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CSF Financial Services Guide

APEXFusion Pty Ltd t/a GreenPepper Invest (hereafter APEX / GPI)

ABN 73 607 472 122

AFSL (pending)

Document management system : FSG-v1.2/release25092021/MS

Financial Services Guide FSG

Purpose and content

APEX / GPI's(FSG) complies with ASIC Reg 262 and is provided to assist you in deciding whether to use any of the financial services offered by APEXFusion Pty Ltd t/a GreenPepper Invest.

It aims to provide you with a high-level understanding of what to expect from APEX / GPI.

This guide contains information about:

  • APEX / GPI Services by outlining the services APEX / GPI is authorised to provide under its Australian Financial Services (AFS) licence;
  • Remuneration received by APEX / GPI and related persons by outlining the remuneration APEX / GPI, its staff and other related persons receive in connection with the financial services APEX / GPI provides; and
  • APEX / GPI’s Complaints Process which describes how APEX / GPI deals with any complaints you may have about its services or products as well as providing key contact details to communicate a complaint.

Making Contact

You can contact APEX / GPI via :

Financial services we are licensed to provide and the financial products that these services relate to

APEX / GPI is an Australian Financial Services (AFS) licensee authorised to provide a crowdfunding service (CSF) to retail and wholesale clients, for fully-paid ordinary shares of eligible companies published on our CSF offer platform titled GreenPepper Invest (the Platform) and accessible at www.greenpepperinvest.com (the Website).

APEX / GPI is also authorised under its AFS licence to provide general financial product advice to retail and wholesale clients in relation to securities.

APEX / GPI is not authorised to provide personal advice. You should consider your own specific objectives, financial situation or needs and seek independent accounting, financial, taxation, and legal advice, before making any investment decision.

Gatekeeper obligations

A CSF Intermediary has certain specific obligations that apply in recognition of its important role as a ‘gatekeeper’ for its platform, which include:

  • Performing certain checks before publishing a CSF offer document on its platform; and
  • Not publishing, or not continuing to publish, a CSF offer document on its platform in certain circumstances.

Other services provided on the Website

GreenPepper Invest is a wholly-owned brand name of APEXFusion Pty Ltd ABN 73 607 472 122 (APEX). APEX / GPI provide a business networking platform and hosts a range of non-investment, time-based campaigns via the Website. Use of the Website is subject to the GPI Terms of Service (available at www.greenpepperinvest.com).

Offers of securities in eligible companies (CSF Offers) and expressions of interest campaigns (EOIs) are facilitated by GPI via theWebsite and involve the provision of a crowdfunding service. Crowdfunding services are marked on the Website as "CSF".

Fees and charges

Expression of Interest (EOI) Campaigns

Administration Fees

Fixed $500 (plus GST) fee charged to the issuer for launching an EOI Campaign on the Platform

CSF Offer

Administration Fees

Fixed $1,500* (plus GST) fee charged to an issuer when a draft CSF offer is submitted to GPI for review, for administration costs associated with the campaign.

Success Fees

Variable 5% (plus GST) of funds raised fee charged when an issuer when a CSF offer completes successfully, ordinarily deducted from application money prior to settlement.

*If an issuer’s circumstances are complicated, for example, where APEX / GPI is required to perform extensive investigations to determine an Issuer’s eligibility to make a CSF offer, APEX / GPI reserves the right to increase this fee by separate agreement with the Issuer.

From time to time, APEX / GPI may receive fees for additional services, for example under an advertising or marketing agreement.

Interest on funds held in trust will be retained by us and not paid to Issuers on completion, or to Investors if the Offer is unsuccessful.

In certain circumstances, APEX / GPI may also receive a success fee from Issuers for funds raised from Investors introduced through the GPI platform who provide funds outside the platform, and not under a CSF Offer on the GPI platform, within 12 months of an Issuer’s EOI or CSF Offer (as the case may be).

