Capital MarketsEUMaltaCapital Markets Update – October 2025

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 10/2025/01

On 13^th October 2025 the MFSA issued a circular reminding issuers with listed or soon-to-be-listed securities of their obligations under Article 5 of the Market Abuse Regulation (EU) 596/2014 (“MAR”) and Delegated Regulation (EU) 2016/1052 regarding buy-back programmes.

The Authority notes the growing use of buy-backs and reiterates that issuers should seek to comply with the MAR safe-harbour requirements as far as possible. Where full compliance is not achievable, issuers must still ensure adherence to MAR’s prohibitions on insider dealing, unlawful disclosure, and market manipulation.

To promote transparency and market integrity, issuers intending to launch buy-back programmes are encouraged to contact the MFSA in advance to discuss the programme’s aims and structure for guidance.

UPDATE NUMBER 10/2025/02

The MFSA has published a Feedback Statement outlining its responses to comments received following two public consultations launched on 19 May 2025 regarding the Proposed Legislative Framework and Proposed Amendments to the Capital Markets Rules on the Sponsors’ Regime. The initiative aims to strengthen the role of sponsors in Malta’s capital markets, focusing on eligibility, governance, and oversight.

Key Areas of Feedback and MFSA Position:

1. Definition of “Sponsor”.
2. A ten-month transitional period will apply once the Financial Markets Act provisions come into force, provided existing sponsors apply for registration within two months.
3. The MFSA reaffirmed that fitness and properness assessments are ongoing suitability checks covering competence, reputation, and conflicts of interest.
4. The maximum penalty of €150,000 per breach remains, though it will be applied in an effective, proportionate, and dissuasive manner.
5. New application and supervisory fees were justified by the MFSA on market integrity grounds, and further guidance will be issued following engagement with industry.
6. Sponsor eligibility will require authorization to provide investment services under the Investment Services Act or MiFID II. Sponsors must demonstrate professional expertise and practical experience.
7. The restriction preventing individuals involved in the sponsor service from distributing the same financial instruments will apply only to the primary market to reduce conflicts of interest.
8. Record-keeping retention periods will extend to at least five years for equity securities, and for debt securities until full repayment.
9. The proposed restriction for connected clients under Capital Markets Rule 2.18[1] will be removed.
10. Sponsors must perform due diligence to prevent unsuitable persons from accessing the market; related guidance will follow.
11. Sponsors need not access accounting records but must obtain written confirmation that submitted financial information has been correctly extracted

[1] MFSA, Capital Markets Rules, Rule 2.18 states that ‘The appointment of more than one Sponsor does not relieve any of the Sponsors so appointed of their responsibilities and obligations under the Capital Markets Rules’.

 

European Union Update

UPDATE NUMBER 10/2025/03

On 14 October 2025, ESMA issued an updated version of its European Single Electronic Format Reporting Manual, which promotes consistency and harmonisation in the preparation of annual financial reports across the EU.

Key Updates Include:

• Integration of the 2025 Regulatory Technical Standards amendments and the latest International Financial Reporting Standards (“IFRS”) Taxonomy, including references to IFRS 18 – Presentation and Disclosure in Financial Statements and IFRS 19 – Subsidiaries Without Public Accountability.
• Introduction of dual entry points to accommodate both International Accounting Standard 1 and IFRS 18, noting that adoption of IFRS 18 is not required before 2027.
• Additional technical clarifications on the correct tagging of empty or nil fields.
• Implementation of new validation rules for software providers to improve formatting compliance.

Issuers are expected to apply the updated guidance when preparing their 2025 annual financial reports, while software providers should update their systems in line with the revised Inline eXtensible Business Reporting Language  specifications.

This circular can be accessed here, and the full update by ESMA here.

UPDATE NUMBER 10/2025/04

ESMA has published its Final Report proposing the extension of a simplified, “alleviated” format for insider lists under the MAR to all EU issuers.

This proposal forms part of the broader reforms introduced by the Listing Act (Regulation (EU) 2024/2809), aimed at enhancing the attractiveness and accessibility of EU capital markets by reducing regulatory burdens.

Key Proposals and Changes:

• The alleviated format, currently available only to small and medium-sized enterprises (SMEs) listed on EU growth markets, would be extended to all issuers.
• The current five insider list templates (across Annexes I–III) would be reduced to three, simplifying compliance.
• The revised Annex III templates would feature fewer personal data fields, omitting or modifying specific details to streamline data collection.
• These changes are designed to lessen the administrative and data protection burden on issuers while maintaining effective market oversight.

Under the existing framework, issuers must maintain detailed temporary and permanent insider lists containing extensive personal and professional data fields, including:

• Personal identifiers: full name(s), surname(s) at birth, date of birth, and national identification number.
• Contact details: professional and personal telephone numbers, full home address.
• Professional information: company name and address, role, and reason for insider status.
• Access records: timestamps indicating when access to inside information was obtained and ceased.

The permanent insider list mirrors these requirements but focuses on individuals with continuous access to inside information, recording their inclusion date and relevant company details.

By extending the simplified insider list format, ESMA aims to harmonise reporting obligations across the EU, reduce administrative complexity, and align MAR’s requirements with technological and data protection best practices.

UPDATE NUMBER 10/2025/05

The ESMA Public Statement on the 2025 European Common Enforcement Priorities (ECEP) outlines the key areas European regulators will focus on when reviewing issuers’ annual financial reports, including IFRS financial statements, sustainability statements under the Corporate Sustainability Reporting Directive and the European Sustainability Reporting Standards (ESRS), and reporting in the European Single Electronic Format (ESEF). For IFRS reporting, ESMA emphasises detailed, entity-specific disclosures about the impact of geopolitical risks, such as the war in Ukraine, Middle East tensions, and global trade frictions, on areas like impairments, deferred tax assets, revenue recognition, and financial instruments.

ESMA also highlights the need for clearer and more consistent segment reporting, including transparent segment identification, aggregation judgements, and disclosures on geographical areas and major customers.

For sustainability reporting, ESMA continues its focus on materiality assessments and the scope and structure of sustainability statements, stressing the importance of robust, entity-specific disclosures rather than boilerplate explanations. Issuers must clearly explain how they identify material impacts, risks and opportunities, how stakeholder input is integrated, and how material impacts, risks and opportunities connect to ESRS topical disclosures.