         INSIDER DEALING AND MARKET ABUSE OFFENCES     [ CAP. 375.    1
CHAPTER 375
INSIDER DEALING AND MARKET ABUSE 
OFFENCES ACT
Amended by:
XVII. 2002.194.
To regulate insider dealing and market abuse offences.
23rd September, 1994
ACT XXI of 1994 as amended by Acts XXV of 1995, XVII of 2002 and IV
of 2003.
Short title.
Amended by:
XVII. 2002.195.
1. The short title of this Act is the Insider Dealing and Market
Abuse Offences Act.
Interpretation.
Amended by: 
XXV. 1995.434;
XVII. 2002.196.
2. (1) In this Act, unless the context otherwise requires -
"advertised securities", in relation to a particular occurrence,
means quoted securities or securities in respect of which, not more
than six months before that occurrence, information indicating the
prices at which persons have dealt or were willing to deal in those
securities has been published for the purpose of facilitating deals in
those securities;
"company" means any company, statutory body or other entity
which issues securities;
"counsel or procure", includes entice, encourage, advise, induce
or recommend, and their grammatical derivatives shall be
construed accordingly;
Cap. 386.
"debenture" has the same meaning in relation to companies not
incorporated under the Companies Act as it has in relation to
companies so incorporated;
"investment exchange" means an organisation maintaining a
system whereby an offer to deal in securities made by a subscriber
to the organisation is communicated, without his identity being
revealed, to other subscribers to the organisation, and whereby any
acceptance of that offer by any of those other subscribers is
recorded and confirmed;
"jobber" means an individual, partnership or company dealing in
securities on a recognised stock exchange and recognised by the
Council of the stock exchange as carrying on the business of a
jobber;
"market maker" means a person (whether an individual,
partnership or company) who -
( a ) holds himself out at all normal times in compliance
with the rules of a recognised stock exchange as
wishing to buy and sell securities at prices specified by
him; and
( b ) is recognised as doing so by that recognised stock
exchange;
"Minister" means the Minister responsible for finance;
  2      CAP. 375. ]       INSIDER DEALING AND MARKET ABUSE OFFENCES
Cap. 370.
Cap. 345.
"off market dealer" means a person who deals as principal or
agent by virtue of a licence granted under article 3 of the
Investment Services Act, and not as a stockbroker within the
meaning of the Financial Markets Act;
"public employee" means -
( a ) a public officer;
( b ) a member, officer or employee of the Central Bank of
Malta, a recognised  stock exchange under the
Financial Markets Act and the Malta Financial
Services Authority;
( c ) any person declared by an order for the time being in
force to be a public employee for the purposes of this
Act;
"quoted securities", in relation to a company, means any
securities of the company quoted on a recognised stock exchange;
Cap. 345.
"recognised stock exchange" means a recognised  stock exchange
under the Financial Markets Act and any other investment
exchange recognised as such in terms of the Financial Markets Act;
"related company", in relation to a company, means any body
corporate which is that company’s subsidiary or holding company,
or a subsidiary of that company’s holding company;
"securities" means any shares, debt securities, securities
equivalent to shares and debt securities, and includes contracts to
subscribe for, acquire or dispose of securities as well as futures
contracts, options, financial futures and index contracts in respect
of securities;
Cap. 386.
"share" has the same meaning in relation to companies not
incorporated under the Companies Act as it has in relation to
companies so incorporated;
"takeover offer for a company" means an offer made to all the
holders (or to all the holders other than the person making the offer
and his nominees) of the shares in the company to acquire those
shares or a specified proportion of them, or to all the holders (or to
all the holders other than the person making the offer and his
nominees) of a particular class of those shares to acquire the shares
of that class or a specified proportion of them.
(2) For the purposes of this Act, an individual shall be deemed
to be connected with a company if, but only if - 
( a ) he is a director or shareholder of that company or a
related company; or
( b ) he occupies a position as an officer (other than a
director) or employee of that company or a related
company or a position involving a professional or
business relationship between himself (or his employer
or a company of which he is a director) and the first
company or a related company which in either case
may reasonably be expected to give him access to
information which, in relation to securities of either
         INSIDER DEALING AND MARKET ABUSE OFFENCES     [ CAP. 375.    3
company, is unpublished price sensitive information.
 (3) Any reference in this Act to unpublished price sensitive
information in relation to any securities of a company is a reference
to information of a precise or specific nature, which has not been
made public, relating to companies that have issued securities or to
the securities themselves, and which, if it were made public, would
be likely to have a significant or material effect on the price or
value of the securities in question.
