MALTA Law and Practice Contributed by: George Bugeja, Stuart Firman, Nicholas Curmi and Luke Hili, Ganado Advocates
circumstances) the shareholder should have learned of same, regardless of the date on which the acquisi- tion, disposal or possibility of exercising voting rights takes effect, or is otherwise informed about the event changing the breakdown of voting rights. A sharehold- er shall be deemed to have knowledge (ie, learned) of the acquisition or disposal, or of the possibility of exercising voting rights, no later than two trading days following the date of the transaction in question. Within three trading days of having received the notifi - cation, the issuer shall also make the notification avail - able to the public by means of a company announce- ment to this effect. More generally, all Maltese companies are obliged to submit a notification to the Malta Business Registry every time a change in the shareholding of a company occurs (without limitation). In addition, and subject to certain exclusions,the iden- tity of any natural person who holds, directly or indi- rectly, more than 25% of the ownership or control or dominant influence over a Maltese company will need to be disclosed (and any changes to such individual or to the extent or nature of their holding notified as The main hurdles to stakebuilding have already been addressed in 4.1 Principal Stakebuilding Strategies . It is technically possible to provide for additional reporting thresholds in a company’s articles of asso - ciation, although this is not expressly catered for in the Maltese Capital Markets Rules. This, however, cannot be to the exclusion of the statutory reporting thresholds described in 4.2 Material Shareholding Disclosure Threshold . 4.4 Dealings in Derivatives Dealings in derivatives are allowed in Malta subject to the disclosure obligations set out in 4.5 Filing/Report- ing Obligations . 4.5 Filing/Reporting Obligations The Maltese Capital Markets Rules provide that a noti - fication shall be made with respect to: and when such changes occur). 4.3 Hurdles to Stakebuilding
• financial instruments that, on maturity, give the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to its right to acquire, shares to which voting rights are attached, already issued, of an issuer whose shares are admitted to trading on a regulated mar- ket; or • financial instruments which are not included in the point above, but which are referenced to shares and which have an economic effect similar to the instruments referred to in the point above, whether or not they confer a right to physical settlement. Indeed, the Maltese Capital Markets Rules expressly clarify that the above-mentioned financial instruments constitute “qualifying financial instruments” (which include transferable securities and options, futures, swaps, forward rate agreements, contracts for differ - ence, any other contracts or agreements with similar economic effects which may be settled physically or in cash) which are to be considered when calculating the relevant disclosure thresholds as described in 4.2 Material Shareholding Disclosure Threshold . 4.6 Transparency In disclosing major holdings in accordance with the Transparency Directive, the acquirer need not make known to the public the underlying purpose of the acquisition. In the context of a takeover offer, however, an offeror will need to provide (as part of the offer document) information with respect to its intentions for the future business of the target company. A major holdings disclosure pursuant to the Transpar- ency Directive (as transposed in the Maltese Capital Markets Rules) shall comprise the following elements: • the resulting position in terms of voting rights; • the chain of undertakings through which voting rights and/or financial instruments are effectively held, if applicable; • the date on which the threshold was reached or crossed; • the identity of the person entitled to exercise voting rights; and • for instruments with an exercise period – (i) an indication of the date or time period where shares can or will be acquired, if applicable, (ii) the date of
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