(1) The financial promotion restriction does not apply to any non-real time communication or solicited real time communication which is communicated -

(a) by, or on behalf of, a body corporate ("A") that is not an open-ended investment company; and

(b) to persons whom the person making or directing the communication believes on reasonable grounds to be persons to whom paragraph (2) applies,

and which relates only to a relevant investment which is issued or to be issued by A, or by an undertaking ("U") in the same group as A that is not an open-ended investment company.

(2) This paragraph applies to -

(a) a creditor or member of A or of U;

(b) a person who is entitled to a relevant investment which is issued, or to be issued, by A or by U;

(c) a person who is entitled, whether conditionally or unconditionally, to become a member of A or of U but who has not yet done so;

(d) a person who is entitled, whether conditionally or unconditionally, to have transferred to him title to a relevant investment which is issued by A or by U but has not yet acquired title to the investment.

(3) "Relevant investment" means -