What you should know
Financial Services Guide
This Financial Services Guide (FSG) is provided to you to the extent that our activities (in relation to our website or services) involve the provision of financial services as defined in the Corporations Act 2001 (Cth) (Corporations Act).
This FSG is dated 19 October 2018 and has been prepared to assist you in deciding whether to use any of the financial services offered by Sharequity Pty Ltd (Sharequity). Sharequity is an authorised representative (No.1259224) of Australian Financial Services (AFS) licensee, Big Start Pty Ltd (AFS Licensee No. 474592) (Big Start). It describes our services, how we are remunerated, our associations, our professional indemni ty insurance and how we will handle any complaints you may have (among other things).
We do not provide personal advice. If you require personal financial product advice we can refer you to, or recommend you contact, an AFS licensee who is authorised to provide personal financial product advice.
Purpose of this FSG
The purpose of this FSG is to define the roles and responsibilities of Sharequity when it provides retail clients with financial services as described in this FSG. In particular, this FSG contains the following information, without limitation:
- documents that you should read in relation to offers made available by, or from us;
- the financial services we provide and the financial products to which those services relate;
- how we (Sharequity), our staff and other relevant persons are remunerated for the financial services offered;
- the associations or relationships between us and any issuers of financial products or other related persons that might influence how we provide financial services;
- how you can contact us and give us instructions; and
- how complaints are dealt with.
In deciding whether to invest in a crowd-sourced funding (CSF) offer (CSF Offer) or other capital raising offer, you must read the relevant CSF offer document, disclosure document, product disclosure statement (PDS) or other offer document relating to that offer in full. Should you invest in a CSF Offer, you will have a 5 business day cooling off period from when you apply to invest in the CSF Offer, and you will have a 30 day withdrawal period from the time when a supplementary or replacement CSF offer document is published in respect of the CSF Offer, if a CSF offer document has been found to be defective (or as otherwise provided for under the Corporations Act).
If you are classified as a sophisticated investor, experienced investor or wholesale investor under s708, s761G or s761GA of the Corporations Act, you may be eligible to participate in offers that are only available to ‘wholesale clients’ as that term is defined under the Corporations Act. Protections available to retail clients under the Corporations Act will not be available in respect of those offers and the offers will not be made under an offer document, disclosure document or PDS.
Our Authorised Services
Sharequity is authorised to provide the following financial services under the Big Start AFS licence:
- General financial product advice on basic deposit products, interests in managed investment schemes including investor directed portfolio services, securities and superannuation (including self managed superfunds (SMSFs);
- Deal in a financial product by arranging for another person to issue interests in managed investment schemes (excluding investor directed portfolio services) and securities;
- Deal in a financial product by arranging for, acquiring, varying or disposing of a financial product on behalf of another person in respect of basic deposit products, interests in managed investment schemes including investor directed portfolio services, securities and superannuation (including SMSFs); and
- Provide a crowd-sourced funding service for fully paid ordinary shares of an eligible CSF company by publishing CSF Offers on a platform operated by our ASF Licensee titled, and accessed via, sharequity.com.au (Website),
to both retail and wholesale clients.
Further Information in relation to our CSF Services
As set out above, Sharequity is authorised to provide an equity CSF service in Australia, under which eligible companies (CSF Issuers) seek to raise capital through a CSF Offer on the Sharequity website (Website).
Where a CSF Offer is published on our website, the name of the CSF Issuer, the nature of their business and the details of the CSF Offer (among other information) are displayed on the Website.
Sharequity provides a CSF service to persons who use the Application Facility (available from the Website) to make an application for the CSF Offer. This service is provided from the time the person first uses the Application Facility to make an application pursuant to a CSF Offer.
Sharequity also provides a CSF service to a company making a CSF Offer, (the CSF Issuer). This CSF service is provided from the time the CSF Issuer enters into a Hosting Agreement with Sharequity in relation to the CSF Offer.
The terms under which Sharequity provides CSF services are set out in the following documents:
- General Terms and Conditions of Use;
- Investor Agreement;
- Hosting Agreement.
Under CSF Offers, investors apply for fully paid ordinary shares in the capital of a CSF Issuer who is ‘eligible’ as provided for under the Corporations Act.
