A person is a wholesale investor if at least one of the following paragraphs applies:
(A) the person is an investment business, which is:
a. an entity whose principal business consists of one or more of the following:
(i) investing in financial products; or
(ii) acting as an underwriter; or
(iii) providing a financial adviser service in relation to financial products; or
(iv) providing a broking service in relation to financial products; or
(v) trading in financial products on behalf of other persons; or
b. a registered bank; or
c. a manager of a registered scheme, or a discretionary investment management service, that holds a market services licence; or
d. a derivatives issuer that holds a market services licence; or
e. QFE or an authorised financial adviser.
(B) the person meets the investment activity criteria (at least one of the following paragraphs should apply):
a. a person owns, or at any time during the 2-year period before the relevant time has owned, a portfolio of specified financial products of a value of at least $1 million (in aggregate);
b. a person has, during the 2-year period before the relevant time, carried out 1 or more transactions to acquire specified financial products where the amount payable under those transactions (in aggregate) is at least $1 million and the other parties to the transactions are not associated persons of the person;
c. a person is an individual who has, within the last 10 years before the relevant time, been employed or engaged in an investment business and has, for at least 2 years during that 10-year period, participated to a material extent in the investment decisions made by the investment business.
(C) the person is large (at least one of the following paragraphs should apply):
a. as at the last day of each of the 2 most recently completed financial years of the person before the relevant time, the net assets of the person and the entities controlled by the person exceeded $5 million:
b. in each of the 2 most recently completed financial years of the person before the relevant time, the total consolidated turnover of the person and the entities controlled by the person exceeded $5 million.
(D) the person is an eligible investor who has previous experience in acquiring or disposing of financial products that allows to assess (a) the merits of the transaction or class of transactions (including assessing the value and the risks of the financial products involved); and (b) person’s own information needs in relation to the transaction or those transactions; and (c) the adequacy of the information provided by any person involved in the transaction or those transactions or (d) the merits of the service or services to be provided (including assessing its value and the risks involved); and (e) persons own information needs in relation to the service or services; and (c) the adequacy of the information provided by any person involved in the service or services.
(E) in relation to an offer of a derivative for issue or sale, the notional value of the derivative is at least $5 million.
