CHAPTER 1
INTERPRETATION
The Council of the Malta Stock Exchange, in exercise of the powers conferred on it by the Financial Markets Act [Cap 345 of the Laws of Malta] [hereinafter referred to as the Act] makes the following Bye-laws.
1.01.01 Unless the context or subject otherwise requires, the definitions under Article 2 of the Statute annexed to the Act shall equally apply to these Bye-laws.
1.01.02
Words importing the singular number shall include the plural and vice versa where the context so permits.
Words importing the masculine gender shall include the feminine and neuter
genders.
1.01.03
Furthermore, the following terms have the following meanings :
“Accrued Interest” means the amount of interest accumulated in respect of an interest-bearing security from the last payment up to settlement day;
“Admissible to Listing” means
admissible to listing in accordance with the provisions of Article 12(1) of the
Act and “Admissibility to Listing” shall be construed accordingly;
“Admission” means admission
to listing or admission to listing and trading on the Exchange in accordance
with the provisions of Article 12(2) of the Act and “Admitted Listing and
Trading” or “Admit to Listing” shall be construed accordingly;
“Advertisement” means any form of advertising or promotional activity or material,
whether done verbally or in writing, and, without prejudice to the generality
of the foregoing, includes advertising in a publication, listing particulars or
equivalent offering documents, prospectuses, the display of notices, signs,
labels or showcards, by means of letters, circulars, catalogues, price lists or
other documents, by an exhibition of pictures or photographic or cinematographic
films, by way of sound broadcasting or television, by the distribution of
recordings or in any other manner, and references to the issue of an
advertisement shall be construed accordingly;
“All or nothing” means that the bidder or offeror is only interested in either buying
or selling the total number of shares displayed on the Trading Board and does
not wish the order to be reduced in size;
“Approved Payment System” means a securities
settlement system operated by the Exchange and duly approved by the Central
Bank pursuant to Article 36 of the Central Bank of Malta Act (Cap. 204 of the
Laws of Malta);
“Authorised Intermediary” means an
investment firm authorised by the competent authority or by a foreign authority
to provide services referred to in Section (1)(b) and (2) of the Annex to the
Directive within the meaning of article 15 of the Directive;
“Best Market” means the current highest bid and the lowest offer in a specific
security;
“Books close date/Record date” means the day on which the register is closed;
“Bid”
means an order by a stockbroker to buy securities at a certain price. Can also
refer to a price which a buyer is willing to accept for his securities;
“Block-trade” means a proposed match which
is sufficiently large to exceed the capacity of the market. These are entered
during a special session in the market;
“Board Lot” means a standard number of shares or stocks, determined by the
Exchange, which can be traded on the market;
“Business day” means
any day which is not a Saturday or a public holiday;
“Business hours of the Exchange” means 0800 hrs to 1600 hrs on each Business
Day or any other times specified as such by the Exchange;
“Buyer’s right of forward transmission” means the acquisition by the buyer in a
transaction until final settlement of the forward delivery of the relevant
transacted securities only if he discharges his payment obligation;
“Chairman” is the Chairman of the Exchange;
“Central Bank” means the Central Bank of
Malta established by virtue of the Central Bank of Malta Act, (Cap. 204 of the
Laws of Malta);
“Chief Executive Officer” is the Chief Executive Officer of the Exchange;
“Class” means securities the rights attaching to
which are, or will be, identical and which form a single issue or series;
“Client Contract Note” is the record of the details of the match, its
total value and all relevant charges;
“Competent Authority” means the person or body appointed by the Minister
of Finance to carry out the functions of a competent authority under the Act;
“Compliance Office” means the Office responsible for market monitoring and continuing
obligations of Members and listed companies;
“Compliance Officer” means the person appointed
by the Issuer, who shall be responsible to provide the Exchange with any
information or explanation that the Exchange may reasonably require for the
purpose of verifying whether the Bye-laws are being or have been complied with
or which relates to the integrity or orderly operation of the Exchange’s
markets for listing securities;
“Council” means the Council of the Malta Stock Exchange;
“Cum”
placed immediately before a distribution or benefit implies inclusion of the
distribution or benefit;
“Cut-off Time” means
the time set in accordance with any
relevant clearing and settlement rules by which all relevant conditions must be
satisfied in order for the settlement of a transaction to occur;
“Deal”,
“Match”, “Trade” are three terms used interchangeably to refer to a bid and
an offer which have been either wholly or partially satisfied;
“Delivery versus Payment” means the delivery of
securities occurring only if payment occurs;
“Depositary Receipt” means a certificate or other record, whether or not
in the form of a document, which is issued by or on behalf of a person who
holds any relevant securities of a particular issuer or who holds evidence of
the right to receive relevant securities or who has an interest in the relevant
securities of a particular Company. Such certificate or other record evidences