The CSF service provides a process for CSF Offers to be published on our Website, and a process for verifying the identity and eligibility of a proposed CSF Issuer, CSF Offer, CSF Offer Document and Investors in accordance with Sharequity’s gatekeeper obligations and obligations as an authorised representative of Big Start.
Upon publication of a CSF Offer, we assist CSF Issuers and investors by managing applications in relation to the CSF Offers, facilitating an Application and Communication facility on our Website, administering retail investor protections (such as cooling off rights, investor caps and withdrawal rights) and the suspension, replacement and closure of CSF Offers (among other things).
How can you deal with us?
Investors may invest in offers through our Website by registering with Sharequity and setting up a user account.
To make an investment:
- the Investor creates an investor account and verifies his or her identity;
- the Investor is able to view details of all current Offers which have not yet closed, been suspended or withdrawn (subject to them evidencing they are a sophisticated investor (or an investor who is otherwise exempt from the disclosure requirements set out in the Corporations Act);
- the Investor confirms the amount they wish to apply for, provided that it meets the minimum investment amount specified in the offer and does not exceed any applicable retail investor caps and otherwise complies with the terms of the offer;
- the Investor will be provided with a copy of the Investor Agreement and a risk acknowledgment and asked to provide a digital signature to evidence its acceptance of the terms of the Investor Agreement and risk acknowledgment (for all CSF Offers);
- for a CSF Offer, the Investor will be asked to pay the subscription amount through the Application Facility and will be directed to a payment page which will authorise Sharequity to debit the subscription amount from the Investor’s nominated bank account; Sharequity will debit the subscription amount from the Investor’s nominated bank account within the period set out in the Investor Agreement.
- for all other offers, the Investor may be provided alternate offline application and/or payment options.
Under a CSF Offer, all subscription monies will be held in a trust account until the CSF Offer is completed. If the CSF Offer completes, the CSF Issuer will issue shares to the Investors (whose applications have been accepted) and Sharequity will transfer the subscription monies from the trust account to the CSF Issuer (less any fees owing to it by the CSF Issuer). If the CSF Offer is unsuccessful or does not complete, the subscription amounts will be returned in full to the Investors (without interest) as soon as practicable, and in any event, within 14 days of Sharequity advising the Investors that the CSF Offer was unsuccessful or closed but was not complete.
As set out above, all subscription monies under a CSF Offer are held in trust until a CSF Issuer’s CSF Offer has successfully completed. Any interest earned on these funds will be retained by Big Start and Sharequity in consideration for the costs associated with processing the transaction. Funds held in trust are acknowledged to be third party funds held on trust and will not be used to offset any amounts owed by us.
Retail Investor Cooling Off Rights for CSF Offers
All investors who are not sophisticated, professional or experienced investors under sections 708, 761G or 761GA of the Corporations Act (i.e. retail investors) have the right to reconsider their investment and withdraw their application for a CSF Offer within 5 business days of making an application. Details of how to request a withdrawal are found on your dashboard on the Website under Investment Requests. Where you exercise this right, we will refund the subscription amount as soon as practicable.
How we are paid
We may receive success fees, which are paid to us by a CSF Issuer upon successful completion of their CSF Offer. These fees are usually calculated as a percentage of the total amount raised by the CSF Issuer via the Website. The amount paid to Sharequity by CSF Issuers will vary from time to time.
In addition, we may, by agreement, agree to a different remuneration structure in relation to general handling, consulting and or service fees or additional products and services provided by us to the CSF Issuer and for payment of the costs of third parties involved in the preparation of an CSF Offer, CSF offer document or other due diligence documents. The amount of such fees will be specified in the agreement between the CSF Issuer and us when the CSF Issuer engages us to provide services to it.
In certain circumstances, we may receive a portion of our fees in securities of the CSF Issuer.
You may make a written request for the particulars of any remuneration, commission or benefits payable to Sharequity in respect of a particular product or service.
Sharequity does not charge fees to investors that invest in CSF Offers offered through our Website. If you require any clarification as to these arrangements please do not hesitate to contact us (our contact details are set out below).
