This Regulation lays down uniform requirements and conditions for managers of collective investment undertakings that wish to use the designation ‘F1RVECA’ in relation to the marketing of qualifying venture capital funds in the F2United Kingdom.

It also lays down F3... rules for the marketing of qualifying venture capital funds to eligible investors F4in the United Kingdom, for the portfolio composition of qualifying venture capital funds, for the eligible investment instruments and techniques to be used by qualifying venture capital funds as well as for the organisation, conduct and transparency of managers that market qualifying venture capital funds F4in the United Kingdom.

For the purposes of this Regulation, the following definitions apply:

1. (a)

   ‘collective investment undertaking’ means an AIF as defined in F16regulation 3 of the AIFM Regulations;

2. (aa)

   F17“UK insurance undertaking” means an undertaking which—

   1. (i)

      has its registered office, or (if it has no registered office) its head office, in the United Kingdom;

   2. (ii)

      has, or is treated as having, permission under Part 4A of FSMA to carry on one or more regulated activities; and

   3. (iii)

      would have required authorisation in accordance with Article 14 of the Solvency 2 Directive, were the United Kingdom a Member State;

3. (b)

   ‘qualifying venture capital fund’ F18, unless the contrary intention appears, means a collective investment undertaking that:

   1. (i)

      intends to invest at least 70 % of its aggregate capital contributions and uncalled committed capital in assets that are qualifying investments, calculated on the basis of amounts investible after deduction of all relevant costs and holdings in cash and cash equivalents, within a time frame laid down in its rules or instruments of incorporation;

   2. (ii)

      does not use more than 30 % of its aggregate capital contributions and uncalled committed capital for the acquisition of assets other than qualifying investments, calculated on the basis of amounts investible after deduction of all relevant costs and holdings in cash and cash equivalents;

   3. (iii)

      is established within the F19United Kingdom;

4. (c)

   ‘manager of a qualifying venture capital fund’ means a legal person the regular business of which is managing at least one qualifying venture capital fund;

5. (d)

   F20‘qualifying portfolio undertaking’ means an undertaking that—

   1. (i)

      at the time of the first investment by the qualifying venture capital fund in that undertaking complies with one of the following conditions:

      • — the undertaking is not admitted to trading on a UK regulated market, an EU regulated market, a UK multilateral trading facility or an EU multilateral trading facility (as defined in points (13A), (13B), (14A) and (14B) of Article 2(1) of the Markets in Financial Instruments Regulation 2014) and employs up to 499 persons,

      • — the undertaking is a small and medium-sized enterprise (as defined in Article 4(1)(13) of Directive 2014/65/EU), which is listed on an EU SME growth market (which has the meaning given to an “SME growth market” in Article 4(1)(12) of Directive 2014/65/EU) or a UK SME growth market (which means a MTF that is registered as an SME growth market in accordance with Part 5.10 of the Market Conduct sourcebook);

   2. (ii)

      is not itself a collective investment undertaking;

   3. (iii)

      is not one or more of the following—

      • — a credit institution as defined in Article 4(1)(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms,

      • — an investment firm as defined in Article 2(1A) of the Markets in Financial Instruments Regulation 2014,

      • — a UK insurance undertaking,

      • — an EU insurance undertaking, which has the meaning given to ‘insurance undertaking’ in Article 13(1) of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II),

      • — a financial holding-company as defined in Article 4(1)(20) of Regulation 575/2013/EU of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012, or

      • — a mixed-activity holding company as defined in Article 4(1)(22) of Regulation 575/2013/EU;

   4. (iv)

      is established within the United Kingdom, the territory of a Member State, or in a third country provided that the third country—

      • — is not listed as a Non-Cooperative Country and Territory by the Financial Action Task Force on Anti-Money Laundering and Terrorist Financing,

      • — has signed an agreement with the United Kingdom to ensure that the third country fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and ensures an effective exchange of information in tax matters, including any multilateral tax agreements;

