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ARTICLE · 26 SEPTEMBER 2025

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

GTG Legal
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Since its founding in 1997, GTG has been at the forefront of Malta’s legal profession, blending...

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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...

MaltaFinance and Banking
Neil Gauci
Neil Gauci

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 20th of December 2023 and entered into force on 9 January 2024. Member States shall adopt and publish implementing measures by the 10th of January 2026, except for Article 3 (amending the Transparency Directive) where the deadline is

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