Investor Agreement

Under the Financial Markets Conduct Act 2013 (Act) and the Regulations under the Act, Equitise Pty Limited (Equitise, we, our or us) is required to provide a disclosure statement in respect of our licensed equity crowdfunding service to investors (Investor, you, or your) who wish to consider subscribing for shares in a company (Issuer) in response to an offer (Offer) on the Equitise website (www.equitise.com) (Website). This document is Equitise's disclosure statement.

This disclosure statement is dated 22nd December 2014.

Warning statement
  • Equity crowdfunding is risky.

  • Issuers using Equitise’s facility include new or rapidly growing ventures. Investment in these types of businesses is very speculative and carries high risks.

  • You may lose your entire investment, and must be in a position to bear this risk without undue hardship.

  • New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.

  • The usual rules do not apply to offers by issuers using Equitise’s platform to raise funds. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

  • Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

1. Introduction

This document is a summary only, and you will need to refer to the Website which sets out the detailed terms on which Equitise provides an equity crowdfunding service in New Zealand.

2. Licensing and Registration

Equitise is licensed under the Act by the Financial Markets Authority to provide an equity crowdfunding service in New Zealand.

Equitise is also registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008 to provide a broking service.

3. What services are provided by Equitise?

Equitise provides an equity crowdfunding service, under which Issuers seek to raise capital through the Website.

The terms on which Equitise provides its equity crowdfunding service are set out in the following documents, which are available on the Website as follows:

4. How do potential Investors apply for and obtain access to the Equitise service?

Any person wishing to access and use the Equitise service as an Investor must first complete the registration process set out on the Website here, which requires the person to provide us with the person's name and email address.

Once the person has registered with us, the person will be able to view all Offers on the Website and submit questions to the Q&A section in each Offer, but will not be able to subscribe for any shares in an Issuer under an Offer until the person has registered with us as an Investor, and agreed to the terms of the Investor Agreement. A copy of the Investor Agreement is set out at link.

To register as a certified Investor, the person must:

  • Provide details about themselves (including full name, contact details and email address);

  • Provide suitable evidence of their identity;

  • Acknowledge that they read and accept the Warning Statement, this Disclosure Statement, our Website Terms of Use, and Privacy Policy.

  • Be 18 years of age or older at the time of registering as an investor (if the person is an individual).

To register with us as an Investor, the person must complete the registration process to Equitise's satisfaction and satisfy Equitise's identity verification requirements (including for the purposes of Anti-Money Laundering laws and regulations).

We reserve the right, in our sole discretion, to refuse registration, terminate or suspend any person's registration, or refuse to permit any person to invest in any Issuer.

If you are applying to register as an Investor from outside of New Zealand or if you are not a citizen or resident of New Zealand (for individuals) or a company incorporated in New Zealand (for companies), you are solely responsible for ensuring that it is lawful for you to access and receive Offers and to make Investments.

You acknowledge that the Offers are not offers to the public in the United States, Canada or Japan, or any other jurisdiction where such an offer may be unlawful or require the Issuer or Equitise to be registered under the securities laws or otherwise of such jurisdiction.

5. How do potential Issuers apply for and obtain access to the Equitise service?

Only registered companies can be Issuers.

Any company wishing to access and use the Equitise service as an Issuer must complete the Issuer application process set out on the Website, which requires the company to:

  • Provide details about itself (including company number, address, and contact details);

  • Provide suitable evidence of the identity of its directors and senior managers;

  • Provide details about its pitch, the offer and other information required to be provided in the application; and

  • Agree to the terms of the Issuer Agreement.

Equitise can refuse to accept any company as an Issuer if that company has not completed the registration process to Equitise's satisfaction, or does not satisfy the eligibility criteria for being an Issuer (as set out below).

Before Equitise permits an Issuer to raise funds through the Website, the company:

  • And its directors and senior managers must satisfy Equitise's identity verification requirements (including for the purposes of Anti-Money Laundering laws and regulations);

  • Must have an acceptable credit record, as determined by Equitise at its discretion; and

  • Must meet the checks and assessments made by Equitise, to Equitise's satisfaction (further details of these checks and assessments are set out below).