Sharequity may pay commissions, or other benefits, to parties who refer investors or CSF Issuers to Sharequity, this may be a one-off or recurring payment and may vary from transaction to transaction. Typically this fee will be calculated as a percentage of the total value of financial products acquired by the person referred in relation to a CSF Offer.
Who we pay?
Our directors, employees and contractors are renumerated in the following ways;
- Salaries – we will pay our directors, employees and contractors an annual salary based on hours worked; and
- Bonuses – we may pay a discretionary bonus to our directors, employees and contractors based on their individual performance and the overall performance of Sharequity.
Sharequity, its employees, representatives and associates may invest in CSF Issuers and CSF Offers which are published on Sharequity’s Website. Sharequity, its employees, representatives and associates may hold personal accounts on the Website. When this occurs, Sharequity has procedures in place to ensure the independence of the CSF Offer and you will be notified on the Website if there is an association or relationship between the CSF Issuer and Sharequity and its associates.
In certain circumstances and with the agreement of the offering company, we may receive a portion of our raising fee in securities of the offering company.
One of our directors (who is also a shareholder of Sharequity) is a director and shareholder of our AFS Licensee, Big Start Pty Ltd. He may receive a distribution of our profits.
Another director (who is also a shareholder of Sharequity) is a partner of Steinepreis Paganin who may provide legal services to Sharequity, Big Start or the CSF Issuer under a separate engagement. He may receive a distribution of our profits.
Professional Indemnity Insurance
Our AFS Licensee, Big Start, has professional indemnity insurance in place which meets the requirements of section 912B of the Corporations Act and covers the services provided by us and our employees during and after they cease working with us, provided we notify the insurer of the claim when it arises within the relevant policy period. Neither Sharequity, nor any of its directors, authorised representatives, employees, or agents, makes any representation or warranty as to the reliability, accuracy, or completeness of any advice.
What to do if you have a complaint?
Your first point of contact for raising concerns or providing feedback is Sharequity on (08) 6102 0007 or firstname.lastname@example.org. We aim to rectify most issues quickly and to your satisfaction.
If you are unhappy with the response received and wish to make a complaint about our services, please contact our Complaints Manager by emailing email@example.com or by post to the address set out below. The Complaints Manager will acknowledge receipt of your complaint immediately, and attempt to resolve it within 45 days.
Our ASF Licensee is member of the Credit and Investments Ombudsman (CIO) an external dispute resolution scheme. If you are not satisfied with the manner in which your complaint is handled by us or with the resolution offered by our Complaints Manager, you are entitled to take your complaint to them. The CIO can be contacted via their website at www.cio.org.au or by calling 1800 138 422. This is a free service and any decision they make is binding on us, but not on you.
What should I do with this FSG?
This FSG is an important document. You should save an electronic copy of this FSG and/or print a copy for safekeeping. If you have consented to receiving this FSG electronically, then unless you tell us otherwise, any changes or updates to this FSG will also be notified to you by providing you with a hyperlink via email.
If at any time you wish to receive a hard copy of this FSG or consent to receiving our disclosures electronically, you can do so by sending an email to us at firstname.lastname@example.org.
How we protect your privacy?
We are committed to protecting your privacy. We use the information you provide to assist with the use of our services. We do not trade, rent or sell your information.
We may store your information in the ‘cloud’ for the purposes of data storage, file backups and or attending to your affairs. These ‘cloud’ service providers may be in countries not regulated by laws, which protect your information in the way that is similar to the Australian Privacy Act.
How you can contact us
Our AFS Licensee
Big Start Pty Ltd
ABN: 87 162 024 866
AFS Licence No: 474592
Address: 11 Swallow Court, Churchlands, WA 6018
Sharequity Pty Ltd
ABN: 43 620 359 588
Corporate Authorised Representative No. 1259224
Ph: (08) 61 020 007
This FSG was prepared on 19 October 2018, Sharequity Pty Ltd version 2.0, and has been authorised for distribution by Big Start Pty Ltd.
WARNING STATEMENT ABOUT EQUITY CROWDFUNDING
Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks.
You may lose your entire investment, and you should be in a position to bear this risk without undue hardship.
Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares.
Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.
Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money.
There are rules for handling your money. However, if your money is handled inappropriately or the person operating this platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.
Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.