Financial Promotion Restrictions
The Financial Services and Markets Act 2000, which sets out the regulations governing the United Kingdom’s financial services industry, and the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) provide for certain exempt classes of investor to undertake investment activity following an investment promotion that has not been approved by a firm authorised by the Financial Conduct Authority.
Investment information can only be made available to qualifying individuals meeting the exemption criteria and no investment application will be accepted where evidence of qualifying status is not provided. Persons other than those described below should not act on or rely on any investment related information. Full details of the Order and requirements to be met to qualify for the exemption can be viewed on the Government’s legislation website and the following is a summary:
Investment Professionals having professional experience in matters relating to investments, such as an authorised person.
Certified High Net Worth Individuals, being somebody who has signed a certificate in a prescribed form within the past 12 months to the effect that in the financial year immediately preceding the date of the certificate that they had: (i) an annual income to the value of £100,000 or more; or (ii) net assets to the value of £250,000 or more, excluding their primary residence, qualifying contracts of insurance, pension and any other benefits payable on death or retirement.
Self-Certified Sophisticated Investors, being somebody who has signed a certificate in a prescribed form within the past 12 months to the effect that in the financial year immediately preceding the date of the certificate that at least one of the following applies: (i) they are 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 of the certificate; (ii) they have made more than one investment in an unlisted company in the two years prior to the date of the certificate; (iii) they are working or have worked in the two years prior to the date of the certificate in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises; or (iv) they are currently, or have been in the two years prior to the date of the certificate, a director of a company with an annual turnover of at least £1 million.
Certified Sophisticated Investors, being somebody who has a current certificate signed by an authorised person to the effect that they are sufficiently knowledgeable to understand the risks associated with the type of investment described in this document and have signed a certificate in a prescribed form within the past 12 months that they qualify as a certified sophisticated investor able to receive exempt promotions.
High Net Worth Companies, which includes high value trusts, with assets exceeding £10 million, and being a corporation or corporate member of a group which has a called-up share capital or net assets of at least £5 million, or £500,000 if the corporation or parent company has more than 20 members.
Associations of high net worth or sophisticated investors, where members are wholly or predominantly persons falling into the High Net Worth Individual, Self-Certified Sophisticated Investor and Certified Sophisticated Investor categories.
Click here for reference copies of the High Net Worth Individual and Self-Certified Sophisticated Investor exemption certificates.
Non-UK Applicants
No one reading this website or receiving investment related information from Fairholm Estates in any territory other than the United Kingdom should treat the information as constituting an invitation or offer, nor should any application for investment be made, unless, in the relevant territory, such an invitation, offer or application could lawfully be made without contravention of any registration, regulation or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an investment to satisfy themself as to full observance of the laws of their relevant territory, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. Fairholm Estates reserve the right to request confirmation from a non-UK applicants’ advisor as to their ability to lawfully apply for any investment opportunities.
Investing in early-stage companies involves risks, including illiquidity, lack of dividends, loss of capital and dilution, and investment is not covered by the Financial Services Compensation Scheme. Click here to read the full risk warning. Any investment can only be made following the issuing of investment information for a specific opportunity, and access to this investment information and the ability to invest is restricted to specific classes of exempt investors. Investors should carry out their own due diligence and take professional advice where necessary.”
