FORM A
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(To be typed under the letter-head
of the Sponsor arranging for the application to be submitted)
To: THE GENERAL MANAGER
MALTA STOCK EXCHANGE
Date ...:.................................
Dear Sir
Re: .........................................................................................................(Name
of the Collective Investment Scheme which is the subject of the
listing application)
We have been instructed to
seek an Advance Booking for the submission of an application for
Primary/Secondary Listing and for permission to deal in the units/shares
of the above Scheme.
The Scheme is duly licensed by the MFSC pursuant to Section 6 of the Investment Services Act, 1994 with Licence No. ....................
(Note : If the
Scheme is not yet licensed by the MFSC, please state when the
application was made).
Particulars of the proposed
listing are :-
1. Name of the Collective
Investment Scheme :
.......................................................................................................................................................
2. Place and date of incorporation/governing
law and (where applicable) date of original trust deed:
.......................................................................................................................................................
3. If the Scheme is applying for a Secondary Listing, the name of the stock exchange (or stock exchanges if the Scheme is already listed on more than one exchange) where the securities for which the application is being made are already listed, and date of listing :
(Note: If the Scheme
has an application for a listing of any of its units pending before
any other stock exchange, details should also be provided).
.......................................................................................................................................................
4. Brief description of investment
policy and objectives :
.......................................................................................................................................................
.......................................................................................................................................................
5. Names of Scheme Directors,
Trustee, Custodian, Management Company, Investment Adviser, Malta
Representative and any other parties involved in the management
or promotion of the Scheme.
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
6. Type of security for which
listing is sought :
.......................................................................................................................................................
7. Estimated size of initial
offer (where the Scheme is newly-formed) :
.......................................................................................................................................................
8. Net Asset Value and profit
after tax since incorporation/formation or, if shorter, for the
three (3) preceding years :
Net Asset Value as
at Year Ended Profit
Year: .......... ......................................................
...............................................
Year: .......... ......................................................
...............................................
Year: .......... ......................................................
...............................................
9. Proposed timetable for
listing (please specify dates) (Note 1) :
(a) First draft of Listing
Document available for Malta Stock Exchange :
...............................................................................................................
(b) Proposed date for commencement
of dealing :
...............................................................................................................
10. We hereby enclose cheque
numbered.................... drawn on .......................................................
(Bank) for Lm...................
in respect of the applicable listing fee.
Declaration
We have satisfied ourselves
that .........................................................................
fulfills all the relevant basic conditions as laid out under Bye-law
9.09 and that it is suitable for listing on the Malta Stock Exchange.
We hereby confirm that the
MFSC has been duly authorised by the Scheme to disclose to the
Malta Stock Exchange all information and documentation supplied
by the Scheme to the MFSC in connection with the licensing of
the Scheme in terms of Section 6 of the Investment Services Act,
1994.
We declare that we shall keep
the Malta Stock Exchange continuously informed of any developments
which may be pertinent to this application.
Yours faithfully
..........................................................
Name:
for and on behalf of
(Sponsor's Name)
Notes to Form A
Note 1 : All
applicants should note that :
(1) this Advance Booking Form
must be submitted not less than twenty (20) clear days prior to
the date on which the Listing Document is to be bulk printed;
(2) the applicant is not guaranteed
an exclusive timetable. In other words, the applicant's timetable
may coincide with or overlap another applicant's timetable;
(3) applicants will normally
only be permitted to delay their timetable as the result of circumstances
which were not anticipated at the time of submission of the Advance
Booking Application Form, on a maximum of three (3) occasions
and, if such delays are made before the submission of a draft
Listing Document, for a maximum of twelve (12) months on each
occasion. After the draft Listing Document has been submitted
to the Malta Stock Exchange the three (3) delays must not exceed
six (6) months , in total;
(4) the submission of an Advance
Booking Form shall be deemed to confer authority upon the Malta
Stock Exchange to notify to :-
(a) any other applicant whose
proposed timetable coincides or overlaps with that proposed by
the applicants, the estimated size of the applicant's issue and
the current date on which it is proposed that the applicant lists
will close; and
(b) the MFSC, the details
of the application, and any other information related thereto.
Note 2 : If
insufficient space is provided for completion of any paragraph,
additional information may be entered on a separate sheet of paper,
duly signed and attached.
Note 3 : In
order to maintain an orderly new issues market, the Malta Stock
Exchange reserves the right to postpone an Advance Booking if
there are too many existing reservations in the relevant period.
