CHAPTER 5
ADMISSION REQUIREMENTS AND DISCLOSURE STANDARDS
Authority to approve admission
5.00.01 Granting of admission to any of the recognized lists of the Exchange shall be approved by the Council.
5.00.02 (i) All matters concerning admission to listing and trading shall be dealt with between the General Manager and the Sponsor.
(ii) The Executive Committee will be responsible for scrutinizing all applications for admission of securities to any of the recognized lists of the Exchange and for forwarding its recommendations to the Council
(iii) When a matter is the subject of consideration by the Council, the Sponsor may be accompanied by representatives of the Issuer and other advisers, any of whom may address the Council.
(iv) An applicant for admission must comply with the relevant admission rules. In addition, the Council may make admission subject to any special conditions which it considers appropriate. The applicant will be expressly informed in any such case and must comply with such conditions.
(v) For the purposes of the admission rules, admission of any security to any of the Exchange’s recognized lists becomes effective only when a Council Notice has been posted on the Notice Board of the Exchange.
(vi) A condition for admission is acceptance of the continuing listing obligations and the disclosure standards which will apply following admission. These continuing listing obligations and disclosure standards can be found in the Listing Rules and in the Bye-laws.
(vii) Suitability for admission depends on many factors. Applicants for admission and their Sponsors should appreciate that compliance with the relevant requirements laid down in these Bye-laws may not of itself ensure an applicant’s suitability for admission. The Council reserves the right to accept or reject applications.
(viii) Granting of admissibility by the Listing Authority or recognition by the Listing Authority of an admissibility granted by a competent authority in a foreign jurisdiction as may be laid out by regulations issued in terms of the Act, will not, in itself, ensure that admission to any of the recognized lists of the Exchange will be granted.
Rejection
of Applications
5.00.03 (i) The Council may refuse an application for admission of securities if it considers that :
(a) the applicant’s situation is such that admission of the securities may be detrimental to the orderly operation of the market or to the reputation of the Exchange as a whole; or
(b) the applicant cannot, or will not be in a position to comply with the disclosure standards or with any special condition imposed upon the applicant by the Council; or
(c) it is otherwise contrary to the policy of the Exchange.
(ii) In the case where the Council has rejected an application for admission, the Council shall inform the applicant, stating the reasons for such rejection.
Sponsors and their responsibilities
5.00.04 (i) An applicant for admission must appoint a Sponsor in accordance with Chapter 2 of the Listing Rules to sponsor his application and inform the Exchange of such appointment.
(ii) A sponsor appointed under paragraph (i) above must be available to guide and provide advice to the directors or other managing board of the applicant as to their responsibilities and obligations to ensure that they comply with the Bye-laws and when necessary, to accompany the applicant at meetings with the Exchange.
(iii) The Sponsor must ensure that the General Manager is kept aware of all relevant information relating to the applicant which should be brought to his notice. The Sponsor is responsible for lodging with the General Manager all the documents required in support of an application for admission. This channel of communication must also be used for discussion of all matters arising in connection with the application.
(iv) The Sponsor must sign the Admission Application as per Appendix 1 and lodge it, together with the relevant supporting documentation, in accordance with these Bye-laws.
Basic Conditions to be fulfilled by an Applicant
5.00.05 (i) An application form for admission of securities to any of its recognized lists must be submitted to the Exchange at the same time as an application for admissibility has been made to the Listing Authority.
(ii) The securities for which admission is sought must be freely transferable.
(iii)
In the case of an application for admission of
securities to any of its recognized lists, already on issue, and with a limited
number of security holders, upon admission of such security, the Exchange,
Issuer and /or guarantor and one or more of the security holders present at the
time of admission may enter into a formal
Agreement wherein the security holder commits himself to secondary
market disposal of the security on the terms and conditions agreed to between
the parties to the agreement.
(iv) An applicant for admission of any class of securities must:
(a) relate only to securities which are listed or proposed to be listed; and
(b) relate to all securities of that class, issued or proposed to be issued; or
(c) relate to all further securities of that class, issued or proposed to be issued if securities of that class are already admitted to a recognized list.
5.01.01 The Council may suspend the admission of a security from any of its recognized lists in accordance with its rules if there is reason to believe that this is in the interest of the Exchange or the public or investors generally as may be provided for in the Act.
5.01.02 The Council will immediately suspend or discontinue the admission of a security from any of its recognized lists upon being informed by the Listing Authority that it has authorized such suspension or discontinuation.
5.01.03 Such suspension authorized by the Listing Authority shall only be lifted when so authorized by the Listing Authority.
5.01.04 The Council, or the Issuer itself, may, in terms of the Act request the authority of the Listing Authority to suspend or discontinue a security from one of its recognized lists or trading in terms of the Act. The Council may request such suspension or discontinuation of a security
(i) if it is in the opinion of the Council that the Issuer no longer fulfills the requirements of, or has failed to satisfy or comply with or has contravened any provisions of the Statute or Bye-laws or in purposed compliance with any such provisions has furnished the Council with false, inaccurate or misleading information; or
(ii) the Council deems that the Issuer has acted in a manner which is detrimental to the Exchange, its Members or the public in general.