Referral programs

From time to time GPI may pay referral fees to third parties who introduce issuers or investors to the Platform. Referral fees may be calculated as either a percentage of the success fee to be received by GPI, the amount raised under the relevant CSF Offer, the amount invested in a CSF Offer by an investor, or a flat fee.

More information on the partnering program can be found here.

Creating an account

All users of the platform must create an account prior to accessing any of the services available on the Website.

Both Issuers and Investors can create an account on the GPI website by selecting the “Sign-Up” button on the Website.

By creating an account and using the Website, you agree to the Website Terms of Service (available at www.greenpepperinvest.com) as amended from time to time.

Information for Investors

Step 1: Expressing interest in EOI Campaigns

EOI Campaigns are a useful way for Issuers to assess demand for a potential CSF offer. A live EOI campaign will be viewable from an Issuer’s profile page. Once Investors have created an account and logged-in, they can express their interest in a Company’s EOI campaign. By expressing their interest, they are making a non-binding indication of their interest to participate in the company's intended CSF Offer (if and when it proceeds).

Submitting an expression of interest is not an investment, and does not create any obligations or rights.

Step 2: Applying for shares under a CSF Offer

A CSF Offer is an offer of fully-paid ordinary shares in an eligible CSF company (the Issuer). A CSF Offer is made under a CSF Offer Document, which contains important information about the Issuer and the offer.

Investors must consider the CSF Offer Document and the general CSF risk warning before making any investment.

Applications for shares under a CSF offer hosted by GPI can only be made via the application facility operated by GPI on the Website. Once an Investor has created an account and logged-in, they can apply for shares under a live CSF offer accessible from the relevant Issuer’s profile page.

Step 3: Paying for shares under a CSF Offer

APEX / GPI engages XYZ to provide payment processing services in relation to CSF Offers hosted by GPI on the Website. In order to apply for shares under a CSF offer, you must agree to the Investor Terms (within the Website Terms of Service) and Assembly Payments’ End User Agreement (which governs your use of XYZ’s payment processing services).

All application money in relation to a CSF offer will be held on trust by APEX / GPI in a designated client money account in accordance with GPI’s obligations under the Corporations Act 2001 (Cth).

Step 4: Activities and events while a CSF Offer is open

Communications Facility

While a CSF Offer is open, GPI will provide and administer a communications facility for the CSF Offer, where Website users can ask questions of the Issuer, GPI and see and make comments in relation to the CSF Offer.

When a CSF Offer will be suspended

APEX / GPI will suspend a CSF Offer:

  • When it considers that the Issuer has breached, or will be likely to breach, the terms of the CSF Hosting Agreement;
  • After becoming aware that the CSF offer document is defective, unless APEX / GPI elects to close the CSF offer on becoming aware that the CSF offer document is defective;
  • On an Issuer’s request; and
  • Where it considers that it must do so under relevant laws and guidance, or where ASIC issues the relevant order to do so.
When a CSF Offer will be closed

APEX / GPI will close a CSF Offer:

  • When the maximum period for the CSF offer under law ceases (which is currently 3 months from the date that the CSF offer opened);
  • When it considers a CSF Offer to be complete (i.e. because the maximum offer amount has been reached, or the CSF offer is fully subscribed, and all applicant withdrawal rights have expired);
  • When it considers that the issuer has breached, or will be likely to breach, the terms of the CSF Hosting Agreement;
  • After becoming aware that the CSF offer document is defective;
  • In accordance with any other date for closing the CSF offer disclosed in the CSF offer document;
  • On an Issuer’s request; and
  • Where it considers that it must do so under relevant laws and guidance, or where ASIC issues the relevant order to do so.

Step 5: Return of funds (if offer is unsuccessful)

If an offer is unsuccessful (i.e. because the minimum offer target has not been reached and the period for the CSF Offer has expired), APEX / GPI will refund your application money as soon as practicable after the CSF Offer is closed. No interest will be paid on application funds, held in trust.

