Welcome to the monthly capital markets update, a briefing from our capital markets practice area rounding up the month’s regulatory developments within the equity and debt capital markets and looking ahead to future developments.
Malta Update
UPDATE NUMBER 04/2025/01
The MFSA issued a letter to CEOs and Company Secretaries of issuers (both on the main market and prospects) having financial instruments admitted to trading on a trading venue, summarising findings from a data-gathering exercise on compliance with Article 18 of the Market Abuse Regulation (MAR) concerning insider lists.
Key highlights include the following:
- Most issuers had prepared both temporary and permanent insider lists using MFSA templates, but some included individuals who may not qualify as permanent insiders.
- Gaps were found where issuers failed to notify all insiders promptly and did not obtain the required written acknowledgements of insider obligations and sanctions under MAR.
- Some insider lists lacked complete information, including omissions of individuals working on financial analyses and audits.
- The MFSA reminded issuers to maintain insider lists for at least five years and to ensure clear and timely communications separate from those addressed to Persons Discharging Managerial Responsibilities (PDMRs).
The MFSA noted progress but stressed that shortcomings must be addressed to avoid regulatory action.
Below please find a checklist regarding insider lists compliance under the MAR.
| Preparation of Insider Lists
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· Maintain both a temporary and, ideally, a permanent List of Insiders (LOI).
· Use the MFSA’s latest official templates.
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| Correct Inclusion of Individuals
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· Include only individuals who have access to all inside information (e.g., CEO, CFO, Head of Legal) in the permanent LOI.
· Include individuals who access specific inside information (e.g., auditors, legal advisors) in the temporary LOI.
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| Complete and Accurate Information
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· Ensure LOIs contain all required fields.
· For recurring events (e.g., annual audits), create new entries each time, not just one general entry.
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| Timely Communication with Insiders
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· Notify insiders immediately upon inclusion in the LOI of:
o Their legal and regulatory obligations under MAR. o The sanctions applicable to insider dealing and unlawful disclosure. · Obtain written acknowledgements from each insider confirming they understand these duties.
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| Content of Communications
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· Ensure insider communications are detailed and focused on insider obligations.
· Avoid combining obligations for insiders and PDMRs in the same communication—use separate notices.
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| Retention Obligations
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· Retain insider lists (and related communications and acknowledgements) for at least five years.
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| Special Considerations | · Be cautious including shareholders with no other role in the company in the permanent LOI, as this may breach insider information rules.
· Maintain evidence of timely communications—date all notifications sent to insiders. |
As part of our engagement to update the Company’s policies and procedures, we will also undertake a review and update (if necessary) of the Company’s lists of insiders.
UPDATE NUMBER 04/2025/02
On 16 April 2025, the so-called ‘Stop-the-Clock’ Directive was published in the official journal of the EU, and it serves to delay the application of certain requirements under the Corporate Sustainability Reporting Directive (CSRD).
Notably, the sustainability reporting obligations for:
- ‘Wave two’ companies (large undertakings not yet subject to CSRD) are now postponed to financial years starting on or after 1 January 2027 (instead of 2025); and
- ‘Wave three’ companies (listed SMEs) are postponed to financial years starting on or after 1 January 2028 (instead of 2026).
There is no change for ‘wave one’ companies, which must report for financial years starting on or after 1 January 2024.
The Directive must be transposed into national law by 31 December 2025 and will be factored into Malta’s ongoing transposition of the CSRD.
European Union Update
UPDATE NUMBER 04/2025/03
The European Securities and Markets Authority (ESMA) has published its 2024 Corporate Reporting Enforcement and Regulatory Activities Report, summarising supervisory and enforcement actions across the European Economic Area.
Key highlights include:
- Financial Reporting: 685 issuers’ (representing 17% of all EEA issuers applying IFRS) financial statements were reviewed, with enforcement actions taken in 38% of cases, focusing on financial instruments, impairment testing, financial statement presentation, and operating segments.
- Alternative Performance Measures (APMs): 492 management reports (covering 12& of IFRS-listed issuers in the EU) were reviewed, resulting in enforcement actions against 14% of issuers, mainly due to issues with definitions, reconciliations, and labelling of APMs.
- Non-Financial Reporting: 425 non-financial statements were assessed, with 28% leading to enforcement actions, particularly concerning Article 8 of the Taxonomy Regulation and ESG reporting.
European Single Electronic Format (ESEF): 3,103 annual financial reports were reviewed, with a 7% enforcement rate, focusing on submission delays, format issues, and improvement of disclaimers and coding quality. Furthermore, enforcers examined the financial statements of 716 issuers required to submit ESEF AFRs in iXBRL format, taking action against 72 issuers, with a 10% action rate. Most actions involved correcting future AFRs, while others focused on improving HTML coding for readability, refining the selection of core taxonomy elements, and creating extension taxonomy elements.
ESMA encourages issuers, auditors, and reporting professionals to familiarise themselves with the full report and upcoming 2025 enforcement priorities.
UPDATE NUMBER 04/2025/04
ESMA launched a consultation proposing changes to the format for insider lists under the Market Abuse Regulation (MAR), following the recent “Listing Act” legislative package. The aim is to reduce administrative burdens, particularly for SMEs.
ESMA proposes three templates for insider lists: two covering event-based and permanent insider lists for non-SMEs and opted-out SME Growth Market issuers, and one simplified format for SME Growth Market issuers.
Stakeholders are invited to provide feedback by 3 June 2025.
Finalised Implementing Technical Standards will be submitted to the European Commission in Q4 2025.
Issuers and market participants are encouraged to review the proposals and consider submitting feedback.
UPDATE NUMBER 04/2025/05
The European Commission launched a targeted consultation to identify obstacles to capital markets integration across the EU. This initiative forms part of the broader Savings and Investments Union (SIU) strategy, aimed at enhancing the competitiveness of the EU economy by better channelling savings into productive investments.
Stakeholders are invited to provide feedback on barriers to cross-border trading and post-trading, scaling up investment funds, harmonising supervisory practices, and simplification.
The consultation will inform a comprehensive legislative package expected in Q4 2025. Responses are due by 10 June 2025.
