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 06/2026/01
The Malta Financial Services Authority (“MFSA“) issued a Dear CEO Letter setting out its supervisory expectations regarding the governance and use of artificial intelligence by regulated financial entities. The Authority emphasises that AI should be treated as a prudential risk requiring appropriate governance, board oversight and risk management rather than solely as a technology initiative.
Key expectations:
The MFSA expects firms to:
- establish clear governance and board oversight for AI;
- manage third-party AI providers and concentration risk;
- validate and monitor AI models throughout their lifecycle;
- implement robust data governance;
- assess AI-related operational and systemic risks; and
- complete an internal AI self-assessment framework to identify governance gaps.
This update is only relevant if Eden Finance is actively implementing AI within regulated operations.
European Union Update
UPDATE NUMBER 06/2026/02
The MFSA issued a Circular highlighting the amendments introduced by the EU Listing Act to the Prospectus Regulation and the Market Abuse Regulation (“MAR“), which became applicable on 5 June 2026. The amendments are intended to simplify access to EU capital markets, reduce administrative burdens and modernise disclosure requirements for issuers.
The Main Changes include:
- The prospectus exemption threshold has increased from €8 million to €12 million, calculated per issuer or offeror over a rolling 12-month period. Member States may adopt a lower threshold (not below €5 million).
- Prospectuses must now follow a more standardised format, with clearer presentation requirements and simplified summaries.
- New sustainability-related disclosures have been introduced, including warnings where environmental risks are material and, where applicable, Taxonomy-related information.
- Greater flexibility has been introduced regarding the language in which prospectuses may be prepared.
- MAR has been amended to clarify the treatment of inside information during protracted processes. Intermediate steps are no longer automatically subject to public disclosure, provided confidentiality is maintained. The conditions for delaying disclosure have also been revised.
As a listed bond issuer, these amendments will be relevant for any future bond issuances, prospectus updates and ongoing MAR compliance. Internal disclosure procedures should also be reviewed to reflect the revised delayed disclosure rules.
UPDATE NUMBER 06/2026/03
The European Commission adopted Commission Implementing Regulation (EU) 2026/1291, introducing revised Implementing Technical Standards (“ITS“) governing insider lists under Article 18 of MAR.
The revised ITS will apply from 5 July 2026, replacing the previous implementing regulation and simplifying the administrative requirements relating to the preparation and maintenance of insider lists.
Key Changes:
- The simplified (alleviated) insider list format now applies to all issuers.
- Fewer personal data fields are required, removing information such as home addresses and personal telephone numbers.
- Permanent insider lists now include a new “ceased” field recording when an individual ceases to have permanent access to inside information, rather than removing the individual from the list.
- The MFSA is expected to update its standard insider list templates accordingly.
We recommend that Eden Finance updates its insider list templates and internal MAR procedures before the new ITS apply on 5 July 2026.
UPDATE NUMBER 06/2026/04
The European Single Access Point (“ESAP“) Regulation introduces a single EU-wide platform through which publicly available financial, sustainability and regulatory information will be accessible. While it does not create new disclosure obligations, it introduces new filing requirements for information already required under EU legislation.
From 10 July 2026, issuers required to publish information under the:
- Prospectus Regulation;
- Transparency Directive; or
- MAR,
must also submit that information to the relevant national collection body in a prescribed machine-readable or data-extractable format together with specified metadata, including LEI, issuer details and document classification.
As a listed debt issuer, Eden Finance should ensure that its regulatory filing procedures are updated to accommodate the parallel ESAP submission requirements once implemented in Malta.
