The prospectus is composed of a detailed table of contents, summary note, registration document and securities note, and must include the information contained in the requisite building blocks set out in the applicable regulation. Broadly speaking, a prospectus must contain all information which, according to the particular nature of the issuer and of the securities being considered for admissibility to listing, is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer and of any guarantor and of the rights attaching to such securities.
The issuer must publish a prospectus in line with the provisions of EU regulations on the format and presentation of prospectuses, specifically the following:
- Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in a prospectus and dissemination of advertisements, as amended by Commission Delegated Regulation (EU) No. 486/2012 of 30 March 2012 amending Regulation (EC) No. 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements;
- Commission Delegated Regulation (EU) No. 862/2012 of 4 June 2012 amending Regulation (EC) No. 809/2004 as regards information on the consent to use of the prospectus, information on underlying indexes and the requirement for a report prepared by independent accountants or auditors;
- Commission Delegated Regulation (EU) No. 759/2013 of 30 April 2013 amending Regulation (EC) No. 809/2004 as regards the disclosure requirements for convertible and exchangeable debt securities;
- Commission Delegated Regulation (EU) No. 382/2014 of 7 March 2014 amending Regulation (EC) No. 809/2004 as regards regulatory technical standards for publication of supplements to the prospectus; and
- Commission Delegated Regulation (EU) No. 2016/301 of 30 November 2015 amending Regulation (EC) No. 809/2004 as regards regulatory technical standards for publication of the prospectus and dissemination of advertisements.
In addition to the above, as from the 21 July 2019, the provisions of the Prospectus Regulation (Regulation (EU) 2017/2019 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC), must be complied with. Insofar as the form of the prospectus is concerned, the Prospectus Regulation shortens the summary of the prospectus (to a maximum of seven pages). Moreover, risk factors in a prospectus will now need to be categorised according to their nature and presented in order of ‘materiality’ (based on the probability of occurrence and magnitude of effect). The issuer, offeror or the person asking for admission to trading on a regulated market may disclose its assessment of materiality of the risk factors using a qualitative scale of low, medium or high.
With respect to securities admitted to Prospects, where IPOs made under the Prospects Rules do not exceed €5 million, or have fewer than 150 investors from any single jurisdiction, a company admission document in the prescribed form must be approved by the MSE and made available to investors. IPOs with a value greater than €5 million (or which would exceed €5 million within 12 consecutive months with respect to the same issue), or with 150 investors or more, or that otherwise fall within the definition of ‘offer of securities to the public’ in terms of article 2 of the Companies Act (Chapter 386, Laws of Malta) will fall under the requirements of the above-mentioned regulations (as amended) and will, therefore, require a fully-fledged prospectus.
Back to top