On 5 September 2025, MLT FSA issued circular on chapters 5 and 11 of CMRs.
- MLT FSA Circular on chapters 5 and 11 of Capital Markets Rules re partial transposition requirements of European Single Access Point package, takeover bid definition change.
- Follows ESAs January 2024 proposals for use of EU Single Access Point.
Overview
- Circular addressed to market participants, primarily issuers having securities admitted to trading on regulated market and potential offerors, as defined in Chapter 11 CMRs, seeking to obtain controlling interest within offeree company, as defined in Chapter 11.
- Recalls ESAP package consists of Dir 2023/2864 and Reg 2023/2859 and the latter mandates ESMA to establish and operate, by July 10, 2027, a single access point.
- EU States must adopt, publish by Jan. 10, 2026 laws, regulations, necessary to comply with ESAP Dir (except art 3 re Transparency Dir, as amended, with deadline in 2025).
- Amendments to definitions and Chapter 5 CMRs, intend to transpose art 3, in part.
- Art 3 relates to amendments carried out to Transparency Dir (TD), inter alia, ESAP Directive introduces new art 23a) re accessibility of information on the ESAP.
- TD sets requirements for disclosure of periodic, ongoing information on issuers whose securities admitted to trading on regulated market situated/operating within EU State.
- TD was transposed in Maltese law, mainly through the Capital Market Rules; more details are provided re further context information and on the changes to the rules.
- As for Takeover Bids Directive, Chapter 11 of CMRs was introduced to transpose it.
- Amends CMR 11.3 to align CMRs wording with wording in Takeover Bids Directive.
- When implementing it via Chapter 11 CMRs, Takeover Bid was defined in CMR 11.3.
- Circular then compares old definition with new one, provides link to updated rules.
