Swedish semi-professional investors – who are they and how to reach them?
EEA-based AIF-managers have a great opportunity to reach an important segment of investors in Sweden: the semi-professionals. What is the definition of such investors and how can managers reach them?
By virtue of the AIFM Directive (AIFMD), all EU member states may adopt national rules regulating marketing of AIFs towards non-professional investors. Sweden has, in the AIF Act (Sw. laif), implemented such rules on marketing towards both the retail-segment and high net-worth individuals with investment experience – hereinafter referred to as semi-professionals. Subsequently, semi-professional investors may be reached both through an ordinary AIF and through an EuVECA fund; although the former is limited to marketing in Sweden only, and the latter opens for marketing within the EU.
According to the Swedish AIF Act and the EuVECA Regulation, an investor is semi-professional if it:
- Commits to invest at least a minimum of EUR 100.000, and
- States in writing that it is aware of the risks associated with the envisaged commitment or investment.
How to reach Swedish semi-professionals through a Swedish AIF
Registered and authorised EEA-based AIF-managers may apply to the Swedish FSA for marketing towards Swedish semi-professional investors. A few requirements are imposed on the fund. Firstly, it cannot grant investors a right to redemption for five years from the first investment. Secondly, it must generally invest to obtain control unless it invests in small- and medium enterprises (SME) and real estate SPVs (more about the control requirement- and the important exemption in our next article, stay tuned!).
How to reach European semi-professionals through an EuVECA fund
The EuVECA Regulation allows a registered EU-based manager mainly investing in the SME- segment, to market its funds in all EU countries. An EuVECA manager must use the EuVECA designation on its funds in order to benefit from the EuVECA regime.
An EuVECA can be marketed towards professional investors and semi-professional investors domiciled in the EU, without the manager having to obtain a marketing approval in each jurisdiction – it can be done only by virtue of registering the fund by the manager’s home jurisdiction FSA.
Note that the EuVECA Regulation is not yet implemented in the EEA Agreement, and therefore not implemented in Norwegian legislation. Because of this, Norwegian AIF-managers are not yet able to benefit from the regime. It is as of this date still unclear when the regulation will enter into force in Norway.
Whether to choose to reach Swedish semi-professional investors through a national AIF or an EuVECA-fund depends on several factors.
If choosing the national AIF set-up, the manager needs to apply for a marketing approval by the Swedish FSA. The downside is that the fund only can be marketed in Sweden, this must not be confused with passporting of marketing access, but the upside is less diversification-requirements regarding investments as opposed to the EuVECA set-up.
Depending on the manager’s preferences, the diversification requirements imposed on investments could be seen as a downside with choosing the EuVECA set-up. An absolute upside is that the structure can accommodate semi-professional investors from all over EU without requiring a marketing approval in every single EU country.
An indisputable upside with both set-ups: reaching semi-professional investors!
Oslo/Stockholm, January 18, 2018