Section 21 Approval Query

Section 21 Approval Request

This section of the Marshall Sterling site is intended for parties that have had sight of an Information Memorandum for a specific issue and are seeking confirmation that the IM has been approved as a Financial Promotion by Marshall Sterling Regulatory Compliance and Law under Section 21 of FSMA. 
By accessing the relevant information, the following conditions need to be met: 

Confirmation that your Investor Categorisation falls within one of the listed options below taking note that Restricted Investors are not eligible for mini-bonds or unlisted loan-notes
Confirmation of having read and understood the risks involved related to the relevant investment.

What type of investor are you?

A professional client is a client that is either a per se professional client or an elective professional client.

Per se professional clients

Each of the following is a per se professional client unless and to the extent it is an eligible counterparty or is given a different categorisation under this chapter:

(1) an entity required to be authorised or regulated to operate in the financial markets. The following list includes all authorised entities carrying out the characteristic activities of the entities mentioned, whether authorised by an EEA State or a third country and whether or not authorised by reference to a directive:
(a) a credit institution;
(b) an investment firm;
(c) any other authorised or regulated financial institution;
(d) an insurance company;
(e) a collective investment scheme or the management company of such a scheme;
(f) a pension fund or the management company of a pension fund;
(g) a commodity or commodity derivatives dealer;
(h) a local;
(i) 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:
(a) balance sheet total of EUR 20,000,000;
(b) net turnover of EUR 40,000,000;
(c) own funds of EUR 2,000,000;
(3) in relation to business that is not MiFID or equivalent third country business a large undertaking meeting anyof the following conditions:
(a) a body corporate (including a limited liability partnership) which has (or any of whose holding companies or subsidiaries has) (or has had at any time during the previous two years) called up share capital or net assets of at least £5 million (or its equivalent in any other currency at the relevant time);
(b) an undertaking that meets (or any of whose holding companies or subsidiaries meets) two of the following tests:
(i) a balance sheet total of EUR 12,500,000;
(ii) a net turnover of EUR 25,000,000;
(iii) an average number of employees during the year of 250;
(c) a partnership or unincorporated association which has (or has had at any time during the previous two years) net assets of at least £5 million (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;
(d) 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 two years) assets of at least £10 million (or its equivalent in any 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;
(e) 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 two years):
(i) at least 50 members; and
(ii) assets under management of at least £10 million (or its equivalent in any 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.

Elective professional clients

A firm may treat a client other than a local public authority or municipality as an elective professional client if it complies with (1) and (3) and, where applicable, (2):

(1) the firm undertakes an adequate assessment of the expertise, experience and knowledge of the client that gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making his own investment decisions and understanding the risks involved (the “qualitative test”);
(2) in relation to MiFID or equivalent third country business in the course of that assessment, at least two of the following criteria are satisfied:
(a) the client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters;
(b) the size of the client’s financial instrument portfolio, defined as including cash deposits and financial instruments, exceeds EUR 500,000;
(c) the client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged;
(the “quantitative test”); and

(3) the following procedure is followed:
(a) the client must state in writing to the firm that it wishes to be treated as a professional client either generally or in respect of a particular service or transaction or type of transaction or product;
(b) the firm must give the client a clear written warning of the protections and investor compensation rights the client may lose; and
(c) the client must state in writing, in a separate document from the contract, that it is aware of the consequences of losing such protections.

I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-readily realisable securities. The exemption relates to certified high net worth investors and I declare that I qualify as such because at least one of the following applies to me:

  • I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more. Annual income for these purposes does not include money withdrawn from my pension savings (except where the withdrawals are used directly for income in retirement).
  • I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:~

    (a) the property which is my primary residence or any money raised through a loan secured on that property; or

    (b) any rights of mine under a qualifying contract of insurance; or

    (c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled; or

    (d) any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-readily realisable securities.

I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-readily realisable securities. The exemption relates to certified sophisticated investors and I declare that I qualify as such.

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-readily realisable securities.

I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-readily realisable securities. I understand that this means:

(i) I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-readily realisable securities;

(ii) the investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested.

I am a self-certified sophisticated investor because at least one of the following applies:

(a) I am 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 below;

(b) I have made more than one investment in an unlisted company in the two years prior to the date below;

(c) I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;

(d) I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me seek advice from someone who specialises in advising on non-readily realisable securities.

I make this statement so that I can receive promotional communications relating to non-readily realisable securities as a restricted investor. I declare that I qualify as a restricted investor because: 

(a) in the twelve months preceding the date below, I have not invested more than 10% of my net assets in non-readily realisable securities; and

(b) I undertake that in the twelve months following the date below, I will not invest more than 10% of my net assets in non-readily realisable securities.

Net assets for these purposes do not include:

(a) the property which is my primary residence or any money raised through a loan secured on that property;

(b) any rights of mine under a qualifying contract of insurance; or

(c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be entitled; or

(d) any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-readily realisable securities.

I understand that Restricted Investors are not eligible for mini-bonds or unlisted loan-notes.

Risk Warning
Investing in unlisted, illiquid, assets carries significant risk of losing part or all of the sum invested. Participants should only invest as part of a diversified portfolio and investors should be sufficiently sophisticated enough to understand the risks involved and capable of making their own investment decisions. Investments are not covered by the Financial Services Compensation Scheme and investors are unlikely to be able to complain the the Financial Ombudsman Service. Please ensure you have read the full risk disclosure contained within the Information Memorandum or Prospectus and/or obtain guidance from an Independent Financial Adviser.

  • I confirm that any contact made with me on behalf of the issuer has been done so on a solicited basis.
  • I confirm that my Investor Categorisation falls within one of the listed options on this page and have signed or attest to the statement, taking note that Restricted Investors are not eligible for mini-bonds.
  • I confirm that I have read and understood the risks related to the relevant investment.
  • I confirm that I am aware that the investment is NOT covered by the Financial Services Compensation Scheme and I am unlikely to be able to complain to the Financial Ombudsman Service.
  • I confirm that have not received advice regarding the investment.
  • I confirm that the investment set out within the Information Memorandum is appropriate and suitable for my attitude to risk and investment objectives.
  • I confirm that the my investment experience enables me to be in a position to fully understand the relevant risks, and/or that I have or will seek advice from a suitably qualified and authorised Independent Financial Adviser who has expertise in this type of product.
  • I confirm that I understand that by approving the Information Memorandum, Marshall Sterling has not and does not warrant the quality of the investment in either a positive or negative light and the approval was made simply on the basis of the requirements to ensure the document is clear, fair and not misleading.

Note: If any of the confirmation fields set out above have not been met, please CLICK HERE to be redirected to a compliance query form and notify us of any process concerns. 
Be advised that we will not respond to any queries in relation to the underlying investment as this should be directed to the Issuer directly or to your Independent Financial Adviser. 

Note: By submitting this form, you agree for the content of the form to be submitted to the issuer of the Information Memorandum and underlying investment instrument.

Note: Marshall Sterling Regulatory Compliance and Law is a trading name of Marshall Sterling Investment Management which is Authorised and Regulated by the Financial Conduct Authority under FRN: 646917