FORM B
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(To be typed under the letter-head
of the Collective Investment Scheme applying for listing)
This Form, suitably adapted
for an issuer which is not a company, must be lodged, duly completed,
at least FIFTEEN (15) CLEAR BUSINESS DAYS prior to the
hearing of the application by the Malta Stock Exchange.
To: THE GENERAL MANAGER
MALTA STOCK EXCHANGE
Date ..................................
Dear Sir
1. We (....................................................................
hereby apply) (are instructed by .................................................................................to
lodge an application) for the primary/secondary listing of and
for permission to deal in the securities referred to in Paragraph
3 below, subject to the Listing Rules of the Malta Stock Exchange.
2. (...........................................................................)
is a Collective Investment Scheme which was licensed by the MFSC
pursuant to Section 6 of the Investment Services Act, 1994 on
............................ with Licence No. .............................
3. Application is now being
made in respect of ................ (number of) units.
4. The securities for which
application is now being made :-
(a) are identical* in all
respects/are divided into the following classes :
...........................................................................................................................................
...........................................................................................................................................
(* See Note 1.)
(b) are not listed or dealt
in on another stock exchange/are listed or dealt in on the following
stock exchanges :
...........................................................................................................................................
...........................................................................................................................................
...........................................................................................................................................
(c) have been in the previous
six (6) months, are or will be the subject of an application for
listing on the following stock exchanges :
...........................................................................................................................................
...........................................................................................................................................
5. The following are particulars
of the qualifications and experience of the Directors of the Management
Company and of the Investment Adviser and who are/will be responsible
for investment management and investment advisory services in
relation to the Scheme's portfolio.
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
.......................................................................................................................................................
6. We declare that :
(a) the Collective Investment
Scheme has been licensed by the MFSC pursuant to Section 6 of
the Investment Services Act, 1994 and that such licence is currently
in force and that we know of no reasons why such licence may be
withdrawn;
(b) that the Scheme complies
and will comply in all material respects with the Regulations
in respect of Collective Investment Schemes as issued from time
to time by the MFSC;
(c) all information required
to be included in the listing document/explanatory memorandum
by virtue of the abovementioned Regulations, the Listing Rules,
the Companies Act, the Malta Stock Exchange Act, 1990 as well
as its Bye-laws and any other applicable legislation has been
included therein or, if the final version has not yet been submitted
(or reviewed) will be included therein before it is so submitted;
and
(d) there are no other facts
bearing on the Scheme's application for listing and permission
to deal in such securities which, in our opinion, should be disclosed
to the Malta Stock Exchange.
7. We undertake to comply
with the provisions of the MFSC and with the Malta Stock Exchange
Bye-laws in force from time to time.
Yours faithfully
(See Note 2)
Signed .................................. Signed .................................
Name: Name:
for and on behalf of for and on behalf of
(Trustee, Management Company, (Sponsor's Name)
Scheme, Custodian)
Notes
to Form B
Note 1 : "Identical"
in this context means that they carry the same rights as to unrestricted
transfer, attendance and voting at meetings and rank pari passu
in all respects.
Note 2 : In
the case of a Unit Trust, this Form must normally be signed by
the Sponsor, the Management Company and the Trustee. In the case
of other Schemes, the Form must normally be signed by the Sponsor,
the Management Company, the Scheme itself, and the Custodian.
FORM C
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(To be typed under the letter-head
of the Malta Stock Exchange)
Type of Security : Units
in a Collective Investment Scheme
The following is the text
of the Listing Agreement denoted in bold type, each paragraph
being followed (where appropriate) by notes denoted in italics
on its interpretation and application.
This Agreement is entered
into between ................................................................................................
...................................................................................................................................................................
.......................................................................
(the "Covenantors") and THE MALTA STOCK EXCHANGE (the
"Exchange") whereby the Covenantors undertake to the
Exchange to perform the covenants set out hereunder fully and
in good faith (each such covenant to be read and construed in
accordance with and subject to the related notes from time to
time appearing in the Bye-laws of the Exchange).
1. In this Agreement, unless
the context otherwise requires, terms used shall have the same
meaning as in the Malta Stock Exchange Bye-laws.
2. The Covenantors hereby
severally covenant that they will each procure that they, and
..............................................................................................("the
Scheme"),
(a) will comply in full
with the MFSC Regulations insofar as it applies to such parties
and to the Scheme. The Covenantors shall inform the Malta Stock
Exchange immediately of the details of any waiver of any provision
of the MFSC Regulations which is sought or obtained from the MFSC,
and the Covenantors undertake that they will not take any action
(or refrain from taking any action) on the basis of such waiver
until they have so informed the Malta Stock Exchange; and
(b) will comply with the
Malta Stock Exchange Bye-laws in force from time to time.
