Changes to the EWSM Listing Rules

The MFSA in its capacity as the Listing Authority of the EWSM has issued ‘Circular 02/12 to all Company Secretaries of listed entities and Stockbroking Firms’.  This circular is intended to draw the public’s attention to changes which have been made to the Listing Rules of the EWSM following the introduction of Directive 2010/73/EU.

Directive 2010/73/EU, of the 24th November 2010, makes amendments to both Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading (the ‘Prospectus Directive’) and Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.

1. Debt securities issued on a continuous basis by a credit institution for more than 12 months for a total consideration of less than €75 million (previously €50 million) fall outside the scope of the Prospectus Directive; 

2. Prospectus summaries must comply with new ‘key information’ standards, designed to better advise an investor of the nature and the risks of the securities on offer;

3. A summary of a prospectus is not required for non-equity securities having a denomination of at least €100,000 (previously €50,000);

4. The information and role of a Base Prospectus and the Final Terms is further defined;

5. Offers of securities guaranteed by a Member State may omit information on the guarantor;

6. An increase in threshold for an exemption in terms of the Transparency Directive from the requirement to publish annual accounts, half-yearly and interim management accounts, from €50,000 to €100,000;

7. The time when an issuer must produce a supplement to a prospectus and during which an investor may withdraw an offer are clarified;

8. The creation of a proportionate disclosure regime;

9. The validity of a prospectus is linked to the date of approval by the competent authority, rather than the date of its publication.