or acknowledges that another person is entitled to rights in relation to those
securities and shall include the right to receive the said securities from the
person holding or having an interest in the same securities. For the purposes
of this definition relevant securities means shares, debt securities or
warrants;
“Direct participant” means an
authorised intermediary who is a direct participant in the Off-Exchange Trade
Validation and Reporting System;
“Directive” means Council Directive 93/22/EEC of the 10 May 1993 on
investment services in the securities field as amended from time to time;
“directives” means the General Notification directives applicable to RIEs issued by
the Competent Authority or such other directives applicable to RIEs issued by
the Competent Authority;
“Ex”
means that the deal is exclusive of distribution or benefit;
“Exchange Floor” means the room, area and/or other facilities from time to time
designated or made available by the Exchange for effecting trades and other
transactions between members during trading sessions of the Exchange;
“Executing Bank” means
the bank in which a participant of any relevant clearing and settlement system
has opened the relevant settlement account/s for the withdrawal/deposit of
relevant settlement funds;
“Executive Committee” means the Committee established in terms of the
Statute appended to the Act;
“Financial Markets Act or FMA or the Act” means the Financial Markets Act, Cap. 345 of
the Laws of Malta;
“Financial Intermediary” means any person acting in an intermediary capacity
between clients and stockbrokers as licensed under the Investment Services Act;
“Free of Payment” means those transactions which
are included in the Off-Exchange Trade Validation and Reporting System but
which are not cleared and settled through the clearing and settlement system
operated by the Exchange at the time of the transaction;
“General Manager” is the General Manager of the Exchange;
“Indirect participant” means an
authorised intermediary who is an indirect participant in the Off-Exchange
Trade Validation and Reporting System;
“Individual connected with the company” means an individual who is
either:
(i)
a director of that company or of a related company; or
(ii)
who is an officer or employee of the company or of a related company;
or
(iii)
occupies a position involving a business or professional relationship
between himself, his employer, or a company of which he is a director, and that
company or related company; or
(iv)
a public officer acquiring information in an official capacity;
“Internal Compliance Office” means the office within the
Exchange performing internal compliance functions in terms of the RIE
Recognition Requirements;
“IPO”
means Initial Public Offering;
“ISIN Code” means International Security Identification Code;
“Issuer” means any company or other legal person or
undertaking including a Public Sector Issuer, any class of whose securities
have been authorized as admissible to listing or is the subject of an
application for admissibility;
“Listed company” means a quoted company as defined in the Act;
“Listed security” means a quoted security as defined in the Act;
“Listing Authority” means the Competent Authority appointed to authorize
admissibility of securities as it considers appropriate to the Official List or
to any other Recognized List;
“Listing Particulars or equivalent offering document” means
listing particulars, prospectuses, supplementary listing particulars or any
other document issued in connection with any offering to the public for
subscription to any securities;
“Listing Rules” means
the rules issued by the Listing Authority in accordance with the provisions of
the FMA as may be amended from time to time;
“MaltaClear” means the system set up by the Exchange for
the purpose of clearing and settlement of relevant transactions;
“Market Abuse” means both the prohibited use of inside information and the practice
of market manipulation as provided for in the Prevention of Financial Markets
Abuse Act, 2005;
“Market Imbalance” means a situation in the Pre-open Market when the best bid is higher
than the best offer;
“Market Official” means an Exchange Official who manages the trading operations of the
Exchange in accordance with the Bye-laws;
“Match” is where two calls, one bid and one offer, have been either wholly or
partially satisfied and declared as a trade in accordance with the Matching
Procedures contained in these Bye-laws;
“Match”, “Trade”, “Deal” are three terms used
interchangeably to refer to a bid and an offer which have been either wholly or
partially satisfied;
“MATS”
means the Malta Automated Trading System;
“Memorandum and Articles of Association” means the Memorandum and Articles of
Association and/or equivalent constitutional documents of an applicant or
Issuer;
“MSE Account Number” means an account number generated by the Exchange,
unique to each registered security holder used as the point of reference for
administrative purposes;
“MSE Settlement Account” means a settlement account opened by the
Exchange at the Central Bank to facilitate clearing and settlement procedures;
“Members” in relation to the Exchange means any person admitted to membership by
the Exchange to access the trading
system;
“Off-Exchange Trade Validation and Reporting System” means the system operated by the Exchange
within its trading infrastructure for the verification and confirmation of
trades effected off-exchange in securities which have been admitted to trading
on the Exchange;
“Off-Exchange transaction” means a
transaction in securities traded on the Malta Stock Exchange which has been
effected off the market/s operated by the Malta Stock Exchange;
“Offer” means an order by a stockbroker to sell securities at a certain price.
