The Qualified Investor Register (QIR)
The Prospectus Directive (PD) will be implemented in the UK on 1 July 2005. Issuers/offerors are exempt from the obligation to produce a prospectus under the PD where offers of securities are made only to Qualified Investors (QIs).
QIs are legal entities authorised to operate in the financial markets (e.g. investment firms and insurance companies), governments, supranational institutions, as well as natural persons and Small and Medium sized Enterprises (SMEs) that certify that they meet the required criteria.
The PD allows the FSA to maintain a register of QIs which must then be available to all issuers and offerors. The information held on the Qualified Investor Register (QIR) is solely to facilitate the issuance of securities without the requirement to publish a prospectus under the PD.
Natural Persons and SMEs can only be recognised as QIs if they meet the criteria specified below and are registered on the QIR.
QIs will be removed from the QIR annually (30 June) and so QIs must specifically request that their details appear on the new register every year. Amendments can be carried out at any time by contacting our Register Team.
The following will help you register as a QI or obtain a copy of the QIR.
Natural persons seeking inclusion on the Qualified Investor Register
We rely on investors to self-certify. However, you must meet at least two of the following three criteria to qualify for inclusion on the QIR:
- You must have carried out transactions of a significant size (at least EUR 1,000) on securities markets at an average frequency of, at least, ten per quarter for the last four quarters.
- Your security portfolio exceeds EUR 0.5 Mn.
- You work – or have worked for at least one year – in the financial sector in a professional position which requires knowledge of securities investment.
If you are unsure whether you meet the criteria we recommend that you seek advice before proceeding with this application.
To apply to go on the register, use Application Form B below. This consists of both the application form and the self-certification form.
Please note that the QIR is only available to issuers/offerors or their agents and exclusively for the purpose of making an offer of securities to you as a QI.
Should you have any questions regarding the QI certification process please email our Register Team.
The application form should be returned to the Register Team, 25 The North Colonnade, Canary Wharf, London, E14 5HS.
Small and Medium Size Enterprises (SME) seeking inclusion on the Qualified Investor Register
We rely on SMEs to self-certify. However, at least two of the following three criteria must be fulfilled to qualify for inclusion on the QIR:
- Average number of employees is less than 250.
- Total balance sheet does not exceed EUR 43,000,000.
- Annual net turnover does not exceed EUR 50,000,000.
If you are unsure whether you meet the criteria we recommend that you seek advice before proceeding with this application.
To apply to be placed on the QIR use Application Form B below. This consists of both the application form and the self-certification form.
Please note that the QIR is only available to issuers/offerors or their agents and exclusively for the purpose of making an offer of securities to you as a QI.
Should you have any questions regarding the QI certification process please email our Register Team.
The application form should be returned to the Register Team, 25 The North Colonnade, Canary Wharf, London, E14 5HS.
Issuers/Offerors seeking access to the Qualified Investor Register
The information held on the QIR is to be used solely for issuing securities without publication of a prospectus (see the terms of consent in the application form for inclusion in the QIR and the terms of access in the application form for access to the register).
The following information is included on the QIR for individuals:
- QI's name;
- QI unique reference number;
- a contact address (this can be the address of their representative/legal, financial or other adviser or a P.O. Box address) or broker name and identification number with that broker.
The following information is included on the QIR for SMEs:
- company name;
- contact name and position; and
- registered office address.
To obtain a copy of the register please use Application Form C below. The QIR is provided on a spreadsheet and sent out by email (no alternative available) and an administration charge applies (£25 or £150 plus VAT, see application form for details). If a QI removes themselves from the register within 31 days of us sending you a copy we will send you the amended QIR.
Please note that using the information held on the QIR for any other purpose than to facilitate issuance of securities without publication of a prospectus under the PD contravenes the Prospectus Rules under Part VI of FSMA and section 348 of FSMA and may result in a fine or imprisonment or both.
If you have any queries relating to the registration process or the use of the QIR please email our Register Team.
The application form should be returned to the Register Team, 25 The North Colonnade, Canary Wharf, London, E14 5HS.
