Professional Investor Notice

We refer to the receipt or future receipt of financial promotions by KingsburyP Commercial Brokers Co LLC (“Kingsbury & Partners”, “We”, “Us”).

The Securities and Commodities Authority (“SCA”) and Financial Conduct Authority (FCA) impose certain rules and restrictions in dealing with investors in the United Arab Emirates and United Kingdom respectively. Generally, an investor will be covered by certain requirements and protections under the Securities and Commodities Authority’s Regulations Manual of the United Arab Emirates and Financial Services & Markets Act (2000) (‘’FSMA’’) of the United Kingdom which, however, will be relaxed if a customer is categorised as a ‘’Professional Investor’’, ‘’Certified Sophisticated Investor’’, a ‘’Self-Certified Sophisticated Investor’’, or a ‘’High-Net-Worth Investor’’ as defined by the Regulations Manual and FSMA respectively.

For the purposes of this Notice, the term “Professional Investor” shall carry the meaning including “Professional Investor” as defined under the Securities and Commodities Authority’s Regulations Manual and a ‘Certified Sophisticated Investor’, a ‘Self-Certified Sophisticated Investor’, and a ‘High-Net-Worth Investor’ as defined by the Financial Services & Markets Act 2000.

United Arab Emirates

SECTION D: Securities & Commodities Authority, Regulations Manual, Article (5) Professional Investor

Third: Professional investor (resident):

1. A natural person who owns net assets – excluding the value of his main residence – of not less than AED (4) million.
2. A natural person approved by the Authority or a similar supervisory authority, an employee at the licensed body, a regulated financial institution, or whoever has been employed by either of them during the past two years or has sufficient knowledge and experience in the field of investment and its risks in accordance with the suitability standards, or represented by a body licensed by the Authority in a manner that does not conflict with the terms of its license.
3. A natural person who has a joint account with a natural person representing a resident professional investor according to Clause (1) (the main account holder), provided that the following conditions are met:
4. The (account participant) must be a member of the (main account holder) family, up to the second degree.
5. The account is used to manage the investments of the main account holder and his subscribers.
6. Written confirmation from the person subscribing to the account that investment decisions related to the joint account are made on his behalf by the main account holder.
7. Any establishment with a special purpose or a special legal form such as the trust and the institution founded only to facilitate the management of an investment portfolio of a natural person representing a resident professional investor in accordance with Clause (1)

United Kingdom

A Certified Sophisticated Investor

A Certified Sophisticated Investor The definition of a certified sophisticated investor is defined as the below in line with Article 50(1)(b) of the FPO.

A Certified Sophisticated Investor is a person:

1. who has a current certificate in writing or other legible form signed by an authorised person to the effect that he is sufficiently knowledgeable to understand the risks associated with that description of investment; and
2. who has signed, within the period of 12 months ending with the day on which the communication is made, a statement in the following terms:

 

A Self-Certified Sophisticated Investor

A self-certified sophisticated investor for the purposes of the Financial Services and Markets Act (Financial Promotion) Order 2005 means:

1. I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority;
2. the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;
3. by signing this statement I may lose significant rights;
4. I may have no right to complain to either of the following:
   1. Financial Conduct Authority; or
   2. the Financial Ombudsman Scheme;
5. I may have no right to seek compensation from the Financial Services Compensation Scheme.

A self-certified sophisticated investor applies when at least one of the following is met:

1. 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;
2. 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;
3. 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 least £1.6 million.

A High-Net-Worth Investor

A high net worth individual for the purpose of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 means:

1. I can receive financial promotions that may not have been approved by a person authorised by the Financial Conduct Authority;
2. the content of such financial promotions may not conform to rules issued by the Financial Conduct Authority;
3. by signing this statement I may lose significant rights;
4. I may have no right to complain to either of the following:
   1. Financial Conduct Authority; or
   2. the Financial Ombudsman Scheme;
5. I may have no right to seek compensation from the Financial services Compensation Scheme.

A certified high net worth individual applies when at least one of the following is met:

1. I had, during the financial year immediately preceding the date below, an annual income to the value of £170,000.00 or more;
2. I held, throughout the financial year immediately preceding the date below, net assets to the value of £430,000.00 or more. Net assets for these purposes do not include:
   1. the property which is my primary residence, or any loan secured on that residence;
   2. any rights of mine, under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or 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.

If you have any doubt about any aspect of this notice or have other questions, please do not hesitate to contact us by the following means: –

(I) Email at compliance@kingsburyandpartners.ae

(II) Writing using this address:

1. Kingsbury & Partners
2. Level 3 & 5, One Central,
3. The Offices 3, Dubai World Trade Centre,
4. Sheikh Zayed Road
5. PO Box 9573,
6. Dubai, United Arab Emirates

You have the right to withdraw from being treated as a Professional Investor, at any time in respect of any investment products or markets or any part thereof by giving written notice to us not less than fourteen (14) business days prior to the proposed effective date of the withdrawal. Please inform us in writing immediately if you find yourself no longer within the definition of a ‘Professional Investor’, a ‘Certified Sophisticated Investor’, a ‘Self-Certified Sophisticated Investor’, or a ‘High-Net-Worth Investor’ within the meaning of Securities & Commodities Authority, Regulations Manual, Article (5) and the Financial Conduct Authority’s Financial Services & Markets Act (2000), Financial Promotions Order, Articles 48, 50 and 50A respectively.

This notice and any dispute arising from this notice shall be interpreted and governed by the laws of the Dubai International Financial Centre (‘’DIFC’’).