This Financial Services Guide (FSG) is dated 15 November 2021 and was prepared to assist you in deciding whether to use any of the financial services offered by Swarmer Pty Limited, ACN 609 908 009, Australian Financial Services Licence number, AFSL #507867. This FSG is for both Crowd Sourced Funding (CSF) Issuers and Investors of Swarmer.
PURPOSE OF THIS GUIDE
This FSG is designed to assist you in deciding whether to use any of the financial services offered by Swarmer. It provides you with an understanding of what to expect from your interactions with Swarmer. In particular, this guide contains information about:
- Documents that you should read in relation to offers listed on our platform;
- Services provided by Swarmer, under the Australian Financial Services (AFS) licence;
- The financial products to which those financial services relate to;
- Our contact details and how you may reach us
- Remuneration received by Swarmer and other associated persons for the financial services Swarmer provides as well as any applicable associations or relationships between us and any related party of issuers of financial products that may influence the way we provide services; and
- How complaints can be made, and how they will be managed.
Swarmer can be contacted via the details below:
Registered business address:
Level 27, 91 King William Street,
Adelaide 5000, Australia
When deciding to invest in any crowd-sourced funding offer (CSF Offer), you must read the CSF Offer document in full, including any attached or other documents relating to the offer. If you are classified as an experienced, sophisticated, or wholesale investor, under 708 (8)(c)(i)(ii), 708 (9), 708 (10)(d) and 708 (11) of the Corporations Act 2001 (Cth) (Corporations Act), you may be eligible to participate in certain exclusive offers that are only available to wholesale clients. However, protections available to retail clients under the Corporations Act will not be available to investors in those particular offers.
FINANCIAL SERVICES WE ARE LICENSED TO PROVIDE
Swarmer is authorised to provide a Crowd-Funding Service (CF Service) in Australia.
Swarmer provides a CF Service to a person who uses the Application Facility for a CSF Offer to make an application for the Offer. This service is provided from the time the person first uses the Application Facility to make an application pursuant to the CSF Offer.
Swarmer also provides a CF Service to a company making a CSF Offer, a Crowd Sourced Funding Issuer (CSF Issuer). This service is provided from the time the company enters into a hosting agreement for the CSF Offer.
The CF Service provides a process for offer creation and compliance checking in accordance with our gatekeeper obligations. Upon publication of a CSF Offer, we assist by obtaining applications in relation to the offers, facilitation of a communications channel, administration of cooling off rights, suspension, replacement and closure of CSF Offers and capping of investments
The terms under which Swarmer will provide the CF Service are set out in Swarmer’s:
Terms of and Conditions;
All of the above documents are available on the Swarmer website.
Types of Products
Under our Australian CSF Offers, investors are applying for new full-paid ordinary shares (ordinary shares) issued by Companies (or other entities) who, under the Corporations Amendment (Crowd-Sourced Funding) Act 2017 (CSF Issuer), are eligible to do so. The name of the Issuer and further details regarding CSF their offer are clearly mentioned and displayed under the respective section on the Swarmer website.
Financial Product Advice
Swarmer is not authorised to provide general or personal financial product advice. The factual information provided by Swarmer does not consider any objectives, needs, and financial situations of the investors. Swarmer strongly recommends that you consider your own objectives, assess your financial situation or needs and seek independent accounting, financial, taxation, and legal advice, before making any investment decision.
Swarmer reserves the right, in its sole discretion, to terminate, refuse or suspend any person's registration, and application to invest in any particular CSF Offer.
BENEFITS SWARMER RECEIVES
Note that Swarmer does not generally charge fees to investors that invest in or bid for financial products.
Swarmer may receive success fees, which are paid to Swarmer by the CSF Issuer of securities upon successful completion of a CSF Offer. This fee is calculated as a percentage based on the amount of new funds raised via Swarmer’s online platform. These fees may be paid by the CSF Issuer in cash or could be paid in equity by the CSF Issuer.
Swarmer reserves the right to charge an upfront listing fee to the CSF issuer for listing their CSF Offer on Swarmer website.
Interest on Application Money
Swarmer retains any interest earned on Investor’s money held in the Swarmer’s trust account during the campaign before the offer is filled or meets the deadline.
