at
least specify:
(a) the obligations of the investment firm in relation to the
provision of liquidity and where applicable any otherobligation arising from participation in the schemereferred to in sub-article (2)( b);
(b) any incentives in terms of rebates or otherwise offered
by the regulated market to an investment firm so as toprovide liquidity to the market on a regular andpredictable basis and, where applicable, any otherrights accruing to the investment firm as a result of
participation in the scheme referred to in sub-article
(2)(b).
(4) A regulated market shall monitor and enforce compliance
by investment firms with the requirements of such binding writt en
agreements. The regulated market shall inform the competentauthority about the content of the binding written agreement an d
shall, upon request, provide all further information to thecompetent authority necessary to enable the competent authority  to
satisfy itself of compliance by the regulated market with sub-a rticle
(3) and this sub-article.
(5) A regulated market shall have in place effective systems,
 16        CAP. 345. ]                      FINANCIAL MARKETS
procedures and arrangements to reject orders that exceed pre-
determined volume and price thresholds or are clearly erroneous .
(6) A regulated market shall be able to temporarily halt or
constrain trading if there is a significant price movement in afinancial instrument on that market or a related market during a
short period and, in exceptional cases, to be able to cancel, v ary or
correct any transaction. A regulated market shall ensure that t he
parameters for halting trading are appropriately calibrated in a way
which takes into account the liquidity of different asset class es and
sub-classes, the nature of the market model and types of users and
is sufficient to avoid significant disruptions to the orderline ss of
trading.
(7) A regulated market shall report the parameters for halting
trading and any material changes to those parameters to thecompetent authority in a consistent and comparable manner. Thecompetent authority shall in turn report them to 
ESMA .
(8) Where a regulated market which is material in terms of
liquidity in that financial instrument halts trading, in any Me mber
State or EEA State including Malta, that trading venue shall ha ve
the necessary systems and procedures in place to ensure that it  will
notify the competent authority or European regulatory authoriti es,
as the case may be, in order for them to coordinate a market-wi de
response and determine whether it is appropriate to halt tradin g on
other venues on which the financial instrument is traded untiltrading resumes on the original market.
(9) A regulated market shall have in place effective systems,
procedures and arrangements, including requiring members orparticipants to carry out appropriate testing of algorithms andproviding environments to facilitate such testing, to ensure th at
algorithmic trading systems cannot create or contribute todisorderly trading conditions on the market and to manage anydisorderly trading conditions which do arise from such algorith mic
trading systems, including systems to limit the ratio of unexec uted
orders to transactions that may be entered into the system by amember or participant, to be able to slow down the flow of orde rs if
there is a risk of its system capacity being reached and to lim it and
enforce the minimum tick size that may be executed on the marke t.
(10)  A regulated market that permits direct electronic access
shall have in place effective systems procedures and arrangemen ts
to ensure that members or participants are only permitted toprovide such services if they are investment firms authorised u nder
MiFID or credit institutions authorised under the CRD, that
appropriate criteria are set and applied regarding the suitabil ity of
persons to whom such access may be provided and that the memberor participant retains responsibility for orders and trades exe cuted
using that service in relation to the requirements of 
MiFID .
(11) A regulated market shall also set appropriate standards
regarding risk controls and thresholds on trading through such
                         FINANCIAL MARKETS           [CAP. 345.       17
access and be able to distinguish and, if necessary, stop order s or
trading by a person using direct electronic access separately f rom
other orders or trading by the member or participant.
(12)  A regulated market shall have arrangements in place to
suspend or terminate the provision of direct electronic access by a
member or participant to a client in the case of non-compliancewith sub-articles (10) and (11).
(13)  A regulated market shall ensure that its rules on co-
location services are transparent, fair and non-discriminatory.
(14)  A regulated market shall ensure that its fee structures
including execution fees, ancillary fees and any rebates aretransparent, fair and non-discriminatory and that they do not c reate
incentives to place, modify or cancel orders or to executetransactions in a way which contributes to disorderly tradingconditions or market abuse. In particular, a regulated market s hall
impose market making obligations in individual shares or a suit able
basket of shares in exchange for any rebates that are granted. 
(15)  A regulated market shall be allowed to adjust its fees fo r
cancelled orders according to the length of time for which the order
was maintained and to calibrate the fees to each financialinstrument to which they apply.
(16)  A regulated market may be allowed to impose a higher fee
for placing an order that is subsequently cancelled than an ord er
which is executed and to impose a higher fee on participantsplacing a high ratio of cancelled orders to executed orders and  on
those operating a high-frequency algorithmic trading technique in
order to reflect the additional burden on system capacity.
(17)  A regulated market shall be able to identify, by means of
flagging from members or participants, orders generated byalgorithmic trading, the different algorithms used for the crea tion
of orders and the relevant persons initiating those orders. Tha t
information shall be available to the competent authority andEuropean regulatory authorities upon request.
(18)  Upon request by the competent authority, a regulated
market shall make available thereto, data relating to the order  book
or give the competent authority access to the order book so tha t it is
able to monitor trading.
Tick sizes.
Added by:
XXXI. 2017.21.4G. (1) Regulated markets shall adopt tick size regimes in
shares, depositary receipts, exchange-traded funds, certificate s and
other similar financial instruments and in any other financialinstrument for which regulatory technical standards are develop ed
by 
ESMA .
(2)  The tick size regimes referred to in sub-article (1) shall:
(a) be calibrated to reflect the liquidity profile of the
 18        CAP. 345. ]                      FINANCIAL MARKETS
financial instrument in different markets and the
average bid-ask spread, taking into account thedesirability of enabling reasonably stable priceswithout unduly constraining further narrowing ofspreads;
(b) adapt the tick size for each financial instrument
appropriately.
Synchronisation of 
business clocks.
Added by:
XXXI. 2017.21.4H. All trading venues and their members or participants shall
synchronise the business clocks they use to record the date and  time of
any reportable event.
Financial Market 
Rules.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.14, 19.5.(1) The competent authority may issue Financial Market
Rules requiring a regulated market to give it - 
(a) notice of such events relating to that regulated market
as may be specified by the competent authority; and
(b) such information in respect of those events as may be
specified by the competent authority;
(c) such other information relating to that regulated
market, at such times or in respect of such period asmay be specified by the competent authority.
(2) Any Financial Market Rules issued by the competent
authority may require information to be given in a specified fo rm
and to be verified in a specified manner and any information sorequired shall be provided promptly.
Non-application or 
modification of Financial Market Rules.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.14, 20.6.(1) The competent authority may direct that any of the
Financial Market Rules issued under article 5 are not to apply in
respect of any regulated market or are to apply to such regulat ed
market with such modification as may be specified in the Financ ial
Market Rule, if it is satisfied that - 
(a) compliance by the regulated market with the Financial
Market Rules, or with the Financial Market Rules asunmodified, would be unduly burdensome or wouldnot achieve the purpose for which the FinancialMarket Rules were made; and 
(b) the non-application or modification of the Financial
Market Rule as aforesaid would not result in unduerisk to persons whose interests such Financial MarketRules are intended to protect.
(2) A Financial Market Rule issued by the competent authority
under sub-article (1) may be made subject to such conditions as  the
competent authority may deem fit.
Supervision.
Substituted by:XVII. 2002.114.mended by:XX. 2007.14, 21;XX. 2013.27;XIX. 2016.7.7.(Deleted by: XLVI.2021.13 ).
                         FINANCIAL MARKETS           [CAP. 345.       19
Revocation of an 
authorisation.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.14, 22;XXXI. 2017.22.8.(1) An authorisation may be revoked by an order made by
the competent authority at the request, or with the consent of the
regulated market concerned or otherwise as provided in this Act .
(2) If it appears to the competent authority that a regulated
market -
(a) is failing, or has failed, to satisfy the requirements for
authorisation under this Act, or
(b) is failing or has failed, to comply with any other
obligation imposed on it by or under this Act, or
(c) does not make use of the authorisation within twelve
months, expressly renounces the authorisation or hasnot operated for the preceding six months, or
(d) has obtained the authorisation by making false
statements or by any other irregular means, or
(e) no longer meets the conditions under which
authorisation was granted, or
(f) has seriously and systematically infringed the provisions
adopted pursuant to 
MiFID  or MiFIR ,
it may make an order revoking the authorisation order for that body
even though the body does not wish or does not consent to therevocation of the authorisation.
(3) An order under sub-articles (1) and (2) revoking an
authorisation hereinafter referred to as a ''revocation order''  shall
specify the date on which it is to take effect.
(4) A revocation order may contain such transitional provisions
as the competent authority deems necessary or expedient.
(5) The competent authority shall notify 
ESMA  of any revocation
order.
Notice of directive 
or revocation.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.14;LXXI.2021.8.9.(1) Before issuing a directive under article 39K, or before
making a revocation order under article 8(2), the competentauthority shall - 
(a) give written notice of its intention so to do to the
regulated market concerned; and
(b) take such steps as it considers reasonably practicable
to bring the notice to the attention of any other personswho are, in its opinion, likely to be affected.
(2) A notice under sub-article (1) shall -
(a) state the reasons why the competent authority intends
to issue the directive or make the revocation order; and 
(b) draw attention to the right to make representations
conferred by sub-article (3).
(3) Before the end of the period for making representations 
(a) the regulated market; and
(b) any other person who is likely to be affected by the
proposed revocation order and notified in terms of
 20        CAP. 345. ]                      FINANCIAL MARKETS
sub-article (1)( b),
may make representations to the competent authority.
(4) The period for making representations is - 
(a) two (2) months beginning -
(i) with the date on which the notice is served on
the regulated market in the case of the regulatedmarket, or 
(ii) with the date on which the notice is brought to
the attention of any other persons notified interms of sub-article (1)( b) in the case of such
other persons.
(b) such longer period stated in the notice as the
competent authority may deem fit to allow in theparticular case.
(5) In deciding whether to issue a directive or make a
revocation order, the competent authority shall have regard to any
representations made in accordance with sub-article (3).
(6) If the competent authority decides to issue the proposed
directive or to make the proposed revocation order it shall:
(a) give the regulated market written notice of its
decision; and
(b) where it decides to issue the directive or to make the
order, take such steps as it considers reasonablypracticable for bringing its decision to the attention ofany other persons who are, in the competentauthority’s opinion, likely to be affected thereby.
Notification of 
intended action.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.14, 23.10. A regulated market intending to take any of the following
actions shall notify the competent authority in writing and theconsent of the competent authority shall be required before aregulated market may lawfully:
(a) alter or revoke any of its bye-laws; or
(b) make or issue new bye-laws; or
(c) make a change in the arrangements it makes for the
provision of clearing services in respect oftransactions effected on the regulated marketconcerned or in the criteria which it applies whendetermining to whom it will provide clearing services.
Clearing and 
settlement of transactions.
Added by:
XX. 2007.24.
Amended by:
XXXI. 2017.23.10A. Regulated markets shall offer all their members or
participants the right to designate the systems for the clearin g and
settlement of transactions in financial instruments undertaken on
that regulated market subject to:
(a) such links and arrangements between the designated
clearing and settlement system and any other system orfacility as are necessary to ensure the efficient andeconomic settlement of the transaction in question;and
                         FINANCIAL MARKETS           [CAP. 345.       21
(b) agreement by the competent authority responsible for
the supervision of the regulated market that technicalconditions for the clearing and settlement oftransactions concluded on the regulated marketthrough a clearing and settlement system other thanthat designated by the regulated market are such as toallow smooth and orderly functioning of financialmarkets.
Competent 
authority to draw up list when it is the home Member State of a regulated market.
Added by:
XX. 2013.28.10B.  (1) The competent authority shall draw up a list of the
regulated markets registered in Malta and shall forward that li st to
the other Member States, EEA States and ESMA. A similar
communication shall be effected in respect of each change to th at
list.
(2) Market operators shall communicate, on a regular basis,
the list of the members or participants of the regulated market  to
the competent authority of the regulated market.
PART III
Substituted by:
XLVI.2021.14.PROSPECTUS, LISTING AND TRADING
Functions and powers of the competent authority.Substituted by:XLVI.2021.15.11. (1) Without prejudice to any other power or function
conferred to it by this Act or any other law, it shall also be the function
of the competent authority: 
(a) to approve, or otherwise, the prospectus of any offer of
securities to the public in Malta;
(b) to approve, or otherwise, the admissibility of securities
to a local regulated market;
(c) to make Capital Markets Rules for the better
implementation and purposes of this Part; 
(d) to ensure compliance by issuers of securities with the
requirements or conditions set out in the Prospectus
Regulation , the Directives, this Act and any
regulations and Capital Markets Rules issuedthereunder;
(e) to monitor the timely disclosure of information by
issuers or any other persons subject to the CapitalMarkets Rules with the objective of ensuring effectiveand equal access to the public in Malta and in allMember States or EEA States where the securities areadmitted to trading on a local regulated market; 
(f) to act as the designated competent authority in Malta
for the purposes of implementing the relevantprovisions of the 
Prospectus Regulation  and the
Directives, ensure that the provisions adopted pursuantto the Directives are applied and issue Capital MarketsRules in furtherance of its responsibility under anyprovisions of any of the Directives, which rules shallbe binding on issuers, shareholders and any otherpersons as may be indicated in the said Rules:
 22        CAP. 345. ]                      FINANCIAL MARKETS
Provided that, in relation to the Statutory Audit
Directive, this paragraph shall only apply to the extentthat the said Directive applies to issuers; 
(g) to cooperate with ESMA for the purposes of, and
where required by, the 
Prospectus Regulation , the
Directives or any other applicable law. 
