Investment Services Act (Cap. 370), article 10D

10D. (1) An investment firm established in Malta which is part of a third-country group having as part of the same group one or more credit institution or one or more other investment firm in Malta or in another Member State or in an EEA State, shall have a sin gle intermediate EU parent undertaking that is established in Malta or in another Member State or in an EEA State. (2) The competent authority may allow an investment firm referred to in sub-article (1) to have two intermediate EU pare nt undertakings where it determines t hat the establishment of a si ngle intermediate EU parent undertaking would: (a) be incompatible with a mandatory requirement for separation of activities imposed by the rules or the overse as regulatory authority of the third country where the ultimate parent undertaking of the third-country group has its head office; or (b) render resolvability less efficient than in the case of two intermediate EU parent undertakings according to an assessment carried out by the relevant resolution authority of the intermediate EU parent undertaking. Cap. 371. (3) An intermediate EU parent undertaking shall be a credit institution licensed in terms of article 7 of the Banking Act or authorised in accordance with Article 8 of the CRD , or a financial holding company or mixed financial holding company that has bee n 34 CAP. 370.] INVESTMENT SERVICES granted approval in accordance with article 11B of the Banking Act and, or Article 21a of the CRD: Provided that, where the third-country group referred to in sub-article (1) does not have a credit institution within the s ame group or where a second intermediate EU parent undertaking must be se t up in connection with investment activities to comply with a manda tory requirement as referred to in sub- article (2), the intermediate EU parent undertaking or the second intermediate EU parent underta king may be an investment f irm which holds an investment services li cence or an investment firm authorised in accordance with Article 5(1 ) of the MIFID , that is subject to the BRRD . (4) Sub-articles (1), (2) and (3) shall not apply where the tota l value of assets in the European Union of the third-country grou p is less than forty billion euro (€40,000,000,000). (5) For the purposes of this article, the total value of assets in the European Union of the third-country group shall be the sum of the following: (a) the total value of assets of each investment firm and credit institution in the European Union forming part of the third-country group, as resulting from its consolidated balance sheet or as resulting from their individual balance sheet, where their balance sheet is not consolidated ( b ) t h e t o t a l v a l u e o f a s s e t s o f e a c h b r a n c h o f t h e third-country group authorised in the European Union in accordance with the CRD, MIFID or MiFIR . (6) The competent authority shall notify the EBA with the following information in respect of each third-country group op erating in Malta: ( a ) t h e n a m e s a n d t h e t o t a l v a l u e o f a s s e t s o f t h e credit institutions and investment firms belonging to a third- country group; ( b ) t h e n a m e s a n d t h e t o t a l v a l u e o f a s s e t s corresponding to branches auth orised in Malta in accordance with the provisions of national law transposing the CRD, MIFID o r MiFIR , and the types of activities that they are licensed to carry out; (c) the name and the type as referred to in sub-article (3) of any intermediate EU parent undertaking set up in Malta and the name of the third-country group of which it is part. (7) An investment firm established in Malta forming part of a third-country group shall meet at least one of the following co nditions: INVESTMENT SERVICES [CAP. 370. 35 (a) it has an intermediate EU parent undertaking; (b) it is an intermediate EU parent undertaking; (c) it is the only investment firm in the European Union of the third-country group and the third-country group does not have any credit institutions in the European Union; or (d) it is part of a third-country group with a total value of assets in the European Union of less than forty billio n euro (€40,000,000,000). (8) By way of derogation from sub-article (1), where a third- country group operates through an investment firm established i n Malta and through one or more credit institutions or one or mor e other investment firms in the European Union and with a total value o f assets equal to or greater than forty billion euro (€40,000,000 ,000) on 27 June 2019, the investment firm established in Malta shall en sure that the intermediate EU parent undertaking referred to in sub- article (1) or the two intermediate EU parent undertakings referred to in sub- article (2), as the case may be, shall be established by 30 Dec ember 2023. (9) For the purposes of this article: (a) the term "branch" means a branch as defined in point (17) of Article 4(1) of the CRR; (b) the term "group" means a group as defined in point (138) of Article 4(1) of the CRR; (c) the term "investment firm" means an investment firm as defined in point ( 2) of Article 4(1) of the CRR; ( d ) t h e t e r m " p a r e n t u n d e r t a k i n g " m e a n s a p a r e n t undertaking as defined in point (15) of Article 4(1) of the CRR; (e) the term "resolution authority" means an authority designated by a Member State or an EEA State in accordance with Article 3 of the BRRD (f) the term "third-country group" means a group of which the parent undertaking is est ablished in a third country. Prospectus and investment advertisements. Substituted by: XVII. 2002.145. Amended by: XX. 2007.62; 11.(1)( a) No collective investment scheme, whether licensed or not, shall issue or cause to be issued a prospectus in or from within Malta unless the prospectus has been approved by the Co mpetent Authority. (b) No person, other than licence holders, may issue or cause to be issued an investment advertisement in or from within Malta unless its contents have been approved by a licence holder. 36 CAP. 370.] INVESTMENT SERVICES (2) The competent authority may, from time to time, issue such Conduct of Business Rules or directives to licence holders as i t may consider appropriate in order t o set minimum standards and requirements which are to be observed by licence holders when issuing or approving investment advertisements or issuing a prospectus in accordance with su b-article (1). Such Conduct of Business Rules or directives may also include provision for suc h exemptions or conditions as may be specified therein and may make different provision for different cases or classes of case s, under such terms and conditi ons as may be prescribed. (3) The competent authority may impose such conditions, limitations and restrictions on a licence holder with respect t o the issue or approval of investment advertisements, as it may consi der appropriate. REGULATORY AND INVESTIGATORY POWERS Minister’s power to make regulations. Amended by: XXV .1995.432; XVII. 2002.146; IV . 2003.175; XIII. 2004.79; XII. 2006.62; XX. 2007.64; L.N. 425 of 2007; XIX. 2010.53; X. 2011.26; XX. 2013.39; XXII. 2014.6; XXI. 2015.13; XXXI. 2017.51; LXXII.2021.13; XXXII.2024.42; XI.2025.22.