Terms and
Conditions
Introduction
It is important to consider whether your
local corporate or securities laws require
the lodgement of a prospectus, an offer
information statement or any other type of
disclosure document; or if not, are you
most likely to be restricted to dealing
with certified sophisticated, professional,
high net worth, exempt or accredited
investors.
In many cases there are exemptions to some
of these laws in the form of exempt offers,
off-shore investment offers or even class
order relief such as the Class Order 02/273
that we utilize in countries like
Australia.
For any entity offering an investment
position in any securities or scheme
interests:
I /We agree that I/We have the legal right
to market an investment opportunity to
potential investors under the
corporate/securities laws pertaining to
my/our country of origin.
I/We confirm that we have sought legal
advice that our offer is in compliance with
any regulation stipulated by the
corporate/securities laws pertaining to
my/our country of origin.
I/We confirm that we will not take on
investment from any investors that are not
qualified by law to make such an
investment, either due to the corporate /
securities laws pertaining to my/our
country of origin; or of the corporate /
securities laws pertaining to that of any
potential investor's country of origin.
I/We confirm
that EquityAssist.net bares no
responsibility whatsoever for publishing
any information provided by me/us.
I/We agree that the extent of
EquityAssist.net's services simply relate
to offering a matching site for Companies
seeking financing or investment to be
introduced to registered potential
investors or financiers as an initial
introduction only; and that any information
provided via EquityAssist.net does not
remove the obligation of any entity seeking
investment to comply with all laws in doing
so.
Terms of Application
EquityAssist.net shall only reveal
information on matters which the Business
Operator (entity seeking introductions to
potential investors or financiers) is
prepared to have EquityAssist.net
disclose.
EquityAssist.net does not guarantee
introductions, financing or
investment.
I/We understand that unless otherwise
specified in a Confidentiality Agreement,
all information which I/We provide to
EquityAssist.net is available to potential
investors/funders and
that EquityAssist.net is free to
provide that information without further
recourse.
I/We warrant the accuracy and completeness
of information that I/We, or My/Our
Nominated Representatives supply
to EquityAssist.net and shall
indemnify and hold EquityAssist.net
harmless against any action claim or demand
howsoever arising from any error or
omission in that information.
I/We accept the responsibility for
informing EquityAssist.net immediately
of any change in, or discovery of,
information that in any way could be
considered relevant to potential investors
or financiers.
EquityAssist.net may at its discretion
decline to use, display supplied
information.
I/We shall indemnify and hold
EquityAssist.net harmless against any
action claim or demand howsoever arising
from non compliance with any corporations
or securities law breach relating to either
the entity seeking investment / finance, or
as a result of any investment or funding
transaction ultimately occurring.
Eligible Investors – Accredited,
Sophisticated, Professional, High Net
Worth, or Exempt
For USA Companies Seeking Investment
from USA Investors
Accredited Investors Only
The federal securities laws define the term
"Accredited Investor" in Rule 501 of
Regulation D (SEC) as:
1. A bank, insurance company, registered
investment company, business Development
Company, or small business investment
company;
2. An employee benefit plan, within the
meaning of the Employee Retirement Income
Security Act, if a bank, insurance company,
or registered investment adviser makes the
investment decisions, or if the plan has
total assets in excess of $5 million;
3. A charitable organization, corporation,
or partnership with assets exceeding $5
million;
4. A director, executive officer, or
general partner of the company selling the
securities;
5. A business in which all the equity
owners are accredited investors;
6. A natural person who has individual net
worth, or joint net worth with the person’s
spouse, that exceeds $1 million at the time
of the purchase;
7. A natural person with income exceeding
$200,000 in each of the two most recent
years or joint income with a spouse
exceeding $300,000 for those years and a
reasonable expectation of the same income
level in the current year; or
8. A trust with assets in excess of $5
million, not formed to acquire the
securities offered, whose purchases a
sophisticated person makes.
Australian Companies Companies Seeking
Investment (1)
Sophisticated Investors, Professional
Investors or Eligible International
Investors.
1.) International Investors (Outside
Australia)
International Investors may make
investments into Australian companies at
there own discretion.
2.) Investors within Australia however must
comply with the following:
For Sophisticated Investors - Section 708
(8) of the Corporations Act 2001.
Sophisticated Investors need to be
certified by a qualified accountant as
having $2.5 Million dollars AUD in net
assets, or an annual gross income of
$250,000 AUD for the past two years.
Certification required!
Or
For Professional Investors - Section 708
(11) of the Corporations Act 2001.
