Listing of Collective Investment Schemes in Malta
Collective Investment Schemes (CIS) which issue or create units or carry on any activity “in or from within Malta” require a collective investment scheme licence issued by the Malta Financial Services Authority (“MFSA”). CIS may, subject to the submission of applicatiosn for admissibility to listing of units in a CIS, be authorised to list their units by the Listing Authority (also the MFSA).
Suitability for listing hinges on several factors, chief amongst which is compliance with the relevant requirements laid down in the listing rules, as amended from time to time, as well as any special condition which it may consider appropriate in the interests of investors.
The application procedures and requirements, listed hereunder, are limited to the principal procedures and requirements for open ended Schemes seeking authorisation for admissibility for primary listing. Different or additional requirements apply for secondary listings of open ended Schemes and for primary or secondary listings of close ended Schemes – reference is made to Chapter 15 of the MFSA Listing Rules: “Admissibility Requirements for Collective Investment Schemes”.
Requirements and Conditions to be fulfilled by the scheme
In order to be eligible for the listing, the CIS must be:
- duly licensed by the MFSA pursuant to the provisions of the Investment Services Act (ISA); or
- an Undertaking for Collective Investment in Transferable Securities (UCITS) licensed by a regulatory authority in a Member State or EEA State.
Apart from the above general requirement, an open ended CIS seeking authorisation for primary listing, must satisfy a number of additional critieria, summarised below:
- The units in the CIS should be freely transferable;
- The number of Directors of a scheme should at least be one (provided that the MFSA may request the presence of one or more non-executive Directors who are independent of the manager for the bolstering of local presence);
- The Directors must be individuals (not corporate entities) – a slight exception is allowed if the corporate director is the manager of the CIS.
- A scheme should adopt rules governing dealings by Directors which will preclude them from dealing in the listed units of the scheme at a time when they are in possession of price-sensitive information.
- Copies of the Directors’ service contracts, if any, should be made available to the general public for inspection at the time of the Annual General Meeting of the CIS.
- Any other activity of the Directors, manager or investment adviser should not result in the scheme being disadvantaged in any way due to possible conflicts of interest between their obligations arising as a result of such activities and their obligations to the Scheme.
The directors are personally responsible for the information contained in the Prospectus, and they have to acknowledge to the MFSA in writing that they accept full responsibility collectively and individually for the CIS’ compliance with all the requirements and continuing obligations, whether in terms of the Listing Rules or otherwise.
Formal Application for Authorisation for Admissibility for Primary Listing
All applicants seeking admissibility to listing of its units are required to appoint a sponsor (who must be a person, independent of the issuer/scheme, and be in possession of a category II licence issued in erms of the Investment Services Act), which shall have various responsibilities, amongst which the responsibility of preparing the applicant for authorisation for admissibility to listing and for dealing with the Listing Authority on all matters arising in connection with the application.
A formal application for authorisation for admissibility to listing, in accordance with the application form provided by the MFSA, is to be lodged with the Listing Authority at least five (5) business days prior to the date of hearing of the application by the Listing Committee of the Listing Authority.
The application form is to be:
- Duly completed and signed by a duly authorized representative of the scheme and the sponsor; and
- Signed by a duly authorised officer for and on behalf of the scheme and, if appropriate, the management company, in the case of any other form of Collective Investment Scheme
Furthermore, the formal application shall be accompanied by the following documents:
One copy of the Prospectus (the requirements in relation to which are further elaborated below) marked in the margin to indicate where the relevant requirements of the Listing Rules have been met; and
Any other document or information which the Listing Authority may require.
Each application is assessed on its own merits and, on the basis of the relevant circumstances, and the MFSA may modify or request additional authorisation requirements as it deems necessary.
The MFSA shall notify the applicant of its decision to accept or refuse an application for admissibility to listing:
Within forty (40) days beginning with the date on which the application is received; or
If within that period the Listing Authority has required the applicant to provide further information in connection with the application, before the end of the period of forty days beginning with the date on which that information is provided.
Every Prospectus which is submitted to the Listing Authority by or on behalf of the CIS in support of an application for authorisation for Admissibility to Listing, apart from satisfying the general requirements applicable in relation to Prospectuses, must on pain of nulltity, contain the following statements:
A statement that application has been made to a Recognised Investment Exchange for admission to listing, of the units issued or to be issued by the scheme;
Any additional information as may be required by the Listing Authority;
The name of the Recognised Investment Exchange on which the primary listing is or is to be;
Particulars of any other Recognised Investment Exchange on which any of the units are listed or dealt in or where listing or permission to deal is being sought or an appropriate negative statement; and
Particulars of any exchange where the scheme had previously sought a listing but had been refused and the reasons for such a refusal.
A scheme shall also include in its Prospectus any holdings of its units registered in the name of any one of its Directors, his/her spouse or minor children or of any person connected with the Director.
The Prospectus shall be accompanied by a letter signed by every Director of the scheme confirming that the Prospectus includes all such information within their knowledge (or which it would be reasonable for them to obtain) that investors and their professional advisers would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Scheme and of the rights attaching to the units to which the Prospectus relates.
Every Prospectus and Supplements thereto, which may be required by the MFSA, are to contain on the front cover of the Document a prominent and legible disclaimer stating that: “The Listing Authority accepts no responsibility for the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.”
Application for Admission to the Malta Stock Exchange
Concurrently with the application for admissibility to the MFSA, an application form for admission to any of the Exchange’s recognised lists must be submitted to the Malta Stock Exchange. The Board of the Exchange must approve or reject the application within five (5) working days from receipt of confirmation of admissibility from the MFSA. This is an independent process, the outcome of which is not necessarily identical to the admissibility granted by the MFSA.
MFSA Admission Fees
Every application for admissibility to listing must be accompanied by an initial (processing) non-refundable fee of €1,165. A 50% reduction will apply if the CIS has a primary listing on an overseas exchange).
MSE Admission Fees
An annual admission fee of € 1,160 (for the scheme) will be paid immediately upon admission, one year in advance and subsequently shall be paid within one month of the anniversary of admission.
In the case of an umbrella scheme with sub-funds, in addition to the above-mentioned annual admission fee for the scheme there shall also be paid in the following manner:
On the first five (5) sub-funds – € 1,160 per sub–fund;
On the 6th to the 10th sub-funds – € 930 per sub-fund;
On the 11th to the 15th sub-funds – € 695 per sub-fund;
Thereafter – € 465 per sub-fund.
We can assist you in all matters relating to the licensing of the CIS, as well as the listing thereof. Contact one of our officers for more information about the listing of Collective Investment Schemes in Malta. Simply fill in the contact box below or contact us by email on email@example.com or by calling at +356 2338 1500
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