Investing as a Professional Investor, on behalf of a legal entity

Investors acting on behalf of a legal entity which is required to be authorised, or regulated, to operate in the financial markets will be classified as a Per Se Professional Investor (unless you choose to categorise as an Eligible Counterparty). If you are looking to participate in a fundraise as a professional investor, as an individual, please see our guidance on Professional Individual Investors instead.

Please find below the Financial Conduct Authority (FCA) criteria to qualify as a Per Se Professional Investor. Please review this list carefully; if you feel this best describes your circumstances and choose to proceed with this categorisation, you may be required to provide entity Incorporation and Authorisation details to our internal Compliance team as part of our standard due diligence checks.

Options to qualify as a Per Se Professional Investor:

1) An entity required to be authorised or regulated to operate in the financial markets whether in the UK, or a third country:

• Credit institution
• Investment firm
• Any other authorised or regulated financial institution
• Insurance company
• A collective investment scheme or the management company of such a scheme
• Pension fund of the management company of a pension fund
• Commodity or commodity derivatives dealer
• Local authority
• Any other institutional investor

2) In relation to MiFID or equivalent third country business, a large undertaking meeting TWO of the following size requirements on a company basis:

• Balance sheet total of 20M EUR, or equivalent GBP
• Net turnover of 40M EUR, or equivalent GBP
• Own funds of 2M EUR, or equivalent GBP

3) In relation to business that is not MiFID or equivalent third country business, a large undertaking meeting any of the following conditions:

• A body corporate (including a limited liability partnership) which has or has had at any time during the previous 2 years, called up share capital or net assets of at least £5M or equivalent other currency at the relevant time. These criteria can apply to any holding companies or subsidiaries the corporate body has.
• An undertaking that meets (or any of whose holding companies or subsidiaries meets) two of the following tests:
  • A balance sheet total of £12.5M EUR, or equivalent GBP
  • A net turnover or 25M EUR, or equivalent GBP
  • An average of 250 employees during the year
• A partnership or unincorporated association which has or has had at any time during the previous 2 years, net assets of at least £5M (or its equivalent in any other currency at the relevant time) and calculated in the case of a limited partnership without deducting loans owing to any of the partners.
• A trustee of a trust (other than an occupational pension scheme, SSAS, personal pension scheme or stakeholder pension scheme) which has or has had at any time during the previous 2 years, assets of at least £10M (or equivalent other currency at the relevant time) calculated by aggregating the value of the cash and designated investments forming part of the trust's assets, but before deducting its liabilities.
• A trustee of an occupational pension scheme or SSAS, or a trustee or operator of a personal pension scheme or stakeholder pension scheme where the scheme has or has had at any time during the previous 2 years.
  • At least 50 members; and
  • Assets under management of at least £10M (or equivalent other currency at the relevant time)

4) A national or regional government, including a public body that manages public debt at national or regional level, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECB, the EIB) or another similar international organisation.

5) Another institutional investor whose main activity is to invest in financial instruments (in relation to the firm's MiFID or equivalent third country business) or designated investments (in relation to the firm's other business). This includes entities dedicated to the securitisation of assets or other financing transactions.

For full guidance on qualifying as a Per Se Professional Investor please see COBS 3.5.2 in the FCA Handbook.