(2) Without prejudice to any other regulatory and investigatory
powers conferred to it by this Act or any other law, the compet ent
authority shall have the following powers:
(a) to require any person to provide supplementary
information in a prospectus or through any othermeans as may be specified by the competent authority,where necessary for investor protection; 
(b) to prohibit or suspend advertisements or require any
person to cease or suspend advertisements for amaximum of ten (10) consecutive working days on anysingle occasion, where there are reasonable groundsfor believing that the 
Prospectus Regulation , this Act
or any regulations or Capital Markets Rules issuedthereunder have been infringed in a local regulatedmarket;
(c) to make public the fact that a person is failing to
comply with its obligations;
(d) to suspend the scrutiny of a prospectus submitted to it
for approval or suspend or restrict an offer ofsecurities to the public or admission to listing and, ortrading on a local regulated market where thecompetent authority is making use of the power toimpose a prohibition or restriction, until suchprohibition or restriction has ceased; 
(e) to refuse approval of any prospectus drawn up by any
person for a maximum period of not more than five (5)years, in the case where that person has repeatedly andseverely infringed 
Prospectus Regulation , this Act or
any regulations or Capital Markets Rules issuedthereunder; 
(f) to disclose, or to require any person to disclose, all
material information which may have an effect on theassessment of the securities offered to the public oradmitted to trading on a local regulated market inorder to ensure investor protection or the smoothoperation and integrity of the market; 
(g) to suspend or require the relevant authorized regulated
market to suspend the listed financial instruments fromtrading on an authorized regulated market where itconsiders that the issuer’s situation is such that trading
would be detrimental to investors’ interests;
(h) to carry out on-site inspections or investigations at
sites other than the private residences of natural
                         FINANCIAL MARKETS           [CAP. 345.       23
persons, and for that purpose to enter premises in order
to access documents and other data in any form: 
(i) where a reasonable suspicion exists that
documents and other data related to the subject-matter of the inspection or investigation may berelevant to prove a breach of the 
Prospectus
Regulation , this Act or any regulations or
Capital Markets Rules issued thereunder; and, or
(ii) for the purpose of ensuring compliance of the
issuer with continuing obligations in terms ofthe 
Prospectus Regulation , this Act or any
regulations or Capital Markets Rules issuedthereunder.
Further functions 
of the Listing 
Authority.
Added by:
XIX. 2010.20;
Amended by:
X. 2011.15.11A. (Deleted by XIX. 2016.8 ).
Approval of 
prospectus and admissibility to listing.Substituted by:XLVI.2021.16.12. (1) Unless otherwise expressly provided in this Act or in
the provisions of any other applicable law, no securities shall  be: 
(a) offered to the public in Malta unless and until a
prospectus is approved by the competent authority;and
(b) eligible for admission to listing and trading on a local
regulated market unless and until the competentauthority has approved the admissibility to listing ofthose securities. 
(2) The Minister may by regulations provide that any securities
which fall within a description or category specified in suchregulations shall not be admissible to listing on any local reg ulated
market. 
(3) A local regulated market may admit to listing and trading to
the recognised list concerned such securities as may be conside red
appropriate and which -
(a) do not fall within a description or category specified in
any regulation made by the Minister under sub-article
(2) as not being admissible to listing on any localregulated market; and
(b) have been authorised as admissible to listing by the
competent authority.
Exemptions.
Added by:
XLVI.2021.17.12A. (1) Without prejudice to Article 4 of the Prospectus
Regulation , the provisions of the Prospectus Regulation , this Act and
any regulations or Capital Markets Rules issued thereunder shal l not
apply to an offer of securities to the public with a total cons ideration in
the European Union and the EEA of less than one million euro(€1,000,000), which shall be calculated over a period of twelve  (12)
 24        CAP. 345. ]                      FINANCIAL MARKETS
months.
(2) Without prejudice to sub-article (1), as well as Articles 1( 4)
and 4 of the Prospectus Regulation, offers of securities to the public
shall be exempt from the obligation to publish a prospectus inaccordance with Article 3(1) of the 
Prospectus Regulation provided
that:
(a) such offers are not subject to notification in
accordance with Article 25 of the Prospectus
Regulation ; and
(b) the total consideration of each such offer in the
European Union and the EEA is less than a monetaryamount calculated over a period of twelve (12) monthswhich shall not exceed five million euro (€5,000,000).
Capital Markets 
Rules.Substituted by:XLVI.2021.18.13. (1) The competent authority may, from time to time,
issue and publish Capital Markets Rules which shall be binding on all
persons approved by it or falling under its regulatory or super visory
functions and others as may be specified therein. 
(2) Without prejudice to the generality of sub-article (1),
Capital Markets Rules issued by the competent authority may: 
(a) lay down additional requirements and conditions in
relation to persons approved by it, seeking itsapproval, or falling under the regulatory orsupervisory functions of the competent authority, theiractivities, the conduct of their business, their relationswith customers, the public and other parties, theirresponsibilities to the competent authority, reportingrequirements, financial resources, capital adequacyand related requirements, and any other matters as thecompetent authority may consider appropriate; 
(b) provide for the returns, statements and notices to be
made or given for any purposes in regard to which thecompetent authority exercises supervisory orregulatory functions, and the form and contentsthereof; 
(c) prescribe the information that such persons are to
submit to the competent authority;
(d) transpose, implement and give effect to the provisions
and requirements of the 
Prospectus Regulation , the
Directives and any other legislative measures of theEuropean Union requiring transposition orimplementation; and, or
(e) regulate any matter that is incidental to or connected
with any of the matters mentioned above as thecompetent authority may consider appropriate in theperformance of its functions.
(3) Capital Markets Rules may be made subject to such
                         FINANCIAL MARKETS           [CAP. 345.       25
exemptions or conditions as may be specified therein, may make
different provision for different cases, circumstances or purpo ses and
may give to the competent authority such powers of adaptation o f the
Capital Markets Rules, as may also be so specified.
Delegation of 
functions and powers of the Listing Authority.14. (Deleted by XLVI.2021.19).
Listing.
Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30;XX. 2007.27, 29.Substituted by:XLVI.2021.20.15. (1) An application for the approval of a prospectus and,
or the admissibility to listing of securities on a local regula ted market
shall be made to the competent authority in such a manner as ma y be
required by Capital Markets Rules. 
(2) The competent authority shall not approve a prospectus or
the admissibility to listing of securities on a local regulated  market
unless it is satisfied that: 
(a) the requirements of any applicable provision of the
Prospectus Regulation , this Act or any regulations or
Capital Markets Rules issued thereunder; and
(b) any other requirements imposed by the competent
authority, 
are complied with.
(3) An application for the approval of a prospectus and, or the
admissibility to listing of securities on a local regulated mar ket shall
be refused if the competent authority considers that granting i t would
be detrimental to the public interest.
Approval of 
prospectus.
Added by:
XLVI.2021.21.15A. (1)  The competent authority shall notify the applicant of
its decision regarding the requested approval of the prospectuswithin ten (10) working days of the submission of the draft pro spectus.
(2) The time limit set out in sub-article (1) shall be extended to
twenty (20) working days where the offer to the public involvessecurities issued by an issuer that does not have any securitie s
admitted to trading on a regulated market and that has not prev iously
offered securities to the public:
Provided that the time limit of twenty (20) working days
shall only be applicable for the initial submission of the draf t
prospectus. Where subsequent submissions are necessary inaccordance with sub-article (3), the time limit set out in sub- article (1)
shall apply.
(3) Where the competent authority finds that the draft
prospectus does not meet the standards of completeness,comprehensibility and consistency necessary for its approval an d, or
that changes or supplementary information are needed:
(a) it shall inform the applicant of that fact promptly and
 26        CAP. 345. ]                      FINANCIAL MARKETS
at the latest within the time limits set out in sub-article
(1) or, as applicable, sub-article (2), as calculated fromthe submission of the draft prospectus and, or thesupplementary information; and
(b) it shall clearly specify the changes or supplementary
information that are needed:
Provided that, in such cases, the time limit set out in sub-
article (1) shall then apply only from the date on which a revi sed draft
prospectus or the supplementary information requested are submi tted
to the competent authority.
(4) Where the applicant is unable or unwilling to make the
necessary changes or to provide the supplementary informationrequested in accordance with sub-article (3), the competent aut hority
shall be entitled to refuse the approval of the prospectus and terminate
the review process. In such case, the competent authority shall  notify
the applicant of its decision and indicate the reasons for such  refusal.
(5) Notwithstanding the provisions of sub-articles (1) and (3),
the time limits set out in the said sub-articles shall be reduc ed to five
(5) working days for a prospectus consisting of separate docume nts
drawn up by frequent issuers, including frequent issuers using the
notification procedure provided for in Article 26 of the 
Prospectus
Regulation. The frequent issuer shall inform the competent authority
at least five (5) working days before the date envisaged for th e
submission of an application for approval:
Provided that a frequent issuer shall submit an application to
the competent authority containing the necessary amendments to the
universal registration document, where applicable, the securiti es note
and the summary submitted for approval.
(6) Notwithstanding the provisions of sub-articles (1) and (3),
the time limits set out in the said sub-articles shall be reduc ed to seven
(7) working days for an EU Recovery prospectus drawn up inaccordance with the 
Prospectus Regulation. The issuer shall inform
the competent authority at least  five (5) working days before t he date
envisaged for the submission of an application for approval:
Provided that this provision shall only apply till 31
December 2022, following which it shall cease to have effect.
(7) Where the competent authority fails to take a decision on
the prospectus within the time limits laid down in sub-articles  (1), (2)
and (5), such failure shall not be deemed to constitute approva l of the
application.
(8) If the competent authority decides to approve a prospectus,
it shall give the applicant written notice accordingly. 
                         FINANCIAL MARKETS           [CAP. 345.       27
(9) If the competent authority decides to refuse a prospectus, i t
must give the applicant notice of its decision in writing stati ng the
reasons for its refusal.
(10) The competent authority shall notify ESMA of the approval
of a prospectus and any supplement thereto as soon as possible and in
any event by no later than the end of the first working day aft er that
approval is notified to the applicant.
Responsibility 
attaching to the prospectus.
Added by:
XLVI.2021.21.15B. (1) Notwithstanding the provisions of this Act or any
other law, the issuer, the offeror, the person asking for the a dmission to
listing and, or trading on an authorized regulated market, the guarantor
or, when any of the foregoing is a legal entity, the members of  its
administrative, management or supervisory bodies, as the case m ay be,
shall be jointly and severally responsible and civilly liable f or the
information submitted in a prospectus, and any supplement there to. 
(2) Notwithstanding the provisions of this Act or any other law,
no civil liability shall attach to any person mentioned in sub- article (1)
solely on the basis of the summary pursuant to Article 7 of the
Prospectus Regulation or the specific summary of an EU Growth
prospectus pursuant to the second sub-paragraph of Article 15(1 ) of
the Prospectus Regulation , including any translation thereof, unless:
(a) it is misleading, inaccurate or inconsistent, when read
together with the other parts of the prospectus; or
(b) it does not provide, when read together with the other
parts of the prospectus, key information in order toassist investors when considering whether to invest inthe securities.
(3) The persons responsible for the prospectus, and any
supplement thereto in accordance with sub-article (1), shall be  clearly
identified in the prospectus by their names and functions or, i n the case
of legal entities, their names and registered offices, as well as
declarations by them that, to the best of their knowledge, theinformation contained in the prospectus is factually correct an d that
the prospectus makes no omission likely to affect its import.
(4) The person mentioned in sub-article (1) shall be responsible
for the information submitted in a registration document or in a
universal registration document only in those cases where theregistration document or the universal registration document is  in use
as a constituent part of an approved prospectus:
Provided that the provisions of this sub-article shall apply
without prejudice to Articles 4 and 5 of the 
Transparency Directive
where the information under those Articles is included in a uni versal
registration document.
 28        CAP. 345. ]                      FINANCIAL MARKETS
Notification of 
decision.Substituted by:XVII. 2002.114.
Amended by:
XX. 2007.30;XX. 2013.30.Substituted by:XLVI.2021.22.16. (1) The competent authority shall notify the applicant of
its decision regarding the requested approval of the admissibil ity to
listing of securities on a local regulated market within ten (1 0)
working days of the submission of the application.
(2) The time limit set out in sub-article (1) shall be extended
to twenty (20) working days where the offer to the public invol ves
securities issued by an issuer that does not have any securitie s
admitted to trading on a regulated market and that has not prev iously
offered securities to the public:
Provided that the time limit of twenty (20) working days
shall only be applicable for the initial submission of the appl ication.
Where subsequent submissions are necessary in accordance with s ub-
article (3), the time limit set out in sub-article (1) shall ap ply.
(3) Where the competent authority finds that the application is
incorrect or incomplete and, or that supplementary information is
required:
(a) it shall inform the applicant of that fact promptly and
at the latest within the time limits set out in sub-article
(1) or, as applicable, sub-article (2), as calculated fromthe date of the submission of the application; and
(b) it shall clearly specify the changes or supplementary
information that are required:
Provided that, in such cases, the time limit set out in sub-
article (1) shall subsequently apply only from the date on whic h the
revised application or the supplementary information requested are
submitted to the competent authority.
