The deal note (Deal Note) has been prepared to provide additional disclosures in relation to an Investment Option in the Syndicate. It forms part of, and should be read in conjunction with, the Information Memorandum (IM) for the Syndicate. If there are inconsistencies between the IM and The deal note, the Deal Note will prevail. The Deal Note is prepared by Aussie Angels Pty Ltd (Aussie Angels) as trustee of the Syndicate. You should consider the information in the IM and the deal note and obtain financial advice tailored to your personal circumstances when making a decision about the Syndicate. The information in The deal note is general information only, is not financial product advice and does not take account of your personal financial situation or needs.
This offer is only open to wholesale clients as defined in section 761G (7) of the Corporations Act 2001 (Cth) (Act) or sophisticated investors (as defined in section 761GA of the Act) (Investors). This offer is only open to Investors who receive the deal note in Australia and does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.
Aussie Angels Fund
If you choose to invest in the Aussie Angels Fund, you will invest in an unregistered and unlisted unit trust established in New South Wales. Aussie Angels Fund Services is the trustee of the Aussie Angels Fund. The Aussie Angels Fund invests in a range of assets and may invest through interposed unit trusts, as it sees fit. The Aussie Angels Fund may have multiple classes of units whereby each class of units will provide investors with exposure to the assets held by the corresponding interposed unit trust (each a Deal). The Aussie Angels Fund may have a separate investment strategy for each Deal. You can select which Deal you would like to invest in by clicking on the appropriate links on the website. Each Deal will have a term sheet and that term sheet will contain specific terms applicable to the relevant Deal.
By investing in the Investee Companies through the Aussie Angels Platform (Platform), investors are not investing directly into each Investee Company. Investors will have an indirect interest through holding units in the Aussie Angels Fund. There are differences in investing directly versus indirectly, including the inability to vote on corporate actions, and investors pay additional fees for investing through the Platform as opposed to directly with the Investee Company.
The fees to invest in a Startup on the Platform are subject to change and may vary between Syndicates and/or Deals. An investor may pay more to invest via one syndicate than another, even when the underlying asset is the same. Syndicate Lead’s have the ability to change their fees on a deal-by-deal basis, and Investors are not entitled to the same fees as they have paid on any previou deal.
Accuracy and completeness of information
The deal note was drafted on the basis of information provided to us by the startup or other persons and does not purport to contain all the information that a prospective investor may require when considering investing in the Syndicate. Although care has been taken in preparing the information in the deal note, Aussie Angels expressly disclaims any responsibility for the completeness or accuracy of information contained in it. Recipients are invited to conduct their own due diligence and to satisfy themselves of any facts or information. Aussie Angels has not independently verified the reliability, accuracy or completeness of the information described in The deal note or sought to determine whether any further documents or information exist relating to the matters reviewed. In respect of any comments made or opinions expressed, Aussie Angels has assumed, unless expressly mentioned otherwise, that the information provided is reliable, accurate and complete. Aussie Angels has not conducted any independent investigations or enquiries to determine whether any entity or person mentioned in this document, or any other entity or person is in compliance with any requirement which may be imposed on it or her/him under any legislation, regulation, licence, contract or other legal obligation.
The deal note is confidential and is provided to prospective investors for them to consider investing in the Syndicate. Its use for any other purpose is not permitted. It must not be reproduced or redistributed, in whole or in part, and its content should not be disclosed to anyone.
Forward looking statements
The deal note may contain forward-looking statements. Words such as ‘believe’, ‘expect’ or other words and phrases with a similar meaning, involve risk and uncertainty. Neither, Aussie Angels, nor any other person guarantees the performance of the Syndicate, the repayment of capital from the Syndicate or any rate of return. Any forecasts, estimates or forward-looking statements are not guarantees of future performance and involve both known and unknown risks, uncertainties, assumptions and other important factors that are beyond the control of Aussie Angels or any other person.
Each Class is referable to a particular pool of assets and liabilities held within the Fund. When you invest in a particular Class of Units, you obtain exposure to the investments relevant to that Class. The assets and liabilities of the Fund are attributed to the relevant Classes and are administered separately so the Unit price and performance of each Class is independent of the other Classes. However, Unitholders should be aware that, legally, the assets and liabilities of a particular Class are assets and liabilities of the Fund as a whole. If the Fund becomes insolvent, all Classes of Units may be affected and creditors may make a claim for all assets in the Fund irrespective of which Class they are attributable to (and whether or not that Class is technically insolvent).
