PR 5.4 Qualified investors register
Register of qualified investors
Section 87R of the Act provides:
(1) |
The [FSA] must establish and maintain, in accordance with this section and prospectus rules, a register of investors for the purposes of section 86. |
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(2) |
An individual may not be entered in the register unless – |
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(a) |
he is resident in the United Kingdom; and |
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(b) |
he meets at least two of the criteria mentioned in Article 2.2 of the prospectus directive. |
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(3) |
A company may not be entered in the register unless – |
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(a) |
it falls within the meaning of “small and medium-sized enterprises” in Article 2.1 of the prospectus directive; and |
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(b) |
its registered office is in the United Kingdom. |
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(4) |
A person who does not fall within subsection (2) or (3) may not be entered in the register. |
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Applying for registration
- (1)
An individual or small and medium-sized enterprise may apply to the FSA to be registered as a qualified investor.
- (2)
The application must be in writing in form B and must certify:
- (a)
for a small and medium-sized enterprise that the enterprise satisfies at least two of the three criteria in article 2.1.(f) of the prospective directive and specify which of the criteria are satisfied; or
- (b)
for an individual that the individual satisfies at least two of the three criteria in article 2.2 of the prospectus directive and specify which of the criteria are satisfied.
- (a)
Note: Forms referred to in these rules are available on the FSA website.
The FSA will try to inform the applicant of its decision and (if appropriate) issue a certificate of registration within three working days after it receives the application.
Renewal of registration
An individual or small and medium-sized enterprise wishing to remain on the register must apply in accordance with PR 5.4.2 R to renew their registration each year.
Removal of name from register
If an individual or a small and medium-sized enterprise wishes to be removed from the register, they must make a written request to the FSA to be removed.
The FSA will try to remove the individual or enterprise from the register, and inform them that it has done so, within three working days of receiving the request.
Access to the register
An issuer or offeror wishing to access the register must apply in writing to the FSA at least three working days before the day on which access is sought.
The application must be in writing in form C and must include the relevant fee specified in PR App 2.
Restriction on use of information obtained from the register
An issuer or offeror must ensure that information it has obtained from the register is not used by it or its agent except for the purpose of:
- (1)
determining whether an investor is a qualified investor; or
- (2)
making an offer to the qualified investor
in connection with an offer.
An issuer or offeror must ensure that information about a qualified investor it has obtained from the register is kept secure and is not disclosed by it or its agent to any person (other than to the qualified investor themselves or to a person acting on the qualified investor's behalf in relation to the offer).
Note: Information obtained from the register is confidential information under section 348 of the Act. Therefore a recipient of the information is also likely to be subject to the restrictions on disclosure of confidential information set out in that section. Use of the information for any purpose other than that referred to in PR 5.4.10 R or disclosure to any other person may result in a breach of section 348 (contravention of which is punishable by a fine or imprisonment or both).