You will find further details regarding the particulars of any remuneration, commission or benefits payable to Swarmer in our FAQ on Swarmer’s website. You can further request for particulars of the remuneration Swarmer receives from a particular CSF Offer through the website or by contacting us.
Swarmer may pay commissions, or provide other benefits, to parties who refer investors or CSF Issuers to Swarmer. This may be a one-off or a recurring payment and may vary based on each transaction. Typically, this fee will be a percentage of the total value of financial products acquired in relation to a CSF Offer.
ASSOCIATIONS AND RELATIONSHIPS
There is no restriction on Swarmer, or any individual or other person in any way associated with Swarmer, from acquiring shares or otherwise contracting with Companies. For example, Swarmer may elect by agreement with a particular Company to receive shares in a Company in lieu of, or in part satisfaction of, receiving cash fees as consideration for using Swarmer’s service.
Where Swarmer or any individual or other person in any way associated with Swarmer acquires shares, this will be fully disclosed to Investors. Any shares so acquired will always be less than a controlling interest in the Company. However, as stated in the paragraph above, it is conceivable that Swarmer may agree with a particular Company to take shares in lieu of, or in part satisfaction of, fees due from the Company. Any such decision to acquire such shares is likely to be made prior to closing of the relevant Offer, and if Swarmer were to take any such shares then it would propose to notify Investors in that Company accordingly.
HOW TO INVEST THROUGH SWARMER
Investors who are registered with Swarmer, must be logged in to make an investment.
To make an investment in a particular Company on offer:
- He or she first must signal their commitment by clicking on the “Invest” button on the web page for the relevant Company on the Swarmer website. They will then need to accept the Investor Agreement and the applicable Subscription Agreement by inputting their initials as a digital signature. They will then verify their personal details and then specify the number of shares and the amount of the proposed investment.
- If an Investor has decided to invest in a particular Company then he or she, by clicking on the Invest button, thereby is obliged to make payment to Swarmer within one calendar day of the amount that he or she has committed to invest in the relevant Company. The monies are to be paid to the Swarmer account. The investment monies are to be paid to Swarmer utilising a direct debit authority which the Investor will have agreed to. The direct debit agreement will be included on the Swarmer website. Foreign Investors are to ensure that their investment moneys are direct credited to Swarmer’s account within five business days of signifying their commitment to invest.
- All money paid by Investors with the intention of being invested in a Company will be credited initially to a trust account opened by Swarmer with a registered bank. Swarmer shall have access to that trust account to enable it to make payment to the relevant Company in accordance with the relevant subscription agreement entered into between the Company and the Investors who have agreed to invest (the Subscription Agreement).
- If shares are not issued by a particular Company, whether as a result of minimum subscription levels from Investors not being achieved or for any other reason, Swarmer shall promptly refund to the relevant Investor the amount of monies so paid by him or her in relation to that particular investment. As noted above, no interest shall be payable to Investors on any such amount.
- Once an Offer has successfully closed (which means that at least the minimum level of committed capital for a particular Company has been reached) and once payments from Investors have been paid to Swarmer’s trust account then the moneys so paid, net of any fees payable to Swarmer, will be paid to the relevant Company in accordance with the Subscription Agreement and shares will be issued to the successful Investors.
Swarmer is subject to a number of obligations in relation to the receipt and holding of client monies and trust accounts.
COMPLAINTS AND DISPUTE RESOLUTION
If you have complaints about Swarmer or any queries regarding the services offered or applicable charges by Swarmer, you can reach out to us at any of the below contact details:
If you are not satisfied with the resolution offered by us, you can access our external dispute resolution scheme. Swarmer Pty Ltd is a member of the Australian Financial Complaints Authority (AFCA), Member no 40509. AFCA can be contacted on 1300 565 562 or firstname.lastname@example.org. This is a free service for complainants.
They can be contacted at:
Australian Financial Complaints Authority
GPO Box 3, Melbourne, VIC, 3001
Swarmer has professional indemnity insurance in place to compensate retail clients. Swarmer’s professional indemnity insurance complies with section 912B of the Corporations Act. This policy is subject to terms and exclusions and covers claims made against Swarmer in relation to financial services provided by current and former representatives and employees.