Certain capitalised words and expressions used in the deal note are defined in the IM. All dollar amounts are in Australian dollars (AUD), unless otherwise stated.
The deal note was prepared on the date specified on its cover and unless otherwise expressly agreed with Aussie Angels, will not be updated with matters coming to Aussie Angels' attention after this date.
Information in the deal note may change from time to time without notice.
When you complete an application to invest, you make the following acknowledgements and declarations:
I/We have received, read, understood and agree to be bound by:
- the IM relating to the Syndicate;
- the Deal Note applicable to the Investment Option in which I/We are applying to invest;
- the Constitution of the Syndicate, each as amended from time to time.
If my/our Application Form is incomplete or monies are dishonoured, my investment will not be processed. I/We acknowledge that a completed application form comprises a valid application form, correctly completed identification documentation and cleared funds.
I/We acknowledge and consent that investor information will be made available by email or other electronic means (including confirmations of transactions and additional information).
Electronic ID verification
I/We acknowledge that my/our personal information will be checked against third party records, including a credit reporting agency and the Australian Government’s Document Verification Service (DVS), to assess whether my/our personal information matches those records and to assist verify your identity for the purposes of the Anti-Money Laundering and Counter-Terrorism Act 2006. I/We acknowledge that if my/our identity cannot be verified, my/our account may not be opened. I/We agree that I/we are authorised to provide these details and I/we understand that it will be checked against third party records for this purpose.
If this is a joint application, each of us agrees that our investment is held as joint tenants.
I/We have full authority to bind the investor to this document and to make all the commitments contained in it.
Wholesale or sophisticated investor status
I/We confirm that I/we are a ‘sophisticated’ or ‘wholesale’ investor for the purposes of the Corporations Act 2001 (Cth). In respect of New Zealand investors, I/we confirm that I/we are a New Zealand wholesale investor that falls within at least one of the following categories of Schedule 1 of the FMCA NZ: (a) Investment Business Exception; (b) Investment Activity Exception; (c) Large Person Exception; (d) NZ Government Agency Exception; (e) Minimum Subscription Price Exception; or (f) Extended Minimum Subscription Price Exception.
Accuracy of information provided
I/We confirm that the personal information that I/we have provided is correct and current in every detail, and should these details change I/we shall promptly advise in writing of the change(s). I/We hereby acknowledge that it is my/our responsibility to ensure this Application Form is properly and fully complete and nobody is liable in respect of any delays or failure of investment should I/we be required to provide further information to process my/our application.
Offer accepted in Australia
I/We have received and accepted this offer in Australia or New Zealand. I/We also acknowledge that this offer was not received or accepted because of an unsolicited offer.
Limitations and AML/KYC
I/We acknowledge that, in order to comply with AML/CTF laws (or other laws) you may be required to take action, including delaying or refusing the processing of any application, distribution or withdrawal. I/We agree to provide further information or personal details if required to meet its obligations under AML/CTF laws.
Direct Debit Authority
In order to streamline the investment processes that allow us to accept smaller cheques from investors, we may request that investment amounts under $11,000 AUD be transferred via direct debit. This authority is limited to the amount entered as your investment amount in the individual deal application form. If you are investing $11,000 AUD or more, and would like to transfer the funds via electronic transfer instead, you may request to do so. Our service provider for direct debits is Split Payments Pty Ltd. You confirm that you have read, understand and accept our service provider’s Direct Debit Request and Direct Debit Request Service Agreement as follows:
Direct Debit Request
You request and authorise Split Payments Pty Ltd on behalf of the Payment Initiator with whom you have a direct debit agreement, to arrange through its own financial institution, to debit from your nominated account any amount the Payment Initiator has deemed payable by you. This debit or charge will be made through the Bulk Electronic Clearing System (BECS) from your account held at the financial institution you have nominated below and will be subject to the terms and conditions of the Direct Debit Request Service Agreement. Split Payments does not accept any liability for the provision, merchantable quality or fitness for purpose of the underlying goods or services provided to the User by the Payment Initiator and/or merchant and therefore the User holds Split Payments harmless for any claim that may arise from the non-provision of services by the Payment Initiator and/or merchant or any other claim that may be made against the Payment Initiator and/or merchant under Consumer Law.