3. The Scheme shall inform
the Malta Stock Exchange immediately of :
(a) any changes in the
control of the Scheme and/or management company;
(b) any proposed changes
in the general character or nature of the Scheme;
(c) any intention to renew,
vary or terminate the Scheme; and
(d) any other information
necessary to enable the unitholders to appraise the position of
the Scheme and to avoid the establishment of a false market in
the units.
3.1 Reference in this Agreement
to informing the Malta Stock Exchange means delivery of the relevant
information to the Malta Stock Exchange in the manner determined
by the Malta Stock Exchange.
4. The Scheme shall forward
to the Malta Stock Exchange two (2) copies of the Scheme's Report
and Accounts at the same time as they are dispatched to unit or
shareholders. In the case of an umbrella fund, the Report and
Accounts shall provide information in respect of each of its sub-funds.
5. The Covenantors shall
procure that no Listing Document shall be issued offering for
sale or subscription units in the Scheme until the Malta Stock
Exchange has confirmed that it has no further comments thereon.
6. The Covenantors shall
procure that the investment policy of the Scheme as stated in
any Listing Document offering units in the Scheme will be adhered
to for at least three (3) years from the date of such Listing
Document.
Review of Documents
7. The Scheme shall :-
(a) submit to the Malta
Stock Exchange copies of drafts for review before they are issued,
of any announcements or advertisements relating to the issue of
new or further units, or any announcements or advertisements the
subject matter of which may involve a change in or relate to or
affect arrangements regarding trading in its listed units (including
a suspension of dealings); and
(b) not to issue any of
such documents until the Malta Stock Exchange and the MFSC have
confirmed to the Issuer that they have no further comments thereon.
7.1 Two (2) copies of each
document are required, which should be submitted in sufficient
time for review, and if necessary, re-submission prior to final
printing.
7.2 Every announcement
or advertisement which has been reviewed by the Malta Stock Exchange
in accordance with the provisions of Paragraph 8(a) must contain
on the front cover or on the top of the announcement or advertisement
a prominent and legible disclaimer statement as follows :_
"The Malta
Stock Exchange takes no responsibility for the contents of this
advertisement/announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this advertisement/announcement.
Forwarding of documents,
circulars, etc.
8. The Scheme shall forward
to the Malta Stock Exchange :-
(a) two (2) copies of circulars,
notices, and other documents at the same time as they are sent
to holders of listed units in the Scheme; and
(b) two (2) certified copies
of all resolutions passed by holders of listed units in the Scheme
not later than fifteen (15) days after they are passed.
Outstanding Units
9. The Scheme shall inform
the Malta Stock Exchange on request of the number of units outstanding
in bearer or registered form.
Response to Enquiries
10. The Covenantors shall
respond promptly to any enquiry made of them by the Malta Stock
Exchange concerning unusual movements in the price or trading
volume of the Scheme's listed units or on any other matter by
giving such relevant information as is available to them, or if
appropriate, by issuing a statement to the effect that they are
not aware of any matter or development that is, or may be, related
to the unusual price movement or trading volume of the Scheme's
listed units and shall also respond promptly to any other inquiry
made of them by the Malta Stock Exchange.
Variation
11. (a) The Malta
Stock Exchange shall be entitled to require the publication of
further information by, and impose additional requirements on,
the Covenantors where it considers that circumstances so justify,
but will allow representations by them before imposing any such
requirements on it which are not otherwise imposed on listed Schemes
generally.
(b) The Malta
Stock Exchange shall be entitled, and will so notify the MFSC,
to revise the terms of this Agreement and the related notes generally,
and the Covenantors agree that they will comply with any such
revision and will, if so required, enter into a new Listing Agreement
in the revised form by way of confirmation.
Law
12. This Agreement is governed
by and shall be construed in accordance with the laws of Malta
and the Covenantors hereby undertake to submit unto the jurisdiction
of the Courts of Malta.
IN WITNESS WHEREOF the
parties hereto have hereunto set their hands this day .......19............
......................................................
for and on behalf of
( )
as authorised thereto by resolutions
of the boards of directors
dated ...........................................
......................................................
for and behalf of the
Malta Stock Exchange
Note: In the case of a
Unit Trust, the Covenantors must normally be the Management Company
and the Trustee. In the case of other Schemes, the Covenantors
must normally be the Management Company, the Company itself and
the Custodian.