Knowledge Centre

PrimaryMarkets complies at all times with the prescriptive requirements of being a Corporate Authorised Representative of Australian Financial Service License No 485 946 and also operating within the conditions and requirements of ASIC Class Order 02/273 to ensure compliance with relevant provisions of the Act. These compliance matters pertain (in certain circumstances) to dealing in shares and securities and being offered only to Sophisticated, Wholesale and Professional Investors without the need for a disclosure statement or regulated promotion securities offer.

At all times PrimaryMarkets complies with cross market jurisdictions and, if necessary, for certain securities that may be transacted across multiple jurisdictions, PrimaryMarkets has or will (subject to each of our Platform Trading Rules and Company Trading Hub Rules) ensure that the offerings by Sellers and the transactions with Buyers comply with relevant jurisdictional rules and regulations.

• To protect your personal information from unauthorised access and use, PrimaryMarkets uses security measures that comply with all Australian laws. These measures include computer safeguards and secure files.
• PrimaryMarkets also maintain other physical, electronic and procedural safeguards to protect this information and limit access to information to those employees for whom access is appropriate. Any information you chose to designate Public will be available publicly. You cannot reverse this designation and this public information may be shared with anyone requesting it.
• Your personal information is kept private and only you can choose who to share it with. For further details in this regard see Terms and Conditions of Use.

• A listing is a dedicated platform that enables investors and existing shareholders to buy and sell shares in private/unlisted companies and funds.
• Our listing platform also provides:
• Digital Share Registry Services.
• Escrow transactions payments.
• Online KYC/CTF/AML and Buyer Status Verification for all share trades and payments from buyer to seller.
• A dedicated Platform to inform shareholders of company results and performance.

• Submit to us your completed “List your Company or Fund” online form found at www.primarymarkets.com.
• PrimaryMarkets will then liaise with you for provision of information that is required to commence your listing going live.
• It is very simple online process with the expectation of having your company trading on our platform within days – not many months if you plan to list on an exchange such as ASX.

• Examples of information required include:
  1. Company Overview.
  2. Company History.
  3. Corporate video (if available).
  4. Company Announcements (last 2 years).
  5. Financial Reports (P&L, Cashflow and Balance Sheet – last 2 years).
  6. Relevant Marketing Material – e.g. presentations etc.
  7. List Management and Board of Directors plus short bios.
  8. Company Logo.
  9. Research Reports (if available).
  10. Share register name and contact details.
  11. Constitution or Shareholder Agreement

• There is no minimum however it is generally considered that companies should have more than 20 shareholders

• Our platform offers to individual holders of parcels of shares in private companies
• To List with us: Submit to us your completed “List My Shares” online form found at www.primarymarkets.com.
• PrimaryMarkets will then liaise with you for provision of information that is required to commence your listing going live.
• It is very simple online process with the expectation of having your shares trading on our platform within hours if not days.

• PrimaryMarkets will request the following information for each company that you wish to sell Shares in:
  1. Name of Company that you own Shares in.
  2. The Type of Share you own e.g. ordinary, preference etc.
  3. Number of Shares you wish to list for sale.
  4. The sale price per Share you seek.
  5. When and at what price did the Company last raise new equity?
  6. Is there is any shareholders agreement, pre-emptive rights or other restrictions or limitations on you selling or a third party buying the Shares?
  7. Please provide us with whatever materials you have for your issuer Company being such information that a prudent buyer is likely to ask for e.g., Company accounts, presentations, videos etc.
  8. Have you notified the Company that you wish to sell your Shares and, if so, what was their response?

If no response, do you need to get the Company approval as once we start promoting that Shares are for sale they will find out.

• Fully customised platform: each listing is accessible only to those parties the listing company permits.
• Flexible share trading rules: the trading rules and restrictions are set by the listing company.
• Transaction controls: timing, conditions of sale (price & volume) are set by the listing company.
• Share Registry Services: A full-service solution for the listing company and their shareholders.
• KYC/CTF/AML Verification: online, simple process undertaken within minutes.
• Escrow Services: seamless and online.
• Investor notifications: Listing company determines what information is made available on the platform (e.g., accounts, investor presentations, videos research notes and the like).
• Dedicated customer support: 24/7 assistance from the PrimaryMarkets team.
• Targeted investors: Direct access to our 110,000+ global professional investor network.

