A sophisticated investor is an investor who possesses the awareness of the risks associated with investing in capital markets and adequate resources to undertake those risks without exposing itself to excessive financial consequences. Sophisticated investors may be categorised as such if they meet the identification criteria set out in this Section, and if the procedure set out in Section II is followed.
The following natural and legal persons shall be regarded as sophisticated investors in all services offered by crowdfunding service providers in accordance with this Regulation:
Legal persons meeting at least one of the following criteria:
(a)
own funds of at least EUR 100 000;
(b)
net turnover of at least EUR 2 000 000;
(c)
balance sheet of at least EUR 1 000 000.
Natural persons meeting at least two of the following criteria:
(a)
personal gross income of at least EUR 60 000 per fiscal year, or a financial instrument portfolio, defined as including cash deposits and financial assets, that exceeds EUR 100 000;
(b)
the investor 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, or the investor has held an executive position for at least 12 months in a legal person as referred to in point (1);
(c)
the investor has carried out transactions of a significant size on the capital markets at an average frequency of 10 per quarter, over the previous four quarters.
II. Request for being treated as a sophisticated investor
Crowdfunding service providers shall make available to their investors a template that they may use to submit a request to be treated as a sophisticated investor. The template shall contain the identification criteria set out in Section I and a clear warning specifying the investor protection that a sophisticated investor will lose as a consequence of being classified as such.
A request to be treated as a sophisticated investor shall contain the following items:
An attestation specifying the identification criteria set out in Section I that the requesting investor meets;
A statement that the requesting investor is aware of the consequences of losing the investor protection attached to the status of non-sophisticated investors;
A statement that the requesting investor remains liable for the veracity of the information provided in the request.
The crowdfunding service provider shall take reasonable steps to ensure that the investor qualifies as a sophisticated investor and shall implement appropriate written internal policies to categorise investors. The crowdfunding service provider shall approve the request unless it has reasonable doubts that the information provided in the request is correct. The crowdfunding service provider shall explicitly notify investors when their status is confirmed.
The approval referred to in the third paragraph shall have a validity of two years. Investors that wish to maintain their sophisticated investor status after the expiry of the period of validity shall submit a new request to the crowdfunding service provider.
Sophisticated investors shall be responsible for keeping the crowdfunding service provider informed of any change which could affect their categorisation. Where the crowdfunding service provider becomes aware that the investor no longer fulfils the initial conditions which made the investor eligible for being treated as a sophisticated investor, the crowdfunding service provider shall inform the investor that he or she will be treated as a non-sophisticated investor.
III. Sophisticated investors that are professional clients
By way of derogation from the procedure set out in Section II of this Annex, entities referred to in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU shall be regarded as sophisticated investors if they provide proof of their status of professionals to the crowdfunding service provider.# Table 1 in anx_I
(a)
Identity, legal form, ownership, management and contact details;
Table 2 in anx_I
(b)
All natural and legal persons responsible for the information given in the key investment information sheet. In the case of natural persons, including members of the project ownerâs administrative, management or supervisory bodies, indicate the name and function of the natural person; in the case of legal persons, indicate the name and the registered office.The following responsibility statement:âThe project owner declares that, to the best of its knowledge, no information has been omitted or is materially misleading or inaccurate. The project owner is responsible for the preparation of this key investment information sheet.â;
Table 3 in anx_I
(c)
Principal activities of the project owner; products or services offered by the project owner;
Table 4 in anx_I
(d)
A hyperlink to the most recent financial statements of the project owner, if available;
Table 5 in anx_I
(e)
Key annual financial figures and ratios for the project owner for the last three years, if available;
Table 6 in anx_I
(f)
Description of the crowdfunding project, including its purpose and main features.
Table 7 in anx_I
(a)
Minimum target capital to be raised or target funds to be borrowed in a single crowdfunding offer and the number of offers that have been completed by the project owner or crowdfunding service provider for the crowdfunding project;
Table 8 in anx_I
(b)
Deadline for reaching the target capital to be raised or the target funds to be borrowed;
Table 9 in anx_I
(c)
Information on the consequences if the target capital is not raised or the target funds are not borrowed by the deadline;
Table 10 in anx_I
(d)
The maximum offer amount when different from the target capital or the target funds referred to in point (a);
Table 11 in anx_I
(e)
Amount of own funds committed to the crowdfunding project by the project owner;
Table 12 in anx_I
(f)
Change of the composition of the project ownerâs capital or loans related to the crowdfunding offer;
Table 13 in anx_I
(g)
The existence and conditions of a pre-contractual reflection period for non-sophisticated investors.
