MFSA's ESAP And Takeover Bid Changes Redefine Compliance For Issuers

Capital Markets Rules

The Malta Financial Services Authority ("MFSA") has issued a circular announcing targeted amendments to Chapters 5 and 11 of the Capital Markets Rules ("CMRs"). Two developments stand out:

1. the transposition of Article 3 of the European Single Access Point ("ESAP") package; and
2. a refinement of the definition of a "Takeover Bid".

For issuers with securities admitted to trading on a regulated market, and for potential Offerors seeking a controlling interest within an Offeree Company, the operational and transactional implications are real.

ESAP is the EU's push to make regulated information easier to find and use. The Directive (EU) 2023/2864 and Regulation (EU) 2023/2859 were published on the 20^th of December 2023 and entered into force on 9 January 2024. Member States shall adopt and publish implementing measures by the 10^th of January 2026, except for Article 3 (amending the Transparency Directive) where the deadline is earlier, this year. ESMA is mandated to have the single access point operational by 10 July 2027. Against that backdrop, the MFSA's circular transposes, in part, Article 3 into Chapter 5 of the CMRs.

In practice, the new provisions will require, from the 10^th of July 2026, that when regulated information is disclosed under the Transparency Directive, the issuer, or the person who has applied for admission to trading on a regulated market without the issuer's consent, shall submit that information at the same time to the Malta Stock Exchange Plc for the purpose of making it accessible on ESAP. Submissions will have to be in a data-extractable format or, where Union or national law requires, machine-readable; and each disclosure must be accompanied by specific metadata:

1. all the names of the issuer;
2. the issuer's LEI;
3. the issuer's size category;
4. the issuer's industry sector(s);
5. the type of information; and
6. an indication of whether the information contains personal data.

For clarity, issuers are required to obtain a Legal Entity Identifier for this purpose. Boards should be testing whether their disclosure workflows, document generation tools and governance controls can meet the simultaneity, format and metadata demands well ahead of the 2026 date.

On the public M&A side, CMR 11.3 is being amended to track the Takeover Bids Directive wording verbatim: a "Takeover Bid" means a public offer, other than by the offeree company itself, made to the holders of a company's securities to acquire all or some of those securities, whether mandatory or voluntary, which follows or has, as its objective, the acquisition of control of the offeree company.

The accompanying Guidance Note 1 is also being updated to spell out applicability: the provisions of Chapter 11 apply only insofar as the bid falls under a Mandatory Bid or a Voluntary Bid; bids that do not have the objective of acquiring control of the offeree company fall outside the scope of Chapter 11. This alignment reduces interpretive drift and should bring more predictability to deal planning.

For market participants, the message is pragmatic. The ESAP-driven changes raise the disclosure bar: time-sensitive, structured, and metadata-rich filings routed through the Malta Stock Exchange for ESAP access. Early investment in compliant document pipelines, LEI onboarding/maintenance, and cross-functional training will minimise scramble and sanction risk.

Meanwhile, the clarified takeover definition and guidance sharpen the boundary of Chapter 11: if a transaction follows or aims at acquiring control, expect the Chapter's procedural and disclosure regime to bite; if it doesn't, you're likely outside the rulebook.

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