Equitise will apply its Fair Dealing Policy (a copy of which is available at your request) when considering any application by any Issuer to raise funds through the Website.

Equitise may terminate (or in some circumstances, suspend) a company's use of the Website or our services at any time in accordance with the Issuer Agreement.

6. What checks and assessments are made by Equitise in relation to Issuers?

We undertake limited preliminary checks on each company and its directors and senior managers before we permit the company to use our Website and our services to raise funds. These checks (Checks) will be undertaken within 10 business days before the Issuer's Offer goes live on the Website, and consist of:

  • Checks of the Companies Office website to confirm that the company is registered, that the directors and shareholders are as we have been advised and that no director is disqualified;

  • Checks of the Insolvency Register (for the company) and Summary Instalment Order Register (for the directors);

  • General internet searches for evidence of any director being bankrupt or involved with insolvent companies or the company being involved in any litigation or dispute; and

  • Checks of our records to determine whether the company has previously raised funds through us, and if so, when and how much.

If we consider that our Checks have disclosed any facts that we consider raise areas of concern about the Issuer’s or its directors or senior managers, we reserve the right to refuse to permit that Issuer to use our services.

In addition to our Checks, we may, in our sole discretion and at any time (including after an Offer has gone live on our Website), consider that an Issuer is not suitable for raising funds through our Website, and accordingly refuse to permit that Issuer to use our Website and our services. This may arise due to, for example, our view of the interests and appetite of our investors, or the relative attractiveness of the proposed fundraising of the Issuer in relation to other offers or potential offers at that point in time. We will apply our Fair Dealing Policy when considering whether an Issuer is suitable for raising funds through our Website.A copy of the Fair Dealing Policy is available at your request.

We do not monitor the Issuers or their directors and senior managers after we have undertaken our Checks.

Our Checks, or the fact that any company is permitted to use our Website and our services, will not provide any guidance as to the performance of any Issuer or the results of any investment in that Issuer and you should not rely on those when making any decision to invest or taking any action of any kind. We do not verify the content of any Offer material and we make no warranties or representations (whether express or implied) related to the accuracy, completeness, or reliability of the content of any Offer material.

We rely on the Issuer to inform us of all material changes relating to the Issuer affecting any of the information the Issuer disclosed to us through the pre-Offer process, or on the Website. Issuers are responsible for updating their Offer on the Website with any such information during the Offer period.

You are responsible for any decision you make to invest, or to not invest, in any Issuer and you acknowledge that you do so, having independently made all such investigations and taken all such professional advice as may be necessary to enable you to make an informed and independent decision. We have no liability to you under or in connection with that decision (whether in contract, tort, including negligence, or otherwise) unless such liability primarily arises out of the fraudulent actions of Equitise or wilful breach by Equitise of its obligations expressly provided for in the Investor Agreement.

7. What disclosures are made in respect of any capital raising?

At a minimum we will ensure the companies seeking capital will provide the following on our Website:

  • A dedicated page for each Offer, which is available to be viewed by all registered Investors

  • A description of the business and the purpose of the fund raising

  • The terms of the Offer, including:

    - Price for the shares
    - Minimum funding sought
    - Duration of the Offer
    - Amounts raised (updated regularly throughout the Offer period)
    - The minimum amount required to make an investment under the Offer
    - Rights attaching to the shares (and details of any other securities of the Issuer).

  • Information about how shares can be sold, including about any available secondary markets

  • The names and positions of the issuer's directors and senior managers (which may also include details of their education, skills and experience).

The Website will include a Q&A section in relation to each Offer, which enables you to submit questions to the Issuer.

8. How are investments made through the Equitise service?

Investors who are registered with us, and have entered into an Investor Agreement, may invest in Issuers through our Website. The Investor must be logged in to make an investment.

To make an investment:

- the Investor selects the amount it wishes to invest, provided that it is at least the minimum investment amount specified in the Offer
- the Investor verifies its identity
- the Investor will be provided a copy of the Investment Agreement and asked to provide a digital signature to agree acceptance of the Investment Agreement
- the Investor will be asked to pay the subscription amount by Direct Debit and the Investor will be directed to a payment page which will authorise us to debit the subscription amount from the Investor’s nominated bank account
- we will debit the subscription amount from the Investor’s nominated bank account within three days of the date the Investor enters into the Investment Agreement.

