What it means to equity crowdfund in Australia

    Equity crowdfunding has been happening around the globe for the past few years. Over $2.5 billion was raised in 2015 through equity crowdfunding, from the UK (arguably the grandparent of equity crowdfunding) through to PledgeMe’s home country, New Zealand, where equity crowdfunding was legalised in 2014. PledgeMe were the first (equal) platform licenced to provide equity crowdfunding over the ditch.

    We’ve seen a whole range of companies raise money through PledgeMe, from tech startups to craft beer companies like Parrotdog raising $2million in two days. It’s a powerful way for companies to bring their friends, family and fans in to help them grow and to engage beyond rewards-based crowdfunding.

    In Australia, the Corporations Amendment (Crowd-sourced Funding) Act 2017 introduced the regulatory regime for this type of funding on 29 September 2017 which allows equity crowdfunding (or crowdsourced equity finance as your government-y folk like to call it). There’s been a lot of excitement, but not a lot of clarity on what that actually means for companies. So, we’ve decided to change that!

    1) You have to go through a platform

    If you want to raise money through the CSF legislation, you need to go through a licensed platform. There are currently nine licenced platforms in Australia, and we are one of them.

    2) You need to be an Australian company

    In order to equity crowdfund, you need to be an Australian company.

    You will need:

    • At least 2 directors, residing in & principal place of business in Oz
    • Less than $25 million in both gross assets and annual turnover. Raise cap is $5mil.
    • To not have a substantial purpose of investing in securities or other entities
    • To prepare annual financial and director’s reports (audited if $3m + raised)
Comply related party transaction rules

    There are two caps you need to know: an investment cap of $10,000 for the general public (Sophisticated Investors can pledge more) and a $5million total cap on how much your company can raise per year.

    3) It’s a lot of work

    Honestly, truly, equity crowdfunding isn’t a silver bullet. You have to do all the work to prepare your offer document, and have a company that your crowd is prepared to invest in for the long haul.

    But, it has a lot more benefits than some traditional finance options. We truly believe it brings so much more than just funding though. It lets you bring in your crowd of family, friends, and fans. Your customers can not only love your product, but own you – and sell what you do because they are a part of your journey.

    Here are the three key ingredients to a successful equity campaign:

    • Good company – we’re not saying that you need to be a “good” company, but you need to understand the levers of your business, and be clear on how the money you’re raising will help you grow. Typically, this means you can show a track record of growth, and can really clearly explain where you want to go next.

    Example: Parrotdog (2016 round and current 2017 round)

    Parrotdog had a brewery set up in Wellington, but had hit capacity in their central city space. They knew if they built a new brewery they could triple production once it was launched. They also knew they had demand for their product that they couldn’t meet, so they went out to their crowd to help them fund the set-up their new Lyall Bay brewery. They raised their maximum goal of $2million in two days from a crowd of avid beer drinkers and supporters. Their crowd got a 10% discount for life, and are now out there promoting their beer because they own it.

    In their latest round, the Parrotdog crew had some comprehensive growth plans, but needed additional capital to hit go. You can check out their full plan here, and they’re currently raising through the New Zealand public.

    • Good crowd – you need to know who your crowd is! This could be your family, friends, and definitely customers.

    Example: Ethique (2015 round and 2017 round)

    When Brianne from Ethique wanted to raise money through equity crowdfunding campaign, she went out to her customer base. Her customers love the ethos of her solid hair care business, because her main focus is to reduce waste. In the last few years, their company has stopped over 200,000 bottles from going to landfill.

    In her first round, she raised $200,000 in two weeks, and 80% of her investors were current customers. 3 of them were chemists, and when she had trouble doubling her batching in her new factory one of those shareholders came in and helped her solve that problem in like ten minutes.

    In her second equity crowdfunding round over 1,200 of her customers registered their interest in investing before launch, and it took 90 minutes for the campaign to meet it’s goal of $500,000 once it went to the public.

    • Good comms – you can have a great crowd, and a well honed company, but if you don’t communicate what you’re up to no-one will know to invest! So you need to think about how you can get the word out there about your campaign, without promising the world. We’ve written up a guide with our New Zealand lawyers on how to communicate in a way that is not “false or misleading” here.

    Example: Yeastie Boys (2015 round)

    Yeastie Boys famously told us that email was dead, and that they were going to do everything over Twitter.

    Thankfully, we managed to talk them into setting up an interested investor newsletter, and they went out asking for their crowd to be part of their “back-up band”. They got their crowd to provide their names, emails and reward ideas for shareholders in addition to part ownership of the company. They got perk ideas ranging from shareholder branded beer, to home brewing sessions with the founders, to Stu’s pants (he wears pretty fantastic pants). In the end, they decided to offer all shareholders a discount, and investors over $2,000 the option to homebrew with the boys after the AGM. Only 200 of their interested investors got in before their campaign met its maximum goal of half a million dollars in half an hour.

    4) Things to think about after you raise

    If you’re thinking about raising money in this way, you need to be clear on what this will mean for your company after!

    • Audits – if you’re a public unlisted company, you’re expected to complete (and lodge) annual audits. There is an exemption if you’ve changed specifically to equity crowdfund, but only if you raise under $1 million, and only for the first five years. There are a few other things that could trigger you back into needing to complete audits, so chat to your lawyers. Audits aren’t necessarily a bad thing, in a lot of ways it’s good for your crowd to know someone else has helped check your numbers, processes and work. BUT, they can be pretty expensive, and if you’re growing an early stage business it’s probably not the best use of capital raised. The estimated costs in Australia will sit around $20,000 per year.
    • AGM’s – You do not need to hold an AGM for the first 5 years from conversion (though, if 5% of your shareholders request it, you will need). But, AGM’s can be awesome for engaging your shareholders! So, even if you don’t want to run one we reckon you probably should. Get your shareholders in, and tell them how they can help you – which leads into our next point.
    • Shareholder comms – there are some things you’re legally required to keep your shareholders in the loop about, but you should really just communicate with them because they’re probably your biggest fans! You should tell them how things are going, ask for support, give them clear ways they can help you grow faster (and better) if that’s what you’re aiming to do. We’ve seen companies ask for everything from contacts in new cities, to support figuring out the new batching for a product, to beds to sleep on when travelling.

    If you’re interested in equity crowdfunding, get in touch with us to discuss your options.

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