Financial Services Guide

Financial Services Guide

ISSUE DATE: 2nd April 2019

PURPOSE OF THIS FINANCIAL SERVICES GUIDE (“FSG”)

The FSG is designed to provide you with important information about us and our financial services and products. The information includes:

  • Who we are and how you can contact us;
  • What services we are authorised to provide under our Australian Financial Services (“AFS”) Licence;
  • Documents you should read in relation to offers available from us;
  • How we are remunerated for these services;
  • Any (potential) conflicts of interest we may have;
  • Our dispute resolution processes and compensation arrangements.

It is very important you read and understand the contents of this document prior to making decisions about engaging us and accessing our financial products and services.

COMPANY DETAILS AND HOW TO CONTACT US
Our Details FUNDSITION

SME Crowdfunder Pty Ltd ACN: 624 517 719

AFSL: 512643

Level 5/53 Walker St, North Sydney NSW 2060

Email info@smecrowdfunder.com
Web smecrowdfunder.com
Phone (02) 8039 6000
PRODUCTS AND SERVICES, WE ARE LICENSED TO PROVIDE

As an AFS Licensee, SME Crowdfunder Pty Ltd is authorised to provide a crowdfunding service (a CSF Intermediary) to retail and wholesale clients, for fully-paid ordinary shares of eligible CSF Companies published on our offer platform title FUNDSITION (the Platform), accessible at www.smecrowdfunder.com (the Website).

GATEKEEPER OBLIGATIONS

A CSF Intermediary has certain specific obligations that apply in recognition of its important role as a ‘gatekeeper’ for its platform, which include:

  • Performing certain checks before publishing a CSF offer document on its platform; and
  • Not publishing, or not continuing to publish, a CFS offer document on its platform in certain circumstances.
CSF OFFER DOCUMENTS

In deciding to invest in any CSF Offer, you should consider the CSF Offer Document carefully before investing. A CSF Offer Document includes the following important information: Risk Warnings – A general risk warning about crowd-sourced funding (prescribed by law); Information about the Offer Company; Information about the offer; and Information about investor rights.

CSF HOSTING AGREEMENT

If you are an eligible CSF company, prior to making a CSF Offer on the Platform, you must enter a CSF Hosting Agreement, which sets out the arrangement with SME Crowdfunder for the hosting of your campaign, publication of a CSF offer Document and the conduct of the CSF Offer on the Platform.

FEES AND CHARGES

The fees with SME Crowdfunder Pty Ltd are broken into 2 key components:

  • Platform Fee: This is broken into 3 sections:
    • Due Diligence – $5,000+(based on the information provided and further requirements)
    • Marketing – $5,000 (Preparing and hosting the Offer Company campaign for the platform)
    • Campaign Advertising – TBD
  • Raise Fee: 7% of the amount raised, if your offer is unsuccessful then there is no fee

Full details of the fees and charges that an Offer Company will need to pay are contained in the Hosting Agreement.

HOW TO INVEST THROUGH FUNDSITION
Invest Process

A CSF Offer is an offer of fully-paid ordinary shares in an eligible CSF Company (the Issuer). A CSF Offer is made under a CSF Offer Document, which contains important information about the Issuer and the offer. You must consider the CSF Offer Document and the general CSF risk warning before making any investment.

Applications for shares under a CSF offer hosted by SME Crowdfunder can only be made via the application facility operated by SME Crowdfunder on the Website. Once you have created an account and logged-in, you can apply for shares in an open

CSF offer accessible from the relevant Issuer’s profile page.

Cooling Off Rights

All retail clients who make an application in response to a CSF Offer have an unconditional right to withdraw their application within five business days of making the application.

Proceeds Handling

All application money in relation to a CSF offer will be held on trust by SME Crowdfunder Pty Ltd in a designated client money trust account in accordance with SME Crowdfunder’s AFSL obligations under the Corporations Act 2001 (Cth).

All application money is held in our trust account until the CFS Company has successfully reached its fundraising target. Any interest earned on these funds will be retained by SME Crowdfunder in consideration of the costs associated with processing the transaction. Funds held in our trust account are acknowledged to be third party funds and will not be used to offset any amounts owed by SME Crowdfunder.

