Notification of Foreign Direct Investment from Third Countries for Assessment by the National Foreign Direct Investment Screening Office

Notes to applicants

This notification form is to be filed where, inter alia:

there is an ultimate beneficial owner, whether existing or new, as defined in the Act;
the activity is one as described in the Schedule to the Act;
there is a foreign direct investment as defined in the Act.

Please see Guidelines on website for further information on the compilation of this form.

Where the conditions specified in (a) to (c) above subsist cumulatively, foreign investors and all persons involved in the foreign direct investment are obliged, PRIOR to carrying out the investment, to notify the Office in terms of Article 11 (1) of the NFDIS Act.

Applicants will be notified in writing, via email, on the outcome of their notification process.

Any additional information, annexes or documents relative to the investment, can be sent on applications@nfdismalta.com. Please make sure to include details of the company/ investor and the application number (i.e. MT0000) in the email.

Request for information from the investor

Name of the investor(s)

Name of the target undertaking

The entrepreneur to whom or the undertaking to which the capital is made available in order to carry on an economic activity in Malta

Information regarding the Investment

Description of the investment

Please explain how the change in ownership or control of the target company is executed and how the new assets will fit into the company structure of the investor

Approximate value of the investment (in €)

If the investment subject to this notification is part of a broader transaction, please disclose the total value and the investment provided to the undertaking(s) the territory of the Member State undertaking the screening separately.

Date when transaction is planned to be completed or has been completed

Either as a specific date/period or in function of the completion of ongoing authorisation processes

Funding of the investment and its source

If the investment subject to this notification is part of a broader transaction, please specify the funding of the investment into the companies established in the territory of the Member State undertaking the screening, as well as sources of funding for the transaction as a whole.

What is the investor’s business strategy behind this acquisition?

Please explain why the investor is interested in making the investment and the circumstances of the investment by the target

Does the investor appear financially able to ensure the continuity and proper operation of the target undertaking after the acquisition?

Does the investment enable or result in the investor’s effective participation in the management of the undertaking subject to screening?

Yes, please explain how

Participation of the direct investor and its global ultimate owner in the capital of the undertaking subject to screening before the transaction (if applicable) and as a result of the transaction
Please specify the votes conferred by the shares purchased as a percentage of the total number of votes, whether there are any specific voting rights arrangements, regime concerning effective participation in the management, etc.

Before

As a result of the transaction

If the ownership is less than 100%, please explain how the ownership shares translate to your control or participation in the effective management. Please describe the modalities of “joint” exercise of control or participation in the effective management.

Is the investment – in your assessment - likely to affect projects or programmes of Union interest?

Yes, please explain which project or programme and how it may be affected

Has the transaction been announced to the public? If available, please provide a link or attach the text of the announcement.

Yes

Link(s) to the source

Information concerning (A) the undertaking in which the investment is planned or has been completed (“target undertaking”) or (B) a greenfield investment

Guidelines

Please complete the table below with information about the beneficiarie(s) of the investment established in Malta and undertaking the screening procedure and, if applicable, the ultimate controlling entity (most relevant entity within the ownership structure).

In case the beneficiary is part of a larger corporate group not headquartered in Malta, please provide the information for the other legal entities of the same corporate group situated in other EU Member States, if available, in the column on the right side.

If the ownership structure of the target is complex, please provide details on the direct beneficiary, its ultimate owner and any significant intermediate entities to the extent available.

If available, please provide an organigram to explain the horizontal and vertical relationship between the companies referred and the overall structure of the company group before and after the transaction.

Please indicate, whether the investment concerns a greenfield investment

Yes

International greenfield investment typically involves the creation of a new company or establishment or facilities abroad, whereas an international merger or acquisition amounts to transferring the ownership of existing assets to an owner abroad.

Information regarding the Investor

Guidelines

Please complete the table below with information about the direct investor and, if applicable, the ultimate controlling entity (most relevant entity within the ownership structure). If the ownership structure is complex, please provide details on the direct acquirer, and where available, the ultimate owner and any significant intermediate entities. If available, please provide an organigram to explain the horizontal and vertical relationship between the companies referred.

In case the investment is made by multiple investors, please provide the information above for each investor separately by multiplying the table hereunder. If available, please provide an organigram to explain the horizontal and vertical relationship between the companies referred.

In case the investor is part of a larger corporate group, please provide the information on “annual turnover of the investor” and “total number of employees” for the entire corporate group as well, if available.

Role of the company in the transaction

Name

Address 1

Address 2

City

Zip Code

Country

Nationality of UBO

Country under whose laws the company is duly constituted or otherwise organised

If the entity is a natural person, please indicate the nationality/ies of this natural person.

Company’s national registration number

Date of incorporation

Branch of industry/economic activities carried out

Please provide a brief description of the activities being carried out and include the relevant NACE sub-category to the greatest possible granularity (4-digits).

Please explain the products, services and business operations of the company.

If available, please explain if the investment is likely to result in a significant change in the profile or main activities of the investor.