Professional Investors need to be certified
by a qualified accountant as being a
professional body with at least $10,000,000
AUD under Management. Certification
required!
Australian Companies Companies Seeking
Investment (2).
Exempt Offerings – Subject to
the ASIC Class Order 02/273 - Via an
Investment Matching Service such as
EquityAssist.net
International Investors may make
investments into Australian companies at
there own discretion under this type of
offering.
Any other offering via an Australian
company within Australia utilizing
EquityAssist.net as an investment
introduction and matching service under the
ASIC Class Order 02/273 are still bound by
other parts of the Corporations Act 2001
unless exempt by the ASIC Class Order
02/273.
Under the ASIC Class Order 02/273 any
potential investors must be provided with
the following warnings and information in
documentation provided to them:
Investing in new business carries high risk
and is speculative.
Information listed herein is not intended
to be the only information on which you
make your investment decisions for the
purpose of subscribing for or buying
securities.
This document is not a substitute for a
prospectus or any other notice required
under the Corporations Act 2001 (Australia)
or any other relevant law.
Other than dealings with “Off Shore,
Sophisticated or Professional Investors”
all fund raising procedures are subject to
the ASIC Class Order [CO 02/273].
You should make further inquiries to
make sure you get all the information you
need to decide whether or not to invest.
This may include getting further
information such as accounts, business
plans, information about ownership of
intellectual property, or expert opinions
including valuations, auditor’s reports and
checking information which has already been
provided to you before you decide to invest
in an opportunity by subscribing to or
investing in securities.
You are strongly advised to take
appropriate professional advice.
There is no established market for the
restricted unquoted securities in this
company and a 10 day cooling off period
applies to any application forms or
contractual agreements.
The information provided has been
prepared by, or on behalf of, the business
seeking capital. ASIC has not reviewed or
vetted this information to ascertain
whether it is reliable, accurate or
complete.
The provider of this material has not
necessarily reviewed or vetted the
material.
Having no formal market, shares in these
companies can only be sold or transferred
by private treaty via the company’s share
register. This may be done at any time
subject to any restrictions in the
Corporations Act 2001 and will have effect
upon registration as provided in the
company’s constitution.
The provider of this information implies
no guarantees or warranties.
I/We understand that EquityAssist.net is
not a licensed financial advisory company
and does not offer any legal or financial
advice whatsoever. Refer to ASIC Policy
Statement 129.
New Zealand Companies Seeking
Investment
Individuals who are certified as being
'High Net Worth Individuals', or
'Sophisticated Investors' as defined by the
Financial Services & Markets Act 2000,
or are non-NZ residents (in which case they
must act in conformity with any relevant
laws in their country of residence).
Singaporean Companies Seeking
Investment
Investors must be certified as a "High Net
Worth Individual", "Accredited Investor",
or "Sophisticated Investor" under
Singaporean Securities Law.
Austrian Companies Seeking
Investment
Investors must be certified as "Accredited
Investors" under the relevant Austrian
Securities Law.
Canadian Companies Seeking
Investment
Sophisticated investors investing in exempt
distributions vary from province to
province, rule 45-501 issued by the OSC
(Ontario Securities Commission) can be
referenced as an effective guideline to
determine who meets the criteria.
U.K. Companies Seeking
Investment
Private High Net Worth Investors or
Sophisticated Investors.
Private investors are assumed to possess a
certificate of "High Net Worth" or
"Sophistication" as set in articles 48 and
50 of the Financial Services and Market Act
2000 (Financial Promotions) Order 2001.
Seeking Investment in Other
Countries
In general, similar qualifications are
required in many other countries, requiring
potential investors to be Investors must be
certified as a "High Net Worth Individual",
"Accredited Investor", or "Sophisticated
Investor". And you should seek appropriate
legal advice in relation to your
obligations within your country of origin
or within any country that you are seeking
potential investors from.
In some instances:
it might be illegal for you to solicit
investment funds (not loans) in a foreign
country unless you are dealing with
certified sophisticated, professional, high
net worth, or accredited investors,
or;
it might be illegal for you to solicit
investment funds in a foreign country
unless your company is listed on an
approved foreign stock exchange; or, if you
have lodged a disclosure document in the
country you intend to seek investment in,
or;.
it might be illegal for you to solicit
investment funds in a foreign country
unless your company has a wholly owned
subsidiary established within the country
that you are seeking investment in and; the
wholly owned subsidiary would still be
bound by any relevant corporations or
securities law within the country that the
wholly owned subsidiary is domiciled.
No legal or financial advice implied -
Always seek professional advice in concert
with any information provided through this
site.
