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L.S. 345.29 Regolamenti dwar Financial Markets Act (Green Bonds)

FINANCIAL MARKETS ACT (GREEN BONDS) [ S.L. 345.29 1 SUBSIDIARY LEGISLATION 345.29 FINANCIAL MARKETS ACT (GREEN BONDS) REGULATIONS 14th March, 2025 LEGAL NOTICE 55 of 2025. 1.

(1)The title of these regulations is the Financial Markets Act (Green Bonds) Regulations. Citation and scope.
(2)The scope of these regulations is to transpose Articles 44, 45, 49, 50, 51 and 52 of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds, and they shall be interpreted and applied accordingly.
(3)In the event of any conflict between any of the provisions of these regulations and the provisions of the Green Bonds Regulation, the provisions of the Green Bonds Regulation shall prevail. 2. requires:
(1)In these regulations, unless the context otherwise "Act" means the Financial Markets Act; "competent authority" means the Malta Financial Services Authority established by the Malta Financial Services Authority Act; "Green Bonds Regulation" means Regulation (EU) 2023/ 2631 of the European Parliament and of the Council of 22 November 2023 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds as may be amended from time to time, and includes any implementing measures that have been or may be issued thereunder; "issuer" shall have the same meaning as assigned to it in paragraph
(1)of Article 2 of the Green Bonds Regulation; "originator" shall have the same meaning as assigned to it in paragraph
(19)of Article 2 of the Green Bonds Regulation;
(2)(
  1. a)Words and expressions used in these regulations which are defined in Article 2 of the Green Bonds Regulation shall have the same meaning assigned to them in the Green Bonds Regulation; and (
  2. b)words and expressions used in the Act which are not Interpretation. Cap. 345.  Cap. 330. 2 [ S.L. 345.29 FINANCIAL MARKETS ACT (GREEN BONDS) defined herein or in Article 2 of the Green Bonds Regulation shall have the same meaning as in the Act. Competent authority. 3.
(1)The competent authority shall be the designated competent authority in Malta for the purposes of implementing the relevant provisions of the Green Bonds Regulation and to supervise issuers and originators in accordance with Article 44 of the Green Bonds Regulation. Any reference in these regulations to the competent authority shall be read and construed accordingly.
(2)Without prejudice to any other function conferred to it by the Act or any other law, the competent authority shall have all the supervisory and investigatory powers that are necessary to fulfil its functions and duties prescribed by these regulations and, or the Green Bonds Regulation, and in particular, it shall supervise the following: (
  1. a)issuers of European Green Bonds as regards compliance with their obligations under Articles 10 to 15a and Articles 18 and 19 of the Green Bond Regulations; (
  2. b)issuers that use the common templates provided for in Article 21 of the Green Bonds Regulation as regards compliance with those templates; and (
  3. c)the compliance of originators with their obligations under Articles 10 to 15a and Articles 18 and 19 of the Green Bonds Regulation.
(3)The competent authority shall not supervise issuers of European Green Bonds that are covered by Article 1
(2), paragraphs (b) and (d), of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. Powers of the competent authority. 4.
