AGCROWD FINANCIAL SERVICES GUIDE

Issue Date: 10 February 2019
This Financial Services Guide (FSG) is an important document which provides you with information to help you decide whether to use our financial services.
IMPORTANT INFORMATION ABOUT THIS FSG

This Financial Services Guide (FSG) is an important document and was prepared by AgCrowd Pty Ltd (ACN 620 434 988, AFSL 511673) (AgCrowd, we, us or our). It tells you about us and the financial services we are authorised to provide under our Australian financial services licence (AFSL).

WHO IS AGCROWD?

Agcrowd is an Australian “crowd-sourced funding” (CSF) intermediary service (CSF Intermediary Service), which facilitates the raising of funds by an agricultural CSF Company (Issuer) from individual CSF investors.

We provide our CSF Intermediary Service via our online platform at www.agcrowd.com.au (CSF Platform).

Our CSF Intermediary Service includes: performing checks on the CSF Company, operating the CSF Platform, providing a communication facility which provides potential CSF Investors an opportunity to communicate with each other about offers and we hold investment monies in trust and facilitate the payment of monies to the relevant CSF Company once an offer is complete.

We do not appoint authorised representatives or financial advisers to provide financial services to clients.

PURPOSE AND CONTENT OF THIS FSG

This Financial Services Guide (FSG) is designed to assist you in your decision to use the financial services offered by AgCrowd.

The aim of this guide is to clearly outline AgCrowd’s roles and responsibilities when providing financial services. This guide will particularly contain information about:

  • Who we are and how to get in contact with us
  • What financial services we are authorised to provide under our AFSL and the products these services relate to
  • How we, our staff, affiliates and other associated persons are remunerated for the services offered
  • Information for prospective CSF Issuers and Investors on their rights and using our platform
  • An overview of the CSF investment offers on our Platform
  • How complaints can be made, and how they will be managed

If you need more information or clarification of any matters raised in this document, please contact us using the details below.

CONTACT US

THE FINANCIAL PRODUCTS AND SERVICES WE ARE AUTHORISED TO PROVIDE TO YOU

We hold AFSL no. 511673. Our AFSL authorises us to provide a Crowd-Sourced Funding (CSF) service in Australia.

Types of Service

As a CSF Intermediary Service, we provide a Platform to promote or advertise for fully-paid ordinary shares of CSF Issuers (or other entities) who are eligible under the Corporations Act 2001 (Cth) (the Act) to be offered to retail and wholesale clients (Investors)(a CSF Offer).

The name of the Issuer and the details of the offer are clearly displayed on our Platform at www.agcrowd.com.au.

Our CSF Intermediary Service also includes offer document creation and compliance review in accordance with our gatekeeper obligations. Following the publication of a CSF Offer, we assist companies through:

  • Enabling expressions of interest in Offers
  • Receiving applications for Offers
  • Providing a communication channel
  • Administering cooling off rights
  • Suspension or replacement of CSF Offers
  • Administration of monetary caps of applications and total fundraise caps.

Our CSF Issuer’s information and Offer details are published on our Platform titled AgCrowd at www.agcrowd.com.au.

In addition to this FSG, the terms under which we provide our CSF Service are set out in the following documents:

  • CSF Offer Document
  • Platform Terms and Conditions
  • Investor Terms and Conditions
  • Privacy Policy
  • CSF Issuer Hosting Agreement

All of the above documents are available on our Platform or upon request/application.

Gatekeeper Obligations:

As a licenced CSF Intermediary Service provider, AgCrowd has a number of obligations in relation to its role as a ‘gatekeeper’ for the Platform including:

  • Completing certain checks prior to publishing a CSF Offer Document on the platform and
  • Not publishing, suspending publishing or cancelling the publishing of a CSF Offer Document on the platform under certain situations.

AgCrowd is authorised under its AFSL to provide general financial product advice to retail and wholesale clients in relation to securities. We are not authorised to provide any financial product advice. If you require advice, you should consider your own specific objectives, financial situation or requirements and seek independent qualified accounting, financial, taxation and legal advice prior to any investment decisions.