Table 14 in anx_I
(a)
Total amount and type of transferable securities or admitted instruments for crowdfunding purposes to be offered;
Table 15 in anx_I
(b)
Subscription price;
Table 16 in anx_I
(c)
Whether oversubscriptions are accepted and how they are allocated;
Table 17 in anx_I
(d)
Terms of subscription and payment;
Table 18 in anx_I
(e)
Custody and delivery of transferable securities or admitted instruments for crowdfunding purposes to investors;
Table 19 in anx_I
(f)
Where the investment is secured by a guarantee or a collateral:(i)whether the guarantor or the collateral provider is a legal person;(ii)the identity, legal form and contact details of the guarantor or the collateral provider;(iii)information on the nature and the terms of the guarantee or the collateral;
(i)
whether the guarantor or the collateral provider is a legal person;
(ii)
the identity, legal form and contact details of the guarantor or the collateral provider;
(iii)
information on the nature and the terms of the guarantee or the collateral;
(i)
whether the guarantor or the collateral provider is a legal person;
(ii)
the identity, legal form and contact details of the guarantor or the collateral provider;
(iii)
information on the nature and the terms of the guarantee or the collateral;
Table 20 in anx_I
(i)
whether the guarantor or the collateral provider is a legal person;
Table 21 in anx_I
(ii)
the identity, legal form and contact details of the guarantor or the collateral provider;
Table 22 in anx_I
(iii)
information on the nature and the terms of the guarantee or the collateral;
Table 23 in anx_I
(g)
Where applicable, a firm commitment to buy back the transferable securities or admitted instruments for crowdfunding purposes and the time period for such a buy-back;
Table 24 in anx_I
(h)
For non-equity instruments, the nominal interest rate, the date from which interest becomes payable, the due dates for interest payments, the maturity date and the applicable yield.
Table 25 in anx_I
(a)
Whether there is an SPV interposed between the project owner and the investor;
Table 26 in anx_I
(b)
Contact details of the SPV.
Table 27 in anx_I
(a)
Key rights attached to the transferable securities or admitted instruments for crowdfunding purposes;
Table 28 in anx_I
(b)
Restrictions to which the transferable securities or admitted instruments for crowdfunding purposes are subject, including shareholder agreements or other arrangements preventing their transferability;
Table 29 in anx_I
(c)
Description of any restrictions on the transferring of the transferable securities or admitted instruments for crowdfunding purposes;
Table 30 in anx_I
(d)
Opportunities for the investor to exit the investment;
Table 31 in anx_I
(e)
For equity instruments, distribution of capital and voting rights before and after the capital increase resulting from the offer (assuming that all the transferable securities or admitted instruments for crowdfunding purposes will be subscribed).
Table 32 in anx_I
(a)
The nature, duration and terms of the loan;
Table 33 in anx_I
(b)
The applicable interest rates or, where applicable, other compensation to the investor;
Table 34 in anx_I
(c)
Risk mitigation measures, including the existence of collateral providers or guarantors or other types of guarantees;
Table 35 in anx_I
(d)
The schedule for the repayment of the principal and payment of interest;
Table 36 in anx_I
(e)
Any default on credit agreements by the project owner within the past five years;
Table 37 in anx_I
(f)
The servicing of the loan, including in situations where the project owner does not meet its obligations.
Table 38 in anx_I
(a)
Fees charged to, and the costs incurred by, the investor in relation to the investment, including administrative costs resulting from the sale of admitted instruments for crowdfunding purposes;
Table 39 in anx_I
(b)
Where and how additional information about the crowdfunding project, the project owner and the SPV can be obtained free of charge;
Table 40 in anx_I
(c)
How and to whom the investor may address a complaint about the investment or about the conduct of the project owner or the crowdfunding service provider.