(4) Where the applicant is unable or unwilling to make the
necessary changes to the application or to provide the suppleme ntary
information requested in accordance with sub-article (3), thecompetent authority shall be entitled to refuse the approval ofadmissibility to listing of securities on a local regulated mar ket and
terminate the review process. In such a case, the competent aut hority
shall notify the applicant of its decision and indicate the rea sons for its
refusal.
(5) Where the competent authority fails to take a decision on
the application within the time limits laid down in sub-article s (1) and
(2), such failure shall not be deemed to constitute approval of  the
application.
(6) If the competent authority decides to approve the
admissibility to listing of securities on a local regulated mar ket, it shall
give the applicant written notice accordingly. 
(7) If the competent authority decides to refuse the
                         FINANCIAL MARKETS           [CAP. 345.       29
admissibility to listing of securities on a local regulated mar ket, it must
give the applicant notice of its decision in writing stating th e reasons
for its refusal.
(8) For the purposes of this article "application" means an
application for the approval of admissibility to listing of sec urities on a
local regulated market made in terms of the provisions of this Act, and
any regulations, or Capital Markets Rules issued thereunder.
Discontinuation or 
suspension.Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30;XX. 2007.14, 27, 31;XX. 2013.31;XXXI. 2017.25.17. (Deleted by: XLVI.2021.23 ).
Notice of 
discontinuation or suspension.Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30;
XX. 2007.14, 32.18. (Deleted by: XLVI.2021.24 ).
Penalty in respect 
of contraventions.Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30;XX. 2007.27, 33;L.N. 424 of 2007;X. 2011.16;XIX. 2016.9.19. (Deleted by: XLVI.2021.25 ).
Administrative 
penalties.
Added by:
XIX. 2016.10.19A. (Deleted by: XLVI.2021.26 ).
Sanctions on 
members of administrative, management or supervisory bodies of the legal entity.
Added by:
XIX. 2016.10.19B. (Deleted by: XLVI.2021.27 ).
Suspension of 
exercise of voting rights.
Added by:
XIX. 2016.10.19C. (Deleted by: XLVI.2021.28 ).
Relevant 
circumstances.
Added by:
XIX. 2016.10.19D. (Deleted by: XLVI.2021.29 ).
Notice of penalty.
Substituted by:
XVII. 2002.114.
Amended by:
XX. 2007.34;XIX. 2016.11.20. (Deleted by: XLVI.2021.30 ).
 30        CAP. 345. ]                      FINANCIAL MARKETS
Power to issue 
directives.Added by:XXVI.2019.84.20A. (Deleted by: XLVI.2021.31 ).
Regulatory and 
investigatory powers of the Listing Authority.Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30.21. (Deleted by: XLVI.2021.31 ).
Cooperation with 
other European regulatory authorities.
Added by:
XX. 2013.32.
Amended by:
XLVI.2021.33.21A.  The competent authority shall cooperate with other
European regulatory authorities whenever necessary for thepurpose of carrying out its duties and exercising its powers un der
the Directives and the 
Prospectus Regulation. It shall render the
necessary assistance to other European regulatory authorities, in
particular by exchanging information and cooperating in anyinvestigatory or supervisory function.
Reference of cases 
to ESMA.
Added by:
XX. 2013.32.
Amended by:
XLVI.2021.34.21B.  The competent authority may refer to ESMA  cases where a
request for cooperation, in particular to exchange information,  has
been rejected or has not been acted upon within a reasonable ti me.
Obligation of 
professional secrecy.
Added by:
XX. 2013.32.
Amended by:
XLVI.2021.35.21C.  The obligation of professional secrecy shall not prevent
the competent authority from exch anging confidential informatio n
or from transmitting confidential information to other Europeanregulatory authorities, 
ESMA or ESRB, subject to constraints
relating to firm-specific information and effects on third coun tries
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-prudentialoversight of the financial system and establishing a EuropeanSystemic Risk Board respectively. Information exchanged betweenthe competent authority and other European regulatory authoriti es,
ESMA or the ESRB shall be covered by the obligation of
professional secrecy, to which the persons employed or formerlyemployed by the competent authority receiving the information a re
subject.
Notification to 
ESMA.
Added by:
XX. 2013.32.
Amended by:
XLVI.2021.36.21D.  The competent authority shall notify ESMA  of any
cooperation agreements it enters into providing for the exchang e of
information with the regulatory  authorities or bodies enabled b y their
respective legislation to carry out tasks under the Directives and the
Prospectus Regulation .
Delegation of 
powers.Substituted by:XVII. 2002.114.
Amended by:
IV . 2005.30;XX. 2007.14, 27, 35.22. (Deleted by: XLVI.2021.37 ).
Non-liability for 
acts done in good faith.Substituted by:XVII. 2002.114.23. (Deleted by: XLVI.2021.38 ).
                         FINANCIAL MARKETS           [CAP. 345.       31
PART IV
Substituted by:
XX. 2007.36.CENTRAL SECURITIES DEPOSITORY
Authorisation 
requirement. 
Amended by:
V . 1992.2;XIV . 1994.32;XXV . 1995.433;XVIII. 2002.110, 115;IV . 2005.30.Substituted by:XX. 2007.36.
Amended by:
XXXI. 2017.26.24. (1)  No person shall establish and operate a central securities
depository in Malta or shall provide, or hold itself out to be or
provide, the service of a central securities depository in or f rom
Malta unless such person is in possession of a written authoris ation
issued by the competent authority under this Part, in terms of the
CSDR :
Provided that a CSD authorised in Malta and wishing to
provide the services referred to in points 1 and 2 of Section A  of the
Annex to the CSDR, within the territory of a Member State or an
EEA State, may do so in accordance with Article 23 of the CSDR :
Provided further that a CSD, authorised in a Member State
or an EEA State and wishing to provide the services referred to  in
points 1 and 2 of Section A of the Annex to the CSDR, within the
territory of Malta, may do so in accordance with Article 23 of the
CSDR :
Provided further that a third-country CSD may provide
services referred to in the Annex to the CSDR  within the territory of
Malta, in accordance with Article 25 of the CSDR .
(2) Any legal person may apply in writing to the competent
authority for an authorisation under this Part in terms of the CSDR,
authorizing it to act as a central securities depository for th e
purposes of this Act.
(3) Authorisation to act as a central securities depository may
be granted only where the competent authority is satisfied that  the
applicant complies and will be in a position to comply with theapplicable requirements laid down under the 
CSDR and with the
applicable requirements laid down in this Act and regulations a nd
Financial Market Rules issued hereunder.
Cap. 204.(4) Nothing in this Act or in any regulation made hereunder
shall be construed as enabling or empowering a central securiti es
depository to perform a function or activity which requires anapproval or authorisation in terms of the 
Central Bank of Malta Act
or any other law.
Designation of the 
competent authority.
Added by:
XXXI. 2017.27.24A.  The Malta Financial Services Authority established by the
Malta Financial Services Authority Act shall be the designated
competent authority in Malta for the purposes of implementing t he
relevant provisions of the CSDR, and any reference to the competent
authority shall be read and construed accordingly.
Determination of 
an application.
Amended by:
XVII. 2002.110.Substituted by:XX. 2007.36.
Amended by:
XXXI. 2017.28.25. (1) In determining an application the competent authority
shall have regard to such information and other factors as it m ay
consider relevant or material to the application.
(2) The competent authority may, upon receipt of an
application duly made in accordance with this Part, in terms of  the
CSDR, grant or refuse to grant an authorisation. Where the
competent authority issues an authorisation, the central securi ties
 32        CAP. 345. ]                      FINANCIAL MARKETS
depository shall be responsible for ensuring that the provision s of
the CSDR as well as the provisions of the Act, regulations made
thereunder and Financial Market Rules issued by the competentauthority, which are applicable to central securities depositor ies are
complied with.
(3) An authorisation shall state the date on which it shall take
effect.
(4) Where the competent authority refuses an application for an
authorisation it shall give the applicant a notice to that effe ct
stating the reasons for the refusal.
(5) (Deleted by Act XXXI. 2017.28.)
(6) An authorisation may, in accordance with such regulations
as may be prescribed, be varied, suspended or revoked by thecompetent authority.
(7) An authorisation issued to a central securities depository
under this article shall identify the financial instruments,designated or otherwise, which the central securities depositor y
would be authorised to provide services to and shall further id entify
the functions it is authorised to carry out.
Functions of a 
central securities depository.
Amended by:
XVII. 2002.110, 116.Substituted by:XX. 2007.36.XXXI. 2017.29.26. Without prejudice to any other power or function conferred on
it by law or regulation, the functions of a central securities depository
shall include the services listed in the Annex to the CSDR .
Revocation of an 
authorisation.
Added by:
XVII. 2002.117.Substituted by:XX. 2007.36.
Amended by:
XXXI. 2017.30.27. (1) An authorisation may be revoked by an order issued in
writing by the competent authority at the request, or with theconsent, of the central securities depository or otherwise as
provided in this Act.
(2) An authorisation may be revoked by an order issued in
writing without the consent of a central securities depository,  if it
appears to the competent authority that the central securitiesdepository:
(a) is failing, or has failed, to satisfy the requirements for
authorisation under the 
CSDR  or under this Act,
regulations or Financial Market Rules made
hereunder; or
(b) is failing or has failed, to comply with any other
obligation imposed on it by or under the CSDR  or this
Act, regulations or Financial Market Rules made
hereunder or has seriously or systematically infringed the
requirements laid down in the CSDR  or, where
applicable, in MiFID  or MiFIR ; or
(c) does not make use of the authorisation during twelve
months, expressly renounces the authorisation or has
provided no services or performed no activity during thepreceding six months; or
                         FINANCIAL MARKETS           [CAP. 345.       33
(d) has obtained the authorisation by making false
statements or by any other unlawful means; or
(e) no longer meets the conditions under which
authorisation was granted and has not taken remedialactions requested by the competent authority within a settime frame.
(3) An order under sub-articles (1) and (2) revoking an
authorisation hereinafter referred to as a "revocation order" s hall
specify the date on which it is to take effect.
(4) A revocation order may contain such transitional provisions
and other terms and conditions as the competent authority mayconsider necessary or expedient.
(5) (Deleted by Act XXXI. 2017.30.).
Right of appeal.
Added by:
XXXI. 2017.31.27A (Deleted by: XLVI.2021.39 ).
Special rules for 
designated financial instruments. 
Amended by: 
V .1992.2;XVII. 2002.110, 118.Substituted by:XX. 2007.36.
Amended by:
XIX. 2010.22;
X. 2011.17.28.  (Deleted by Act XXXI. 2017.32.)
Application of 
other articles.
Amended by: 
V . 1992.2;XVII. 2002.110, 119.Substituted by:XX. 2007.36.
Amended by:
XIX. 2010.23;XLVI.2021.40.29. The provisions of articles 4B, 6 and 9 of Part II of this Act
shall apply mutatis mutandis  to central securities depositories.
Powers of the 
Minister to make regulations.
Amended by:
XVII. 2002.110, 
120.
Substituted by:XX. 2007.36.
Amended by:
XIX. 2010.24;XXXI. 2017.33.30. (1) The Minister, acting on the advice of the competent
authority, may make regulations setting out:
(a) the requirements and conditions which must be
satisfied by a person if it is to provide the services of a
central securities depository in respect of which the
competent authority may issue an ‘authorisation’under this Act;
(b) the requirements which a central securities depository
must continue to satisfy if it is to remain authorised,including the amount of fees to be payable to thecompetent authority;
(c) the circumstances and the manner in which an
authorisation or the requirements and conditions towhich it is subject may be varied, suspended orrevoked;
 34        CAP. 345. ]                      FINANCIAL MARKETS
(d) requirements for the authorisation, operation,
functions, regulation and supervision of a centralsecurities depository;
(e) requirements for the creation, holding or evidencing of
title to and rights in respect of Financial Instruments ina dematerialised form or represented in book-entry formas immobilisation;
(f) arrangements for the investigation of complaints and
or grievances about central securities depositories andremedies in respect thereof;
(g) arrangements for the ascertainment of compliance by
central securities depositories and the scrutiny of rulesand requirements of central securities depositories;
(h) exemptions from the requirement for an authorisation
or from any provision of this Act which may besubject to such variations, additions, adaptations andmodifications as may be prescribed and which may besubject to such conditions or other requirements,including other forms of authorisation and notificationprocedures;
(i) (Deleted by Act XXXI. 2017.33.).
(j) prescribing anything that is incidental to or connected
with any of the above matters.
(2) Regulations made under this article may be made subject to
such exemptions or conditions as may be specified therein, maymake different provision for different categories or classes of
financial instruments and  for different circumstances or purposes.
Added by:
XXXI. 2017.33.(3) Regulations made under this article may impose administrati ve
penalties and fines higher than one hundred and fifty thousand euro
(€150,000), where deemed necessary or appropriate for anycontravention of or failure of compliance with any EU Directive  or EU
Regulation or of any regulations made under this article to tra nspose or
to give effect to any EU Directive or EU Regulation.
Financial Market 
Rules.
Amended by:
XVII. 2002.110, 121.Substituted by:XX. 2007.36.
Amended by:
XIX. 2010.25.31. The competent authority may from time to time issue
Financial Market Rules which shall be binding on central securi ties
depositories and on others as may be specified, and such Rules may
be issued in respect of any matter raised in this Part, includi ng
Rules for the better regulation of and for securing compliance by
central securities depositories and their officials with therequirements and obligations arising under this Act or regulati ons
made thereunder.