(4) For the purposes of this Act, a person shall be deemed to
deal in securities if (directly or indirectly and whether as principal
or agent) he buys or sells or agrees to buy or sell any securities; and
references to dealing in securities on a recognised stock exchange
include dealing in securities through an investment exchange.
(5) ( a ) For the purposes of this Act a person who (whether as
principal or agent) buys or sells or agrees to buy or sell
investments, as the term is defined in paragraph ( b ),
where the purpose or pretended purpose mentioned in
that paragraph is to secure a profit or avoid a loss
wholly or partly by reference to fluctuations in the
value or price of securities, shall be treated as if he
were dealing in the underlying securities.
( b ) For the purposes of paragraph   ( a ) "investments" shall
mean rights under a contract for differences or under
any other contract the purpose or pretended purpose of
which is to secure a profit or avoid a loss by reference
to fluctuations in the value or price of property of any
description or in an index or other factor designated
for that purpose in the contract.
(6) An off market dealer shall be deemed - 
( a ) to deal in advertised securities, if he deals in such
securities or acts as an intermediary in connection with
deals made by other persons in such securities
(references to such a dealer’s officer, employee or
agent dealing in such securities are to be construed
accordingly); and
( b ) to make a market in any securities, if in the course of
his business as an off market dealer he holds himself
out both to prospective buyers and to prospective
sellers of those securities (other than particular buyers
or sellers) as willing to deal in them otherwise than on
a recognised stock exchange.
(7) For the purposes of article 6, an individual shall be deemed
to deal through an off market dealer if the latter is a party to the
transaction, is an agent for either party to the transaction or is
acting as an intermediary in connection with the transaction.
Cap. 386.
(8) Save where the context otherwise requires, words and
expressions used in this Act shall have the same meaning and the
same interpretation as the meanings and interpretations given to
those words and expressions in the Companies Act.
  4      CAP. 375. ]       INSIDER DEALING AND MARKET ABUSE OFFENCES
(9) In this Act and in any regulations made thereunder, if there
is any conflict between the English and Maltese texts, the English
text shall prevail.
Prohibition of 
stock exchange 
deals by insiders, 
etc.
3. (1) Subject to the provisions of article 5, an individual who
is, or at any time has been, knowingly connected with a company
shall not deal on a recognised stock exchange in securities of that
company if he has information which -
( a ) he holds by virtue of being connected with the
company; and
( b ) he knows is unpublished price sensitive information in
relation to those securities.
 (2) Subject to the provisions of article 5, an individual who is,
or at any time has been, knowingly connected with a company shall
not deal on a recognised stock exchange in securities of any other
company if he has information which -
( a ) he holds by virtue of being connected with the first
company;
( b ) he knows is unpublished price sensitive information in
relation to those securities of that other company; and
( c ) relates to any transaction (actual or contemplated)
involving both the first company and that other
company, or involving one of them and securities of
the other, or to the fact that any such transaction is no
longer contemplated.
(3) The provisions of subarticle (4) shall apply where -
( a ) an individual has information which he knowingly
obtained or received, directly or indirectly, from
another individual who is connected with a particular
company or was at any time so connected, and
( b ) the former individual knows or has reasonable cause to
believe that the latter held the information by virtue of
being so connected.
 (4) Subject to the provisions of article 5, in the cases
contemplated in subarticle (3), the former individual shall not
himself deal -
( a ) on a recognised stock exchange in securities of that
company if he knows that the information is
unpublished price sensitive information in relation to
those securities; and
( b ) on a recognised stock exchange in securities of any
other company if he knows that the information is
unpublished price sensitive information in relation to
those securities and it relates to any transaction (actual
or contemplated) involving the first company and the
other company, or involving one of them and
securities of the other, or to the fact that any such
transaction is no longer contemplated.
         INSIDER DEALING AND MARKET ABUSE OFFENCES     [ CAP. 375.    5
(5) Subject to the provisions of article 5, where an individual is
contemplating, or has contemplated, making (whether with or
without another person) a take-over offer for a company in a
particular capacity, that individual shall not deal on a recognised
stock exchange in securities of that company in another capacity if
he knows that information that the offer is contemplated, or is no
longer contemplated, is unpublished price sensitive information in
relation to those securities.
 (6) Subject to the provisions of article 5, where an individual
has knowingly obtained or received, directly or indirectly, from an
individual to whom the provisions of subarticle (5) apply,
information that the offer referred to in that subarticle is being
contemplated, or is no longer contemplated, the former individual
shall not himself deal on a recognised stock exchange in securities
of that company if he knows that the information is unpublished
price sensitive information in relation to those securities.
