Legals

Disclosure Statement

This disclosure statement is made as at 23 October 2015 by AlphaCrowd Limited (company number 5563067) of L4, 152 Fanshawe Street, Auckland, 1010, New Zealand (AlphaCrowd, our, us, we) licensed and regulated by the Financial Markets Authority (FMA) to any person (Investor) who intends to subscribe for shares in a company (Issuer) in response to an offer (Offer) made by the Issuer via the website located at alphacrowd.co.nz (the Website).

Warning Statement

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.

Our Service

AlphaCrowd provides equity crowd funding services, under which Issuers seek to raise capital from Investors through the issue of and investment by the Investor in shares in the Issuer (the Investment).

The investment process is described in more detail at What is the investment process? in the FAQ section. This also includes information about how Issuers and Investors apply for, and obtain, access to our services and the eligibility criteria that apply.

The terms on which AlphaCrowd provides its equity crowd funding services are set out in the following documents, which are available on the Website:

Licensing and Registration

AlphaCrowd is licensed by the FMA as a "licensed intermediary" pursuant to the Financial Markets Conduct Act 2013, enabling it to provide an equity crowd funding service in New Zealand. In order to be granted such licence by the FMA, AlphaCrowd is subject to a number of operational, financial, governance and capability minimum standards, on an ongoing basis. AlphaCrowd's directors and senior managers have been subject to suitable person assessments, as will any new directors and senior managers of AlphaCrowd. The key details of the license requirements for AlphaCrowd can be found at www.fma.govt.nz/media/1960490/standard-conditions-for-crowd-funding-service-licences.pdf

Users can access our platform through the Website (Users). A User must register and be accepted by us to use the services and ultimately to invest in an Issuer, thereby becoming an Investor. The process for registration can be found here. We retain the right to refuse any User from our services as described in more detail in the User Agreement (described below).

As part of the registration process, the User will be required to provide identification to meet our Know-Your-Customer (KYC) requirements. When investing, the User must provide information about the sources of funds being provided, to comply with requirements under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML Act).

An Investor who accesses an Offer from outside New Zealand or who is not a New Zealand citizen (Foreign Investor) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them accessing such Offer and subsequently subscribing for any shares pursuant to that Offer. Any Foreign Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed, to enable them to access an Offer or to subscribe for shares pursuant to an Offer. You acknowledge that the Offers are not offers to the public in the United States of America, Canada or Japan or any other jurisdiction where such an offer may be unlawful or require the Issuer of AlphaCrowd to be registered under the securities laws or otherwise of such jurisdiction.

The User will also be required to enter into an agreement (User Agreement) with AlphaCrowd before it can utilise our services. A copy of the User Agreement can be found here.

Fees

AlphaCrowd does not charge Investors any fees for the services we provide in accordance with this Agreement.

AlphaCrowd retains any interest that is earned on Investor funds for the period that they are held in the Computershare Managed trust account set up and managed by Computershare Investor Services Limited. This interest is retained by AlphaCrowd as an administration fee. Details of how an Investor's money is held is described below.

AlphaCrowd currently charges Issuers a commission of up to 6% on any funds raised through the Website for the fund raising service. AlphaCrowd's fees to an Issuer may vary from time to time by written agreement between AlphaCrowd and the respective Issuer.

If an Issuer requests us to provide services beyond the basic fund raising services, for example to assist an Issuer prepare its Offer or to engage external consultants, we will charge the Issuer reasonable time or activity based charges for such work, and for the recovery of external costs and disbursements plus an administrative mark-up. We will not incur any such costs or charges without the prior agreement of the Issuer as to the scope of those charges and the basis of their calculation.

AlphaCrowd retains the right to alter any of the charges applicable to our services, in respect of both Investors and Issuers.

Investment Process and How Investor Money is Held

Once an Investor has made an investment application in respect of an Offer, the Investor is asked to arrange for the remittance of the investment money to the Computershare Management Trust Account set up and managed by Computershare Investor Services Limited, the share registrar to the issuer. In order to protect an Investor's interest in its investment monies, the Computershare Managed Trust Account is separate from AlphaCrowd's operating accounts. The investment monies are held in the Computershare managed trust account on trust for the Investors, the Issuer and for AlphaCrowd until AlphaCrowd is required to pay the money to either the Issuer or the Investor at closing, in the circumstances set out below:

  • if the Offer has been successful, the total of the Offer investment monies are remitted to the Issuer less all applicable fees and charges and the Issuer's share registrar is notified of the Investor's details. The Issuer causes the shares applied for to be issued to each Investor and the investment details appear in each Investor's home page on the AlphaCrowd website under the "Portfolio" section;
  • if the Offer has not been successful, the Offer investment monies are returned to the Investors less any deductions for associated bank fees or payment processing charges.

Any interest earned on monies held in the Computershare managed trust account is retained by AlphaCrowd as an administrative fee. In all circumstances each Investor is responsible for the payment of its own bank fees or payment processing charges in relation to AlphaCrowd receiving or returning the investment money.

Preliminary Issuer Investigations

We undertake certain investigations on each Issuer (the Preliminary Issuer Investigations). The Preliminary Issuer Investigations consist of Compulsory Checks and a Subjective Assessment.