CSDR to prevail in 
case of any inconsistency.
Added by:
XXXI. 2017.34.31A. This Part shall be read and construed in accordance with the
CSDR and, insofar as the provisions of this Part of this Act and an y
rules made thereunder are inconsistent with the provisions of t he
CSDR , the provisions of the CSDR  shall prevail and the provisions of
this Part of this Act and any rules made thereunder shall not a pply to
the extent of the inconsistency.
                         FINANCIAL MARKETS           [CAP. 345.       35
PART V
REGULATORY AND INVESTIGATORY POWERS
Power to require 
information.
Added by:
XVII. 2002.122.
Amended by:
IV . 2005.30;XX. 2007.14, 37.XXXI. 2017.35;XLVI.2021.41;LXXI.2021.9.Cap. 370.32. (1) The competent authority may, by notice in writing,
require -
(i) any regulated market or central securities
depository;
(ii) any person who holds or held a licence under the
Investment Services Act, or who appears to be or
to have been acting as a licence holderthereunder; or
(iii) any person who is or was an officer, employee or
agent of a regulated market or central securitiesdepository, or any other person who is or wasinvolved in the operations of a regulated marketor central securities depository;
(iv) any person who is or was carrying on, or who
appears to be or have been carrying on anyactivity in connection with quoted financialinstruments;
(v) any auditor of a trading venue or data reporting
services provider who appears to be in possessionof relevant information;
(vA) any data reporting services provider;
(vi) any issuer, offeror or person asking for admission
to listing and, or trading on a regulated market, andany person that controls them or is controlled bythem; and, or 
(vii)  any other person who appears to be in possession
of relevant information,
to do all or any of the following -
(a) to furnish to the competent authority, at such time and
place and in such form as it may specify, suchinformation and documentation as it may require,including the power to require existing telephone andexisting data traffic records;
(b) to furnish to the competent authority any information
or documentation as it may require verified in suchmanner as it may specify;
(c) to attend before the competent authority, or before a
person appointed by it, at such time and place as itmay specify, to answer questions and provide suchinformation and documentation as it may require;
(d) to give the competent authority any assistance which it
may require and which that person is reasonably ableto give.
(2) Without prejudice to anything which the competent
 36        CAP. 345. ]                      FINANCIAL MARKETS
authority may require under sub-article (1), all information in
respect of listed financial instruments held on the Register of  the
Central Securities Depository shall be freely accessible to thecompetent authority.
(3) The competent authority may take copies of any documents
furnished, provided or to which it has access under this articl e.
Appointment of 
inspectors.Substituted by:XVII. 2002.123.
Amended by:
XX. 2007.38;XLVI.2021.42;LXXI.2021.10.33. (1) The competent authority may, whenever it deems it
necessary or expedient, appoint an inspector or inspectors toinvestigate and report on the affairs of any persons referred t o in
article 32(1)(i) to (vii).
(2) An inspector appointed under sub-article (1) -
(a) may, if he thinks it necessary or expedient for the
purposes of an investigation, investigate the affairs ofany person mentioned in sub-article (1);
(b) shall have and may exercise all the powers, conferred
on the competent authority by article 32, and anyrequirement made by him shall be deemed to be andhave the same force and effect as a requirement of thecompetent authority;
(c) may, and if so directed by the competent authority
shall, make interim reports and on the conclusion ofhis investigation shall make a final report to thecompetent authority.
(3) In appointing an inspector or inspectors under sub-article
(1) the competent authority may direct that the investigation s hall
be carried out within such time and shall be confined to suchspecific or general matters as the competent authority may deemfit.
Cap. 281.(4) For the purposes of this article inspectors may include an
advocate, a person authorised to carry on the profession ofaccountant or auditor in terms of the 
Accountancy Profession Act,
or a person considered by the competent authority as possessingsuitable expertise to exercise such function.
(5) In the event that it results that the investigated person sh all
have been in breach of any provision of this Act or any other Act
administered by the Authority, or of any regulations or Rules i ssued
thereunder, or in br each of a licence condition, the competent
authority shall have power to order that all reasonable expense s of
an investigation pursuant to this article be paid by any of thepersons concerned. Any such order shall be communicated to thepersons concerned by a notice for payment. A notice for paymentunder this article shall:
(a) be in writing; and
(b) require the authorised person to pay the expenses of
and incidental to the investigation before the end ofsuch period being not less than fourteen days from thedate of service of the notice, as may be specified in thenotice.
                         FINANCIAL MARKETS           [CAP. 345.       37
Right of entry.
Added by:
XVII. 2002.124.34. (1) Any officer, employee or agent of the competent
authority, on producing, if required, evidence of his authority , may
enter premises occupied by a person on whom a notice has beenserved under article 32 or whose affairs are being investigatedunder article 33, for the purpose of obtaining therefrom theinformation or documents required by that notice, or otherwise for
the purpose of the investigation, and of exercising any of thepowers conferred by the said articles.
(2) Where any officer, employee or agent of the competent
authority has cause to believe that if such notice as is referr ed to in
sub-article (1) were served it would not be complied with or th at
any documents to which it could relate would be removed,tampered with or destroyed, such officer, employee or agent may ,
on producing, if required, evidence of his authority, enter anypremises referred to in sub-ar ticle (1) for the purpose of obta ining
therefrom any information or documents specified in the authori ty,
being information or documents that could have been requiredunder such notice as is referred to in sub-article (1).
(3) For the purposes of any action taken under the provisions of
this article, the competent authority may request the assistanc e of
the Commissioner of Police, who may for such purpose exercisesuch powers as are vested in him by law.
Grounds for 
decision.
Added by:
XX. 2007.39.34A.  Any decision taken under this Act by the competent
authority in terms of any provisions of this Act or any regulations or
Capital Markets Rules issued thereunder, shall s tate the grounds on
which such a decision has been based.
No enquiries to be 
made into the affairs of any person trading on a regulated market.Substituted by:XXVI. 2002.125.
Amended by:
IV . 2005.30;XX. 2007.14, 40;XLVI.2021.44..Cap. 476.35. Nothing in this Act or any regulations made thereunder, or
in any bye-laws of a regulated market shall authorise the Minis ter,
the competent authority, the competent authority, any regulatedmarket or any person whomsoever to enquire or cause an enquiry to
be made into the affairs of any person except for the purpose o f
ensuring compliance with the provisions of the 
Prospectus
Regulation, this Act and any regulations or Capital Markets Rules
made thereunder, the bye-laws of the regulated market concernedand the 
Prevention of Financial Markets Abuse Act or  any
regulations made thereunder.
Report on market 
abuse.
Added by:
XVII. 2002.126.
Substituted by:IV . 2005.30.
Amended by:
XX. 2007.14, 41.XXXI. 2017.36.Cap. 476.36. Where any regulated market suspects that there may exist
circumstances to indicate that any violation of the provisions of the
Prevention of Financial Markets Abuse Act may have been
committed, is being committed or is likely in the circumstances  to
be committed, it shall without undue delay report such suspicio n to
the competent authority.
 38        CAP. 345. ]                      FINANCIAL MARKETS
Co-operation with 
European regulatory authorities.
Added by:
XVII. 2002.126.
Amended by:
IV . 2003.20;XX. 2007.42;XLVI.2021.45.37.(1) The competent authority shall act as the contact point
in terms of and for the purposes of sub-article (1) of Art icle 79 of
MiFID .
(2) The competent authority shall cooperate with other
European regulatory authorities whenever necessary for thepurpose of carrying out its duties under 
MiFID and, or MiFIR. It
shall render the necessary assistance to other European regulat ory
authorities, in particular by exchanging information andcooperating in any investigatory or supervisory function. In te rms
of 
MiFID and, or MiFIR, the competent authority may use its
powers for the purposes of cooperation even in cases where theconduct under investigation does not constitute an infringement  of
any provisions of this Act, regulations or Financial Market Rul es
issued thereunder:
Provided that the competent authority may, at its own
discretion, also cooperate with other European regulatoryauthorities with respect to facilitating the recovery of fines.
(3) Upon receipt of a request from European regulatory
authorities designated as contact points within the individualMember States or EEA States under sub-article (1) of Ar ticle 79 of
MiFID, the competent authority shall immediately take the
necessary measures in order to gather the information required for
the carrying out of their duties pursuant to MiFIR or MiFID. If the
competent authority is not able to supply the required informat ion
immediately, it shall notify the requesting European regulatoryauthority of the reasons.
(4) At the time of communicating information to the European
regulatory authorities, whether designated as contact points or  not,
the competent authority may stipulate that the information must  not
be disclosed without its express agreement, in which case suchinformation may be exchanged solely for the purposes for whichthe competent authority had given its agreement.
(5) Where a European regulatory authority exchanging
information with the competent authority stipulates at the time  of
communication of the information that such information must notbe disclosed without its express agreement, such information ma y
be used by the competent authority solely for the purposes forwhich the European regulatory authority would have given itsagreement.
(6) Information received by the competent authority from
contact points in the other Member States or EEA States may betransmitted to other bodies or natural or legal persons, provid ed
that:
(a) the express agreement of the contact points which
disclosed the information is obtained; and
(b) the information is used solely for the purposes for
which the contact points gave their agreement:
Provided further that in duly justified circumstances the
competent authority can transmit information to other bodies ornatural or legal persons without satisfying the conditions in
                         FINANCIAL MARKETS           [CAP. 345.       39
paragraphs ( a) and ( b), in which case the competent authority shall
immediately inform the contact point that sent the information.
(7) Where the competent authority receives confidential
information from contact points in the other Member States or E EA
States or from overseas regulatory authorities under article 37 C, or
when other bodies or natural or legal persons receive confident ial
information from the competent authority, they may only use suc h
confidential information in the course of their duties, in part icular:
(a) to monitor the proper functioning of trading venues
within the meaning of MiFID ;
(b) to impose penalties or adopt other administrative
measures and to consider representations received intheir regard;
(c) in appeals under this Act.
(8) Without prejudice to the powers of the competent authority
under this Act or any other law, where the competent authority has
good reason to suspect that acts contrary to the provisions of 
MiFID
or MiFIR are being or have been carried out on the territory of
another Member State or EEA State by entities not subject to it s
supervision, it shall notify the European regulatory authority of the
other Member State or EEA State and ESMA in as specific a manner
as possible.
(9) Where the information in the possession of the competent
authority had originated from a European regulatory authority o r an
overseas regulatory authority, it may not be disclosed to a Eur opean
regulatory authority or to any other third party without the ex press
agreement of the European regulatory authority or the overseasregulatory authority which had transmitted it and, whereappropriate, solely for the purposes for which that authority h ad
given its agreement.
(10) Where a European regulatory authority suspects that acts
carried out by entities not subject to its supervision and whic h are
contrary to the provisions of 
MiFID or MiFIR are being or have
been carried out in Malta and notifies the competent authority to
this effect, the competent authority shall take appropriate act ion.
The competent authority shall inform the notifying E uropean
regulatory authority and ESMA of the outcome of any such action
and, to the extent possible, of significant interim development s:
Provided that any such action taken by the competent
authority shall be without prejudice to the powers and function s of
the European regulatory authority that has forwarded theinformation.
(11) The competent authority may exercise the following powers
at the request of or for the purposes of assisting a Europeanregulatory authority:
(a) the powers of inquiry under article 32;
(b) the power to appoint inspectors under articles 33 and
36;
(c) the powers to issue directives under article 39K;
 40        CAP. 345. ]                      FINANCIAL MARKETS
(d) the powers of entry under article 34;
(e) the power to communicate to the European regulatory
authority information which is in the possession of thecompetent authority, whether or not as a result of theexercise of any of the above powers.
Added by:
XXXI. 2017.36.(12)  In relation to emission allowances, the competent authorit y
shall cooperate with public bodies competent for the oversight of
spot and auction markets and the European regulatory authoritie s,
registry administrators and other public bodies charged with th e
supervision of compliance under Directive 2003/87/EC in order to
ensure that they can acquire a consolidated overview of emissio n
allowances markets.
Added by:
XXXI. 2017.36.(13)  In relation to agricultural commodity derivatives, the
competent authority shall report to and cooperate with publicbodies competent for the oversight, administration and regulati on
of physical agricultural markets under 
Regulation (EU) No. 1308/
2013 .
Added by:
XXXI. 2017.36.(14) The competent authority shall consult with the European
regulatory authority of the Member State or EEA State responsib le
for the supervision of credit institutions or insurance underta kings
prior to granting an authorisation to a market operator which i s:
(a)  a subsidiary of a credit institution or insurance
undertaking authorised in the Union; or
(b)  a subsidiary of the parent undertaking of a credit
institution or insurance undertaking authorised in theUnion; or
(c) controlled by the same person, whether natural or
legal, who controls a credit institution or insuranceundertaking authorised in the Union.
Added by:
XXXI. 2017.36.(15)  The competent authority and the European regulatory
authorities referred to in sub-article (14) shall in particular  consult
each other when assessing the suitability of the shareholders o r
members and the reputation and experience of persons whoeffectively direct the business involved in the management ofanother entity of the same group. They shall exchange allinformation regarding the suitability of shareholders or member s
and the reputation and experience of persons who effectively di rect
the business that is of relevance to the other European regulat ory
authorities involved, for the granting of an authorisation as w ell as
for the ongoing assessment of compliance with operatingconditions.