Table 41 in anx_I
(a)
Identity, legal form, ownership, management and contact details of the crowdfunding service provider;
Table 42 in anx_I
(b)
The minimum and maximum interest rate of loans that may be available to investorsâ individual portfolios;
Table 43 in anx_I
(c)
The minimum and maximum maturity date of loans that may be available to investorsâ individual portfolios;
Table 44 in anx_I
(d)
Where used, the range and distribution of risk categories that loans fall into, as well as the default rates and a weighted average interest rate per risk category with a further break down by the year in which the loans were granted through the crowdfunding service provider;
Table 45 in anx_I
(e)
The key elements of the internal methodology for credit risk assessment of the individual crowdfunding projects and for defining the risk categories;
Table 46 in anx_I
(f)
If a target rate of return on investment is offered, an annualised target rate and the confidence interval of this annualised target rate over the investment period, taking into account fees and default rates;
Table 47 in anx_I
(g)
Procedures, internal methodologies and criteria for selection of the crowdfunding projects to the individual portfolio of loans for the investor;
Table 48 in anx_I
(h)
Coverage and conditions of any applicable capital guarantees;
Table 49 in anx_I
(i)
The servicing of portfolio loans, including in situations where a project owner does not meet its obligations;
Table 50 in anx_I
(j)
Risk diversification strategies;
Table 51 in anx_I
(k)
Fees to be paid by the project owner or the investor, including any deduction from the interest to be paid by the project owner.
Table 1 in anx_II
(1)
Legal persons meeting at least one of the following criteria:(a)own funds of at least EURÂ 100Â 000;(b)net turnover of at least EURÂ 2Â 000Â 000;(c)balance sheet of at least EURÂ 1Â 000Â 000.
(a)
own funds of at least EURÂ 100Â 000;
(b)
net turnover of at least EURÂ 2Â 000Â 000;
(c)
balance sheet of at least EURÂ 1Â 000Â 000.
(a)
own funds of at least EURÂ 100Â 000;
(b)
net turnover of at least EURÂ 2Â 000Â 000;
(c)
balance sheet of at least EURÂ 1Â 000Â 000.
Table 2 in anx_II
(a)
own funds of at least EURÂ 100Â 000;
Table 3 in anx_II
(b)
net turnover of at least EURÂ 2Â 000Â 000;
Table 4 in anx_II
(c)
balance sheet of at least EURÂ 1Â 000Â 000.
Table 5 in anx_II
(2)
Natural persons meeting at least two of the following criteria:(a)personal gross income of at least EUR 60 000 per fiscal year, or a financial instrument portfolio, defined as including cash deposits and financial assets, that exceeds EUR 100 000;(b)the investor 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, or the investor has held an executive position for at least 12 months in a legal person as referred to in point (1);(c)the investor has carried out transactions of a significant size on the capital markets at an average frequency of 10 per quarter, over the previous four quarters.
(a)
personal gross income of at least EURÂ 60Â 000 per fiscal year, or a financial instrument portfolio, defined as including cash deposits and financial assets, that exceeds EURÂ 100Â 000;
(b)
the investor 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, or the investor has held an executive position for at least 12 months in a legal person as referred to in point (1);
(c)
the investor has carried out transactions of a significant size on the capital markets at an average frequency of 10 per quarter, over the previous four quarters.
(a)
personal gross income of at least EURÂ 60Â 000 per fiscal year, or a financial instrument portfolio, defined as including cash deposits and financial assets, that exceeds EURÂ 100Â 000;
(b)
the investor 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, or the investor has held an executive position for at least 12 months in a legal person as referred to in point (1);
(c)
the investor has carried out transactions of a significant size on the capital markets at an average frequency of 10 per quarter, over the previous four quarters.
Table 6 in anx_II
(a)
personal gross income of at least EURÂ 60Â 000 per fiscal year, or a financial instrument portfolio, defined as including cash deposits and financial assets, that exceeds EURÂ 100Â 000;
Table 7 in anx_II
(b)
the investor 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, or the investor has held an executive position for at least 12 months in a legal person as referred to in point (1);
Table 8 in anx_II
(c)
the investor has carried out transactions of a significant size on the capital markets at an average frequency of 10 per quarter, over the previous four quarters.
Table 9 in anx_II
(1)
An attestation specifying the identification criteria set out in Section I that the requesting investor meets;
Table 10 in anx_II
(2)
A statement that the requesting investor is aware of the consequences of losing the investor protection attached to the status of non-sophisticated investors;
Table 11 in anx_II
(3)
A statement that the requesting investor remains liable for the veracity of the information provided in the request.