A dual approach: the Companies Act and the Listing Rules

1. 9.1 The Prospectus Directive was transposed into Maltese law as part of an intensive initiative taken by the Maltese authorities on the legislative financial services front following Malta's accession to the European Union (the ‘EU’) in May 2004.

2. Since the Prospectus Directive is a maximum harmonisation directive, the Maltese authorities enjoyed limited flexibility in achieving the Prospectus Directive's objectives. As a result, the Maltese provisions implementing the Prospectus Directive substantially reflect the wording of the Prospectus Directive.

3. 9.2 The Maltese legislative and regulatory framework, prior to the transposition of the Prospectus Directive, distinguished between a prospectus pursuant to which an offer of securities is made to the public and an admission document pursuant to which the securities of an issuer would be admissible to trading on a stock exchange. Whilst the former was regulated by the Companies Act (Cap. 386 of the Laws of Malta) (‘CA’), the latter were regulated by the Listing Rules promulgated by the Listing Authority under the Financial Markets Act (Cap. 345 of the Laws of Malta) (‘FMA’).

4. Notwithstanding the convergence between the two sets of rules introduced by the Prospectus Directive, the implementation of the Prospectus Directive in Maltese law has retained this dichotomy, with the CA as the law regulating a prospectus offering securities to the public where no application is made for the securities so offered or issued to be admitted to a regulated market and the Listing Rules acting as the point of reference in circumstances where an application is made to the Listing Authority for securities to be admitted to trading on a regulated market. Accordingly, the Prospectus Directive has brought about signifi cant amendments to both the CA and the Listing Rules.

5. […]