Due Diligence Commitment
OnMarket takes its responsibility as a Crowdfunding intermediary seriously. As part of our commitment to investor protection and transparency we have developed our Due Diligence Commitment. We detail the analysis and verification that is conducted by the OnMarket team on every offer to ensure that the information provided in the campaigns is fair, clear and not misleading.
Our Commitment is founded on Five Pillars of due diligence, namely Business, People, Financials, Legal and Risks. When reviewing each and every offer to determine its suitability for the OnMarket Crowd, we will aim to ensure that the campaign documents contain all necessary information required for members to make an educated investment decision.
It is important to note that OnMarket does not endorse any of the companies raising funds via our platform, nor do we provide investment advice. As such, before making any investment decision we recommend that investors undertake their own research. This could include, reviewing all of the available information included in the campaign, asking questions directly of the company management via the OnMarket communication facility and understanding the risks associated with investing in early stage businesses.
Although every business is different, detailed below is a summary of due diligence that we will undertake on each business, as well as some of the areas that we will not review.
Each company will be required to include a business plan as part of their campaign that will, at a minimum, provide the following information:
- a detailed description of the business
- an outline of the business objectives and strategy
- provide a revenue model, detailing how the company will make money
- an overview of the business and organisational structure
OnMarket’s due diligence will focus on assessing the quality and consistency of the information provided in the campaign documents. We will also fact check certain statements and claims made by the company to ensure that the information provided is fair, clear and not misleading.
People are the most important aspect of any business, and the OnMarket team will undertake a number of checks and balances on all relevant individuals, including:
- verify names and addresses of directors and senior management
- conduct background checks on directors and key management to confirm they are of good fame and character, including any criminal/civil offences, disqualification from managing a corporation or involvement in an insolvent company
- review employment contracts for directors and senior management
OnMarket will, where possible, use independent sources to verify information, and may utilise third party service providers to carry out these checks.
The financial due diligence undertaken by OnMarket will be dependent on the stage the company is at, but will include the following, at a minimum:
- review historical financial performance using statutory accounts and/or management accounts
- ensure that the accounts comply with accounting standards as required
- ensure that notes to the financial statements are included and explain any event that may have had material impact on the company
- review the company’s cash position using the most recent bank statements
- where available, review the company’s forecasts based on a financial model or budget and request justifications behind these forecasts. Financial forecasts might not be made available to investors
- review forecast cash burn in the context of the current and expected funding rounds
- review the company’s proposed valuation and may suggest adjustments where we believe necessary
It is important to note that OnMarket will not undertake an audit of the company, nor does it set the valuation.
The following legal and capital structure due diligence will be undertaken on each company raising finance on our platform:
- undertake an ASIC register check on the company to confirm the company identity and to ensure that it has no criminal/civil convictions, given any undertaking accepted by ASIC, had any penaties or convictions imposed on it in the last 10 years. Where necessary, we will seek clarification of any discrepancies
- review any existing Company Constitution in relating to rights, restrictions or obligations and to check whether the shareholder rights and company obligations are compatible with crowdfunding
- review existing Shareholder Agreements, and review rights and obligations, tag along and drag along rights
- review debt and equity capital structure, including all securities and associated rights
- review details of any financing, such as loans, government grants and director loans, and require any undocumented loans to be documented
- review any options that have been or are expected to be granted
- review any related party payments, and detail whether any of the funds raised will be paid to current or prosed senior management or directors
- a review of commercial contracts, trademarks and intellectual property rights is not carried out but claims of trademark, patent, or URL ownership are checked by seeking verification from the company and searching public registers. Where such rights are not wholly owned by the company, we will require transfer of ownership to the company, or require that it be disclose in the campaign documents
- if applicable, check whether the company qualifies as an Early Stage Innovation Company (ESIC) and make clear to potential investors the availability of such tax relief
We may, if necessary, recommend amendments to the documents or make appropriate disclosures or exception reports to investors to outline investor rights or risks.
Under OnMarket’s Terms and Conditions, every company, acting on behalf of its directors, must ensure that all information which is provided to OnMarket is true and accurate.
All companies raising crowdfunding are required to disclose descriptions of risks that may specifically impact the business. These risks may include, but not be limited to:
- specific risks associated to the company’s industry or sector
- protection of intellectual property
- requirements for necessary regulatory approvals
- supply of specific raw materials
- the need for additional funding
OnMarket will work with the company to ensure that the risks detailed in the campaign documents are clear and concise.