Added by:
XXXI. 2017.36.(16)  Where Malta is the host Member State of a regulated
market and the competent authority has clear and demonstrablegrounds for believing that such regulated market infringes theobligations arising from the provisions adopted pursuant to 
MiFID ,
it shall refer those findings to the European regulatory author ity of
the home Member State of the regulated market.
Added by:
XXXI. 2017.36.(17)  Where, despite the measures taken by the European
regulatory authority of the home Member State or because such
                         FINANCIAL MARKETS           [CAP. 345.       41
measures prove inadequate, that regulated market persists in ac ting
in a manner that is clearly prejudicial to the interests of Mal tese
investors or the orderly functioning of markets, the competentauthority shall, after informing the European regulatory author ity
of the home Member State, take all the appropriate measuresneeded in order to protect investors and the proper functioning  of
the markets, which shall include the possibility of preventing that
regulated market from making their arrangements available toremote members or participants established in Malta. Thecompetent authority may refer the matter to 
ESMA which may act
in accordance with the powers conferred on it under Article 19 of
Regulation (EU) No. 1095/2010 .
Added by:
XXXI. 2017.36.(18)  Any measure adopted pursuant to sub-article (16)
involving sanctions or restrictions on the activities of a regu lated
market shall be properly justified and communicated to theregulated market concerned.
Co-operation in 
supervisory functions, onsite verifications or investigations.
Added by:
XX. 2007.43.37A. (1) The competent authority may request the co-operation
of a European regulatory authority in supervisory functions or for
on-site verifications or investigations, and a European regulat ory
authority may likewise request the co-operation of the competen t
authority in the performance of its supervisory functions or inverifications or investigations.
Cap. 370.(2) In the exercise of such co-operation between the competent
authority and European regulatory authorities the provisions ofarticle 17A of the 
Investment Services Act shall apply mutatis
mutandis .
Refusal to co-
operate.
Added by:
XX. 2007.43.
Amended by:
XXXI. 2017.37.
Cap. 370.37B.  The competent authority may refuse to act on a request for
co-operation in carrying out supervisory functions, on-siteverifications or investigations in terms of article 37A or toexchange information with European regulatory authoritiesdesignated as contact points under Article 79(1) of 
MiFID, in the
circumstances laid down in article 17B of the Investment Services
Act.
Co-operation with 
overseas regulatory authorities.
Added by:
XX. 2007.43.
Amended by:
III. 2009.15;XXXI. 2017.38.37C. (1) Co-operation agreements with overseas regulatory
authorities or other authorities, bodies and natural or legal p ersons
in a country that is not a Member State or EEA State may beentered into only if the information disclosed is subject toguarantees of professional secrecy at least equivalent to thoserequired under article 38. Such exchange of information must beintended for the performance of the functions of those overseasregulatory authorities or other authorities, bodies and natural  or
legal persons:
Provided that the transfer of personal data to countries that
are not Member States or EEA States shall be in accordance withthe provisions of Chapter IV of 
Directive 95/46/EC  of the European
Parliament and of the Council of 24 October 1995 on the protect ion
of individuals with regard to the processing of personal data a nd on
the free movement of such data.
 42        CAP. 345. ]                      FINANCIAL MARKETS
Cap. 370.(2) In the conclusion of co-operation agreements providing for
the exchange of information with overseas regulatory authoritie s,
other authorities or with bodies and natural or legal persons i n
countries that are not Member States or EEA States, the provisi ons
of article 17D(2) of the Investment Services Act shall apply mutatis
mutandis .
(3) Where the information in the possession of the competent
authority had originated from a European regulatory authority o r an
overseas regulatory authority, it may not be disclosed to anoverseas regulatory authority or to any other third party witho ut the
express agreement of the European regulatory authority or theoverseas regulatory authority which had transmitted it and, whe re
appropriate, solely for the purposes for which that authority h ad
given its agreement.
Cap. 370.(4) Without prejudice to the foregoing provisions of this
article, at the request of, or for the purposes of assisting anoverseas regulatory authority, the competent authority may exer cise
the powers listed in article 17(11) of the 
Investment Services Act,
and for the purposes of this sub-article the words "Europeanregulatory authority" shall be read as "overseas regulatoryauthority".
Added by:
XXXI. 2017.38.(5) The competent authority may also conclude cooperation
agreements providing for the exchange of information withoverseas regulatory authorities, bodies and natural or legal pe rsons
responsible for one or more of the following: 
(a) the supervision of credit institutions, other financial
institutions, insurance undertakings and thesupervision of financial markets; 
(b) the liquidation and bankruptcy of investment firms and
other similar procedures;
(c)  the carrying out of statutory audits of the accounts of
investment firms and other financial institutions, creditinstitutions and insurance undertakings, in theperformance of their supervisory functions, or whichadminister compensation schemes, in the performanceof their functions; 
(d)  oversight of the bodies involved in the liquidation and
bankruptcy of investment firms and other similarprocedures; 
(e) oversight of persons charged with carrying out
statutory audits of the accounts of insuranceundertakings, credit institutions, investment firms andother financial institutions; 
(f) oversight of persons active on emission allowance
markets for the purpose of ensuring a consolidatedoverview of financial and spot markets; 
(g)  oversight of persons active on agricultural commodity
derivatives markets for the purpose of ensuring aconsolidated overview of financial and spot markets.
                         FINANCIAL MARKETS           [CAP. 345.       43
Binding 
mediation.
Added by:
XXXI. 2017.39.37D.  The competent authority may refer to ESMA  situations
where a request relating to one of the following has been rejec ted
or has not been acted upon within a reasonable time: 
(a) to exchange information as provided for in article 37;
or
(b) to carry out a supervisory activity, an on-the-spot
verification, or an investigation, as provided for inarticle 37A.
Confidentiality of 
information. Substituted by:XVII. 2002.127.
Amended by:
IV . 2003.21;IV . 2005.30.Substituted by:XX. 2007.44.
Amended by:
L.N. 424 of 2007;X. 2011.18;XLVI.2021.46.38. (1) Regulated markets, central securities depositories, the
competent authority, the competent authority, their respectivemembers, officers, employees or agents, as well as auditors,inspectors and experts, as the case may be, engaged in terms an d
for the purposes of any of the provisions of this Act -
(a) shall deal with all documents and other information
relating to the relevant regulated market or to dealingstherewith or therein, or otherwise obtained for thepurposes of, or pursuant to, any of the provisions ofthis Act or of any regulations made thereunder and notyet officially divulged, as confidential and protectedby the duty of professional secrecy, and shall notdisclose the same to any other person;
(b) are prohibited from using such documents and
information and all other matters which areconfidential and protected by the duty of professionalsecrecy and which come to their knowledge by virtueof their position, in order to secure any advantage forthemselves or for any third parties whether such thirdparties are connected or not with the financialinstruments market.
Cap. 370. (2) Article 26 of the Investment Services Act shall apply
mutatis mutandis  to regulated markets, the competent authority,
their respective members, officers, employees or agents, as wel l as
auditors, inspectors and experts engaged for the purposes of an y of
the provisions of this Act, bound by the obligation ofconfidentiality in terms of sub-article (1).
Cap. 476.(3) Any person who acts in contravention of this article shall,
without prejudice to the provisions of the Prevention of Financial
Markets Abuse Act, be guilty of an offence against this Act, and
shall on conviction be liable to a fine ( multa ) of twelve thousand
euro (€12,000) or to a term of imprisonment not exceeding twoyears or to both such fine and imprisonment.
Cap. 476.(4) Any person other than those mentioned in sub-articles (1)
and (2) who acquires any documents or any other information towhich the said sub-articles relate and  who uses such documents or
information, with intent to secure advantage either for himself  or
any other person, shall, without prejudice to the 
Prevention of
Financial Markets Abuse Act, be guilty of an offence against this
Act and shall on conviction be liable to the same penalty
established for an offence against the provisions of this artic le.
 44        CAP. 345. ]                      FINANCIAL MARKETS
Powers of the 
Court to make certain orders.
Added by:
XXVII. 2002.128.
Amended by:
XX. 2007.14, 45.39. (1) If, on an application by the competent authority made
to the Civil Court, First Hall, the said court is satisfied:
(a) that there is reasonable likelihood that a person will
contravene any of the provisions of this Act, theregulations made thereunder or the bye-laws of aregulated market or will contravene or fail to complywith any obligation, requirement, Financial MarketRule, Listing Rule, directive or order made or givenunder any of the provisions of this Act, the regulationsmade thereunder or the bye-laws of a regulatedmarket; or
(b) that a person has contravened any such provision or
has contravened or failed to comply with any suchobligation, requirement, directive, Financial MarketRule, Listing Rule or order and that there is areasonable likelihood that the contravention willcontinue or be repeated, 
the court may give such orders as it may deem appropriate to
restrain the contravention.
(2) If, on an application by the competent authority made to the
Civil Court, First Hall, the said court is satisfied -
(a) that a person has contravened any of the provisions of
this Act, the regulations made thereunder, the bye-lawsof a regulated market or any obligation, requirement,Financial Market Rule, Listing Rule, directive or ordermade or given under any of the provisions of this Actor under the bye-laws of a regulated market; and
(b) that there are steps which could be taken for
remedying the contravention,
the court may give such orders as it may deem appropriate to
require that person and any other person who appears to the cou rt to
have been knowingly concerned in  the contravention, to take suc h
steps as the court may direct to remedy it or to mitigate its e ffect, as
appropriate.
(3) If, on an application by the Competent Authority made to
the First Hall Civil Court, the court is satisfied -
(a) that a person has contravened any of the provisions of
this Act, the regulations made thereunder, the bye-lawsof a regulated market or any obligation, requirement,Financial Market Rule, Listing Rule, directive or ordermade or given under any of the provisions of this Act,the regulations made thereunder or the bye-laws of aregulated market; or
(b) that any person has been knowingly concerned in the
contravention,
it may make an order restraining him from disposing of, or
otherwise dealing with, any assets of his which it is satisfied  he is
reasonably likely to dispose of or otherwise deal with.
(4) If, on an application made under sub-article (1), the court is
                         FINANCIAL MARKETS           [CAP. 345.       45
further satisfied that -
(a) profits have accrued to any person as a result of the
contravention; or 
(b) an investor has suffered loss or has been otherwise
adversely affected as a result of that contravention,
the court may order the person responsible for the contraventio n to
pay into court such sum as appears to it to be just having rega rd to
the extent of the profit, loss or adverse effect as aforesaid, and
order such sum to be paid out as the court may direct to the pe rsons
who have entered into transactions as a result of which profits  have
accrued or losses or adverse effects have been suffered asaforesaid.
(5) For the purposes of this article the court may order the
production by any person of such accounts and the provision ofsuch information, and verified in such manner, as the court maydeem appropriate.
(6) The First Hall Civil Court shall after hearing the person or
persons mentioned in this article and the competent authoritydetermine an application made under this section with urgency.
(7) The provisions of this article shall be without prejudice to
any right of any aggrieved person to bring proceedings directly  in
respect of any right such person may otherwise have independent ly
of the competent authority.
Cap. 12.(8) The provisions of this article shall be without prejudice to
the right of any person to demand the issue of any precautionar y act
under Title VI of Book Third of the Code of Organization and Civil
Procedure .
Administrative 
penalties and other measures.Substituted by:XLVI.2021.47.39A.  (1) Without prejudice to any other powers conferred to it
by this Act or any other law , where the competent authority is satisfied
that a person’s conduct amounts to a breach of any of the provi sions of
Part III, or any regulations, or Capital Markets Rules issuedthereunder, or that a person has contravened or failed to compl y with
any condition, obligation, requirement or directives made or gi ven by
the competent authority under any of the provisions of this Act  or any
regulations or Capital Markets Rules issued thereunder, includi ng
failure to co-operate in an investigation, the competent author ity may
by notice in writing and without recourse to a court hearing im pose on
such person an administrative penalty which may not exceed onehundred and fifty thousand euro (€150,000) for each breach or f ailure
to comply, as the case may be, or any other administrative meas ure, 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 pena lty, a
daily penalty, or both. 
Cap. 330. (3) The provisions of article 16(4) of the Malta Financial Services
Authority Act shall apply mutatis mutandis  with respect to any
 46        CAP. 345. ]                      FINANCIAL MARKETS
administrative penalty imposed by the competent authority under  sub-
article (1).
(4) The imposition by the competent authority of an
administrative penalty or any other administrative measure in t erms of
this article shall be without prejudice to any other consequenc e
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 o r
omitted to be done by any person, and such act or omission alsoconstitutes a criminal offence, no proceedings may be taken orcontinued against the said person in respect of such criminal o ffence.
Administrative 
penalties and other measures for breaches relating to transparency obligations.
Added by:
XLVI.2021.48.
Amended by:
LXXI.2021.11.39B. (1) Notwithstanding the provisions of article 39A, the
competent authority may impose administrative penalties and oth er
administrative measures as mentioned in sub-article (2), where it
considers that: 
(a) an issuer has failed to make public, within the required
time limit, any regulated information as defined in theCapital Markets Rules; or 
(b) any other person subject to the Capital Markets Rules
has failed to notify, within the required time limit, theacquisition or disposal of a major holding inaccordance with the Capital Markets Rules.
