Revised Capital Markets Rules

MFSA has revised Chapters 5, 11 and 12 of the Capital Markets Rules (the ‘Rules’) as part of the transposition process of the Shareholder Rights Directive II[i] and pursuant to changes required in terms of the Central Counterparties Regulation.[ii]

The amendments to the Rules consist of the following:

Amendments to Chapter 5

• Transactions entered into in the ordinary course of business have been exempted from the requirements relating to ‘Material Related Party Transactions’.

Amendments to Chapter 11

• In case of central counterparties, the requirement to make mandatory bids shall not apply.

Amendments to Chapter 12

• In case of central counterparties, the requirements relating to shareholders rights in terms of such chapter shall not apply;
• For the purposes of this chapter, the definition of ‘director’ has been amended to include any other person who is in charge of operations or activities of the issuer;
• The requirements in relation to notices of general meetings have been extended to apply to central counterparties;
• Inclusion of additional directors’ responsibilities to ensure compliance with the Rules.

The revised Rules are applicable with immediate effect.

Should you require further information or assistance, please do not hesitate to contact the financial services team at dfcs@dfadvocates.com .

[i] Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC

[ii] Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020