(7) Subject to the provisions of article 5, an individual who is
for the time being prohibited by any provision of this article from
dealing on a recognised stock exchange in any securities shall not
counsel or procure any other person to deal in those securities,
knowing or having reasonable cause to believe that that person
would deal in them on a recognised stock exchange.
(8) Subject to the provisions of article 5, an individual who is
for the time being prohibited, according to the provisions of this
article, from dealing on a recognised stock exchange in any
securities by reason of his having any information, shall not
communicate that information to any other person if he knows or
has reasonable cause to believe that that or some other person will
make use of the information for the purpose of dealing, or of
counselling or procuring any other person to deal, on a recognised
stock exchange in those securities.
Abuse of 
information 
obtained in an 
official capacity.
4. (1) The provisions of this article shall apply to any
information which -
( a ) is held by a public employee or former public
employee by virtue of his position or former position
as a public employee or is knowingly obtained or
received by an individual, directly or indirectly, from a
public employee or former public employee who he
knows or has reasonable cause to believe held the
information by virtue of any such position; and
( b ) the individual holding it knows is unpublished price
sensitive information in relation to securities of a
particular company, in this article referred to as the
"relevant securities".
 (2) The provisions of this article shall apply to a public
employee or former public employee holding information to which
this article applies and to any individual who knowingly obtained
or received any such information, directly or indirectly, from a
public employee or former public employee who that individual
knows or has reasonable cause to believe held the information by
  6      CAP. 375. ]       INSIDER DEALING AND MARKET ABUSE OFFENCES
virtue of his position or former position as a public employee.
(3) Subject to the provisions of article 5, an individual to whom
the provisions of this article apply - 
( a ) shall not deal on a recognised stock exchange in any
relevant securities;
( b ) shall not counsel or procure any other person to deal in
any such securities, knowing or having reasonable
cause to believe that that other person would deal in
them on a recognised stock exchange; and
( c ) shall not communicate to any other person the
information held or, as the case may be, obtained or
received by him as mentioned in subarticle (2) if he
knows or has reasonable cause to believe that that or
some other person will make use of the information for
the purpose of dealing, or of counselling or procuring
any other person to deal, on a recognised stock
exchange in any such securities.
Measures taken by 
the Central Bank.
Substituted by:
XVII. 2002.197.
 5. Nothing in this Act shall be deemed to prohibit officers or
employees of the Central Bank of Malta, acting in such capacity,
from carrying out any transaction or from taking any measures in
pursuance of monetary, exchange rate or public-debt management
policies.
Off market deals in 
advertised 
securities.
6. Subject to the provision of article 8, the provisions of
articles 3, 4 and 5 of this Act shall apply in relation to -
( a ) dealing otherwise than on a recognised stock exchange
in the advertised securities of any company - 
(i) through an off market dealer who is making a
market in those securities, in the knowledge that
he is an off market dealer, that he is making a
market in those securities and that the securities
are advertised securities; or
(ii) as an off market dealer who is making a market
in those securities  or  as an officer, employee or
agent of such a dealer acting in the course of the
dealer’s business;
( b ) counselling or procuring a person to deal in advertised
securities in the knowledge or with reasonable cause to
believe that he would deal in them as mentioned in
paragraph ( a );
( c ) communicating any information in the knowledge or
with reasonable cause to believe that it would be used
for such dealing or for such counselling or procuring,
as they apply in relation to dealing in securities on a
recognised stock exchange and to counselling or
procuring or communicating any information in
connection with such dealing.
         INSIDER DEALING AND MARKET ABUSE OFFENCES     [ CAP. 375.    7
Restriction on 
promoting off 
market deals 
abroad.
Amended by:
IV. 2003.183.
 7. (1) An individual who, by reason of his having
information, is for the time being prohibited by any of the
provisions of articles 3 or 4 of this Act from dealing in any
securities shall not -
( a ) counsel or procure any other person to deal in those
securities in the knowledge or with reasonable cause to
believe that that person would deal in the securities
outside Malta on any stock exchange other than a
recognised stock exchange; or
( b ) communicate that information to any other person in
the knowledge or with reasonable cause to believe that
that or some other person will make use of the
information for the purpose of dealing, or of
counselling  or  procuring any other person to deal, in
the securities outside Malta on any stock exchange
other than a recognised stock exchange.
(2) The provisions of subarticle (1) shall not prohibit an
individual, by reason of his having any information, from acting as
mentioned in article 5.
 (3) An individual shall not, by reason only of having
information relating to a particular transaction, be prohibited by
any provision of this article from doing anything if he does that
thing in order to facilitate the completion or carrying out of the
transaction.
