Chetcuti Cauchi Advocates | View firm profile
While
larger enterprises often steal the limelight, small and medium-sized
enterprises (SMEs), very often being family businesses, make up the very
backbone of most economies, with SMEs constituting the vast majority of
companies within the EU. In Malta, 99.9% of Maltese companies are classified as
SMEs, with 4.8% classified as small to medium enterprises and 95.1% classified
as micro organisations.
Despite
making up such a considerable part of our economic and employment growth, SMEs
still struggle to find opportunities for investment. Such lack of finance
options, needed to expand a company’s operations and generate more jobs, has resulted
in SMEs becoming more dependent on banks, family finance and retained earnings.
In fact the more traditional types of financing sources that have been on
average by SMEs during their life cycle include internal equity finance,
represented by owner-manager personal savings; venture capital; external
equity, including business angels; debt financing; trade credit and bank
funding. In today’s economic environment such dependence on the above has
limited SMEs’ economic multiplier effect.
Recognising
the crucial role that capital markets could play in this regard, and the
problems faced by SMEs in listing on traditional main lists, the Malta Stock
Exchange (MSE) has created a new product that facilitates access to risk
capital for SMEs. Prospects is a new capital market that is in
line with the MSE’s commitment to open up new opportunities, create economies
of scale and afford businesses more competitiveness and sustainability. Prospects is fully compliant with the Markets in Financial
Instruments Directive (MiFID).
In
essence, the product paves the way for SME’s to access finance of between €1
and €5 million. While before SMEs could and did access capital markets through
the MSE Main Market and the MSE Alternative Companies List, still such
companies have many times stalled this process due to the fear of losing
ownership and control, relatively high regulatory costs and inexperience with
capital markets. Prospects has sought to address all this. It
has provided a more accessible and easy alternative. Not only has it created a
more flexible and cost-effective market, but it bestowed on the company the
benefit of the MSE brand based on a robust process for admission. Whilst
soundly regulated, companies can access Prospects through a relatively simple process that will
require the company to adhere to a predetermined business plan and the
appropriate corporate structure and compliance procedures.
In
order to satisfy a number of eligibility requirements, enterprises considering Prospects need to appoint a corporate advisor, draft and
present a business plan, be an incorporated company with a minimum share
capital of €46,588, have a Memorandum and Articles of Association aligned with Prospects
rules and issue equity or bonds up to a maximum of €5 million.
In
order to better guide SMEs throughout the process, the role of a Corporate
Advisor was introduced. Corporate Advisor need to ensure that the company
maintains good levels of corporate governance and transparency, thus building
up investors’ confidence in any Prospect listed company. Following the Initial Public Offer
(IPO) stage, the Corporate Advisor is also retained. This ensures that strong
due diligence and corporate governance processes are maintained, hence safeguarding
investor protection and promoting transparency.
Besides
access to alternative capital (through equity or bonds), Prospects grants applicants a number of additional benefits
including increased corporate brand awareness, good quality corporate
governance, long term succession planning and potential eventual migration to
an MSE regulated market listing. In the case of a bond issue, it is very
likely that companies would secure capital at a more competitive coupon rate
than in traditional finance scenarios. Other benefits include no requirements
for collateral, no financial history and no minimum float percentages being
imposed.
Even
though Prospects is a Maltese market, yet overseas
companies seeking a cash injection can also avail themselves of this platform.
Malta vaunts a well-qualified, English speaking workforce; a sound banking
system and a high quality ICT infrastructure. All this, coupled to this new,
easy and fast-track finance platform, increase the reputation of the country as
a leading global financial services provider, that can now offer high
quality credit solutions to local and foreign small and medium sized companies.
Co-founding partner, Maria is the
partner in charge of the Corporate law & Regulated Business Units of the
Firm.
On a day to day basis, Maria’s team
advises an array of clients on regulatory issues, compliance matters,
commercial and finance transactions and corporate governance issues in general.
Maria has vast experience of start-ups, corporate restructurings, takeovers,
mergers, privatisations, and equity and debt financing structures. Maria’s team
regularly handholds banks and financial services companies on the procedure to
set up in Malta, the compliance and regulatory aspects of their business
including client intake and due diligence, ongoing compliance procedures,
reporting and general regulatory observance matters.
Maria’s pet subject centres around
the application of traditional notions of Intellectual Property and Financial Services Law to the online world, as well as the conversion of
brick and mortar notions to cyberspace. These mostly include projects with a
fusion of technology law and investment/finance law, such as payment gateways,
gaming operations, e-money institutions and ICT online operators.
For additional information about SMEs in Malta,
we kindly invite you to read the following:
'Prospects' – a New Product providing access to Malta
Finance for SMEs