Investor Categories

Property Syndication Retail and Wholesale Investors

The FMCA 2013 defines a retail investor and wholesale investor as follows:

Retail Investor: 


A person is a retail investor, in relation to an offer of financial products, the supply of a discretionary investment management service, or any other relevant transaction, if the person is not a wholesale investor in relation to the offer or service. Typically these offers have a minimum subscription of $50,000 or $100,000 and will be investments in assets ranging between $5,000,000 and $25,000,000

Wholesale Investor:


(1) An offer of financial products to a wholesale investor does not require disclosure under Part 3 of the FMCA 2013.

(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; A person (A) meets the investment activity criteria if at least 1 of the following paragraphs applies:

(i) A 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):
(ii) A 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 A:
(iii) A 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; or

(c) the person is large; A person is large if at least 1 of the following paragraphs applies:
(i) 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:
(ii) 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; 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.

Source: Financial Markets Conduct Act 2013 
http://www.legislation.govt.nz/act/public/2013/0069/latest/DLM4090578.html

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