Price stabilisation.
an individual from doing anything for the purposes of stabilising
the price of securities if it is done in accordance with rules
prescribed by the Minister pursuant to this Act:
Provided that the burden of proving that this article applies
shall lie on the person charged with an offence under this Act.
Mandatories.
Amended by:
IV. 2003.184.
9. (1) Where a mandatory or, where a mandatory is a body
corporate, an individual acting on behalf of that mandatory who,
apart from the provisions of article 5 or, as the case may be, of
article 7(2), would be prohibited by any of the provisions of articles
3 to 7, both inclusive, from dealing, or counselling or procuring any
other person to deal, in any securities deals in those securities or
counsels or procures any other person to deal in them, he shall be
presumed to have acted with propriety if he acted on the advice of a
person who - 
( a ) appeared to him to be an appropriate person from
whom to seek such advice, and
( b ) did not appear to him to be prohibited by the
provisions of articles 3, 4, 6 or 7 from dealing in those
securities.
 (2) For the purposes of subarticle (1) the term "with propriety"
shall mean otherwise than with a view to the making of a profit or
the avoidance of a loss (whether for himself or another person) by
the use of the information in question.
  8      CAP. 375. ]       INSIDER DEALING AND MARKET ABUSE OFFENCES
Market abuse 
offences.
Added by:
XVII. 2002.198.
9A. No person shall -
( a ) disseminate false, exaggerated or misleading
information, spread false rumours, or put into effect
simulated or artificial operations or transactions which
are intended, or which may or are likely to:
(i) influence the supply, demand or price of
security;
(ii) create a false or misleading impression or
appearance of an active market or of active
dealing in a security, for the purpose of
artificially simulating or inducing the purchase
or sale of such security by others; or
( b ) otherwise manipulate the securities market by the
employment of artificial devices, fictitious transaction
or other deceptive or manipulative conduct.
Punishment for 
offences.
Amended by:
XVII. 2002.199.
10. (1) An individual who contravenes the provisions of
articles 3, 4, 6, 7 or 9A shall be guilty of an offence and shall be
liable, on conviction, to a fine ( multa ) not exceeding two hundred
and fifty thousand liri (Lm250,000) or to imprisonment for a term
not exceeding seven years or to both such fine and imprisonment.
 (2) Proceedings for an offence under this article shall not be
instituted except with the consent of the Attorney General.
(3) No transaction shall be deemed to be void or voidable by
reason only that it was entered into in contravention of the
provisions of articles 3, 4, 6, 7 or 9A.
(4) Where under any of the provisions of this Act, a person is
prohibited from carrying out any act, he shall be prohibited from
doing any such act directly or indirectly, and whether personally or
through the use or intermediation of another person.
Coordination with 
other authorities.
Added by:
XVII. 2002.200.
Cap. 345.
10A.  For the purpose of securing compliance with this Act, and
for preventing, investigating or detecting activities which amount
or are likely to amount to insider dealing or market abuse under
Maltese or foreign law, the Malta Financial Services Authority
shall coordinate its efforts and exchange information and otherwise
collaborate with the Listing Authority within the meaning of the
Financial Markets Act, with the Registrar of Companies and with
other local or foreign supervisory, enforcement or judicial
authorities whose functions include the detection, prevention or
prosecution of insider dealing or market abuse offences:
  Provided that any person or body receiving any information
thus exchanged -
( a ) shall be subject to the rules governing professional
secrecy in relation to such information; and
( b ) shall only use the information received for the exercise
of their respective functions at law and in the context
of judicial or administrative proceedings specifically
relating to the exercise of those functions:
Provided further that information exchanged by a
         INSIDER DEALING AND MARKET ABUSE OFFENCES     [ CAP. 375.    9
competent authority in Malta to a foreign authority by virtue of this
article may, with the express consent of the said competent
authority, be used for other purposes or forwarded to other
competent authorities in that country.
Power to make 
regulations.
Amended by:
XVII. 2002.201.
 11. (1) If it appears to the Minister that the members, officers
or employees of, or persons otherwise connected with, any body
appearing to him to exercise public functions may have access to
unpublished price sensitive information relating to securities, he
may by order declare that those persons are to be deemed to be
public employees for the purposes of this Act.
(2) The Minister may by order declare that an investment
exchange in or outside Malta be deemed to be a recognised stock
exchange for the purposes of this Act.
Cap. 370.
(3) The Minister, acting on the advice of the Governor of the
Central Bank of Malta and of the competent authority under the
Investment Services Act, may make rules  or  regulations for the
purposes of prescribing the price stabilisation operations permitted
by this Act, and may prescribe such regulations for particular
categories of securities or dealers and may prescribe different
regulations for different categories of securities  or  dealers.