Step 6: Issue of shares (if offer is successful)

Once an offer is complete, APEX / GPI will notify the Issuer and provide:

  • details of all application money held in respect of a CSF Offer,
  • details of all successful applicants under the CSF Offer, and
  • instructions to issue shares.

APEX / GPI will request that the Issuer confirm and provide evidence that it has complied with the terms of the CSF Offer, including:

  • shares being issued,
  • investment perks being delivered / fulfilled, and
  • request for ASIC’s records to be updated.

Provided that GPI is satisfied that the Issuer has issued shares and otherwise complied with the terms of the CSF Offer, GPI will pay the Issuer the application money received in response to the CSF Offer, less any fees payable to GPI, as soon as practicable.

No interest will be paid to an Issuer for the time the application money was held in trust.

Information for Issuers: EOI campaigns and CSF Offers

Step 1: Create a Company Profile

Once you have created an account and logged-in, you can create a company profile by selecting the “Create a Company” button on the Website. The “Create a Company” wizard will step you through the process of creating a beautiful company profile.

Step 2: Set up a Pitch

Once you have created a Company Profile, you can set up a Pitch from your company dashboard. A Pitch is a longer-form Company Profile that enables you to include more information about your company on your profile page (e.g. product & service, business model, team members etc).

Step 3: Create a Campaign

Once you have created a Company Profile, you can Create a Campaign from your company dashboard, which includes EOIs and CSF Offers. Please refer to the CSF Hosting Agreement for further information about EOIs and CSF Offers.

Other documents you may receive

CSF Offer Document

If you are an eligible CSF company wishing to make a CSF Offer, you must prepare a CSF Offer Document for each offer you make. The CSF Offer Document must contain certain minimum information prescribed under the law. In addition, the CSF Offer Document must be worded in a ‘clear, concise and effective manner.

If you are considering investing via a CSF Offer, you should consider the CSF Offer Document carefully before investing. A CSF Offer Document includes the following important information: Risk warnings - A general risk warning about crowd-sourced funding (prescribed by law); Information about the company; Information about the offer; and Information about investor rights.

CSF Hosting Agreement

If you are an eligible CSF company, prior to making a CSF Offer on the Platform, you must enter a CSF Hosting Agreement, which sets out the arrangement with GPI for the hosting of an expression of interest (EOI) campaign, publication of a CSF Offer Document and the conduct of the CSF Offer on the Platform.

Investor Terms

By participating in a CSF Offer, you agree to and are bound by the GPI Investor Terms (included within the Website Terms of Service) as amended from time to time, available at www.greenpepperinvest.com.

Subscription Agreement

All CSF Offers on the Platform have a subscription agreement between the company making the CSF Offer, and each person applying for shares under the CSF Offer, and governs the terms and conditions on which shares will be issued, investment perks will be delivered/ fulfilled, and payment will be made. GPI is not a party to the subscription agreement. By participating in a CSF Offer, you agree to and are bound by the relevant subscription agreement.

What happens if you want to make a complaint?

If you have a complaint about any of our services, GPI has established complaint resolution procedures set out below:

Step 1 - Contact Us

Your first point of contact for raising concerns or providing feedback is contacting us directly. We will do our best to resolve any issues you may have quickly.

Step 2 - Complaints Officer

If you are unhappy with the response you have received or you would like to escalate the matter, you can contact our Complaints Officer. Our Complaints Officer will work closely with you to attempt to resolve your concern quickly and amicably. We will update you regularly until the matter is resolved.

Step 3 - Further Help Options

If you are not satisfied with the steps taken by GPI to resolve the complaint, or with the result of GPI’s investigation, you may wish to contact the Australian Financial Complaints Authority (AFCA) within 2 years of our final response.

Please note that before AFCA can investigate your complaint, they generally require you to have first provided GPI with the opportunity to address the complaint.

Compensation Arrangements

GPI 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 GPI in relation to financial services provided by our current and former employees. Neither GPI, 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.

Further questions

If you have any further questions about the financial services which we provide, please call us on (03) 9016 9082.