Can also refer to the price which a seller will accept for his securities;
“Officer of the Exchange” means a Council Member, Chief Executive, Senior
Executive, Secretary or any other person forming part of the governing body of
the Exchange, charged with the representation of the Exchange, or any other
employee of the Exchange;
“Official List” means the list prepared and published by the Exchange, containing
information of the current or most recent prices of all listed securities,
together with such other information as the Exchange may consider appropriate
to include therein;
“Opened” means a state during the trading session where all securities are
fully opened and continuous trading activity can occur;
“Opening Algorithm” means a calculation used At the Open to calculate an opening price for each security;
“Opening Price” is the price calculated for each security according to the opening
algorithm at which trades will be effected At
the Open in each security;
“Order Log Book” means a register maintained at the offices of each Member containing
details on each buying and selling order received by the Member;
“Order” is an instruction from a client to a stockbroker to buy or sell
securities;
“Pre-Opening” is a state during the trading session where stockbrokers can enter
orders and view enquiries but during which no orders are executed;
“Price” means the unit price of a security;
“Put-through” is where a stockbroker has both buying and selling clients in the same
security, at the same price and amounting to the same volume;
“Queue Priority” means all orders in the system sorted according to the Priority of orders for execution – Queue Priority
rules as outlined in these Bye-laws;
“Recognized Jurisdiction” means any state that is a
member state of the European Union or any other state, country or territory
that may be formally declared by directive of the Listing Authority to be a
“Recognized Jurisdiction”;
“Recognized List” means
any list prepared and published by any Recognized Investment Exchange in
accordance with the Bye-laws of such Recognized Investment Exchange;
“Reporter” means the person nominated by
the Direct Participant to access the Off-Exchange Trade Validation and
Reporting System on his behalf;
“RIE Recognition Requirements” means the Recognized Investment Exchange
(Recognition Requirements) Regulations issued
under the relevant Legal Notice in terms of the Act;
“Regular Order Book” contains all unfilled orders without any special
terms attached thereto;
“Related company” in relation to a company, means any body corporate which is that
company’s subsidiary, associated or holding company, or is the manager of or
managed by, or is advisor to or is advised by or otherwise controls or is
controlled by that company, its holding company or a subsidiary or associate of
that company;
“RIE” means
a Recognized Investment Exchange;
“Securities” means securities as defined in the Statute appended to the Act;
“Special Trade” is a trade whose nature is classified by the Exchange as Special and
is so designated;
“Special Terms Order Book” contains all unfilled orders with special terms
attached thereto;
“Sponsor” means a Sponsor appointed in terms of Chapter
2 of the Listing Rules;
“Statute” means the Statute of the Exchange as established under the Schedule of
the Act;
“Stockbroker” means any license holder authorized by the Competent Authority under
the Investment Services Act to carry out the functions of a broker for the
purchase or sale of securities quoted on
a Recognized Investment Exchange;
“Symbol” means a set of alpha and/or numerical characters that identifies the
security being traded;
“Tick Size” means the step-by-step increase or decrease in price by which bids and
offers may be raised or lowered.
“Trade”, “Deal”, “Match” are three terms used
interchangeably to refer to a bid and an offer which have been either wholly or
partially satisfied;
“Trader” means an individual nominated by the Member and authorized by the Exchange to carry on
trading on the Exchange ;
“Trade Range” means the price range established by the Exchange from time to time
within which a trade can take place on the market;
“Trading Board” means the facility/computer screen provided for matching offers and
bids on the Market;
“Trading Halt” means an order issued by the Exchange in its absolute discretion
declaring a temporary suspension of trading sessions as a result of widespread
technical failure of the facilities supporting MATS;
“Trading Session” means the time period established by the Exchange during which orders
can be entered in the Trading System, amended or cancelled and trades can take
place;
“Trading System” means the facilities from time to time designated or made available by
the Exchange for effecting trades and other transactions between members during
trading sessions of the Exchange;
“Tribunal” means the Financial Services Tribunal established in terms of the Act.