(1)Without prejudice to any other power conferred upon it by the Act, these regulations, the Green Bonds Regulation or any other applicable law, the competent authority shall have the following powers: (
  1. a)to require issuers to publish the European Green Bond factsheets referred to in Article 10 of the Green Bonds Regulation or to include in those factsheets the information referred to in Annex I of the Green Bonds Regulation; (
  2. b)to require issuers to publish reviews and assessments; (
  3. c)to require issuers to publish annual allocation reports or include in annual allocation reports the information FINANCIAL MARKETS ACT (GREEN BONDS) [ S.L. 345.29 referred to in Annex II of the Green Bonds Regulation; (
  4. d)to require issuers to publish an impact report or include in the impact report the information referred to in Annex III of the Green Bonds Regulation; (
  5. e)to require issuers to notify the competent authority of the publication in accordance with Article 15
(4)of the Green Bonds Regulation; (
  1. f)where issuers use the common templates provided for in Article 21 of the Green Bonds Regulation, to require those issuers to include the elements referred to therein in their periodic post-issuance disclosures; (
  2. g)to require auditors and the senior management of the issuer to provide relevant information and documents; (
  3. h)to suspend an offer or admission to trading on a regulated market of European Green Bonds for a maximum of ten
(10)consecutive working days on any single occasion where there are reasonable grounds for suspecting that the issuer has failed to comply with an obligation pursuant to Articles 10 to 15a, or Articles 18 or 19 of the Green Bonds Regulation; (
  1. i)to prohibit an offer or admission to trading on a regulated market of European Green Bonds where there are reasonable grounds for suspecting that the issuer continues to fail to comply with an obligation pursuant to Articles 10 to 15a, or Articles 18 or 19 of the Green Bonds Regulation; (
  2. j)to suspend advertisements for a maximum of ten
(10)consecutive working days, or require issuers of European Green Bonds or financial intermediaries concerned to suspend advertisements for a maximum of ten
(10)consecutive working days on any single occasion where there are reasonable grounds for suspecting that the issuer has failed to comply with an obligation pursuant to Articles 10 to 15a, or Articles 18 or 19 of the Green Bonds Regulation; (
  1. k)to prohibit advertisements, or require issuers of European Green Bonds or financial intermediaries concerned to cease advertisements where there are reasonable grounds for suspecting that the issuer continues to fail to comply with an obligation pursuant to Articles 10 to 15a, or Articles 18 or 19 of the Green Bonds Regulation; (
  2. l)to make public the fact that an issuer of European Green Bonds fails to comply with the Green Bonds Regulation, 3 4 [ S.L. 345.29 FINANCIAL MARKETS ACT (GREEN BONDS) and to require that issuer to publish that information on its website; (
  3. m)to prohibit an issuer from issuing European Green Bonds for a period not exceeding one
(1)year in the event that an issuer has repeatedly and severely infringed Articles 10 to 15a, or Articles 18 or 19 of the Green Bonds Regulation; (n) following a three
(3)month period after the requirement referred to in paragraph (l), to make public the fact that the issuer of European Green Bonds no longer complies with Article 3 of the Green Bonds Regulation as regards the use of the designation "European Green Bond" or "EuGB", and to require such issuer to publish that information on its website; (o) to carry out on-site inspections or investigations at sites other than the private residences of natural persons, and for that purpose to enter premises in order to access documents and other data in any form, where a reasonable suspicion exists that documents and other data related to the subject matter of the inspection or investigation may be relevant to prove an infringement of the Green Bonds Regulation.
(2)Pursuant to these regulations and the Green Bonds Regulation, a person making information available to the competent authority shall not be considered to be infringing any restriction on the disclosure of information imposed by contract or by any legislative, regulatory or administrative provision, and shall not be subject to liability of any kind for making such information available to the competent authority. Administrative penalties and other administrative measures. 5.
(1)Without prejudice to any other power of the competent authority conferred to it under the Act, these regulations, the Green Bonds Regulation or any other applicable law, the competent authority shall, by notice in writing and without recourse to a court hearing, have the power to impose administrative penalties and take other appropriate administrative measures which shall be effective, proportionate and dissuasive. Such administrative penalties and other administrative measures shall be applied in any of the following circumstances: (a) infringements by issuers of their obligations under Articles 10 to 15a, or Articles 18, 19 or 21 of the Green Bonds Regulation; and (b) failure to cooperate or comply with an investigation, with an inspection or with a requirement under regulation 4
(1).
(2)Without prejudice to the powers of the competent FINANCIAL MARKETS ACT (GREEN BONDS) [ S.L. 345.29 authority under the Act, these regulations, the Green Bonds Regulation or any other law, the competent authority shall, in relation to the infringements referred to in sub-article
(1)(a), have the power to impose the following administrative penalties and other administrative measures: (a) a public statement indicating the natural or legal person responsible and the nature of the infringement in accordance with regulation 4
(1); (
  1. b)an order requiring the natural or legal person responsible to cease the conduct constituting the infringement; (
  2. c)an order prohibiting the natural or legal person responsible from issuing European Green Bonds for a period not exceeding one
(1)year; (
  1. d)maximum administrative penalties of at least twice the amount of the profits gained or losses avoided because of the infringement where those can be determined; (
  2. e)in the case of a legal person, maximum administrative fines of five hundred thousand euro (€500,000), or zero point five per cent (0.5%) of the total annual turnover of that legal person according to the most recent available financial statements approved by the management body: Provided that where the legal person is a parent undertaking or a subsidiary of a parent undertaking which is required to prepare consolidated financial statements in accordance with Directive 2013/34/EU, the relevant total annual turnover shall be the total annual turnover or the corresponding type of income in accordance with the applicable Union law in the field of accounting according to the most recent available consolidated accounts approved by the management body of the ultimate parent undertaking; (
  3. f)in the case of a natural person, a maximum administrative penalty of fifty thousand euro (€50,000).
