Interests register

Here are the interests of our directors:

  • Breccan McLeod-Lundy - Shareholding in PledgeMe Limited, Ackama Group, Rabid Technologies, Squareweave, Kiyara Health, & Company Box Limited. Directorships of PledgeMe and Rabid Technologies Limited. 
  • Anna Guenther - Shareholding in PledgeMe Limited, Ethique Limited, Delivered 2 You Limited, Thankyou Payroll Limited, Thought-Wired Limited, Little Bird Organics Ltd and Director of PledgeMe Limited
  • Rachel Hopkins - Chair, Ministry of Youth Development Partnership Fund
  • Melanie Templeton - Shareholding in ParrotDog Breweries Limited & PledgeMe Limited. Chair of PledgeMe Limited and Director of Regen Limited & Independent Director and Chair of Audit and Risk Committee, CSST Ltd NZ.

Our team also have interests in some of our previous campaigns:

  • Jessica Ducey - Yeastie Boys Limited & Ethique Limited (shareholder)
  • Tan Huynh - Pomegranate Kitchen (director)
  • Barry Grehan - Little Bird Organics, Ocho Limited, Ethique Limited, Thought-Wired Limited, Ooooby Limited (shareholder), Denheath and Eat My Lunch (lender)

Most of our current team have shares in PledgeMe Limited, as does anyone that worked for us for more than one year.

 

Interests policy

DEFINITIONS:

Associated Person - has the meaning given to that expression in section 12 of the Financial Markets Conduct Act 2013.

The statutory definition of associated person is wide-ranging and all staff are encouraged to seek advice on whether the Conflict of Interest Policy may apply in a particular situation. Examples of how a person or entity can be considered an associated person of PledgeMe are by being:

  • a shareholder of PledgeMe;
  • a director of PledgeMe;
  • an employee within PledgeMe;
  • able to directly or indirectly exert a substantial degree of influence over the activities of PledgeMe;
  • an Issuer company that is or has been set up with a director, shareholder or employee of PledgeMe as its director, shareholder or employee.

  

PURPOSE:

An outline of how we will deal with conflicts of interest arising from the operation of our crowd funding platform and the disclosure of fees.

 

We envisage five main scenarios where conflicts of interest may arise:

  1. PledgeMe associated person wishing to purchase shares of Issuers using the PledgeMe crowd funding service;
  2. PledgeMe associated person wishing to be involved in the management or control of Issuers using the PledgeMe crowd funding service;
  3. Existing ownership or control by PledgeMe associated person of Issuers wishing to use the PledgeMe crowd funding service;
  4. The crowd funding of PledgeMe Limited and/or any subsidiary company;
  5. Sale of Issuer’s shares on the secondary market by PledgeMe associated persons.

 

The policy below outlines how we will deal with each of these scenarios.

 

POLICY:

 

A. PledgeMe associated person wishing to purchase shares of Issuers using the PledgeMe crowd funding service. 

 

PledgeMe associated persons may purchase shares of an Issuer using the PledgeMe crowd funding service provided that:

(i) the PledgeMe associated person obtains the prior written permission of the board of PledgeMe to do so (any director being that associated person shall abstain from any vote or decision).  Such permission may contain conditions imposed by the board of PledgeMe;

(ii) the prior consent of the Issuer is obtained in writing;

(iii) the PledgeMe crowd funding platform clearly advises users of the platform that a PledgeMe associated person is purchasing shares, discloses any conditions of purchase and describes the exact nature of the associated person and its relationship to PledgeMe. www.pledgeme.co.nz/interests 

 

B. PledgeMe associated persons wishing to be involved in the management or control of Issuers using the PledgeMe crowd funding service. 

 

PledgeMe associated persons may be involved in the management or control of Issuers using the PledgeMe crowd funding service provided that:

(i) the PledgeMe associated person obtains the prior written permission of the board of PledgeMe to do so (any director being that associated person shall abstain from any vote or decision).  Such permission may contain conditions imposed by the board of PledgeMe;

(ii) the prior consent of the Issuer is obtained in writing;

(iii) the PledgeMe crowd funding platform clearly advises users of the platform that a PledgeMe associated person will be involved in the management or control of the Issuer, discloses any conditions and describes the exact nature of the associated person and its relationship to PledgeMe.

 

C. Existing ownership or control by PledgeMe associated person of Issuers wishing to use the PledgeMe crowd funding service. 

Issuers with existing ownership or control by PledgeMe associated persons may use the PledgeMe crowd funding service provided that:

(i) the Issuer and the PledgeMe associated person obtains the prior written permission of the board of PledgeMe to do so (any director being that associated person shall abstain from any vote or decision).  Such permission may contain conditions imposed by the board of PledgeMe;

(ii) the PledgeMe crowd funding platform clearly advises users of the platform that a PledgeMe associated person is involved in the management or control of the Issuer, discloses any conditions and describes the exact nature of the associated person and its relationship to PledgeMe and to the Issuer.