The subscription amount will be held in our trust account until the Offer closes. If the Issuer reaches its target funding amount, the Issuer will issue the shares to the Investors and we will transfer the subscription amounts from our trust account to the Issuer (without interest, and less any fees owing by the Issuer to us). If the Issuer does not reach its target funding amount, the subscription amounts are returned in full to the Investors (without interest) within 14 days of us advising the Investors that the target funding amount was not reached.

9. What fees are charged by Equitise for providing the service?

For our standard fundraising service, we charge Issuers a commission of 7.5% of any funds successfully raised through the Website under an Offer, unless we agree to waive or reduce the commission.
Investors are not required to pay any fees directly to Equitise for using the Equitise service. However, Investors agree to Equitise retaining as an administration fee all interest that is earned on the subscription amounts for the periods that those amounts are held in our trust account.
Our fees may change at any time and if they do we will notify all registered users in advance by email or on our Website.

10. How is money invested on the platform dealt with by Equitise?

All investment amounts are held in our trust account with Westpac Bank until the company has successfully reached its fundraising target. Any interest earned on these funds will be held by Equitise in consideration of the costs associated with processing the transaction.

Funds held in our trust account are acknowledged by the Westpac Bank to be third party funds and will not be used to offset any amounts owed by Equitise.

Equitise is registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008 to provide a broking service, and is required to comply with that Act in respect of dealing with Investors’ and Issuers’ money.

11. Can Equitise (and its related parties) use the Equitise service?

Equitise and any person associated with us (including our directors, shareholders, employees or any other person we have a business relationship with) (associated person) may invest in any Issuer, or raise funds on the Website. However, no shareholder or shareholders of Equitise that together hold more than 25% or more of the shares in Equitise may raise funds on the Website. If Equitise, or its associated person invests in an Issuer, or raises funds on the Website, and you become aware of this, you may not rely on this fact when making a decision whether to invest. You confirm that any decision made by you to invest is not based on any representation, information, action, omission or otherwise of Equitise or its associated persons.

If Equitise, or any associated persons of Equitise raises funds through the Equitise Website, we will comply with the following process:

  • An independent third party, who is acceptable to the Financial Markets Authority, will be appointed by Equitise to review the information provided as part of the Offer and to monitor the Offer process to ensure that this is carried out in the same manner as other Offers through the Equitise platform; and

  • The fact that the offer is of shares in Equitise or a person associated with Equitise will be specified on the relevant Offer page.

12. What interests does Equitise have which may materially adversely impact on Equitise's ability to have fair, orderly and transparent systems and processes?

Equitise has no interests which may materially adversely impact on Equitise's ability to have fair, orderly and transparent systems and processes.

13. Complaints and dispute resolution

You may refer any complaint in relation to Equitise or the services we provide to us directly at the contact details specified below or to Financial Services Complaints Limited, an approved dispute resolution scheme under the Financial Service Providers (Registration and Dispute Resolution) Act 2008. They can be contacted at:

  • Email: complaints@equitise.com

  • Phone: +64 21 082 91852

  • Mail: Level 14, Crombie Lockwood Tower, 191 Queen Street, Auckland 1010

To help us respond promptly to your complaint, we suggest contact is made via email first.

14. Provision of information and contact details

Equitise will provide all Investors with a Summary Page highlighting all of the investments in the portfolio. This will be accessed by logging in and proceeding to the My Investments portion of their profile.

You may contact us at any of the addresses below to obtain, at no charge, an electronic copy of your Investor Agreement, this Disclosure Statement, and any other documents which relate to the licensed equity crowdfunding service provided by Equitise.

If you have any questions, you can contact Equitise as follows:

  • Email: contact@equitise.com

  • Phone: +64 21 082 91852

  • Mail: Level 14, Crombie Lockwood Tower, 191 Queen Street, Auckland 1010