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 05/2025/01
There was a decision by the MFSA involving a listed entity that was found to be in breach of its obligations under the Market Abuse Regulation (MAR).
Specifically, the MFSA identified shortcomings in relation to:
- The drawing up andupdating of insider lists (Article 18(1) MAR);
- The obligation to inform insiders of their responsibilities (Article 18(2) MAR); and
- The requirement to notify Persons Discharging Managerial Responsibilities (PDMRs) of their obligations (Article 19(5) MAR).
As a result, the MFSA imposed an administrative penalty of €44,900 on the entity concerned.
UPDATE NUMBER 05/2025/02
On the 2 July 2024, the MFSA published a Consultation Document on “Pillar III of the MFSA Capital Markets Strategy – Strengthening the Sponsors’ Regime” seeking stakeholders’ views on the main features of the proposed framework for sponsors and the options considered for its implementation.
As per the Feedback Statement, the MFSA intends to introduce a registration framework for sponsors inter alia by way of a new subsidiary legislative instrument, with further detail on the MFSA’s expectations and requirements being incorporated in the Capital Markets Rules.
By virtue of this Consultation, the MFSA is thus seeking stakeholders’ views on the proposed legislative framework being envisaged within the context of strengthening the Sponsors’ Regime. Stakeholders’ views on the amended Capital Markets Rules are being sought by way of a separate consultation exercise.
European Union Update
UPDATE NUMBER 05/2025/03
As part of the reforms introduced by the EU Listing Act, significant amendments to Article 17 of the MAR will apply from 5 June 2026.
These relate to:
- the disclosure of inside information during protracted processes; and
- the conditions for delaying such disclosure.
Disclosure in Protracted Processes
Issuers will no longer be required to disclose intermediate steps in a protracted process. Only the final event or circumstance, and only once it occurs, must be disclosed. Intermediate steps are also excluded from the delayed disclosure regime.
To clarify application, ESMA has issued a final report containing a draft Delegated Act listing examples of final events and when they are deemed to occur under Article 17(1) MAR.
Delay of Disclosure
The ability to delay disclosure remains, but one of the key conditions has changed. The previous test that delay must not be likely to mislead the public has been replaced with a new requirement: the inside information must not contradict the issuer’s latest public announcement or communication on the same matter.
The other conditions for delay under Article 17(4) remain unchanged. The Delegated Act also includes examples of when such a contradiction is deemed to exist.
