Welcome to the monthly capital markets update, a briefing from our capital markets practice area rounding up the month’s regulatory developments within the equity and debt capital markets and looking ahead to future developments.
Malta Update
UPDATE NUMBER 03/2025/01
On 25 March 2025 the MFSA issued a Circular entitled ‘Article 5 of Regulation (EU) 596/2014 (‘MAR’) – Template for Reporting Transactions Carried Out as Part of a Buy-Back Program’, addressed to issuers whose financial instruments are admitted to trading on a trading venue, or for which a request for admission to trading has been made.
This Circular should be read in conjunction with the Regulation, Commission Delegated Regulation (EU) 2016/1052 (the ‘Delegated Regulation’) and the Authority’s Circular dated 23 June 2022.
Issuers undertaking buy-back programmes may benefit from the ‘safe harbour’ under Article 5 of the MAR, which exempts them from the prohibitions on insider dealing and market manipulation under Articles 14 and 15.
To benefit from this exemption, issuers must comply with the conditions set out in Article 5 of MAR and the Delegated Regulation. These include:
- reporting all buy-back transactions (detailed and aggregated) to the MFSA of the most liquid market by no later than the seventh daily market session following the date of execution of the transaction;
- publicly disclosing and publishing transactions on the issuer’s website within the same timeframe, and keeping it available for at least 5 years; and
- having systems in place to record transactions and ensure timely reporting and disclosure.
In an effort to assist issuers in their reporting obligations when carrying out buy-back programs the MFSA has drawn up the template to this effect, in accordance with Article 5(3) of MAR.
As a way forward, issuers opting to carry out buy-backs are strongly encouraged to make use of the template, which should be submitted to the MFSA via email to pfma@mfsa.mt once duly completed.
European Union Update
UPDATE NUMBER 03/2025/02
The European Union’s Platform on Sustainable Finance (PSF) published its report titled “Building trust in transition: core elements for assessing corporate transition plans” (the “Report”).
The Report is part of the Platform’s core mandate to enhance the usability of the EU sustainable finance framework.
Overall, the Report builds on the Commission’s recommendation on transition finance and aims to support the wider ecosystem ahead of the required use of transition plans for entities covered under the Corporate Sustainability Due Diligence Directive, and their public disclosure (where material and available) under the Corporate Sustainability Reporting Directive.
The Report contains:
- advice for financial market participants on assessing transition plans; and
- recommendations to the Commission to help support the market and enhance the effectiveness of its policy framework.
It is important to note that the Report constitutes non-binding advice, and the Commission will ultimately decide on how to incorporate the provided policy recommendations.
