A sophisticated investor is someone who meets at least one of the following criteria: Has been a member of a network or syndicate of business angels for at least the six months preceding the date of the certificate Has made more than one investment in an unlisted company in the two years preceding that date Has worked, in the two years preceding that date, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises Has been, in the two years preceding that date, a director of a company with an annual turnover of at least £1 million The certificate is in a prescribed format and the promotion must include warnings similar to those for a high net worth individual. Basically the exemption allows promotions about the purchase of shares in unlisted companies.