Wholesale Investors

Centuria may offer certain investments that are only open to “Wholesale Investors” as defined in clause 3 of Schedule 1 of the Financial Markets Conduct Act 2013. To invest in these offers, a wholesale investor needs to fall within one of the categories listed below. If an offer is only open to wholesale investors, this will be clearly stated on the offer document.

Wholesale Investor Requirements (New Zealand)

In addition to government agencies, the following persons are considered to be a wholesale investor under the Financial Markets Conduct Act:

• A person who is an investment business.
• A person who meets the investment activity criteria.
• A person who is large.
• A person who is an eligible investor.
• A person who invests at least NZ$750,000 in the offer.

Further detail on the above categories is set out below.

A person who is an investment business:

In addition to banks, non-bank deposit takers, licensed insurers, licensed managers, derivatives issuers and financial advisers, this category encompasses entities whose principal business consists of any of the following:

• Investing in financial products;
• Acting as an underwriter;
• Providing a financial advice, client money or property service; or
• Trading in financial products on behalf of other persons.

A person who meets the investment activity criteria;

• They (or the entities they control) own (or during the previous 2 year period have owned) a portfolio of financial products of a total value of at least $1 million;
• They (or the entities they control) have (or during the previous 2 year period have) carried out transactions to acquire financial products where the total amount payable was at least $1 million; or
• They, within the last 10 years, have been employed or engaged in an investment business and have, for at least 2 years during that 10 year period, participated to a material extent in the investment decisions made by the investment business.

In counting financial products towards the $1 million threshold, bank deposits, bonus bonds, building society investments (and other similar investments) as well as interests in a retirement scheme (e.g. KiwiSaver or other superannuation scheme) cannot be counted. Any products offered by the investor’s associated persons are also excluded.

A person who is large;

As at the last day of the 2 most recently completed financial years, they and their controlled entities had net assets exceeding $5 million; or

• In the 2 most recently completed financial years, they and their controlled entities had consolidated turnover which exceeded $5 million.

A person who is an eligible investor:

Eligible investors are investors who self-certify that:

• They have previous experience to assess the merits of the transaction, their information needs and the adequacy of the information provided; and
• They understand the consequences of certifying themselves to be an eligible investor,

Their certificate must set out the grounds for the above certification.

In addition, a financial adviser, qualified statutory accountant or lawyer must sign a written confirmation of the above certification. That person must not sign the certificate, unless having considered the investor’s grounds for their certificate:

• They are satisfied the investor has been sufficiently advised of the consequences of the certification; and
• Have no reason to believe that the certification is incorrect or that further information or investigation is required.

A person who invests at least NZ$750,000 in the offer.