Listing on the Stock Exchange in Malta

Financial markets are regulated by the Financial Markets Act or the Chapter 345 in the Laws of Malta. The authority in charge with the administration of financial markets is the Malta Financial Services Authority (MFSA) that also serves as a listing authority. Currently, there is only one regulated market in Malta and that is the Malta Stock Exchange or the Borza ta’Malta (MSE). The Council of the Exchange represents the management of the Malta Stock Exchange and its powers and responsibilities are established by the Financial Markets Act. Among the powers of the Council, there is also establishing the admission requirements for companies that want to be listed on the Malta Stock Exchange.

Our lawyers in Malta can offer information about the Financial Services Act.

What are the conditions for a Maltese company to be admitted on the official list of the MSE?

A company in Malta wanting to be admitted on the MSE’s official list must fulfill certain requirements. Among these, there are:

• ·         - the application for admission with the Stock Exchange must be submitted together with the application for admissibility with the Listing Authority,
• ·         - the financial instruments for admission must be freely transferable,
• ·         - the application form must contain only the financial instruments the company wants to be admitted,
• ·         - the application form must also contain all the financial instruments of the class for which admission is desired.

The Stock Exchange may also require the company to engage into an admission agreement. Some of the financial instruments available with the Malta Stock Exchange are equities, bonds, corporate bonds, government stocks and treasury bills.

What are the requirements for Maltese companies to be listed on the Stock Exchange?

Maltese companies wanting to have ordinary shares listed on the Stock Exchange’s official list are subject to certain requirements before they are admitted. These requirements are:

• ·         - the company must be a public one,
• ·         - the shareholders’ funds must be approximately 590 EUR,
• ·         - the company’s paid-up capital must be approximately 233 EUR,
• ·         - at least 20% of the issued, paid-up capital must be public,
• ·         - the company must have a trading record in all principal sectors of its business of at least three years,
• ·         - a float of approximately 233 EUR.

Maltese companies wanting to list preference shares or bonds must have previously obtained a listing for ordinary shares, must offer preference shares or bonds worth approximately 233 EUR and that the total amount of preference shares or bonds must not exceed 100% of the shareholders’ funds.

Listing requirements for collective investment schemes in Malta

Not only companies can be listed on the Stock Exchange in Malta, but also collective investment schemes. However, the listing requirements for investment funds are different. In order to list a Maltese open-ended investment fund on the Stock Exchange, the following conditions must be met:

• -       the financial instruments must be transferable;
• -       the fund must have at least one director;
• -       the fund must have strict regulations which allow the directors to trade on the Stock Exchange;
• -       the copies of the service contracts signed by the director must be made public.

Also, the director of the fund will be directly liable for the information provided in the prospectus which must be submitted with the Stock Exchange prior to the listing.

In the case of Maltese closed-ended investment funds, the listing requirements are as it follows:

• -       the fund must appoint a sponsor;
• -       the application for admissibility must be signed and filed 5 days before the Listing Committee and Authority will verify it;
• -       the application must be filed together with the fund’s prospectus and the supplementary prospectus if a secondary listing is requested.

All investment funds applying for listing with the Malta Stock Exchange must respect the same annual disclosure requirements like public companies.

For detailed information about all conditions that must be fulfilled to be listed on the Stock Exchange, please contact our law firm in Malta.