Please include the relevant NACE code of investor

Please provide information about the main competitors (national, European, global)*

EU Member States in which the company conducts substantive business operations (e.g. through subsidiaries or branches and please provide the name(s) of those undertaking(s)

EU Country

Name of company

Annual turnover (in €, over last fiscal year)

Please indicate if fiscal year does not correspond to calendar year.

Total number of employees

Is the company subject to EU financial restrictive measures (sanctions)?

Yes

The consolidated list of persons, groups and entities subject to EU financial sanctions can be downloaded from Financial Sanctions Database - FSF platform accessible via the following address: https://webgate.ec.europa.eu/europeaid/fsd/fsf. In order to access this platform you need to have an "EU Login" account. For further background on ownership and control in the context of EU sanction, please consult the EU Best Practices for the effective implementation of restrictive measures and Commission Opinion of 19.6.2020 on Article 2 of Council Regulation (EU) No 269/2014. Please note that additional sectorial sanctions (not included in the FSF platform) could apply to the proposed transaction. Please visit www.sanctionsmap.eu for a full list of EU sanctions.

Is the company subject to restrictive measures by third countries?*

Yes

Possible source of information for U.S sanctions: https://sanctionssearch.ofac.treas.gov/

Listings on stock exchanges

Exchange

Country

Trading code, Ticker or Stock symbol

Website of the company

Ownership structure of the investor, including information on its ultimate owner(s) and participation in the capital (cf. Article 9(2)(a))

If available, the information can also be presented in the form of a chart

Is/was the investment undergoing screening subject to assessment, authorisation, monitoring or other scrutiny pursuant to EU or national rules?

Is (or will) the transaction (be) subject to merger review under the EC Merger Regulation

Yes
Please refer to the database of Merger Cases: https://ec.europa.eu/competition/elojade/isef/index.cfm?clear=1&policy_area_id=2

Yes

Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings

Is the investment subject to another assessment, authorisation or monitoring in Malta, in another Member State or in a third country (e.g. domestic competition control, prudential supervision, sectoral authorisation or certification)?

Yes, please specify type of scrutiny and country undertaking the scrutiny

Any additional information that may be relevant for a proper assessment of the foreign direct investment by the Office

Declarations

I declare that I have obtained the express and irrevocable approval of the foreign investors for the submission of this notification form, and that I have duly explained to them the purport and consequences of this notification process.

In processing this notification form, I acknowledge and accept that the Office may request further information and documentation.

In submitting this notification form, I confirm to have read the applicable legislation and any guidelines relative thereto, and declare that, after having exerted my best endeavours to verify the correctness of the data provided to me, the information which is being hereby submitted is, to the best of my knowledge, complete and correct.

In submitting this notification form, I declare and confirm that the data subjects have been duly informed that any personal data included in this form is as required by the prevalent Data Protection laws and regulations.

In submitting this notification form, I consent to any further checks that may be carried out by the National Foreign Direct Investment Screening Office or its appointees in verifying the information made in this form, and that any incorrect and/or incomplete information may lead to administrative penalties and/or other procedures.

In submitting this notification form, I declare that the foreign investor or other parties involved in the foreign direct investment, recognize that the investment shall not be carried out prior to obtaining the necessary clearance from the Office.

In submitting this notification form, I declare that the Director/s of the company and Advisory Firm/ Agent hereby agree to the contents of this notification form.

In submitting this notification form, I confirm to have understood the data processing activity pursuant to articles 6 and 7 of Regulation (EU) 2019/452, in particular, the exchange of information provided herein, with the European Commission and other Member States for the purpose of the cooperation mechanism, and give my full consent to the processing of the data which I have and may be asked to submit for all effects and purposes at law.

Name of Company Director

E-mail address of Company Directory

Name of Advisory Firm / Agent

E-mail address of Advisory Firm / Agent

Company(-ies) subject to the screening procedure

Other legal entities of the same corporate group situated in other EU Member States (if applicable)

Role of the company in the transaction

Does this company carry on an economic activity Malta?

Art. 2.1: ‘foreign direct investment’ means an investment of any kind by a foreign investor aiming to establish or to maintain lasting and direct links between the foreign investor and the entrepreneur to whom or the undertaking to which the capital is made available in order to carry on an economic activity in a Member State, including investments which enable effective participation in the management or control of a company carrying out an economic activity.

Company’s national registration number

Intra-community VAT number

Branch of industry/economic activities carried out

Please provide a brief description of the activities being carried out and include the relevant NACE sub-category to the greatest possible granularity (4-digits).

Please explain the products, services and business operations of the company before the transaction

Please explain the products, services and business operations of the company after the transaction is completed

This is applicable to FDI resulting in a change of operations in the target undertaking

Are - to your knowledge - substitute products available on the market?

Please provide information about the main competitors (national, European, global)*

Does the company own any patents or other intellectual property rights relevant for a security or public order analysis?*

Please list them if available.

EU Member States in which the company conducts substantive business operations (e.g. through subsidiaries, branches and please provide the name(s) of those undertaking(s)

Annual turnover (in €, over last fiscal year)

Please indicate if fiscal year does not correspond to calendar year.

Total number of employees

Is the company subject to EU financial restrictive measures (sanctions)?

