Disclosure Statement

Collinson Crowdfunding Limited

DISCLOSURE STATEMENT

As a provider of equity crowd funding services licensed by the Financial Markets Authority in New Zealand, Collinson Crowdfunding Ltd provides this Disclosure Statement to each person who uses our service. This document includes important information about our service.

References in this document to ‘CCF’, ‘we’, us’ or ‘our’ are to Collinson Crowdfunding Ltd. References to “you” and “investor” are to the investors and potential investors in offers of shares using our service. References to “Company” are to a company that makes or is planning to make an offer using our service.

Other important information about our service is included in our Warning Statement, Client Agreement, Privacy Policy and Website Terms of Use. You should read those documents, and this Disclosure Statement, carefully before using the service.

Our Service

We provide equity crowdfunding services, which means that we provide an on-line platform that helps to match companies seeking to raise share capital with investors (Service). Under that Service we carry out the checks on the Companies described in this document, we support the provision of information from the Companies to investors and we receive money from investors and pay it to the Company if an offer is successful, less our fees, or otherwise we return it to the investors. We describe our Service in more detail in the following sections.

As a licenced intermediary CCF is subject to oversight by the FMA in relation to CCF’s governance, financial and operational arrangements. This also includes character and capability assessments of CCF’s directors and senior managers to check that they are fit and proper for their roles.

Warning Statement

We provide the following warning statement as required by regulations:

  • Equity crowd funding is risky.
  • Issuers using this 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 this facility. 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.

How you may use the Service

You will need register on our website before you can use our Service. You may only use our website and our Service if you are at least 18 years old and you live in New Zealand. If you live outside NewZealand we may allow you to use the Service at our absolute discretion and subject to you proving that an offer to you complies with the law in the place where you live.

To register to use our website you need to:

  • provide us your full name, email address, other contact details, and choose a unique password;
  • verify your email address by following the instructions in the email we send you.

To register to use our Service, you will need to apply on our website by logging on and reading and considering each of the following documents (and confirming that you agree to be bound in the case of the Client Agreement):

  • our Warning Statement;
  • this Disclosure Statement; and
  • our Client Agreement

Before you make your first investment we will need to verify your identity and address and you may need to provide other information, so that we can comply with our legal obligations, including under anti-money laundering law. You must follow our online process to do this.

How Companies may use the Service

Companies that wish to use our Service to make an offer of shares must apply to us and must meet our eligibility criteria. We undertake limited due diligence on a Company and its personnel (as described below) before the Company can use the Service. Once we have carried out these preliminary checks and based on those checks we will form a view as to whether or not the Company is genuine and has a business plan before it can make an offer through the Service. Before making this decision we may discuss our findings with the Company and give it an opportunity to provide us with further information. Companies that successfully complete this process will be given access to the Service.

The checks we make on Companies are:

  • a review of Companies Office online records for the Company;
  • a search of the insolvency register to check for any record of the Company; and
  • General internet searches to check for any publicly available evidence of insolvency, litigation, or other disputes.

The checks we make on directors and senior managers are:

  • a review of Companies Office online records to check for directorships of insolvent companies or any director disqualifications;
  • a search of the insolvency register to check for any records of the individual; and
  • General internet searches to check for any publicly available evidence of insolvency, litigation, or other disputes (involving either the individual or any companies associated with the individual), or publicly available evidence of any convictions for fraud or dishonesty.

We don’t carry out checks or assessments of risks involved in the shares themselves.

In addition to those checks, we may request confirmation from the Company’s lawyer or accountant (as applicable) that the lawyer or accountant has made enquiries of the Company, confirming certain information regarding the Company, to the lawyer’s or accountant’s knowledge, including that the share register is up-to-date, that no other persons have the right to be issued shares (other than as disclosed), and that the Company is the legal owner of any real estate it says it owns. We will confirm receipt of the confirmation but we will not name the lawyer, accountant or the relevant firm. If that confirmation isn’t provided we will disclose that on our website.