(2) Notwithstanding the provisions of article 39A, the
competent authority shall have the power to impose the followin g
administrative penalties and other administrative measures for the
breaches indicated in sub-article (1):
(a) a public statement indicating the natural person or the
legal entity responsible and the nature of the breach;
(b) an order requiring the natural person or the legal entity
responsible to cease the conduct constituting thebreach and to desist from any repetition of thatconduct;
(c) in the case of a legal entity, administrative penalties
of:
(i) up to ten million euro (€10,000,000), or up to
5% of the total annual turnover according to thelast available annual accounts approved by themanagement body; where the legal entity is aparent undertaking or a subsidiary of a parentundertaking which has to prepare consolidatedfinancial accounts pursuant to 
Directive 2013/
34/EU , the relevant total turnover shall be the
total annual turnover or the corresponding typeof income pursuant to the relevant accountingDirectives according to the last available
                         FINANCIAL MARKETS           [CAP. 345.       47
consolidated annual accounts approved by the
management body of the ultimate parentundertaking; or
(ii) up to twice the amount of the profits gained or
any losses avoided because of the breach, wherethose can be determined,
whichever is higher;
(d) in the case of a natural person, administrative penalties
of:
(i) up to two million euro (€ 2,000,000); or
(ii) up to twice the amount of the profits gained or
any losses avoided because of the breach, wherethose can be determined,
whichever is higher.
(3) Without prejudice to the provisions of sub-article (2), the
competent authority may suspend the exercise of voting rightsattached to shares in the event of any breach as referred to in  sub-
article (1)(a).
(4) The administrative penalties and other administrative
measures taken by the competent authority in terms of this arti cle shall
be effective, proportionate and dissuasive.
Administrative 
penalties and other measures for breaches of the 
Prospectus 
Regulation .
Added by:
XLVI.2021.48.
Amended by:
LXXI.2021.12.39C.  (1) Notwithstanding the provisions of article 39A, the
competent authority may impose administrative penalties and oth er
administrative measures as mentioned in sub-article (2), where it
considers that: 
(a) a person’s conduct amounts to a breach of Article 3,
Article 5, Article 6, Article 7(1) to (11), Article 8,Article 9, Article 10, Article 11(1) and (3), Article
14(1) and (2), Article 15(1), Article 16(1), (2) and (3),
Article 17, Article 18, Article 19(1) to (3), Article
20(1), Article 21(1) to (4) and (7) to (11), Article 22(2)to (5), Article 23 (1), (2), (3) and (5), and, or Article27 of the 
Prospectus Regulation ; and, or
(b) a person has failed to co-operate or comply in an
investigation or with an inspection or request coveredby Article 32.
(2) Notwithstanding the provisions of article 19, the competent
authority shall have the power to impose the following administ rative
penalties and other administrative measures for the breaches in dicated
in sub-article (1):
(a)  a public statement indicating the natural person or the
legal entity responsible and the nature of the breach;
(b) an order requiring the natural person or legal entity
 48        CAP. 345. ]                      FINANCIAL MARKETS
responsible to cease the conduct constituting the
breach;
(c) maximum administrative penalties of twice the amount
of any profits gained or losses avoided because of thebreach in cases where they can be determined;
(d) in the case of a legal person, maximum administrative
pecuniary sanctions of up to five million euro (€5,000,000), or up to 3% of the total annual turnover ofthat legal person, according to the last applicablefinancial statements approved by the managementbody; where the legal person is a parent undertaking ora subsidiary of a parent undertaking which is requiredto prepare consolidated financial accounts inaccordance with 
Directive 2013/34/EU , the relevant
total annual turnover shall be the total annual turnoveror the corresponding type of income in accordancewith the relevant European Union law in the area ofaccounting according to the last available consolidatedaccounts approved by the management body of theultimate parent undertaking;
(e) in the case of a natural person, administrative
pecuniary sanctions of up to seven hundred thousandeuro (€700,000).
(3) The administrative penalties and other measures taken by
the competent authority in terms of this article shall be effec tive,
proportionate and dissuasive.
Administrative 
penalties and other measures in respect of members of a legal entity.
Added by:
XLVI.2021.48.39D.   Where obligations imposed in terms of the Prospectus
Regulation, this Act or any regulations or Capital Markets Rules
issued thereunder, apply to the issuer or to any other legal en tity, in the
event of a breach of any provision thereof, administrative pena lties and
other measures can also be imposed, subject to the conditions l aid
down 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 n ational
law.
Relevant 
circumstances.
Added by:
XLVI. 2021.48.39E.  In the case of administrative penalties or measures imposed
by the competent authority in accordance with the provisions of  this
Act, the competent authority shall take into account all releva nt
circumstances, including where appropriate:
(a) the gravity and the duration of the breach;
(b) the degree of responsibility of the natural person or
legal entity responsible;
(c) the financial strength of the natural person or legal
entity responsible, for example as indicated by thetotal turnover of the legal entity responsible or theannual income of the natural person responsible;
(d) the importance of any profits gained or losses avoided
                         FINANCIAL MARKETS           [CAP. 345.       49
by the natural person or legal entity responsible, in so
far as they can be determined;
(e) any losses sustained by third parties as a result of the
breach, in so far as they can be determined;
(f) the level of co-operation of the natural person or the
legal entity responsible with the competent authority;
(g) previous breaches by the natural person or legal entity
responsible;
(h) the impact of the breach on retail investors’ interests;(i) measures taken subsequent to the breach by the person
responsible for the breach to prevent its repetition.
Notice of 
administrative penalties.
Added by:
XLVI.2021.48.
Amended by:
LXXI.2021.13.39F. (1) If the competent authority proposes to impose an
administrative penalty on any person under any of the provision s of this
Act, it shall give such person a notice in writing of its inten tion to do
so, setting out the reasons for the decision it proposes to tak e.
(2) Every notice given under sub-article (1), shall state that t he
recipient of the notice may, within fifteen (15) days from the service
thereof, make representations in writing to the competent autho rity
giving reasons why the proposed decision should not be taken, a nd the
competent authority shall consider any representation so made b efore
arriving at a final decision.
(3) The competent authority shall as soon as practicable notify
its final decision in writing to any person to whom notice is t o be given
under sub-article (1).
Publication of 
decisions.
Added by:
XLVI.2021.48.39G. (1) The competent authority shall publish any decision
imposing an administrative penalty or any other measure on itswebsite immediately after the person subject to that decision h as been
informed of that decision.
(2) The information published pursuant to sub-article (1), shall
specify the type and nature of the breach, the identity of the person
subject to the decision and any other information which the com petent
authority deems relevant.
(3) The provisions of sub-articles (1) and (2) shall not apply t o
decisions of the competent authority imposing measures that are  of an
investigatory nature.
(4) Where the competent authority considers, following a case-
by-case assessment, that the publication of the identity of the  legal
person subject to the decision, or the personal data of a natur al person,
would be disproportionate, or where such publication wouldjeopardise an ongoing investigation or the stability of the fin ancial
markets, the competent authority shall:
(a) defer publication of the decision until the reasons for
 50        CAP. 345. ]                      FINANCIAL MARKETS
that deferral cease to exist; or
(b) publish the decision on an anonymous basis where
such publication ensures effective protection of thepersonal data concerned and, where appropriate,postpone publication of the relevant data for areasonable period of time where it is foreseeable thatthe reasons for anonymous publication will cease toexist during that period; or
(c) not publish the decision in the event that the competent
authority is of the opinion that publication inaccordance with paragraphs (a) or (b) will beinsufficient to ensure:
(i) that the stability of financial markets is not
jeopardised; or
(ii) the proportionality of the publication of such
decisions with regard to measures which aredeemed to be of a minor nature.
(5) Where the decision is subject to an appeal before a national
judicial, administrative or other authority, the competent auth ority
shall also publish immediately on its website such information and any
subsequent information on the outcome of such an appeal. Anydecision annulling a decision subject to appeal shall also be p ublished.
(6) Any decision that is published in accordance with this
article shall remain accessible on the website of the competentauthority for a period of at least five (5) years after its pub lication;
Provided that personal data contained in any such decision
shall be retained on the website of the competent authority for  the
period which is necessary, in accordance with the applicable da ta
protection legislation.
Suspension and 
removal of listed financial instruments from trading on an authorized 
regulated market.
Added by:
XLVI.2021.48.39H. (1) Without prejudice to any other powers conferred to it
by this Act or any other law, the competent authority may:
(a) suspend, or require the suspension, of listed financial
instruments from listing and, or trading on anauthorized regulated market for a maximum of ten (10)consecutive working days on any single occasion; and
(b) remove, or require the removal of listed financial
instruments from listing and, or trading on anauthorized regulated market:
Provided that where the competent authority
suspends or removes, or requires the suspension orremoval, from listing and, or trading of a listedfinancial instrument in terms of this sub-article, it shallalso suspend or remove, or require the suspension orremoval from listing and, or trading on that authorizedregulated market, the derivatives as referred to inpoints (4) to (10) of Section C of Annex I to 
MiFID
                         FINANCIAL MARKETS           [CAP. 345.       51
that relate or are referenced to that listed financial
instrument where the suspension or removal of suchderivatives is necessary to support the objectives ofthe suspension or removal of the underlying listedfinancial instrument:
Provided further that where the competent
authority suspends or requires the suspension fromlisting and, or trading of a listed financial instrumentin terms of this sub-article, the obligations set out inthis Act, and any regulations or Capital Markets Rulesissued thereunder in relation to listed financialinstruments shall continue to apply with respect to thelisted financial instrument which was suspended.
(2) Without prejudice to sub-article (1), a market operator
operating an authorized regulated market may suspend or removelisted financial instruments from trading on the authorized reg ulated
market operated thereby if such listed financial instruments no  longer
comply with any bye-laws of the authorized regulated market, un less
such suspension or removal would be likely to cause significantdamage to the investors’ interests or the orderly functioning o f the
market.
(3) A market operator of an authorized regulated market that
suspends or removes from trading a listed financial instrument in
terms of sub-article (2), shall also suspend or remove from tra ding on
that authorized regulated market the derivatives as referred to  in points
(4) to (10) of Section C of Annex I to 
MiFID that relate or are
referenced to that listed financial instrument where the suspen sion or
removal of such derivatives is necessary to support the objecti ves of
the suspension or removal of the underlying financial instrumen t.
(4) Where a market operator operating an authorized regulated
market suspends or removes financial instruments and any relate d
derivatives in accordance with the provisions of sub-articles ( 2) and
(3), that market operator shall promptly make its decision publ ic and
notify the competent authority thereof, as well as provide it w ith any
relevant information in relation thereto. 
(5) Where a market operator operating an authorized regulated
market suspends or removes from trading on that authorized regu lated
market a listed financial instrument and any related derivative s in
accordance with the provisions of this article, the competent a uthority
shall require other authorized regulated markets, MTFs, OTFs an d
systematic internalisers, which fall under its jurisdiction and  trade the
same financial instrument or derivatives as referred to in poin ts (4) to
(10) of Section C of Annex I to MiFID  that relate or are referenced to
the listed financial instrument so suspended or removed, to als o
suspend or remove that listed financial instrument or derivativ es from
trading, where the suspension or removal is due to suspected ma rket
abuse, a take-over bid, or the non-disclosure of inside informa tion
 52        CAP. 345. ]                      FINANCIAL MARKETS
about the issuer or financial instrument infringing Articles 7 and 17 of
Regulation (EU) No. 596/2014, except where such suspension orremoval could cause significant damage to the investors’ intere sts or
the orderly functioning of the market:
Provided that the competent authority shall immediately
make public and communicate to ESMA and the European regulatoryauthorities of the other Member States or EEA States such a dec ision. 
(6) Where the competent authority receives a notification from
a European regulatory authority of another Member State or EEA State
in accordance with the fourth paragraph of Article 32(2) of 
MiFID, it
shall require other authorized regulated markets, MTFs, OTFs an d
systematic internalisers, which fall under its jurisdiction and  trade the
same financial instrument or derivatives as referred to in poin ts (4) to
(10) of Section C of Annex I to MiFID  that relate or are referenced to
the financial instrument suspended or removed by the foreignregulated market, to also suspend or remove that financial inst rument
or derivatives from trading, where the suspension or removal is  due to
suspected market abuse, a takeover bid, or the non-disclosure o f inside
information about the issuer or financial instrument infringing  Articles
7 and 17 of Regulation (EU) No. 596/2014, except where suchsuspension or removal could cause significant damage to theinvestors’ interests or the orderly functioning of the market:
Provided that the competent authority shall communicate its
decision to ESMA and the European regulatory authorities of the  other
Member States or EEA States, including an explanation if the de cision
was not to suspend or remove from trading the financial instrum ent or
derivatives as referred to in points (4) to (10) of Section C o f Annex I
to 
MiFID that relate or are referenced to the financial instrument
suspended or removed by the foreign regulated market. 
(7) Sub-articles (2) to (6) shall also apply when the suspension
from trading of a financial instrument or any related derivativ es as
referred to in points (4) to (10) of Section C of Annex I to MiFID  that
relate or are referenced to thos e financial instruments suspend ed by a
regulated market is lifted. 
(8) The notification requirements set out in sub-articles (2) to
(6) shall also apply in the case where the decision to suspend or
remove from trading a listed financial instrument or any relate d
derivatives as referred to in points (4) to (10) of Section C o f Annex I
to MiFID that relate or are referenced to that listed financial
instrument is taken by the competent authority in accordance wi th the
provisions of this article.
                         FINANCIAL MARKETS           [CAP. 345.       53
Suspension and 
removal of financial instruments from trading on an MTF or an OTF.
