On 4 December 2024, the Malta Financial Services Authority (“MFSA”) issued a circular addressing certain amendments to the Prevention of Financial Markets Abuse Rules, triggered by certain amendments to the Market Abuse Regulation (“MAR”). This circular is directed at all market participants who fall within scope of MAR.
The amendments mainly relate to the thresholds applicable to notifications by persons discharging managerial responsibilities (PDMRs) and persons closely associated with them (PCAs). Article 19 of MAR outlines certain requirements applicable to PDMRs and PCAs on their share dealings, including notification of their dealings to the relevant listed entity and the competent authority. In Malta, the latter notification is submitted through the MFSA’s online PDMR form.
Prior to these amendments, such PDMR notifications would be triggered once the relevant person reached a threshold of €5,000 in a calendar year. Certain amendments to MAR have now raised the threshold from €5,000 to €20,000, but have introduced discretion for competent authorities to revise this threshold to either €50,000 or €10,000, depending on national market conditions. The MFSA has exercised this discretion and opted for the €10,000 threshold
The amendments to the Authority’s Prevention of Financial Markets Abuse Rules are specifically reflected in Section 3 of Title 3. The new rule, R3-3.3, states that Paragraph 1 of Article 19 of MAR shall apply to any subsequent transaction once a total amount of €10,000 has been reached within a calendar year. This rule is effective from 4 December 2024 and does not affect any reporting obligations that were applicable before this date.
The above-mentioned amendments are part of a wider set of amendments to MAR, the Prospectus Regulation and the Markets in Financial Instruments Regulation as part of the EU Listing Act Package published in the Official Journal of the EU on 14 November 2024. For a summary of the salient amendments to the said regulations, please refer to the MFSA’s Circular published on 9 December 2024 on the subject.
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