Billfolda Equity Crowdfunding Presentation to Melbourne Angels
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A presentation by Matthew Pinter CEO of Billfolda Equity Crowdfunding at Melbourne Angels luncheon in Richmond Victoria. The presentation highlights key aspects of the Australian Equity Crowdfunding regime as they apply to Angel Investors, touching on proprietary crowdfunding amendments and the various market participants, including Billfolda.
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Billfolda Equity Crowdfunding Presentation to Melbourne Angels
- 2. Welcome to Melbourne Angels at Noon @billfoldas support@billfolda.com 2 1. Core Concepts 2. Why Equity Fundraising 3. Proprietary Model 4. Intermediation options 5. The Back Office at Billfolda 6. A bit more about Billfolda 7. Questions and Answers Enjoy a beverage, lunch is on its way
- 3. The content on this presentation has been prepared by Billfolda Pty Ltd ("Billfolda"), ABN 65 620 995 548, AFS Licence No. 503322. This presentation is owned and operated by Billfolda. The registered office of Billfolda is Suite 11, 330 Wattle Street, Sydney NSW 2007 Advice Warning The information contained in this presentation is not advice and does not take into account your general or personal situation. You should consider whether the information is appropriate to your needs, and seek professional advice from a financial, tax or legal adviser. These laws are changing at the time of writing. Accuracy & Reliability of Information Although every effort has been made to verify the accuracy of the information contained in this presentation, Billfolda, its officers, employees and agents disclaim all liability (except for any liability which by law cannot be excluded), for any error, inaccuracy in, or omission from the information contained on this presentation or any loss or damage suffered by any person directly or indirectly through relying on this information. Copyright Billfolda owns copyright in the information contained in this presentation. Information may be printed or downloaded for personal use only. The information may not otherwise be reproduced and must not be distributed or transmitted to any other person or used in any way without the express approval of Billfolda. Such approval is will be considered on its merits. Governing Law The use of this website and the provision of such facilities, products and services will be governed by the laws of New South Wales, Australia. CSF Notice Investors should, in deciding whether to make an application pursuant to the offer, consider the CSF offer document and the general CSF risk warning. 3 Important Notices & Disclaimer
- 4. Core Concepts 4 Get Funded Offer Template Advertising Crowdfunding Equity … it’s a short-form off-market IPO @billfoldas support@billfolda.com
- 5. It’s About The Money Australia compared to the US Equity Crowdfunding (Title III) 5 USA ($USD) $5,000,000 Via equity crowdfunding, suitable Australian public companies can raise up to $5m from retail investors. $1,000,000 Via equity crowdfunding, American companies are capped at $1m via equity crowdfunding laws. Australia ($AUD) @billfoldas support@billfolda.com
- 6. $ $$$ $$ $ Offer Template Protracted prospectus versus a short and succinct offer document. 6@billfoldas support@billfolda.com
- 7. Advertising / Soliciting Funding Crowd offers can help maximize your reach 7 Investors You Friends / Family 20 Crowd / IPO 500+ Angels VC 50 @billfoldas support@billfolda.com
- 8. • Co-Investment integration with Angel’s, VC & Industry money • 5 Million Annual Funding Cap • Retail AFS Licensees, like Billfolda • Advertising Concessions • Standard CSF Offer Template New funding framework Engage launch sequence 8 Invest in a StartUp when its Starting Up • Affiliation • Customer / Supplier Advocacy • Network effects • Market awareness • Validation • Localisation (when applicable) Why Crowd, instead of VC? • Annual General Meeting Requirements • Disclosing Entity Rules • Audit (if >$1 million raised) • Paper Reporting of Financial Statements • *Public Companies only (*subject to change) 5yr Relief for Eligible Companies @billfoldas support@billfolda.com
- 9. Retail Investor Focus 9 • Retail investment capped at $10,000 per issuer per annum* • 5 day cooling off period (or 1 month for defective offer documents*) • Minimum mandatory disclosure via standard offer document* • Liquidity, Risk and Dilution Warnings • Australian Public Company (subject to change*) • Issuing one type of share only • Related Party Lending prohibition • Lodge via Intermediary (not ASIC) • Open forum (live and suspended offers) & Live offer document • Identity verification (directors, investors etc) • Upfront Fee disclosure • Officeholder and company cheeking • AFSL required (good bye grey market platforms) • Corporations Law Penalty Regime • 5 year sunset on public company issuer concessions* Crowdfunding as an Investment Headline1 Structural2 Transparency3 Oversight4 @billfoldas support@billfolda.com
- 10. Evolving Online 1 0 @billfoldas support@billfolda.com • One to one fundraising impractical • Focus is on Returns (not risks) • Capital access and avenues are limited • Avoided by traditional intermediaries and investors • Public Crowd Sourced Funding Bill • Proprietary Crowd Sourced Funding Bill (tba) • 7 AFS Licence's including Billfolda.com • RG261 – Issuer guidance (very useful rule book) • ASIC Equity Crowdfunding Offer Template • Openly unhappy with CSF Public Company model • Aware of risks (failed offer, compliance, transparency) • Right for some, not for others? • Many issuers understandably waiting on the Proprietary model • Online, accessible, and transparent (offer forum) • CSF has no natural ally - ‘not a product’ • Offshore experience (and when the penny drops in Australia) • Crowd losses will come before gains Restricted1 Change2 Issuers3 Investors4
- 11. 1 1 @billfoldas support@billfolda.com • At least 2 Directors (one or the majority Australian) • Financial reporting (in accordance with Accounting Standards) • Financial reported to ASIC, though not required to be published publicly • Audit Requirement >/=3m • Keep a share register (inc CSF shares) • Related party transaction restrictions (like a public company, ch 2E) • Eligible Australian Proprietary Company • Issuing one type of share – creating a ‘CSF shareholder’ • CSF shareholder* not counted towards the 50 non-employee limit • PL constitution – restricted share transfer may apply • PL will need advice on related party transactions and avoid them • Exempted if acquisition of shares via CSF, or have CSF share* • 20% voting shares • Upfront Fee disclosure • New Proprietary Offers apply the same rules as existing CSF measures • 14 days (not +30 for withdrawal right) • New rules apply to LTD and CSF PTY LTD immediately • 6 months before Pty Regs and Regime commence (may reduce to four) Change1 Requirements2 Takeover rules3 Other proposals4 Proprietary Fundraising (proposals) *not market-traded
- 12. 1 2 @billfoldas support@billfolda.com Intermediation options Best guess of existing intermediary capabilities Licensee Online gateway Wholesale & Retail fundraising Trans- Tasman Expression of Interest WYSIWYG offer curation Class Order 02/273 Payment in Equity Billfolda Equitise Global Equity (ASSOB) On-Market Bookbuilds IQX Birchel BigStart