Restricted Investor

A certified restricted investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:

RESTRICTED INVESTOR STATEMENT

I make this statement so that I can receive promotional communications relating to non-readily realisable securities as a restricted investor. I declare that I qualify as a restricted investor because:

• In the twelve months preceding the date below, I have not invested more than 10% of my net assets in non-readily realisable securities; and
• I undertake that in the twelve months following the date below, I will not invest more than 10% of my net assets in non-readily realisable securities.

Net assets for these purposes do not include:

• The property which is my primary residence or any money raised through a loan secured on that property;
• Any rights of mine under a qualifying contract of insurance; or
• Any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be entitled.

Self-Certified Sophisticated Investor

A self-certified sophisticated investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:

SELF-CERTIFIED SOPHISTICATED INVESTOR STATEMENT

I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-mainstream pooled investments. I understand that this means:

• I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-mainstream pooled investments.
• The investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested.

I am a self-certified sophisticated investor because at least one of the following applies:

• I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below.
• I have made more than one investment in an unlisted company in the two years prior to the date below.
• I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises.
• I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million

Certified High Net Worth Investor

A certified high net worth investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:

HIGH NET WORTH INVESTOR STATEMENT

I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-mainstream pooled investments. The exemption relates to certified high net worth investors and I declare that I qualify as such because at least one of the following applies to me:

• I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more.
• I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:
  • The property which is my primary residence or any money raised through a loan secured on that property.
  • Any rights of mine under a qualifying contract of insurance.
  • Any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled.

1. (1) an entity required to be authorised or regulated to operate in the financial markets. The following list includes all authorised entities carrying out the characteristic activities of the entities mentioned, whether authorised by an EEA State or a third country and whether or not authorised by reference to a directive:
2. (A) a credit institution;
3. (B) aninvestment firm;
4. (C) any other authorised or regulated financial institution;
5. (D) an insurance company;
6. (E) a collective investment scheme or the management company of such a scheme;
7. (F) a pension fund or the management company of a pension fund;
8. (G) a commodity or commodity derivatives dealer;
9. (H) a local;
10. (I) any other institutional investor;
11. (2) in relation to MiFID or equivalent third country business a large undertaking meeting two of the following size requirements on a company basis:
12. (A) balance sheet total of EUR 20,000,000;
13. (B) net turnover of EUR 40,000,000;
14. (C) own funds of EUR 2,000,000;
15. (3) in relation to business that is not MiFID or equivalent third country business a large undertaking meeting anyof the following conditions:
16. (A) a body corporate (including a limited liability partnership) which has (or any of whose holding companiesorsubsidiaries has) (or has had at any time during the previous two years) called up share capital or net assets of at least £5 million (or its equivalent in any other currency at the relevant time);
17. (B) an undertaking that meets (or any of whose holding companies or subsidiariesmeets) two of the following tests:
18. (I) a balance sheet total of EUR 12,500,000;
19. (Ii) a net turnover of EUR 25,000,000;
20. (Iii) an average number of employees during the year of 250;
21. (C) a partnership or unincorporated association which has (or has had at any time during the previous two years) net assets of at least £5 million (or its equivalent in any other currency at the relevant time) and calculated in the case of a limited partnership without deducting loans owing to any of the partners;
22. (D) a trustee of a trust (other than an occupational pension scheme, SSAS, personal pension scheme or stakeholder pension scheme) which has (or has had at any time during the previous two years) assets of at least £10 million (or its equivalent in any other currency at the relevant time) calculated by aggregating the value of the cash and designated investments forming part of the trust's assets, but before deducting its liabilities;
23. (E) a trustee of an occupational pension scheme or SSAS, or a trustee or operator of a personal pension scheme or stakeholder pension scheme where the scheme has (or has had at any time during the previous two years):
24. (I) at least 50 members; and
25. (Ii) assets under management of at least £10 million (or its equivalent in any other currency at the relevant time);
26. (F) a local authority or public authority.
27. (4) a national or regional government, a public body that manages public debt, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECP, the EIB) or another similar international organisation;
28. (5) another institutional investor whose main activity is to invest in financial instruments(in relation to the firm'sMiFID or equivalent third country business) or designated investments (in relation to the firm's other business). This includes entities dedicated to the securitisation of assets or other financing transactions.

1. (1) the firm undertakes an adequate assessment of the expertise, experience and knowledge of the client that gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making his own investment decisions and understanding the risks involved (the 'qualitative test');
2. (2) in relation to MiFID or equivalent third country business in the course of that assessment, at least two of the following criteria are satisfied:
3. (A) the client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters;
4. (B) the size of the client'sfinancial instrument portfolio, defined as including cash deposits and financial instruments, exceeds EUR 500,000;
5. (C) the client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged;(the 'quantitative test'); and
6. (3) the following procedure is followed:
7. (A) the client must state in writing to the firm that it wishes to be treated as aprofessional client either generally or in respect of a particular service or transaction or type of transaction or product;
8. (B) the firm must give the client a clear written warning of the protections and investor compensation rights the client may lose;
9. (C) the client must state in writing, in a separate document from the contract, that it is aware of the consequences of losing such protections.