BENEFITS AGCROWD MAY GIVE OR RECEIVE

CSF Issuer Fees:

AgCrowd is paid by CSF Issuers for using our CSF Intermediary Service. These fees comprise fixed fee amounts for use of the CSF Intermediary Service, fees based on the amount of funds raised by the CSF Issuer using the CSF Intermediary Service and fees based on the amount of time spent by us in the conduct of the offer.

In addition, we are entitled to have any of the costs and expenses incurred in connection with a CSF Offer paid for, or reimbursed, by the relevant CSF Issuer.

Details of the fees and charges that CSF Issuer Company will pay to use the CSF Intermediary Service are contained in the Hosting Agreement.

Investor Fees:

AgCrowd will not usually charge a direct fee to Investors, but if we do, AgCrowd will give advance notice.

If AgCrowd does choose to charge the Investor a fee, our fees will be related to services supplied by third party providers required in the process including but not limited to identification and certification verification.

Interest on Application Money:

Interest on funds held in trust will be retained by AgCrowd and will not be transferred to Issuers on Offer success, or to Investors if the Offer is unsuccessful.

Remuneration of Employees, Associates and Directors:

AgCrowd employees, associates and directors are remunerated through a salary and other benefits. Performance bonuses may be paid to employees, associates and directors at AgCrowd’s discretion.

Referral Programs:

We may pay a commission, or other benefits, to parties who refer customers to our Platform. This may be a single one-off payment and may vary between transactions, but is typically calculated as a percentage of the total value of financial products subscribed by the person in relation to a raising. You may make a written request for the particulars of any referral fees payable in respect of a particular offering.

Further Investment Fees:

AgCrowd reserves the right to charge separate fees to companies and/or CSF Issuers for alternative or additional services provided by a separate negotiated arrangement.

INFORMATION FOR INVESTORS

Eligible Investors:

Anyone aged over the age of 18 qualifies as a ‘retail investor’. Under the Corporations Amendment (Crowd-Sourced Funding) Act 2017 a retail investor may invest a maximum of $10,000 in a single company (or entity) per year.

If you qualify as a sophisticated investor, experienced investor, overseas or wholesale investor under s708, s761G or s761GA as defined in s708, s761G or s761GA of the Act, you may be eligible to participate in offers that are only available to ‘wholesale clients’ as that term is defined under the Act. Please contact us directly to arrange for your profile to be updated. 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, prospectus or PDS.

Account Creation:

It is compulsory to create an account in order to access all services available on the website. Investors can create on AgCrowd’s platform by clicking the “Sign Up” button on the website. You must agree to the Investor Terms and Conditions (accessible at www.agcrowd.com.au) to create an account and use our Platform.

Note: AgCrowd reserves the right to amend Investor Terms and Conditions from time to time.

Expression of Interest Phase:

Users may express interest in CSF Issuers or other companies prior to a live investment period to receive updates on potential future issuing companies. By expressing your interest, you are making a non-binding indication of your interest to invest in a company’s CSF or other Offer. Expressing interest is not an investment and does not constitute any obligations or rights.

Applying to Invest in a CSF Issuer:

A CSF Offer is an offer for fully-paid ordinary shares in an eligible CSF Issuer. A CSF Offer is presented in a CSF Offer Document which contains information about the CSF Issuer and investment opportunity. Applications for ordinary shares under a CSF Offer hosted on our Platform can only be placed through the relevant Issuer’s profile via AgCrowd’s application facility on www.agcrowd.com.au.

When deciding to invest in any CSF Offer you must review the CSF Offer Document and general CSF risk warning in full prior to investing. Investors must also agree to the Investor Terms and Conditions (accessible at www.agcrowd.com.au) in order to apply for shares under a CSF Offer.

A CSF Offer Document includes general information about the CSF Issuer and its business operations, information about the terms and conditions applying to the offer and information about the features, costs, risks and benefits of the offering.