(3)When determining the type and level of an administrative penalty or other administrative measures to be imposed under these regulations, the competent authority shall take into account all the relevant circumstances including, where appropriate: (
  1. a)the gravity and the duration of the infringement; (
  2. b)the degree of responsibility of the person responsible for the infringement; (
  3. c)the financial strength of the person responsible for 5 6 [ S.L. 345.29 FINANCIAL MARKETS ACT (GREEN BONDS) the infringement as indicated by the total turnover of the responsible legal person or the annual income and net assets of the responsible natural person; (
  4. d)investors; the impact of the infringement on the interests of (
  5. e)the importance of the profits gained or losses avoided by the person responsible for the infringement or the losses for third parties caused by the infringement, insofar as they can be determined; (
  6. f)the level of cooperation with the competent authority of the person responsible for the infringement, without prejudice to the need to ensure disgorgement of profits gained or losses avoided by such person; (
  7. g)previous infringements of these regulations or the Green Bonds Regulation by the person responsible for the infringement; and (
  8. h)any measures taken after the infringement by the person responsible for the infringement to prevent its repetition. Publication of decisions. 6.
(1)The competent authority shall publish any decision imposing an administrative penalty or other administrative measures which it shall take under these regulations on its official website, without undue delay, after the person on whom the penalty was imposed has been notified of such decision. The publication shall include information on the type and nature of the infringement and the identity of the persons responsible: Provided that the competent authority is not obliged to publish such information when the administrative measures imposed are of an investigatory nature: Provided further that where the competent authority publishes a decision imposing an administrative penalty or other administrative measures against which there is an appeal before the Financial Services Tribunal or the relevant judicial authorities, the competent authority shall immediately add on its official website that information and, at later stages, any subsequent related information on the outcome of such appeal: Provided further that any decision of the Financial Services Tribunal or other judicial decision annulling a decision of the competent authority imposing an administrative penalty or other administrative measures shall also be published.
(2)Where the competent authority, following a case-by-case FINANCIAL MARKETS ACT (GREEN BONDS) [ S.L. 345.29 assessment, considers that the publication of the identity of legal persons or of the identity and personal data of natural persons, as the case may be, would: (
  1. a)be disproportionate, including risks in relation to the protection of personal data; (
  2. b)jeopardise the stability of financial markets; or (
  3. c)jeopardise the pursuit of an ongoing investigation; the competent authority shall adopt one
(1)of the following solutions in respect of the decision imposing an administrative penalty or other administrative measures: (
  1. i)defer the publication of the decision until all the reasons for non-publication cease to exist; (
  2. ii)publish the decision on an anonymous basis where such anonymous publication ensures the effective protection of the personal data concerned; or (iii) refrain from publishing the decision, where the options referred to in sub-paragraphs (
  3. i)and (
  4. ii)are considered to be insufficient to ensure: that the stability of financial markets would not be put in jeopardy; or the proportionality of the publication of such a decision with regard to measures which are deemed to be of a minor nature.
(3)In the case of a decision to publish an administrative penalty or other administrative measures on an anonymous basis in terms of sub-paragraph (ii) of sub-regulation
(2), the publication of the relevant data may be postponed for a reasonable period where it is expected that within that period the reasons for anonymous publication will cease to exist.
(4)The competent authority shall ensure that any publication in accordance with this regulation shall remain on its official website for a period of at least five
(5)years after its publication: Provided that any personal data contained in the publication shall be limited to what is necessary for the purposes of the specific case and shall be kept on the official website of the competent authority only for the period which is necessary in accordance with the applicable data protection laws. 7 8 [ S.L. 345.29 Right of appeal.      Cap.
  1. FINANCIAL MARKETS ACT (GREEN BONDS)
  2. Subject to the provisions of the Act, these regulations and the Green Bonds Regulation, any person in respect of whom a decision is taken by the competent authority under the Act, these regulations or the Green Bonds Regulation, may appeal to the Financial Services Tribunal in accordance with article 21 of the Malta Financial Services Authority Act and the provisions of the said article shall apply mutatis mutandis.

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AI explanation based on the official legal text. Indicative, not a substitute for legal advice.