non-retail financial instrument

94a financial instrument in respect of which the conditions in either paragraphs (1)(a) and (b) or (2) are met:

(1)

1. (a) the marketing materials for the financial instrument (including the prospectus, if there is one) feature prominent and clear disclosures to the effect that the financial instrument:
   1. (i) is being offered only to investors eligible for categorisation as professional clients or eligible counterparties under the FCA’s rules; and
   1. (ii) is not intended for retail customers;
1. (b) the issuer of the financial instrument or, in relation to secondary market offers, the distributor, has taken reasonable steps to ensure that the offer and any associated promotional communications are directed only to investors eligible for categorisation as professional clients or eligible counterparties;

(2) a minimum denomination or otherwise a minimum investment of £50,000 applies to the financial instrument, or equivalent amount for a financial instrument denominated in another currency, where the equivalent amount is calculated not more than three business days before the date the financial instrument was first issued.