“Sophisticated Investors” –

Where the minimum amount payable for the securities on acceptance of the offer to whom the offer is made is at least $500,000; or

The amount payable for the securities on acceptance by the person to whom the offer is made and the amounts previously paid by the person for the body’s securities of the same class that are held by that person add up to at least $500,000; or

It appears from a certificate by a qualified accountant no more than 6 months before the offer is made that the person to whom the offer is made has assets of at least $2.5 million or an income of at least $250,000 per annum over the past two years

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