Financial Markets Conduct Act 2013

Exclusion for wholesale investors

3 Offer to wholesale investor

(1)

An offer of financial products to a wholesale investor does not require disclosure under Part 3 of this Act.

(2)

A person is a wholesale investor if—

(a)

the person is an investment business (see clause 37); or

(b)

the person meets the investment activity criteria specified in clause 38; or

(c)

the person is large (see clause 39); or

(d)

the person is a government agency (see clause 40).

(3)

A person is also a wholesale investor, in relation to an offer of financial products, if—

(a)

the person is an eligible investor (see clause 41); or

(b)

in relation to an offer of financial products for issue or sale,—

(i)

the minimum amount payable by the person on acceptance of the offer is at least $750,000; or

(ii)

the amount payable by the person on acceptance of the offer plus the amounts previously paid by the person for financial products of the issuer of the same class that are held by the person add up to at least $750,000; or

(iii)

it is proposed that the person will acquire the financial products under a bona fide underwriting or sub-underwriting agreement; or

(c)

in relation to an offer of a derivative for issue or sale, the notional value of the derivative is at least $5 million (see clause 49).

(4)

In calculating the amount payable, or paid, for financial products for the purposes of subclause (3)(b)(i) or (ii), any amount payable, or paid, must be disregarded to the extent to which it is to be paid, or was paid, out of money lent by the offeror or any associated person of the offeror.