The consolidated list of persons, groups and entities subject to EU financial sanctions can be downloaded from Financial Sanctions Database - FSF platform accessible via the following address: https://webgate.ec.europa.eu/europeaid/fsd/fsf . In order to access this platform you need to have an "EU Login" account. For further background on ownership and control in the context of EU sanction, please consult the EU Best Practices for the effective implementation of restrictive measures and Commission Opinion of 19.6.2020 on Article 2 of Council Regulation (EU) No 269/2014. Please note that additional sectorial sanctions (not included in the FSF platform) could apply to the proposed transaction. Please visit www.sanctionsmap.eu for a full list of EU sanctions.

Is the company subject to restrictive measures by third countries?

Possible source of information for U.S sanctions: https://sanctionssearch.ofac.treas.gov/

Has the company received funding from projects or programmes of Union interest or participates directly or indirectly in the implementation of such projects or programmes?

Yes, please specify amount and relevant EU project or programme

The Financial Transparency System (FTS) (https://ec.europa.eu/budget/fts/index_en.htm) allows to search the beneficiaries of funding from the EU budget implemented directly the Commission (at Headquarters or in EU delegations to non-EU countries) and other EU bodies such as executive agencies ('direct management'), and beneficiaries of the European Development Fund. Please note that the FTS does not provide information on funding from the EU budget implemented by both the Commission and Member States ('shared management'), or implemented indirectly by other international organisations or non-EU countries ('indirect management').

Does the target undertaking maintain business relations with a project or programme of Union interest?

Yes, please specify the project, the relevant EU programme and the type of business relation

Yes, please specify the project, the relevant EU programme and the type of business relation:

e.g. does the undertaking supply goods, technology, etc. to the project or programme?

Listings on stock exchanges

Exchange

Exchange (Other legal entity)

Country

Trading code

Country

Trading code

Website of the target company/-ies

Ownership structure of the company – information on the ultimate owner and participation in the capital before the notified transaction

If available, the information can also be presented in the form of a chart

Country where the new undertaking is headquartered

Company’s national registration number

Intra-community VAT number

Date of incorporation

Field can be left empty if investment is not yet registered.

Branch of industry/economic activities carried out

Please provide a brief description of the activities being carried out and include the relevant NACE sub-category to the greatest possible granularity (4-digits).

Please explain the products, services and business operations of the company after the transaction is completed

Please provide information about the main competitors (national, European, global)*

Estimated total number of employees

Website of the target company/-ies

Ownership structure of the new undertaking – information on the ultimate owner and participation in the capital after the notified transaction

If available, the information can also be presented in the form of a chart

Notification Form

Notification of Foreign Direct Investment from Third Countries for Assessment by the National Foreign Direct Investment Screening Office

Notes to applicants

Request for information from the investor

Information regarding the Investment

Information concerning (A) the undertaking in which the investment is planned or has been completed (“target undertaking”) or (B) a greenfield investment

Guidelines

Information regarding the Investor

Guidelines

EU Member States in which the company conducts substantive business operations (e.g. through subsidiaries or branches and please provide the name(s) of those undertaking(s)

Is the company subject to EU financial restrictive measures (sanctions)?

Is the company subject to restrictive measures by third countries?*

Listings on stock exchanges

Exchange

Is/was the investment undergoing screening subject to assessment, authorisation, monitoring or other scrutiny pursuant to EU or national rules?

Is (or will) the transaction (be) subject to merger review under the EC Merger Regulation

Is the investment subject to another assessment, authorisation or monitoring in Malta, in another Member State or in a third country (e.g. domestic competition control, prudential supervision, sectoral authorisation or certification)?

Declarations

Company(-ies) subject to the screening procedure

Other legal entities of the same corporate group situated in other EU Member States (if applicable)

Listings on stock exchanges

Exchange

Exchange (Other legal entity)

Copyright © National FDI Screening Office – Malta

Notification Form

Notification of Foreign Direct Investment from Third Countries for Assessment by the National Foreign Direct Investment Screening Office

Notes to applicants

Request for information from the investor

Information regarding the Investment

Information concerning (A) the undertaking in which the investment is planned or has been completed (“target undertaking”) or (B) a greenfield investment

Guidelines

Information regarding the Investor

Guidelines

EU Member States in which the company conducts substantive business operations (e.g. through subsidiaries or branches and please provide the name(s) of those undertaking(s)

Is the company subject to EU financial restrictive measures (sanctions)?

Is the company subject to restrictive measures by third countries?*

Listings on stock exchanges

Exchange

Is/was the investment undergoing screening subject to assessment, authorisation, monitoring or other scrutiny pursuant to EU or national rules?

Is (or will) the transaction (be) subject to merger review under the EC Merger Regulation

Is the investment subject to another assessment, authorisation or monitoring in Malta, in another Member State or in a third country (e.g. domestic competition control, prudential supervision, sectoral authorisation or certification)?

Declarations

Great!

Ooops!

Company(-ies) subject to the screening procedure

Other legal entities of the same corporate group situated in other EU Member States (if applicable)

Listings on stock exchanges

Exchange

Exchange (Other legal entity)

Copyright © National FDI Screening Office – Malta