Added by:
XLVI.2021.48.39I. (1) Without prejudice to any other powers conferred to it by
this Act or any other law, the competent authority may:
(a) suspend, or require the suspension of, financial
instruments from trading on an MTF or an OTF for amaximum of ten (10) consecutive working days on anysingle occasion: and
(b) to remove, or require the removal of, financial
instruments from trading on an MTF or an OTF:
Provided that where the competent authority
suspends or removes, or requires the suspension orremoval, from trading a financial instrument in termsof this sub-article, it shall also suspend or remove, orrequire the suspension or removal, from trading on thatMTF or OTF the derivatives as referred to in points (4)to (10) of Section C of Annex I to 
MiFID  that relate, or
are referenced to that financial instrument where thesuspension or removal of such derivatives is necessaryto support the objectives of the suspension or removalof the underlying financial instrument:
Provided further that where the competent
authority suspends or requires the suspension fromtrading of a financial instrument in terms of this sub-article, the obligations set out in this Act and anyregulation or Capital Markets Rules issued thereunderin relation to financial instruments shall continue toapply with respect to the financial instrument whichwas suspended.
(2) Without prejudice to sub-article (1), a market operator or a n
investment firm operating an MTF or an OTF may suspend or remov e
financial instruments from trading on the MTF or OTF operatedthereby if such financial instruments no longer comply with the  bye-
laws of the MTF or OTF, unless such suspension or removal would  be
likely to cause significant damage to the investors’ interests or the
orderly functioning of the market.
(3) A market operator or investment firm operating an MTF or
an OTF that suspends or removes from trading a financial instru ment
in terms of sub-article (2), shall also suspend or remove from trading
on that MTF or OTF the derivatives as referred to in points (4)  to (10)
of Section C of Annex I to 
MiFID that relate or are referenced to that
financial instrument where the suspension or removal of suchderivatives is necessary to support the objectives of the suspe nsion or
removal of the underlying financial instrument.
(4) Where a market operator or investment firm operating an
MTF or OTF suspends or removes financial instruments and anyrelated derivatives in accordance with the provisions of sub-ar ticles (2)
and (3), that market operator shall promptly make its decision public
and notify the competent authority thereof, as well as provide it with
 54        CAP. 345. ]                      FINANCIAL MARKETS
any relevant information in relation thereto.
(5) Where a market operator or investment firm operating an
MTF or an OTF suspends or removes from trading on that MTF orOTF a financial instrument and any related derivatives in accor dance
with the provisions of this article, the competent authority sh all require
other authorized regulated markets, MTFs, OTFs and systematicinternalisers, which fall under its jurisdiction and trade the same
financial instrument or derivatives as referred to in points (4 ) to (10) of
Section C of Annex I to 
MiFID that relate or are referenced to the
financial instrument so suspended or removed, to also suspend o r
remove that financial instrument or derivatives from trading, w here the
suspension or removal is due to suspected market abuse, a take- over
bid or the non-disclosure of inside information about the issue r or
financial instrument infringing Articles 7 and 17 of Regulation  (EU)
No. 596/2014, except where such suspension or removal could cau se
significant damage to the investors’ interests or the orderly f unctioning
of the market:
Provided that the competent authority shall immediately
make public and communicate to ESMA and the European regulatoryauthorities of the other Member States or EEA States such a dec ision. 
(6) Where the competent authority receives a notification from
a European regulatory authority of another Member State or EEA State
in accordance with the third paragraph of Article 32(2) of 
MiFID, it
shall require other authorized regulated markets, MTFs, OTFs an d
systematic internalisers, which fall under its jurisdiction and  trade the
same financial instrument or derivatives as referred to in poin ts (4) to
(10) of Section C of Annex I to MiFID  that relate or are referenced to
the financial instrument suspended or removed by the foreign MT F or
OTF, to also suspend or remove that financial instrument orderivatives from trading, where the suspension or removal is du e to
suspected market abuse, a take-over bid or the non-disclosure o f inside
information about the issuer or financial instrument infringing  Articles
7 and 17 of Regulation (EU) No. 596/2014, except where suchsuspension or removal could cause significant damage to theinvestors’ interests or the orderly functioning of the market:
Provided that the competent authority shall communicate its
decision to ESMA and the European regulatory authorities of the  other
Member States or EEA States, including an explanation if the de cision
was not to suspend or remove from trading the financial instrum ent or
derivatives as referred to in points (4) to (10) of Section C o f Annex I
to 
MiFID that relate or are referenced to the financial instrument
suspended or removed by the foreign MTF or OTF. 
(7) Sub-articles (2) to (6) shall also apply when the suspension
from trading of a financial instrument and any related derivati ves as
referred to in points (4) to (10) of Section C of Annex I to MiFID  that
                         FINANCIAL MARKETS           [CAP. 345.       55
relate or are referenced to these financial instruments suspend ed by an
MTF or an OTF is lifted. 
(8) The notification requirements set out in sub-articles (2) t o
(6) shall also apply in the case where the decision to suspend or
remove from trading a financial instrument and any related deri vatives
as referred to in points (4) to (10) of Section C of Annex I to  MiFID
that relate, or are referenced to that financial instrument is taken by the
competent authority in accordance with the provisions of this a rticle.
Notice of 
suspension or removal of listed financial instruments.
Added by:
XLVI.2021.48.39J. (1) Where the competent authority proposes to remove
or requires the removal of a listed financial instrument from l isting on
an authorized regulated market, it must give the issuer of suchfinancial instrument written notice thereof.
(2) A notice given in terms of sub-article (1) shall: 
(a) provide details in relation to the proposed removal of
the listed financial instrument from listing on anauthorized regulated market; 
(b) state the competent authority’s reason for the proposed
removal of such listed financial instrument fromlisting on an authorized regulated market, providedthat the interest of an authorized regulated market, thegeneral public or the investors shall constitutesufficient reason therefor; 
(c) inform the issuer of such listed financial instrument
that he may make representations to the competentauthority within such period as may be specified in thenotice; and 
(d) specify the period within which the proposed removal
of such listed financial instrument from listing on anauthorized regulated market would take effect. 
(3) The competent authority may extend the period within
which representations may be made to it. 
(4) If, having considered any representations made to it by the
issuer of the listed financial instruments, the competent autho rity
decides to remove a listed financial instrument from listing on  an
authorized regulated market, the competent authority shall give  the
issuer of such listed financial instrument written notice of it s decision.
(5) The removal of a listed financial instrument from listing on
an authorized regulated market shall take effect on such date a s may be
specified in the notice under sub-article (4).
Power to issue 
directives.
Added by:
XLVI.2021.48.39K.  (1) Without prejudice to any of the powers conferred on it
under this Act, the competent authority may, whenever it deems it
necessary, give by notice in writing, such directives as it may  deem
appropriate in the circumstances; and any person to whom, or to  which
 56        CAP. 345. ]                      FINANCIAL MARKETS
the notice is given shall obey, comply with and otherwise give effect to
any such directive within the time and in the manner stated in the
directive or subsequent directives.
(2) The power to issue directives under this article shall also
include the power to vary, alter, add to or withdraw any direct ive, as
well as the power to issue subsequent new directives.
(3) Where the competent authority is satisfied that the
circumstances so warrant, it may at any time make public any di rective
it has given under any of the provisions of this article.
Offences.
Added by:
XXVII. 2002.128.
Amended by:
XX. 2007.14, 47.40. (1) Any person who contravenes or fails to comply with
any of the provisions of article 32 or of any court order made under
article 39 or fails to comply with any condition, obligation,requirement, order, directive, Financial Market Rule, Listing R ule
or regulation made or given under any of the provisions of this  Act
shall be guilty of an offence under this Act.
(2) Any person who knowingly or recklessly gives the
competent authority, any person appointed by it under article32(1)( c) or any inspector appointed under article 33, information
which is false or misleading shall be guilty of an offence.
(3) Any person who removes, destroys, conceals or
fraudulently alters any book, document or other paper, includin g
information stored in electronic format, which is or is likely to be
relevant to a request for information or documentation or aninspection or an investigation in terms of this Act, shall be g uilty of
an offence.
(4) Any person who obstructs a person exercising rights
conferred by this Act shall be guilty of an offence under this Act.
Criminal 
proceedings.
Added by:
XXVII. 2002.128.
Amended by:
L.N. 424 of 2007;X. 2011.20.41. (1) A person guilty of an offence under the provisions of
section 40 shall be liable on conviction to a four hundred and sixty-
six thousand euro (€466,000) or to a term of imprisonment notexceeding four years, or to both such fine and imprisonment.
(2) No proceedings for an offence under this Act shall be
commenced without the consent of the Attorney General.
(3) The provisions of this Act shall not affect any criminal
proceedings that may be competent under any other law.
Issue of public 
statement.
Added by:
XX. 2007.48.
Amended by:
XIX. 2016.12;XLVI.2021.49.41A.  If it appears to the competent authority or the competent
authority that a person has contravened any of the provisions o f this
Act or of any regulations made under this Act or has contravene d or
failed to comply with any condition, obligation, requirement,Financial Market Rules, Capital Markets Rules or directives mad e
or given under any of the provisions of this Act, the competentauthority or the competent authority may publish a statement to  that
effect indicating the natural person or the legal entity respon sible
and the nature of the breach, and, or impose an order requiring  the
natural person or legal entity responsible to cease the conductconstituting the breach and to desist from any repetition of th at
conduct.
                         FINANCIAL MARKETS           [CAP. 345.       57
Appeal against 
decision of the Listing Authority.
Added by:
XIX. 2016.13;
Amended by:
XLVI.2021.50.41B.  (Deleted by XLVI. 2021.50 ).
PART VI
FINANCIAL SERVICES TRIBUNAL
Appeals to the 
Tribunal.
Substituted by:XLVI.2021.51.42. (1) Any person who is aggrieved by a decision of the
competent authority:
(a) to refuse a prospectus or admissibility to listing;
(b) to suspend or remove listed financial instruments from
listing and, or trading in a trading venue;
(c) to refuse an application for authorisation to provide
the services of a regulated market in or from withinMalta;
(d) to suspend or remove listed financial instruments from
listing and, or from trading on a trading venue;
(e) to refuse an application for authorisation to act as a
central securities depository;
(f) to revoke an authorisation to act as a central securities
depository when this is revoked by the competentauthority in terms of article 27 of this Act;
(g) concerning the expenses of and incidental to an
investigation under article 33;
(h) to issue a directive; or(i) to impose an administrative penalty or any other
administrative measures,
Cap. 330.may appeal against such decision to the Tribunal within such pe riod
and under such conditions as are established under article 21 o f the
Malta Financial Services Authority Act.
(2) Without prejudice to sub-article (1), any person who is
aggrieved by the competent authority’s failure to take a decisi on in
respect of:
(a) an application for the approval of a prospectus or a
request for changes or supplementary informationwithin the time limits set out in Article 20(2), (3) and(6) of the 
Prospectus Regulation  in respect of that
application; or
(b) an application for authorisation to act as a central
securities depository which contains all theinformation required under the provisions in forcewithin six (6) months of its submission,
Cap. 330.may appeal against such failure to decide to the Tribunal withi n
such period and under such conditions as are established underarticle 21 of the 
Malta Financial Services Authority Act.
 58        CAP. 345. ]                      FINANCIAL MARKETS
Cap. 330.(3) Any person who is aggrieved by a decision of a market
operator operating an authorized regulated market, an MTF or an  OTF
to suspend or remove financial instruments or listed financialinstruments, as applicable, from trading on the authorized regu lated
market, MTF or OTF operated thereby may appeal against suchdecision to the Tribunal within such period and under such cond itions
as are established under article 21 of the 
Malta Financial Services
Authority Act.
(4) The provisions of sub-articles (1) to (3) shall be without
prejudice to the right of any person who is aggrieved by a deci sion or
failure to decide of the competent authority or market operator  of an
authorized regulated market to appeal there from in accordance with
any regulations issued under this Act.
Operation of a 
decision.Substituted by:XLVI.2021.52.43. An appeal against a decision of the competent authority or a
market operator of an authorized regulated market shall not sus pend
the operation of that decision:
Provided that a decision of the competent authority or a market
operator operating an authorized regulated market to remove lis ted
financial instruments from listing and, or trading, as applicab le, on an
authorized regulated market shall not become operative until th e
expiration of the period within which an appeal lies under this  article
and, if an appeal is filed within such period, the decision sha ll become
operative on the date of the decision of the Tribunal dismissin g the
appeal or on the date on which the appeal is abandoned.
Applicability of 
article 21 of the  
Malta 
Financial 
Services 
Authority Act .
Added by:
XXVII. 2002.128.Substituted by:XX. 2007.51.
Amended by:
XLVI.2021.53.Cap. 330.44. Subject to articles 42 and 43 of this Act, the provisions of
article 21 of the Malta Financial Services Authority Act shall apply
mutatis mutandis  to appeals that may be brought before the
Tribunal under this article.
PART VII
MISCELLANEOUS
Trading outside 
regulated markets.
Added by:
XXVII. 2002.128.
Amended by:
IV . 2005.30.Substituted by:XX. 2007.52.
Amended by:
XIX. 2016.14.45. (1) Quoted financial instruments may be traded outside
the regulated market on which they are listed, or admitted to amultilateral trading facility or admitted to an Organised Tradi ng
Facility:
Provided that, for the purposes of this sub-article, the term
"admitted" shall mean admitted to listing following an admissio n
process approved by the Multilateral Trading Facility or Organi sed
Trading Facility, or admitted to listing and trading following an
admission process approved by the Multilateral Trading Facility  or
Organised Trading Facility.
