Can someone please define who, and what are the "Sophisticated...

Can someone please define who, and what are the "Sophisticated Investors"? Institutional Investors I can understand. Furthermore, the issue is said to be "subject to shareholders approval" As a shareholder I cannot recall a request for consent? Then it states "has been completed". Why do the Sophs get preferred to the faithful shareholders???? Underwriters would be the majority shareholder by far. Having gained underwriters consent, did new issue proceed with Sophs getting benefit of 1 for 2 free option.