Paying for Shares Under a CSF Offer:

All application funds for CSF Offers will be held by AgCrowd in a designated ADI trust account as required under the Act until the CSF Issuer has successfully reached its fundraising target or the Offer closes. If the CSF Issuer reaches its target funding amount, we will transfer the subscription amounts from our trust account to the CSF Issuer (without interest, and less any fees owing by the Issuer to us).

We use PoliPay to provide payment execution services for CSF Offers hosted by AgCrowd on our Platform.

Funds held in our trust account are acknowledged by our bank to be third party funds and will not be used to offset any amounts owed by Agcrowd.

Cooling Off Period:

All investors who are not a sophisticated, professional or experienced investor under s708, s761G or s761GA of the Act, have the right to withdraw their application within five (5) business days. Details of how to request a withdrawal of funds or exercise your cooling off rights are found on our AgCrowd Platform and will be clearly displayed to you before you make an application to invest in a CSF Offer.

If a CSF Offer Document is found to be defective and needs to be replaced you will have a thirty (30) day period in which you can withdraw your investment.

Investment Agreement:

In applying for ordinary shares under a CSF Offer, you will have an investment agreement with the Issuer which will include the terms and conditions on which the shares will be issued and how payment will be made. AgCrowd is an intermediary not a party to the investment agreement.

INFORMATION FOR CSF ISSUERS

Account Creation:

It is compulsory to create an account in order to access all services available on the website. Issuers can create on AgCrowd’s platform by clicking the “Sign Up” button on the website. You must agree to the Platform Terms and Conditions (accessible at www.agcrowd.com.au) to create an account and use the Platform.

Note: AgCrowd reserves the right to amend our Platform Terms and Conditions from time to time.

CSF Hosting Agreement:

In order to make a CSF Offer on our Platform you must enter a CSF Hosting Agreement with us which outlines the arrangements for hosting the Offer, fees and charges, publication of the CSF Document, terms and conditions of the offer and responsibilities surrounding the CSF Offer.

Offer Submission:

Once your CSF Issuer profile has been approved by AgCrowd you will be able to begin creating your CSF Offer and Offer Document drafting the information surrounding it. The CSF Hosting agreement agreed between AgCrowd and yourself will detail the specifics of the CSF Offer.

Offer Document:

In accordance with ASIC requirements for a CSF Offer, you will be required to prepare and publish a CSF Offer Document for each Offer you make. The CSF Offer Document must comply with the minimum information requirements under relevant laws. The CSF Offer Document must also be worded in a clear, concise and effective manner and not include any misleading or deceptive statements.

The CSF Offer Document aims to provide investors with information on:

  • The class of securities offered; and
  • Risk warnings; and
  • Details of the offering company and key personnel; and
  • Company financial information; and
  • Debt & equity structure; and
  • Information about the Offer; and
  • CSF intermediary checks to be conducted.
CSF OFFER INFORMATION

Q&A / Communication Facility:

While each CSF offer is live we host a communication facility titled ‘Q&A’ for our AgCrowd registered users to ask questions to the Issuer regarding the Offer. Questions and answers will be displayed for all AgCrowd registered users to view.

We will monitor posts for any fraudulent, misleading or deceptive activity.

Offer Suspension:

CSF Offers may be suspended by AgCrowd under a number of conditions:

  1. The CSF Offer Document is found to be defective or non-compliant with s738 of the Act; or
  2. The Issuer is believed to have breached the terms of the CSF Hosting Agreement; or
  3. The Issuer requests the CSF Offer to be suspended; or
  4. Legislation or regulation requires AgCrowd to do so such as ASIC issuing a notice to suspend the Offer.
Offer Closure:

CSF Offers may be closed by AgCrowd under a number of conditions:

  1. The Issuer is believed to have breached the terms of the CSF Hosting Agreement; or
  2. The maximum legislated period for the CSF Offer is reached (currently 3 months from the opening date of the CSF Offer); or
  3. The maximum offer amount is reached; or
  4. The CSF Offer is fully subscribed and all applicant cooling-off rights have lapsed; or
  5. The CSF Offer Document is found to be defective or non-compliant with s738 of the Corporations Act 2001; or
  6. The Issuer requests the CSF Offer to be closed; or
  7. Legislation or regulation requires AgCrowd to do so such as ASIC issuing a notice to suspend the Offer.
Offer Unsuccessful:

If the minimum CSF Offer target has not been reached and the period for the CSF Offer has expired, any application monies held by AgCrowd on behalf of a CSF Issuer will be refunded as soon as practicable following the CSF Offer closure. Interest on funds held in the trustee account during the CSF raise will be retained by AgCrowd after refunding all application money.