What to expect when a CSF Offer is open
Communications Facility

While a CSF Offer is open, SME Crowdfunder will provide and administer a communications facility for the CSF Offer, where Applicants can ask questions of the Issuer, SME Crowdfunder, see and make comments in relation to the CSF Offer.

CFS Offer suspended or closed

An open CSF Offer may be suspended or closed.

SME Crowdfunder will suspend a CSF Offer:
  • When it considers that the Issuer has breached, or will be likely to breach, the terms of the CSF Hosting Agreement;
  • After becoming aware that the CSF offer document is defective, unless SME Crowdfunder elects to close the CSF offer on becoming aware that the CSF offer document is defective;
  • On an Issuer’s request; and
  • Where it considers that it must do so under relevant laws and guidance, or where ASIC issues the relevant order to do so.
SME Crowdfunder will close a CSF Offer:
  • When the maximum period for the CSF offer under law ceases (which is currently 3 months from the date that the CSF offer opened);
  • When it considers a CSF Offer to be complete (i.e. because the maximum offer amount has been reached, or the CSF offer is fully subscribed, and all applicant withdrawal rights have expired);
  • When it considers that the issuer has breached, or will be likely to breach, the terms of the CSF Hosting Agreement;
  • After becoming aware that the CSF offer document is defective;
  • In accordance with any other date for closing the CSF offer disclosed in the CSF offer document;
  • On an Issuer’s request; and
  • Where it considers that it must do so under relevant laws and guidance, or where ASIC issues the relevant order to do so.
If CSF Offer is unsuccessful

If an offer is unsuccessful (i.e. because the minimum offer target has not been reached and the period for the CSF Offer has expired), SME Crowdfunder will refund your application money as soon as practicable after the CSF Offer is closed. No interest will be paid to you on your application money.

If the CSF Offer is successful

Once an offer is complete, SME Crowdfunder will notify the Issuer and provide: details of all application money held in respect of a CSF Offer, details of all successful applicants under the CSF Offer, and instructions to issue shares.

SME Crowdfunder will request that the Issuer confirm and provide evidence that it has complied with the terms of the CSF Offer, including: shares being issued, investment perks being delivered/ fulfilled, and request for ASIC record to be updated.

Provided that SME Crowdfunder is satisfied that the Issuer has issued shares and otherwise complied with the terms of the CSF Offer, SME Crowdfunder will pay the Issuer the application money received in response to the CSF Offer, less any fees payable to SME Crowdfunder, as soon as practicable. No interest will be paid to an Issuer for the time the application money was held by us.

COMPENSATION ARRANGEMENTS

Our compensation arrangements comply with the legal requirements set out in Section 912B of the Corporations Act. As required, we maintain professional indemnity insurance coverage in relation to the financial products and services we provide. Our coverage includes any claims in relation to the conduct of present and former representatives and/or employees.

We may rely on our professional indemnity insurances for claims for compensation we receive from clients or former clients. These insurances are between us and our insurer and are intended to respond to civil liability resulting from significant claims for compensation made against us for financial services provided by us or our representatives. These insurances provide cover even if one of our representatives has ceased to act or work for us.

COMPLAINTS AND DISPUTE RESOLUTION

SME Crowdfunder is committed to providing clients with a high standard of service. We take complaints from clients very seriously and address them with appropriate care and attention.

SME Crowdfunder has an internal dispute resolution process in place to resolve any complaints or concerns you may have, as quickly and fairly as possible in light of all the circumstances.

If you hold any concerns or complaints, please advise us by letter, email or telephone, addressed or directed to the Complaints Officer. Upon receipt of your concern, we will seek to resolve your complaint within seven (7) days or such further time-period as may be reasonably necessary given the nature of your complaint.

If you are dissatisfied with our handling of your complaint or concern, you have the right to lodge a complaint with the Australian Financial Complaints Authority (AFCA). AFCA is an external dispute resolution scheme, of which SME Crowdfunder is a member. The contact information for AFCA is:

Australian Financial Complaints Authority

GPO Box 3

Melbourne VIC 3001

(T): 1800 931 678

info@afca.org.au

www.afca.org.au

The website also permits you to register or lodge a dispute online.

General CSF Risk Warning (Corporations Regulations Reg 6D.3A.10)

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 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.