xmlns:atom="http://www.w3.org/2005/Atom" xmlns:atom="http://www.w3.org/2005/Atom"

PART VIU.K.Exempt Communications: Certain Controlled Activities

Self-certified sophisticated investorsU.K.

50A.—[F1(1) “Self-certified sophisticated investor” means an individual—

(a)who has completed and signed, within the period of twelve months ending with the day on which the communication is made, a statement complying with Part 2 of Schedule 5; and

(b)whose completion of that statement indicates that they satisfy the conditions set out in the statement to be classified as a self-certified sophisticated investor.]

(2) The validity of a statement [F2completed and signed] for the purposes of paragraph (1) is not affected by a defect in the form or wording of the statement, provided that the defect does not alter the statement's meaning and that the words shown in bold type in Part II of Schedule 5 are so shown in the statement.

(3) If the requirements of paragraphs (4) and (7) are met, the financial promotion restriction does not apply to any communication which—

(a)is made to an individual whom the person making the communication believes on reasonable grounds to be a self-certified sophisticated investor; and

(b)relates only to one or more investments falling within paragraph (8).

(4) The requirements of this paragraph are that either the communication is accompanied by the giving of a warning [F3and information] in accordance with paragraphs (5) [F4, (5A)] and (6) or where, because of the nature of the communication this is not reasonably practicable—

(a)a warning in accordance with paragraph (5) is given to the recipient orally at the beginning of the communication together with an indication that he will receive the warning in legible form and that, before receipt of that warning, he should consider carefully any decision to engage in investment activity to which the communication relates; and

(b)a warning [F5and information] in accordance with paragraphs (5) [F6, (5A)] and (6) (d) to (h) is sent to the recipient of the communication within two business days of the day on which the communication is made.

(5) The warning must be in the following terms—

“The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.”.

But where a warning is sent pursuant to paragraph (4)(b), for the words “ this promotion ” in both places where they occur there must be substituted wording which clearly identifies the promotion which is the subject of the warning.

[F7(5A) In addition to the warning in paragraph (5), the requirements of this paragraph are that the communication is accompanied by the following information—

(a)the full name of the person making the communication, or on whose behalf the communication is made;

(b)a postal or electronic address to which a person should send requests for further information or any other enquiry regarding the matters to which the communication relates; and

(c)if applicable—

(i)the country or territory in which the person making the communication, or on whose behalf the communication is made, is incorporated;

(ii)where different from the information provided under (b), the address of the registered office of the person making the communication, or on whose behalf the communication is made; and

(iii)the company number, or unique identification equivalent to a registered number required by the law of the state in which it is incorporated, of the person making the communication, or on whose behalf the communication is made.]

(6) The warning [F8and information] must—

(a)be given at the beginning of the communication;

(b)precede any other written or pictorial matter;

(c)be in a font size consistent with the text forming the remainder of the communication;

(d)be indelible;

(e)be legible;

(f)be printed in black, bold type;

(g)be surrounded by a black border which does not interfere with the text of the warning; and

(h)not be hidden, obscured or interrupted by any other written or pictorial matter.

(7) The requirements of this paragraph are that the communication is accompanied by an indication—

(a)that it is exempt from the general restriction (in section 21 of the Act) on the communication of invitations or inducements to engage in investment activity on the ground that it is made to a self-certified sophisticated investor;

(b)of the requirements that must be met for an individual to qualify as a self-certified sophisticated investor;

(c)that any individual who is in any doubt about the investment to which the communication relates should consult an authorised person specialising in advising on investments of the kind in question.

(8) An investment falls within this paragraph if—

(a)it is an investment falling within paragraph 14 of Schedule 1 being stock or shares in an unlisted company;

(b)it is an investment falling within paragraph 15 of Schedule l being an investment acknowledging the indebtedness of an unlisted company;

[F9(ba)it is an investment falling within paragraph 15A of Schedule 1 being an investment constituting an alternative finance investment bond issued by an unlisted company;]

(c)it is an investment falling within paragraph 17 or 18 of Schedule 1 conferring entitlement or rights with respect to investments falling within sub-paragraph (a) or (b);

(d)it comprises units in a collective investment scheme being a scheme which invests wholly or predominantly in investments falling within sub-paragraph (a) or (b);

(e)it is an investment falling within paragraph 21 of Schedule 1 being an option to acquire or dispose of an investment falling within sub-paragraph (a), (b) or (c);

(f)it is an investment falling within paragraph 22 of Schedule 1 being rights under a contract for the sale of an investment falling within sub-paragraph (a), (b) or (c);

(g)it is an investment falling within paragraph 23 of Schedule 1 being a contract relating to, or to fluctuations in value or price of, an investment falling within sub-paragraph (a), (b) or (c),

provided in each case that it is an investment under the terms of which the investor cannot incur a liability or obligation to pay or contribute more than he commits by way of investment.

(9) “Business day” means any day except a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

Textual Amendments