Equity Crowdfunding

A bit more about crowdfunding and what is equity crowdfunding

• Crowdfunding is a way to raise money for an individual or organization by collecting investment through family, friends, friends of friends, strangers, businesses, and more. By using social media, people can reach more potential investor than traditional forms of fundraising.
• Equity crowdfunding helps people fund the companies they care about. How equity crowdfunding works is a company issue shares for investment. This means your crowd becomes shareholders for your company. Companies can raise up to $2 million in a 12 month period through a licensed platform.
• Our platform helps businesses harness the power of their crowd to raise capital. We are regulated by New Zealand Financial Markets Authority (FMA) in this type of capital raising.

Ways to raise capital

There are a number of ways you can raise capital using our platform:

• A public offer – our platform allows you to make an offer to the public, to maximise the reach of your offer.
• Wholesale investor offers– we support on-boarding wholesale investors (e.g. experienced investors, high net worth investors) to support either a public or private offer. Those investments don’t count towards the $2m capital raise cap.

Frequently Asked Questions

1. How much can I raise?
   You can raise up to $2m (subject to limited exceptions) from the public. You can raise more than $2m if the investors are “wholesale” investors e.g. family, close business associates, experienced investors. The actual amount you seek will depend on your needs and the market.

2. How much does it cost?
   Costs very much depend on the nature of your business and the type of offer you want to make. You will likely have some costs for advisers (e.g. a lawyer). We charge a 7% fee of the amount raised (+GST) for our services (as well as an initial fee of 1% of minimum goal + GST that is Refunded if your offer is successful).

3. How do I find investors?
   We will try to introduce potential investors from our network and from our own promotion of our service. But most successful offers rely mainly on the company’s own crowd for investors, including friends, family, customers and suppliers.

4. How do I promote my offer?
   In addition to approaching your network directly you can try other routes, including Facebook, Twitter, blogs, TV/radio (including media interviews if you’re doing something new or interesting).

5. How long should I leave my offer open for?
   That really depends but we suggest at least 3 weeks to ensure you have time to promote the offer and for investors to consider the offer.

6. How much information do I need to provide?
   We provide a template that sets out the type of information we expect you to provide. The level of detail and the order of information will depend on the nature of your business and offer – the goal is to be clear and concise and to make sure you’ve disclosed all key information, even if it’s negative (so that investors have all information relevant to their investment decision).

7. Do I need a shareholders’ agreement?
   We recommend you have a shareholders’ agreement. That agreement helps to clarify the rights of investors and other parties. We ask that the agreement includes certain key terms – if you don’t have an agreement or the agreement doesn’t have those features then we expect that to be clearly disclosed to investors.

8. Do I need a lawyer?
   We think it’s critical you have a lawyer- you can use your current lawyer or we can suggest lawyers. We will ask you to provide confirmation from your lawyer of certain matters, including that your share register is up to date, that you own any real estate referred to in the offer (if applicable) and that you’ve taken the right steps to issue new shares to investors.

9. Can investors invest from overseas?
   They can if you’re satisfied that they’ve complied with the law in their own country in relation to the offer- we have a discretion to decline offers from overseas.

Property Companies Crowdfunding

We support offers by companies that have property businesses and projects, development projects in particular. If you’re planning to hold property longer term for investment returns we can discuss that with you.

Property companies might have a business that includes buying land and subdividing it only (“Stage 1”) and/or they might also include the next stage of building houses or other buildings on the land (“Stage 2”). The key documents we are expecting you to provide to investors for each stage are:

Stage 1: Buying land and subdividing:

• Signed Sale & Purchase Agreement

• Valuation report for the land and proposed lots from a registered valuer

• Financial forecasts from a qualified accountant

• Subdivision plan from the qualified planning consultant

• Resource consent for the subdivision (or confirmation from the planner that the zoning permits the proposed subdivision).

Stage 2: Building houses or other buildings:

• Valuation report for the lots/sections and completed value (including house) from registered valuer

• Signed fixed price contract for building from a licensed builder

• Floor plans for the buildings

• Building consent & resource consent (if required)

OFFER PROCESS & FEES

1. Initial discussions with you.

2. You sign our client agreement – we then carry out legally required due diligence and other checks.

3. You prepare the offer information.

Some key requirements

• You can raise up to NZ$2m in an offer (with some limited exceptions) from the public (you can raise more via offers to wholesale investors).

• Offers need to be made by New Zealand or overseas companies.

• Your directors and senior managers pass legally required identity and character checks.

• You engage a lawyer to assist with the offer- good lawyers help to ensure that the company is ready to make the offer (e.g. helping to check that the share register is up-to-date) and help the company to issue shares.

• You prepare the offer and related documents – we provide templates for the offer information.

• Your offer documents need to describe the company and its plans fully and truthfully- that’s required by law and investors have faith in companies and managers who communicate well.

Fees

• We charge a one-off initial fee 1% of minimum goal for equity crowdfunding. We charge a success fee of 7% of the funds raised in the equity offer (less the initial fee paid). You only pay the success fee if the offer is successful.