Compulsory Checks

The Compulsory Checks consist of a number of checks and searches relating to each Issuer, its directors and senior managers and the Issuer itself. When undertaking the Compulsory Checks, we exercise the care, diligence, and skill that a prudent equity crowdfunding provider undertaking those Compulsory Checks would exercise in the same circumstances. The Compulsory Checks include:

Individuals such as directors and senior managers of an Issuer
  • Checks of the insolvency, SIO (a Summary Instalment Order is a formal arrangement with creditors to repay debt over time) and disqualified directors register at the Companies Office.
  • General internet searches for evidence of bankruptcy or involvement with insolvent companies, and involvement in litigation or disputes (where public information is available).
  • Police criminal records check if permitted by authorities and noting that the Criminal Records (Clean Slate) Act 2004 authorises people to conceal many convictions.
Issuers
  • Checks of our own internal records to ascertain whether the Issuer has previously raised funds through our service, and if so, the timing and amount raised (cross-checked against our bank records to verify the timing and amount).
  • The identity and character of the Issuer's directors and senior managers (from readily available public information).
  • Companies Office searches (however we do not expect to learn more than that the Issuer is registered and who the directors and shareholders are).
  • General internet searches to identify an Issuer's involvement in litigation or disputes (to the extent that such information is publically available and readily accessible).
  • Search of the Insolvency Register.
Subjective Assessment

Additionally, we perform a Subjective Assessment of the Issuer and the proposed Offer to make sure that the opportunity is one we wish to present to our Investors. We use our own criteria and judgments in undertaking the Subjective Assessment in order to determine whether to allow the Issuer to access our service. We may, but are not obliged to, seek advice from one or more of our panel of Industry Advisors in making a Subjective Assessment. Our Subjective Assessment is not an expert opinion and is not to be relied upon by Users or Investors in making a decision to invest or not to invest in an Issuer. The simple fact of an Offer being listed on our website is not to be taken as an endorsement of the Offer or its Issuer by AlphaCrowd.

Record Keeping

We will maintain appropriate records of each Offer for the statutory record retention period.

No Representations as to Issuer

We do not verify the content of the Issuer's offer materials, and we make no representations in relation to the completeness or accuracy of any of the information in the offer materials including the Due Diligence File.

Issuers Use our Services at our Discretion

Ultimately, we retain the sole and absolute discretion on whether to allow an Issuer to use our services and are not required to provide any reasons to an Issuer for our refusal to provide our services to it. Specifically, we will not allow any Issuer to raise funds through our service if we have material unresolved concerns arising from the Compulsory Checks or Subjective Assessment.

Investors Make Own Decision to Invest

Each Investor shall be entirely responsible for any decision to invest, or not to invest, in any Issuer. AlphaCrowd shall have no liability to any Investor under or in connection with their decision (whether in contract, tort including, without limitation, negligence, or under any other theory of law or cause of action howsoever arising) unless such liability arises out of the fraudulent actions of AlphaCrowd or a breach by AlphaCrowd of its obligations expressly provided in the User Agreement.

We Rely on Issuers to Keep Information Current

AlphaCrowd relies on each Issuer to inform it if any material information relating to the Issuer has changed from what it disclosed to us through the pre-Offer process, or on the Website. Issuers will be required to update their Offer on the Website with any such information during the Offer period, however we have no meaningful way of controlling this or ensuring that it will occur.

During the course of an Offer and any time prior to closing, should an Issuer's circumstances change or should we deem it necessary in the interests of ethics, integrity, or Investor protection, to suspend or cancel the Offer, we can do so at our sole and absolute discretion with no liability accepted to the Issuer or any person.

Our Related Parties

Persons and entities associated with AlphaCrowd (such as its directors, senior managers, employees, people that AlphaCrowd has a business relationship with or its parent company) (Related Parties) may subscribe for shares in any Offer. If an Investor becomes aware that AlphaCrowd or any Related Party of AlphaCrowd has invested in a particular Issuer, it may not rely on this fact when making a decision whether or not to invest in that particular Issuer.

AlphaCrowd or any of its Related Parties may raise funds through itself (i.e. through equity crowd funding on the Website) and is required to apply the same Compulsory Checks, Subjective Assessment and listing criteria as are applied to all Issuers applying to use the service.

For the avoidance of doubt, AlphaCrowd and its Related Parties are not restricted or prohibited from issuing under or using the services offered by AlphaCrowd.

Requesting Copies of Documents

An Investor may request from AlphaCrowd (for no charge) a copy of a relevant document by contacting us. Examples of relevant documents include the User Agreement, Disclosure Agreement, Terms and Conditions, Privacy Policy, and Warning Statement. AlphaCrowd will provide a copy of such information within 5 business days of receiving the request to the Investor's email address or physical address as indicated by the Investor.

Communications and Complaints

Communications with, to or from AlphaCrowd shall be in the English language.

If an Investor has any complaints or queries about the services provided by AlphaCrowd, he/she should contact AlphaCrowd at the contact details set out below.

If an Investor it not satisfied with AlphaCrowd's response to the complaint, he/she may refer the complaint to the 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: PO Box 5967, Wellington 6145 or complaints@fscl.org.nz or 0800 347 257.

All disputes with AlphaCrowd shall be resolved individually. Full details of the dispute resolution procedures are found in the User Agreement.

Contact Details

Email
info@alphacrowd.co.nz
Address
c/- Grant Thornton, L4, 152 Fanshawe Street, Auckland, 1010, New Zealand
Phone
021 453 052