Issue Date: 24 January 2018
This Financial Services Guide (FSG) is designed to provide you with information about the financial services we can provide you, and to assist you in deciding whether to use any of those services.
In particular, this FSG contains information about:
|Our Details||On-Market BookBuilds Pty Limited ABN 31 140 632 024|
On-Market BookBuilds Pty Ltd
Level 28, 25 Bligh Street
Sydney NSW 2000
|Phone||+61 2 8384 6448|
We hold an Australian Financial Services Licence (# 421 535) that allows us to provide services to companies wanting to raise capital by offering financial products through our electronic platforms, and to investors wanting to apply for those products. The OnMarket Crowd platform facilitates equity crowdfunding offers, and our OnMarket – App and Desktop facilitates initial public offers.
We are also authorised to underwrite securities and interests in managed investment schemes, and to operate custodial or depository services (other than investor directed portfolio services).
OnMarket Crowd provides a platform through which companies can make crowdfunding offers of shares and investors can apply for those shares. We are licensed to perform all aspects of the role of a crowd-sourced funding (CSF) intermediary.
Our Licence authorises us to deal on your behalf by applying for, acquiring, varying or disposing of these types of financial products:
We are also authorised to deal in financial products on our own account by issuing, applying for, acquiring, varying or disposing of these types of products:
Our licence authorises us to provide financial product advice about:
We do not provide retail investors with personal advice (advice that takes into account the investor’s particular financial situation, objectives or needs). If you require personal advice about a financial product offered through one of our platforms, you should speak to a financial adviser who fully understands your individual financial situation, objectives and needs.
You should regard any advice provided or any discussion you have with an OMB employee in relation to any product as general advice and you should be aware that it will not take into account your objectives, financial situation or needs
We operate the OnMarket Crowd platform, which provides an electronic facility for companies to offer ordinary shares under the crowd-sourced funding regime, and for investors to apply for those shares. The shares are offered under a CSF offer document (published on our platform) and are unlisted shares (not traded on an exchange). You should read the CSF offer document carefully before investing.
We also operate the OnMarket – App and Desktop, which can be used by companies to make initial public offers for securities, and by investors to apply for those securities. This platform is also used to make placements of listed securities and to sell renounced rights. The securities offered through the OnMarket – App and Desktop are listed securities and are offered under a prospectus or product disclosure statement (PDS). You should read the prospectus or PDS carefully before investing.
Each platform clearly displays the name of each Issuer and the details of each offer, together with the relevant offer document (prospectus, PDS or CSF offer document).
OMB is acting on behalf of the Issuers to assist them in obtaining applications, and is also acting on behalf of investors applying for shares. In the case of a crowd-sourced funding offer, OMB is also acting as the CSF intermediary, and must conduct certain checks on the offer, the offer company and the offer document.
Before you can apply for any shares or other financial products offered on one of our platforms, you will need to set up an investment profile and become an OnMarket Member. Before you do this, you need to agree to our Member Terms and Conditions. Please read them carefully, as they contain important information about your rights and responsibilities.
If you are an investor thinking of investing in an offer made on one of our platforms, you should read the relevant offer document in full. This document is designed to give you information to allow you to make an informed decision about whether to buy the financial product.
If you are an investor thinking of investing in a crowd-sourced funding offer, you should also read the risk disclosure statements shown on OMB’s website. You will be directed to these statements before you invest, and should read them carefully before applying for any shares offered.
Sometimes an Issuer will make a restricted offer without the protections required for retail investors (eg providing an offer document). We are not allowed to make these types of offers available to retail investors. We will classify you as a retail investor unless you meet certain requirements that allow us to classify you in a different way.
If you wish to apply for financial products in a restricted offer, you will be asked to verify your investor status before placing an order on the OMB platform. Please check the Terms and Conditions of each offer as to whether you are eligible to participate.
Issuers pay us fees for our financial services. These fees are agreed with each Issuer and are typically calculated as a percentage of the value of new financial products sold (i.e. based on the amount of new funds raised) via OMB’s platform. We may also charge a separate establishment and marketing fee to cover this component of our services. We may also charge a success fee if the offer reaches certain agreed targets. OMB will also be remunerated with interest earned on investor moneys held in trust.
Our Issuer fees relate only to the transaction and we are not paid any form of trailing commission.
Fees will vary from offer to offer. If you are an investor and would like to know further particulars of any remuneration, commission or benefits payable to OMB in respect of a particular offer, you can ask us in writing using the contact details shown in this FSG.
Investors who bid for, or purchase, financial products via the OMB platform are not charged brokerage or any other fees by OMB.
In addition to the fees and charges paid by Issuers, OMB is entitled to retain any interest on application moneys deposited with us.
OMB employees, representatives and directors are remunerated by way of salary and other employee benefits. A discretionary cash bonus may be paid to employees and directors as part of their remuneration, based on their performance, and/or the performance of OMB as a whole.
OMB employees, representatives and directors do not receive commissions or benefits calculated by reference to the quantity or value of financial products they sell.
We may pay a commission, or other benefits, to parties who refer customers to us. This may be calculated as a percentage of the total value of financial products subscribed for by the person(s) in relation to a capital raising. The percentage that may be payable will vary for each offering. You can request particulars of any referral fees payable in respect of a particular offering by writing to us. We have no obligation to identify the identity, or identities of any referred member(s), to whom a referral payment, or non-payment, relates. Any such payments are not an additional cost to you.
Investors who want to apply for CSF shares or other financial products that are available via an OMB platform must give OMB instructions electronically. This process is different for crowdfunding offers and for IPOs. We recommend you read the “how do I invest” section in the FAQ’s available on the OMB website and offer platform.
If you are an investor and you instruct OMB to apply for new financial products via an OMB platform, OMB will record that instruction.
You may request a copy of the instruction relating to application. You must make the request to our email or mail address within seven years after the date of the instruction.
OMB is committed to providing a high standard of service to clients. If you have a query about the quality or level of service, we would like to hear from you.
OMB has established the following complaint resolution procedure:
Step 1: Contact Us
Usually problems can be quickly rectified and the sooner you refer an issue to us the better. This can be done by:
+61 2 8384 6448
Step 2: Complaints Officer
If you are unhappy with our response, you should write to our Complaints Officer who will work closely with you to address your concern quickly and amicably. We will update you regularly until the matter is resolved.
On-Market BookBuilds Pty Ltd
Level 28, 25 Bligh Street
Sydney NSW 2000
Step 3: Independent Dispute Resolution
If you are not satisfied with the resolution offered by our Complaints Officer, you may lodge a complaint with the Credit and Investments Ombudsman (CIO). The CIO is an independent dispute resolution scheme of which OMB is a member.
Please note that before CIO can investigate your complaint, they generally require you to have first given us the opportunity to address the complaint.
There are various time limits that apply to a CIO compliant. For example, you must make the compliant within two years after you get a final response from the internal dispute resolution process. We recommend you look at the CIO website for details.
|Credit and Investment Ombudsman (CIO)
PO Box A252
Sydney South, NSW, 1235
|Phone||1800 138 422 or 02 9273 8400|
OMB has professional indemnity insurance in place which satisfies the requirements for compensation arrangements pursuant to s912B of the Corporations Act and ASIC policy guidance. This policy is subject to terms and exclusions and covers claims made against OMB in relation to financial services provided by our current and former employees.
Neither OMB, nor any of its directors, authorised representatives, employees, or agents, makes any representation or warranty as to the reliability, accuracy, or completeness, of any advice. Nor do they accept any liability or responsibility arising in any way (including negligence) for errors in, or omissions from, this document or advice.