(2) The Minister may make regulations to establish conditions
and procedures under which quoted financial instruments may betraded outside the regulated markets on which such quotedfinancial instruments are listed and other than by means of fac ilities
                         FINANCIAL MARKETS           [CAP. 345.       59
provided by any such regulated markets.
Transfer of 
financial instruments.
Added by:
XXVII. 2002.128.
Amended by:
IV . 2005.30.46. Notwithstanding the provisions of any other law, the
transfer of quoted financial instruments in quoted companies ne ed
not be made by an instrument in writing.
Powers of the 
Resolution Committee.
Added by:
XLVI.2021.54.Cap. 330.46A. The provisions of this Act and any regulations or Capital
Markets Rules issued thereunder shall be without prejudice to t he
powers of the Resolution Committee under the Malta Financial
Services Authority Act, any regulations issued thereunder and any
other applicable law. For the purposes of this article, the "Re solution
Committee" shall mean the Resolution Committee appointed by theResolution Authority in terms of article 7B(2) of the 
Malta Financial
Services Authority Act.
Civil Code.
Added by:
XXVII. 2002.128.
Amended by:
IV . 2005.30;XX. 2007.53.Cap. 16.47. The provisions of article 1966(3) and (4) of the Civil Code
shall not apply with respect to quoted financial instruments an d the
privilege referred to in Title X XI of Part II of Book Second of  the
said Code shall arise where the pledge has been duly registeredwith a regulated market in accordance with the bye-laws.
Temporary 
suspension of listed financial instruments from listing and, or trading on an authorized regulated market.Substituted by:XVII. 2002.129.
Amended by:
IV . 2005.30;XX. 2007.14;XLVI.2021.55.48. (1) Without prejudice to the provisions of article 39I the
competent authority shall have the power to suspend temporarilythe listing and, or trading of listed financial instruments on any
authorized regulated market if in its opinion, the orderly transaction
of business is being prevented, or is likely to be prevented be cause
of the occurrence of:
(a) any emergency or natural disaster;
(b) any economic, financial or political crisis; or
(c) any other event which disrupts trading.
(2) The Minister may recommend to the competent authority
the temporary suspension of the listing and, or trading of list ed
financial instruments on any authorized regulated market if he is of
the opinion that the orderly transaction of business of a regul ated
market is being disrupted because of any of the occurrencesreferred to in sub-article (1)( a), (b) or ( c) which in the opinion of
the Minister merits such temporary suspension.
(3) The competent authority may order that for such time as it
may determine no trading of any kind may be transacted in one o r
more specified financial instru ments of quoted companies if it has
reasons to believe that this would be in the interest of the re gulated
market concerned, the public or investors generally:
Provided that a temporary suspension ordered by the
competent authority under this article may not be of more thanthirty days in a period of three months unless such longersuspension is approved by the Minister.
(4) No transaction may be executed at any time in the event of
the temporary suspension of listing and, or trading under this article.
Any transaction so executed in contravention of this sub-articl e shall
 60        CAP. 345. ]                      FINANCIAL MARKETS
be invalid.
Power to make 
regulations.
Added by:
XVII. 2002.130.Substituted by:IV . 2003.22.
Amended by:
IV . 2005.30;XX. 2007.14, 54;XIX. 2010.26;XX. 2013.33;XXXI. 2017.42;XLVI.2021.56;LXXI.2021.14.49. (1) The Minister, acting on the advice of the competent
authority, may make regulations:
(a) to give effect to the provisions of this Act, including
regulations for the better regulation of centralsecurities depositories, data reporting services
providers, credit rating agencies and regulated markets
and, or the admissibility to listing of financialinstruments thereon and to provide for the direct orindirect membership of, or access to, regulatedmarkets within the terms of and in line with Malta’sinternational commitments;
(b) to govern the transfer of ownership and, or delivery of
financial instruments quoted on a regulated market,clearing and settlement of transactions effected on aregulated market, payment in respect of the transfer offinancial instruments quoted on a regulated market,pledging of financial instruments quoted on aregulated market;
(c) to regulate the application of article 50 to regulated
markets and to commercial partnerships other thancompanies;
(d) to regulate the transposition, implementation and
giving effect to the provisions, requirements,obligations and commitments relating to regulation ofcredit rating agencies, data reporting services providers,
regulated markets and, or the admissibility to listing offinancial instruments thereon arising out ofmembership of, affiliation to or relationship withinternational or regional organisations or groupings ofcountries or out of any treaty, convention or otherinternational agreement whether bilateral, regional ormultilateral, to which Malta is a party;
(e) to transpose, implement and give effect to the provisions
and requirements of Directives, Regulations and anyother legislative measures of the European Unionrequiring transposition and, or implementation, as theymay be amended from time to time, including anyimplementing measures that have been or may be issuedthereunder and including those relating to licenceholders, credit rating agencies, regulated markets,commodities markets, central counterparties, centralsecurities depositaries, data reporting services providers,market making, short selling, transactions in OTCderivatives, trade repositories and, or the admissibility tolisting of financial instruments thereon and others as maybe specified therein or to any other matter falling withinthe terms of this Act; regulations made under thisparagraph, and strictly related to transposition orimplementation as aforesaid, may provide that anyprovision of this Act or of any other law shall not apply
                         FINANCIAL MARKETS           [CAP. 345.       61
to matters falling under the regulations, and that in so far
as any of the provisions of the regulations areinconsistent with the provisions of this Act or of anyother law, such provisions in any such regulations shallprevail;
(f) to regulate the operation and, or registration of central
counterparties operating in or from Malta; and, or
(g) to exempt any person from any one or more of the
provisions of this Act and any regulations issuedthereunder, subject to such variations, additions,adaptations and modifications as may be prescribed, andsubject to such conditions or other requirements,including other forms of authorisation and notificationprocedures, as may be prescribed.
(2) Regulations made under this article, may be made subject to
such exemptions or conditions as may be specified therein, maymake different provision for different cases, circumstances orpurposes and may give to the competent authority such powers ofadaptation of the regulations as may also be so specified.
Added by:
XXXI. 2017.42.(2A)  Regulations made under this article may impose:
(a) administrative penalties which may not exceed one
hundred and fifty thousand euro (€150,000) for eachinfringement or failure to comply , as the case may be;
(b)  punishments or other penalties in respect of any
contravention or failure to comply not exceeding a fine(multa ) of four hundred and sixty-six thousand euro
(€466,000) or to a term of imprisonment not exceedingfour years, or to both such fine and imprisonment;
(c) administrative penalties and fines higher than one
hundred and fifty thousand euro (€150,000), and fineshigher than four hundred and sixty-six thousand euro(€466,000), where deemed necessary or appropriate forany contravention of or failure of compliance with anyEU Directive or EU Regulation or of any regulationsmade under this article to transpose or to give effect toany EU Directive or EU Regulation.
Added by:
XXXI. 2017.42.(2B) Regulations made under this article may prescribe penaltie s
and fines as provided for in sub-article (2A)( c), for any breach of any
provision of the Act or for any breach of any Financial Market Rules,
transposing and, or implementing any EU Directive or EU Regulat ion.
(3) Where regulations have been issued in terms of this article,
the competent authority may issue Financial Market Rules withinthe meaning of article 4 of this Act for the better carrying ou t and
to better implement the provisions of the regulations.
 62        CAP. 345. ]                      FINANCIAL MARKETS
Exemptions from 
duty on documents.  
Amended by:
V . 1992.5;XVI. 1994.14;XVII. 2002.110; 131;IV . 2005.30. Substituted by:XX. 2007.55.
Amended by:
XIX. 2010.27.Cap. 364.50. Notwithstanding anything contained in the Duty on
Documents and Transfers Act, or in any Act replacing that Act, no
duty shall be payable in accordance with that Act in respect of  any
transfer of any financial instruments of a quoted company, or t he
transfer of any financial instruments of the Government or anybody corporate established by law, where such transfer is madeeither on a regulated market or outside the regulated market onwhich they are listed in terms of article 45 or on a regulatedmultilateral system or an equivalent regulated market ormultilateral system in a non-Member State or non-EEA State.
Executive title.
Added by:
XVII. 2002.132.
Amended by:
XX. 2007.56.Cap. 12.51. (1) An order for the payment of expenses of and incidental
to, an investigation under article 33(5) shall constitute an ex ecutive
title within the meaning and for t he purposes of Title VII of P art I
of Book Second of the Code of Or ganization and Civil Procedure .
(2) If all or any of the amount payable under an order under
article 33(5) is outstanding at the end of the specified period , the
Competent Authority may proceed to enforce payment after twodays from the service on the debtor of an intimation for paymen t
made by means of a judicial act.
Exclusion of 
liability.
Added by:
XVII. 2002.132.
Amended by:
XX. 2007.57.52. Deleted by Act V.2020. 12.
Objective.
Added by:
XX. 2007.58.53. The purpose of this Act is to regulate regulated markets,
central securities depositories, and to provide for orderly tra ding in
transferable securities and for matters ancillary or incidentalthereto or connected therewith, and to implement the relevantprovisions of the Directive which shall be interpreted and appl ied
accordingly.
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Transitory provision - Act XX of 2007 .
Transitory 
provisions.155. (1) With effect from such date* as the Minister may by order
establish, hereinafter "the operative date", the Malta Stock Ex change plc
shall continue in the personality  of the Malta Stock Exchange e stablished
under Part IV of the Financial Markets Act prior to the repeal of such Part
by this Act; and subject to the exclusion of the property descr ibed in sub-
article (3), the Malta Stock Exchange plc shall accordingly suc ceed to all
its assets, rights, liabilities and obligations, including the recognition order
issued to the Malta Stock Exchange in terms of Part II of the F inancial
Markets Act, which, unless specifically cancelled or repealed, shall remain
in force until the operative date.
(2) With effect from the operative date:
(a) the competent authority shall issue in favour of the Malta
Stock Exchange plc an authorisation in terms of Part II of theFinancial Markets Act. Upon the issue of such authorisation,the recognition order referred to in sub-article (1) shallautomatically lapse;
(b) the Malta Stock Exchange plc shall be deemed to have
satisfied the requirements of Part IV of the Financial
*1st November, 2007 - see Legal Notice 319 of 2007 .
                         FINANCIAL MARKETS           [CAP. 345.       63
Markets Act and the competent authority shall issue an
authorisation in its favour with effect from such date.
(3) All authorisations, decisions, licenses, warrants, approvals ,
notices and other acts or commitments made or taken by the Malt a Stock
Exchange, including any membership or admission to the official  list and
any other recognised list and any Council Notice or bye-laws, a s well as
agreements, contracts of employment and relative staff appointm ents and
conditions, shall as from the operative date be deemed to have been made
or taken and assumed by the Malta Stock Exchange plc, and shall , unless
specifically cancelled or repealed, remain in force accordingly , with such
modifications and adaptations as are strictly necessary to impl ement fully
and correctly the succession and devolution of the business and  the rights
and obligations as aforesaid of the Malta Stock Exchange to and  in favour
of the Malta Stock Exchange plc in terms of this Part.
(4) The immovable property and rights relating thereto as descri bed in
the Schedule to this Part shall devolve to the Land Department or another
entity whose shares are wholly owned by Government which shall within
one month from the operative date cause a declaratory public de ed to be
published containing a detailed description of the allocation a nd the
devolution in its favour of and of its succession to the immova ble property
and rights relating thereto which prior to the operative date w ere vested in
the Malta Stock Exchange, subject to the provisions of this Par t, and a note
thereon shall be duly enrolled at the Public Registry and the L and Registry,
as the case may be.
(5) The succession, as from the operative date, of the assets, r ights,
liabilities and obligations in favour of Malta Stock Exchange p lc and the
Land Department or another entity whose shares are wholly owned  by
Government, as the case may be, described in this Part, shall b e valid and
effective even as regards third parties by operation of law wit hout the need
for any other formality, other than the public deed and notes r equired under
this article, and shall be exemp t from the payment of income ta x, duty on
documents and other fiscal charges, notwithstanding any other p rovision of
law.
(6) Unless the context otherwise requires, any reference in any law to
the Malta Stock Exchange shall after the operative date be deem ed to be a
reference to the Malta Stock Exchange plc; and any reference to  the
Council, a member of the Council or any officer or employee of the Malta
Stock Exchange shall after the operative date be deemed to be a  reference
to the Board of Directors, a director of the company and to off icers or
employees of the company, respectively.
 64        CAP. 345. ]                      FINANCIAL MARKETS
Amended by:
XXVII.2017.82SCHEDULE
(Article 155)
The immovable property devolving in favour of the MSE (Holdings )
Limited consisting of offices and premises known as the "Malta Stock
Exchange" or " Bor\a ta’ Malta ", with all the buildings and improvements
thereon, including all rights and appurtenances relating theret o, formerly
known as the "Post Office Central Mailing Room", formerly also known as
the "Barrakka Garrison Church", situated at Castille Place, Val letta,
without an official number, together with its surrounding garde n,
measuring approximately one thousand one hundred and thirty squ are
metres (1130m2) and is bounded altogether on the North-East and the
North-West by Castille Place and the South-East by the Upper Ba rrakka
Gardens, as better described in the emphyteutical lease between  the Malta
Stock Exchange and the Lands Authority acting on behalf of theGovernment of Malta, signed on the 11 December 2007 in the acts  of
Vincent Miceli, Notary Public in Malta at the Lands Department.