We do not actively monitor a Company once that due diligence has been completed. However, if we are provided with unambiguous information about the Company that materially adversely differs from or contradicts the findings of our preliminary checks and assessments then we may, at our absolute discretion, suspend or cancel the provision of our Service to the Company. This will not affect any shares that the Company has already issued through the Service and, where relevant, a nominee will continue to hold those shares on the basis set out below.

If we decide to allow a Company to use our Service we will work with the Company to promote its offer. However:

  • we do not verify the information the Company provides through the Service;
  • we make no representation in relation to and do not warrant the accuracy or completeness of any information provided by the Company or its compliance with law; and
  • we make no representation, view, or judgment as to the commercial viability, growth prospects, or potential future success of the Company.

We may moderate questions & answers made through the platform’s Q&A facility , including to identify and remove offensive or abusive material. However, in doing so we do not verify the content, which is the responsibility of the Company and users.

The CCF investment process

Our website provides information on current offers, including the Company’s offer materials, other information about the Company and the offer, and information provided through our Q&A facility.

If, following your own independent assessment of the information available, you wish to accept an offer to invest you can do so by clicking “Invest Now” on the offer page and providing the required information and paying the subscription price. Once you’ve done that your acceptance is binding and you cannot withdraw. An offer could close earlier if the Company reaches its target or if we or the Company withdraw or terminate the offer for any reason. The offer period could also be extended by the Company.

To make an investment you must first transfer cleared funds to the CCF trust account where they will be held until the offer period closes. You may do this by bank transfer or by following any other process we agree to accept. If you do not transfer the required funds to us (or if for any reason the transfer is dishonoured) you cannot make the investment. You agree to pay any fees of third party payment providers to the CCF trust account at the time they are charged and we may collect those fees for the payment providers. If for any reason the amount we receive is less than the amount you intend to invest (e.g. because of bank fees paid by you on transfer) you agree to invest that lower amount on a pro rata basis.

If an offer is successful (that is, it reaches 90% of the minimum funding target) the following steps apply:

  1. You must sign or agree to be bound by any shareholders’ agreement and other documents required to complete your investment (where those documents were made available to you during the offer period). If you don’t sign them within five business days of being asked to do so the Company may, at its absolute discretion, either decline your acceptance and we will return the funds to you or issue the shares to you (but in doing so the Company will not be waiving its rights in relation to a failure to sign).
  2. Subject to step “1” the Company will complete the required transaction documents and issue the new shares to you, usually within 10 business days.
  3. At the time of issue of the shares the amount held in CCF’s trust account for the issue of shares (less any fees or other amounts owing by the Company to us) will be released to the Company.

If an offer is successful and is oversubscribed the Company may issue more shares than contemplated by the offer materials, provided it disclosed its right to do so in its offer. Alternatively, one or more subscriptions may be scaled back on any basis that we and the Company agree is appropriate. If this occurs, any investment funds not accepted will be returned to you (without interest) within 10 business days of the decision to scale back your investment.

An offer is successful if it reaches 90% of the minimum funding target. We are not required to tell you if a transaction is completed under this clause.

If an offer is unsuccessful no transaction occurs and your investment amount will be returned to you (without interest) within 10 business days of the offer becoming unsuccessful. An offer will be unsuccessful if 90% of the minimum funding target was not met, if the offer was withdrawn or terminated, or, in some circumstances, where the steps at “1” and “2” above are not completed.

Shares issued where an offer is successful may be registered in your name personally, or may be registered in the name of a nominee on your behalf. The offer materials for a Company will tell you how each offer is structured.

If shares are to be issued to a nominee (which may be associated with us) to hold on your behalf you will be advised of this in the offer materials. The terms of any nominee holding are set out in the Client Agreement.

Investor money trust account

All funds you pay to us for investment in a Company will be held in our client trust account at a registered bank in New Zealand. Those amounts are held separately from our own funds. Investor funds can only be used for the purposes of:

  • paying the issue price for shares in a Company (as well as our fees) if an offer is successful;
  • paying any payment provider fees on your behalf;
  • refunding funds to you if an offer is unsuccessful or to the extent that it is oversubscribed;
  • paying our administration fees (from interest earned only).