 

D. The crowd funding of PledgeMe Limited and/or any subsidiary company.

 

PledgeMe Limited and/or its subsidiaries may self fund on the PledgeMe crowd funding service provided that:

(i) the board of PledgeMe unanimously votes to do so and a special resolution of PledgeMe Shareholders is obtained to that effect;

(ii) the PledgeMe crowd funding platform clearly advises users of the platform that a PledgeMe and/or its subsidiary is self funding using the PledgeMe crowd funding service and discloses any conditions;

(iii) an independent director is appointed to be board of PledgeMe (not a shareholder) who will be responsible for the campaign; and

(iv) Deloitte (or equivalent) is appointed to manage and run the campaign in all respects.

 

 

E. Sale of Issuer’s shares on the secondary market by PledgeMe Associated persons.

 

PledgeMe associated persons may sell Issuer shares on the PledgeMe secondary market provided that:

 

the PledgeMe associated person obtains the prior written permission of the board of PledgeMe to do so (any director being that associated person shall abstain from any vote or decision).  Such permission may contain conditions imposed by the board of PledgeMe;

 

the prior consent of the Issuer is obtained in writing;

 

the PledgeMe crowd funding platform clearly advises users of the platform that a PledgeMe associated person is selling Issuer shares, discloses any conditions and describes the exact nature of the associated person and its relationship to PledgeMe and the terms of such sale.

 

FEES DISCLOSURE:

 

All fees (direct or indirect) paid by the Issuer to PledgeMe of any associated person will be disclosed:

(i) In the Issuer Agreement (signed by PledgeMe and the Issuer) which will be disclosed on the Website (this is a document that is required to be disclosed as a minimum standard);

(ii) In the Investor Agreement;

(iii) In the disclosure statement sent to all clients and published on the Website;

(iv) On the secondary share market page on the Website; and

(v) On the Website.

 

MANAGING CONFLICTS:

 

In addition to the above:

 

We will keep a register of interests of actual or perceived conflicts on our website available to our users; and

 

When a team member pledges on a project, it will be noted next to their name that they are part of the PledgeMe team.

 

We will note that personal investments do not signify a stance made by the platform on the viability of the company.

 

When our staff (other than the Board or a committee of the Board) are approving and/or managing campaigns, including the payment of any monies, the following rules will apply:

 

Direct financial benefit: A staff member may not approve or be involved in the management of an investment proposal if he/she or his/her associated person could receive direct benefit from the issue.

 

Indirect financial benefit: A staff member may not approve or be involved in the management of an investment proposal if he/she or his/her associated person could receive indirect financial benefit from the issue, which in the aggregate would exceed $10,000 per year.

 

Major professional roles: A staff member may not approve or be involved in the management of an investment proposal if he/she or his/her associated person is contributing to the business in a substantive, measurable way, including by being able to exert a substantial degree of influence over decision-making relating to the business activities.

 

Appearance of a conflict of interest: Any situation that could cause a reasonable person with all the relevant facts to question the impartiality of the staff member or that leads the staff member to question his or her objectivity means that the staff member may not participate in the evaluation of that investment proposal.

 

Conflicts of interest will be a standing agenda point at our Board Meetings - and the outcomes of those meetings will inform updates to our online register.

 

In between meetings, our staff will be able to notify the General Manager or the Board directly of any conflicts of interest, which will also trigger an update of the online register.

 

The factors the Board may take into account when deciding whether or not to approve a conflict include but are not limited to:

 

  • the nature of the associated person’s interest, including the amount or value if it can be quantified;
  • the nature or significance of the particular decision or activity proposed to be carried out by the associated person in relation to PledgeMe;
  • the extent to which the associated person’s interest or perceived interest could affect the particular decision or activity proposed to be carried out by the associated person in relation to PledgeMe; and 
  • the nature and extent of the associated person’s current or intended involvement or control in the Issuer’s decision making or business operations.

 

All decisions by the Board will be documented, and approved conflicts of interest will be required to be shared on the campaign page. Minutes of the meeting in which the decision was made will be available on request. 

No director or other PledgeMe associated person, who is involved with an Issuer, shall be involved in the decision making process to approve a campaign by the Issuer. They shall also not be involved with the ongoing management of that campaign.

 

Warning statement about equity crowdfunding

Equity crowdfunding is risky.

Issuers using this facility include new or rapidly growing ventures. Investment in these types of business is very speculative and carries high risks.

You may lose your entire investment, and must be in a position to bear this risk without undue hardship.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.

The usual rules do not apply to offers by issuers using this facility. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

Ask questions, read all information given carefully, and seek independent financial advice before committing yourself.