The European Securities and Markets Authority (ESMA) has just issued a public statement to promote coordinated action by National Competent Authorities (NCAs), including the Malta Financial Services Authority (MFSA) regarding issuers' obligations to publish periodic information for reporting periods ending on 31 December 2019 or after in the context of the COVID-19 outbreak.
Under normal circumstances, issuers whose securities are admitted to trading on a regulated market are required to publish an annual financial report at the latest 4 months after the end of each financial year in accordance with article 4(1) of the Transparency Directive (as well as Listing Rule 5.56). This means that issuers with a financial year ending on 31 December 2019, are required to publish their annual reports on 30 April 2020 at the latest. The annual financial report must include audited financial statements. Similarly, issuers of shares or debt securities are also required to publish a half-yearly financial report, covering the first 6 months of the financial year at the latest within 3 months from the end of the 6-month period in accordance with article 5(1) of the Transparency Directive, but within 2 months from the end of the 6-month period in terms of Listing Rule 5.85.
In its statement, ESMA highlighted that while issuers are still expected to prepare their financial reports and publish them within the time frames reported above, it appreciates that the COVID-19 situation may hinder issuers in meeting these deadlines.
ESMA therefore informed NCAs (including the MFSA) that during this specific period it expects them not to prioritise supervisory actions against issuers in respect of the upcoming deadlines set out in the Transparency Directive (and the Listing Rules) regarding:
(1) annual financial reports referring to a year-end occurring
on or after 31 December 2019 but before 1 April 2020 for a period
of two months following the TD deadline; and
(2) half-yearly financial reports referring to a reporting period
ending on or after 31 December 2019 but before 1 April 2020 for a
period of one month following the TD deadline.
This being said, ESMA advised issuers which anticipate that publication of their financial reports will be delayed beyond the deadlines referred to above, to inform the MFSA and the market of the delay, as well as the reasons for such delay and to the extent possible the estimated publication date.
ESMA also reiterated Issuer's obligations to disclose any inside information created as a result of COVID-19 as soon as possible.
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