Fees you pay to CCF

No fees are payable by you to us except for any interest that accrues on the investor funds trust account, which will be retained by us as an administration fee. The payment provider may charge you a fee to transfer funds to us. Please refer to the “Fees” section of the FAQs on our website for details of fees payable.

Fees paid by the Company to CCF

The standard charge payable to CCF by a Company is 5% (plus GST, if any) of the funds raised in the offer, payable only if the offer is successful. That fee may change from time to time and we’ll notify that in “Fees” section of the FAQs on our website or by email to you.

In the unlikely event that complications arise and costs escalate beyond those that would reasonably be covered by administration and standard legal transaction services, CCF will advise the Company of such costs before additional costs are incurred and agree a revised fee. Those fees would be based on actual costs incurred by CCF plus a margin, for example in relation to administration and legal fees we incur.

Additional fees and charges may be paid to CCF by the Company if the Company chooses to engage CCF to provide additional optional services – for example additional support services for the offer pitch. Any such fees and charges will be advised to the Company and agreed before additional optional services are undertaken.

Under certain circumstances and with appropriate disclosures, CCF may agree with a Company to take full or part payment for its Services as shares in that Company instead of levying its standard fees (which will remain as the primary means of payment).

Disclosure arrangements

CCF’s disclosure arrangements include:

  • A dedicated webpage for each offer and available to all registered users.
  • A description of the Company, its key people, its business and the purpose of its fund raising.
  • A facility for the Company to provide documents, including an information memorandum, financial information and other documents.
  • Terms of the offer, including:
  • Price
    • Minimum funding sought
    • Amounts raised (updated regularly)
    • Investor caps (if any)
    • Rights attaching to the shares (and details of any other securities of the Company)
    • Any information about how shares can be sold, including about any available secondary markets
    • Duration of the offer

Use of the Service by CCF, its associates and related parties

CCF may not use CCF’s services for offers of its own shares.

CCF may allow associated persons of CCF to use its service to raise share capital but only if the following requirements are met:

  • that use may only be occasional and CCF must promote and use its service primarily for offers by companies not associated with CCF;
  • CCF’s lawyer confirms that the offer is in compliance with limitations at law on the use of the service by companies associated with CCF (in particular, section 186(1)(b) of the Financial Markets Conduct Regulations 2014);
  • CCF must at all times continue to make decisions in the best interests of its clients;
  • the fact and nature of the association is prominently disclosed to potential investors in the disclosure statement, on the offer webpage and in communications with potential investors;
  • a suitably qualified person otherwise independent of CCF and the Company (for example an accountant, lawyer or financial adviser) must be engaged to oversee the offer, including checking that the offer is in compliance with our licence obligations and CCF’s internal systems and controls; and
  • the offer must fully comply with other requirements for an offer using CCF’s service.

CCF and associated persons (such as shareholders, directors, employees, or advisers) may invest in shares offered through the Service. CCF is not required to tell you if this occurs. An investment by a person associated with CCF is not an endorsement or recommendation of an offer.

There is no interest held by or in CCF that materially adversely impacts on CCF’s ability to have fair, orderly and transparent systems and procedures for providing the Service.

Complaints and dispute resolution

Any complaints may be initially made in writing to CCF. They will be managed under CCF’s internal Complaints Handling Procedure that ensures that they are dealt with fairly and in a timely manner. Alternatively, Investors may make complaints directly to the dispute resolution scheme, as described, in the first instance if it is their preference to do so.

CCF is a member of Financial Services Complaints Limited, an independent approved dispute resolution scheme. Contact details for this scheme are: Address: Level 4, Sybase House, 101 Lambton Quay, Wellington 6011; Tel: 0800 347 257; Email: complaints@fscl.org.nz. If making contact with this scheme, an Investor will need to reference CCF and provide details of the complaint in writing.

Provision of information and documentation

Investors are also entitled to access copies (or extracts) of any documents that are relevant to the Investor. They will be provided within 10 business days of CCF receiving a request. Documents not available on CCF’s website can be obtained by emailing: Info@joinfunding.co.nz.

There is no charge for any reasonable information requests from investors relating to CCF’s Service.

Disclosure Statement was last updated on 1 May 2017.