Such suspension or discontinuation of admission will only become effective upon the appropriate authorization of the Listing Authority.
5.01.05 An Issuer must continue to comply with the continuing listing obligations and disclosure standards even when admission of its securities to trading is suspended, unless the Listing Authority and Exchange otherwise agree.
5.02.00 Application
Procedure
Application Procedure
5.02.01 (i) The Sponsor must file with the Exchange an application for admission to any of its recognized lists signed by the Issuer together with the appropriate supporting documents as outlined in this Section. The Sponsor must ensure that the Issuer has fulfilled all the procedures necessary for filing the application and that all the relevant documentation has been provided. He shall make a statement to this effect on the application form.
(ii) The Council must approve or reject the application within five working days from receipt of confirmation of admissibility from the Listing Authority. In the case of issues of securities which are also to be followed by an Initial Public Offering, the time-table for admission must be agreed to with the Exchange at the time of submission of application.
Documents to be filed with an application
for admission
5.02.02 The following documents must be filed in support of an application for admission :
(i) an application form as set up in Appendix I to this Chapter, duly completed and signed;
(ii) one copy of the listing particulars or equivalent offering document approved by/to be approved by the Listing Authority;
(iii) a certified copy of :
(a) the Board resolution(s) authorizing the issue of securities to be traded and subsequently allotting the same; and
(b) the Board resolution(s) approving and authorizing the issue of the listing particulars or equivalent offering document;
(iv) one copy of the Memorandum and Articles of Association or any other corresponding document, and all amendments thereto to date;
(v) a copy of any notice of meeting referred to in the listing particulars or equivalent offering document. Where, for any reason, one or more of the above documents cannot be produced, a statement to this effect has to be submitted.
(vi) Where documents are submitted in draft form pending approval by the Competent Authority, the Issuer must submit certified copies of the relevant documents approved by the Listing Authority or the competent authority of any other recognized jurisdiction prior to admission being granted.
5.02.03 The procedure indicated in 5.02.01 above must be followed and the documents indicated in bye-law 5.02.02 must be filed in support of an application for admission for any type of security. However, the Council may exempt an applicant from any of the provisions of bye-laws 5.02.01 and 5.02.02 or request further documentation and/or information, as it deems appropriate.
Application procedure
for Issuers already having securities admitted to any of the Exchange’s
recognized lists
5.02.04 The provisions of bye-laws 5.02.01 and 5.02.02 also apply in respect of Issuers applying for a further issue of securities on the Exchange. However, the Council may exempt an applicant from submitting certain documents and information already in its possession or which the Council deems superfluous.
5.03.00 Disclosure
Requirements
General
5.03.01 (i) Once a security is granted admission to the Official List or any other recognized list, the Issuer must ensure compliance with the continuing listing obligations and the disclosure standards as laid down in the Listing Rules, Bye-laws and the Prevention of Financial Markets Abuse (Disclosure and Notification) Regulations, 2005.
(ii) Once a security is granted admission to any of the recognized lists of the Exchange, the Issuer must appoint a Compliance Officer who will 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 listed securities.
(iii) The Issuer must comply with the requirements of the Malta Stock Exchange and provide forthwith any explanation requested by the Exchange and is to make all such communication with the Exchange through its Compliance Officer.
(iv) The Issuer shall promptly advise the Exchange of any change in its Compliance Officer.
(v) The Exchange may subject Issuers to more stringent obligations than those provided for hereafter or to additional obligations, provided that they apply generally to all Issuers or to all Issuers of a given class.
Company Announcements to be made to the
Exchange for release to Members of the Exchange
5.03.02 Issuers must make company announcements in English or Maltese without delay in accordance with the Listing Rules and the Prevention of Financial Markets Abuse (Disclosure and Notification) Regulations, 2005.
5.03.03 The Exchange will not have responsibility for the contents of any Company Announcement forwarded to it for dissemination. An Issuer must take all reasonable care to ensure that any information contained in company announcements is not misleading, false or deceptive and does not omit anything likely to affect the import of such information.
5.03.04 Should the Exchange not receive Company Announcements as referred to in the Listing Rules in due time, the Exchange will report the matter to the Listing Authority for any action it deems appropriate.
5.03.05 Company Announcements may be issued at any time during the Exchange’s business hours. Should a Company Announcement be issued during trading, the Exchange may decide to suspend trading in the securities concerned for a short period of time, until such company announcement is disseminated to the market.
5.04.0
Fees
An Issuer must pay the annual admission fee for as long as its security remains on any of the recognized lists of the Exchange calculated in accordance with the Exchange’s scale of fees for the time being in force as soon as such payment becomes due.