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Understanding wholesale investing

Understanding wholesale investing

Wholesale investment offers can offer attractive returns. However, they are aimed at experienced investors, as they don’t offer the same protections as retail investments, which are open to the general public. Wholesale investments are also designed for those who have relatively large sums to invest.

A wholesale investor is a term defined in law and designated by New Zealand’s Financial Markets Authority (FMA) as people or organisations who have sufficient investment experience that they don’t require disclosure to assess the risks of investments. This is to prevent retail investors from making investment decisions they don’t fully understand and to protect them from potentially negative investment outcomes.

 

Qualifying as a wholesale investor

There are four ways for a person or organisation to qualify as a wholesale investor for all offers of financial products (the qualifications are slightly different regarding a particular offer). The qualifications include being:

  • an investment business

  • meeting the criteria in law to qualify as a habitual or experienced investor

  • a ‘large’ investor

  • a Government Agency.

The investment business qualification generally applies to an entity whose main business is investing in financial products, or they’re a registered bank, or a financial adviser. An individual can also qualify under the investment business criteria if they have a professional certification or adequate experience in finance.

A habitual, or experienced investor generally means they have at least $1 million invested in certain financial products.

Being qualified as a large investor means an individual or entity that has net assets or turnover of at least $5 million for the past two financial years.

The final way to qualify as a wholesale investor is through investment activity. This qualification requires an entity to have owned a financial portfolio worth at least $1 million or have carried out transactions to buy financial products worth over $1 million in the past two years. This qualification also applies to investment professionals involved in investment decision-making for at least two years, within the previous ten years.

An investor can also qualify as an eligible wholesale investor in relation to a particular offer of financial products through self-certification. This means you have sufficient experience acquiring or disposing of the financial product offered in a particular transaction to understand the information provided. To become an eligible investor, a financial adviser, qualified statutory accountant, or lawyer must sign the certification stating they are satisfied with your understanding of self-certification, including the potential consequences.

The difference between wholesale and retail investing

Having defined and outlined the qualifications of wholesale investing, it’s also important to understand who qualifies as a retail investor. A retail investor is a non-professional investor who invests their own money, often through brokerage firms. They also generally trade in much smaller amounts than professional investors.

There are many retail (so-called ‘mom and pop’) investors. For example, in the U.S., they account for up to 25% of the total stock market. Despite this group of investors accounting for a reasonably large volume of the capital invested here in New Zealand too, they don’t qualify as wholesale investors. This is because they generally lack the funds and experience to meet the eligibility criteria.

Wholesale investment risks

The FMA has powers to help protect investors who participate in retail investment offers like stocks and bonds. As a result of this oversight, retail investments have a number of requirements to meet to ensure full disclosure of the investment and its risks.

On the other hand, wholesale investment products are not obliged to follow the same strict guidelines provided by the FMA. This means a provider can potentially limit disclosure and they don’t have to provide ongoing information about the investment’s continued performance.

Because of this, wholesale investors should ensure they have all the information necessary to make a decision about a particular investment and they shouldn’t rely solely on the investment provider to do this. It’s also recommended that new wholesale investors should seek further, expert advice on any offers they’re considering.

These differences in disclosure and oversight create additional risks for wholesale investors vs retail investors, which highlights why there are strict criteria for individuals or entities to qualify as wholesale investors.

Fair dealing requirements for wholesale investment products

Although wholesale investment products don’t fall under the same level of regulation as retail products, any offer must still conform with ‘fair dealing’ requirements. These ensure that the offer provider must not engage in misleading or deceptive conduct concerning their offer, including any documents and advertisements.

These fair dealing requirements mean measures are in place to protect wholesale investors against malicious investment offers. The critical difference is that the investor must be able to assess the information provided to them, in order to ensure that the offer aligns with their investment expectations and goals.

If you wish to express interest in the Mates Invest Investment Fund, get in touch today for a no-obligation chat. This opportunity is currently only open to wholesale investors who hold New Zealand passports. Some investment mandates and criteria apply.

Media Contacts

Courtney Harrison

Courtney Harrison
Compliance & Communications

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