Offer Successful:
  1. Following the completion of a CSF Offer, AgCrowd will contact the Issuer with instructions to issue shares to all successful applicants under the CSF Offer with details of application money provided by each applicant.
  2. The Issuer will then be requested to confirm and show evidence of complying with the terms of the CSF Offer, including issuing shares, updating ASIC records and any meeting other Offer specific terms.
  3. Once an Issuer accepts an investment application and all subscription amounts from a successful offer have been transferred, AgCrowd does not represent, guarantee, warrant or otherwise that shares will be issued. This is the role of the Issuer.
  4. Once AgCrowd is satisfied the Issuer has met all terms of the CSF Offer, AgCrowd will transfer the Issuer the CSF Offer application money received less any AgCrowd fees as soon as possible. Interest on funds held in the trustee account during the CSF raise will not be paid to an Issuer.
DO ANY RELATIONSHIPS OR ASSOCIATIONS EXIST THAT MAY INFLUENCE ANY ADVICE OR FINANCIAL SERVICES PROVIDED TO ME

None of AgCrowd’s officeholder, shareholder or employees’ commercial relationships or associations influence our provision of the CSF Intermediary Service. Our role is simply to facilitate the making of Offers of shares by CSF Issuers on our Platform.

COMPLAINTS AND DISPUTE RESOLUTION

AgCrowd takes complaints very seriously. We are committed to providing all complaints with appropriate care and attention.

Our complaints procedure is set out below:

  1. Contact AgCrowd:

    The first point of contact is to speak directly with our team at AgCrowd. You can provide feedback by calling us on +61 433 441 180 or emailing us at support@agcrowd.com.au. Our goal is to solve all issues quickly and to your satisfaction by dealing directly with you.

  2. Independent Dispute Resolution:

    If you cannot resolve the issue with our team or are unhappy with your treatment you may contact our external dispute resolution scheme. AgCrowd is a member of the Australian Financial Complaints Authority (AFCA) scheme.

    Please note AFCA will generally require you to have engaged with AgCrowd to address the complaint first before AFCA can proceed to investigate your complaint.

Australian Financial Complaints Authority (AFCA):
Australian Securities and Investments Commission (ASIC)

The Australian Securities and Investments Commission (ASIC) website contains information on making complaints about companies and people and describes the types of complaints handled by ASIC. To obtain further information contact the ASIC Info line:

The Office of the Australian Information Commissioner (OAIC)

Alternatively, if your complaint relates to the treatment of your personal information, you may wish to contact the Office of the Australian Information Commissioner. The Office of the Australian Information Commissioner can be contacted at:

  • Office of the Australian Information Commissioner (OAIC)
  • GPO Box 5218 SYDNEY NSW 2001
  • Tel: 1300 363 992
  • Internet: oaic.gov.au
COMPENSATION AND INSURANCE

AgCrowd has arrangements to hold adequate professional insurance pursuant to s912B of the Corporations Act and ASIC policy guidance. This cover is subject to terms, exclusions and covers claims made against AgCrowd in relation to AgCrowd’s current and former employees and representatives. Neither AgCrowd, its employees, representatives and directors make any representation or warranty as to the reliability, accuracy or completeness of any advice.

PRIVACY POLICY

We value the privacy of your personal information. Please refer to our Privacy Policy available via our Platform for information on how we collect, use, disclose and handle your personal information in compliance with the Privacy Act 1988 (Cth) and the Schedule 1 Australian Privacy Principles.