6. (e)

   ‘qualifying investments’ means any of the following instruments:

   1. (i)

      equity or quasi-equity instruments that are issued by:

      • a qualifying portfolio undertaking and acquired directly by the qualifying venture capital fund from the qualifying portfolio undertaking,

      • a qualifying portfolio undertaking in exchange for an equity security issued by the qualifying portfolio undertaking, or

      • an undertaking of which the qualifying portfolio undertaking is a majority-owned subsidiary and which is acquired by the qualifying venture capital fund in exchange for an equity instrument issued by the qualifying portfolio undertaking;

   2. (ii)

      secured or unsecured loans granted by the qualifying venture capital fund to a qualifying portfolio undertaking in which the qualifying venture capital fund already holds qualifying investments, provided that no more than 30 % of the aggregate capital contributions and uncalled committed capital in the qualifying venture capital fund is used for such loans;

   3. (iii)

      shares of a qualifying portfolio undertaking acquired from existing shareholders of that undertaking;

   4. (iv)

      units or shares of one or several other qualifying venture capital funds, provided that those qualifying venture capital funds have not themselves invested more than 10 % of their aggregate capital contributions and uncalled committed capital F21in—

      1. (aa)

         qualifying venture capital funds,

      2. (bb)

         European qualifying venture capital funds (which has the meaning given to ‘qualifying venture capital funds’ in Article 3(3)(b) of Regulation (EU) 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds as it applies in the European Union, as amended from time to time),

      3. (cc)

         a combination of the funds specified in point (aa) and (bb)

   5. (v)

      F22an instrument falling within Article 3(e)(iv) of Regulation (EU) 345/2013 as it applies in the European Union, as amended from time to time;

7. (f)

   ‘relevant costs’ means all fees, charges and expenses which are directly or indirectly borne by investors and which are agreed between the manager of a qualifying venture capital fund and the investors therein;

8. (g)

   ‘equity’ means ownership interest in an undertaking, represented by the shares or other forms of participation in the capital of the qualifying portfolio undertaking, issued to its investors;

9. (h)

   ‘quasi-equity’ means any type of financing instrument which is a combination of equity and debt, where the return on the instrument is linked to the profit or loss of the qualifying portfolio undertaking and where the repayment of the instrument in the event of default is not fully secured;

10. (i)

    ‘marketing’ means a direct or indirect offering or placement at the initiative of the manager of a qualifying venture capital fund, or on its behalf, of units or shares of a venture capital fund it manages to or with investors domiciled or with a registered office in the F23United Kingdom;

11. (j)

    ‘committed capital’ means any commitment pursuant to which an investor is obliged, within the time frame laid down in the rules or instruments of incorporation of the qualifying venture capital fund, to acquire an interest in, or to make capital contributions to, that fund;

12. (k)

    F24...

13. (l)

    F24...

14. (m)

    F24...

15. (n)

    F24...

16. (o)

    F25‘the FCA’ means the Financial Conduct Authority;

17. (p)

    ‘FSMA’ means the Financial Services and Markets Act 2000;

18. (q)

    ‘the AIFM Regulations’ means the Alternative Investment Fund Managers Regulations 2013;

19. (r)

    ‘the Markets in Financial Instruments Regulation 2014’ means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as that Regulation forms part of domestic law.

    Any reference in this Regulation to a sourcebook is to a sourcebook in the Handbook of Rules and Guidance published by the FCA containing rules made and guidance issued by the FCA under FSMA as the sourcebook has effect on IP completion day.

In regard to point (c) of the first subparagraph, where the legal form of a qualifying venture capital fund permits internal management and where the governing body of the fund does not appoint an external manager, the qualifying venture capital fund itself shall be registered as the manager of a qualifying venture capital fund in accordance with Article 14. A qualifying venture capital fund that is registered as an internal manager of a qualifying venture capital fund shall not be registered as an external manager of a qualifying venture capital fund of other collective investment undertakings.