40(a) If all the conditions set out in (c) are met, a communication is to be regarded as "directed only at" a certain group of persons.
(b) In any other case in which one or more of those conditions are met, that fact is to be taken into account in determining whether the communication is "directed only at" a certain group of persons (but a communication may still be regarded as so directed even if none of the conditions in (c) are met).
(c) The conditions are that:
(i) the communication includes an indication of the description of persons to whom it is directed and an indication of the fact that the investment or service to which it relates is available only to such persons;
(ii) the communication includes an indication that persons of any other description should not rely upon it;
(iii) there are in place proper systems and procedures to prevent recipients other than persons to whom it is directed engaging in the investment activity, or participating in the collective investment scheme, to which the communication relates with the person directing the communication, a close relative of his or a member of the same group.