• Top 1,000 Private/ Unlisted Companies
• Private/Unlisted REITS/Funds
• Delisted ASX companies

At the time of Trading, you will be required to undertake KYC/CTF/AML Requirements There is a statutory requirement to collect and verify information in order to comply with legislation and regulations regarding Know Your Client (KYC), Counter-Terrorism Financing (CTF) and Anti-Money Laundering (AML). Thus, in accordance with best practice and to target fraud and provide comfort of the bona fides and legitimacy of a counterparty, the use our platform requires that Members satisfy all AML, CTF and KYC obligations. KYC/CTF/AML encompass legal identification requirements for the parties engaged concerning the exchange of money for trading of shares/securities.

• PrimaryMarkets has a fully digital online process for AML, CTF and KYC on-boarding of both Seller and Buyer which is simple to navigate and should take less than a couple of minutes to complete.

• Individuals:
• Full Name
• Date of Birth
• Residential Address
• If using our Escrow Services, License and/or Passport number from a government issued ID

• Provide ABN/ACN
• Registered address
• Full Names of all beneficial owners of more than 25% - who will then need to complete ID verification
• Trusts:
• Each Trust will require a certified copy of the Trust Deed to be uploaded.
• Additionally, the trustees (most likely the Directors of a trustee company) will also need to complete ID verification.

For Australians, if you do not pass the online verification check you will be contacted by PrimaryMarkets who in some instances may request that email us a copy of:

• Australian Driver Licence or Passport with your current address; and
• A gas, electricity or water bill (no more than 3 months old).
• Medicare Card.
• Once received, these documents we will verify electronically to ensure their validity.

For Non-Australians please contact us at trading@primarymarkets.com.

• Escrow Services facilitate the flow of funds from a Buyer to Seller via a duly authorised and licenced third-party Custodian.
• Escrow Services is a contractual arrangement between the Buyer, Seller and Custodian whereby the third-party Custodian receives funds for a tarde from the Buyer and then disburses such funds as directed by both Buyer and Seller subject to certain conditions.
• Nominated bank account must match trading entity. Differentiating bank accounts may be refused by the Escrow Agent upon settlement and run risk of delays.

• Perpetual Trustees is our Escrow Agent who act independently on behalf of the buyer and seller.
• Perpetual sets up nominated transaction bank accounts with their nominated bank usually either Westpac or ANZ Bank.
• Perpetual Trustees is one of the largest ASX listed independent and diversified financial services group (market cap >A$2B).

• Escrow monies are held by the Escrow provider and when a release request is approved by both Seller and Buyer the Escrow Provider will make the payment directly to the appropriate party or parties.
• PrimaryMarkets does not hold or deal with any funds held by Buyer, Seller and/or Custodian.

• First, a Trade needs to be Matched along with receiving any necessary relevant issuer company approval.
• Escrow Account set up – Both the buyer and the seller will receive email notification from PrimaryMarkets regarding next steps to complete the Trade using Escrow Services.
• Escrow Account Verification - Both buyer and seller will be required to set a password for their respective escrow account whilst at the same time they will complete any outstanding ID Verification for their buying/selling entity.
• Payment Approval:
  1. The buyer logs into their Escrow Account, will click on the transaction details to view the EFT payment details and unique reference number for the buyer then to complete the funds transfer into the Escrow Account.
  2. The seller can login to their Escrow Account and add their selling entity’s bank details under the “Accounts” tab.
• Release of Funds:
  1. Once the funds have been received from the buyer into the Escrow Account, both buyer and seller will receive an email confirming the transaction is ready to settle.
  2. both the buyer and seller will receive a text/SMS message with their respective 6-digit code to approve completion of the transaction and release of funds by the buyer to the seller and from the seller to PrimaryMarkets for the transaction and other approved fees due and owing.
• Release of Funds:
  1. Once the funds have been received from the buyer into the Escrow Account, both buyer and seller will receive an email confirming the transaction is ready to settle.
  2. both the buyer and seller will receive a text/SMS message with their respective 6-digit code to approve completion of the transaction and release of funds by the buyer to the seller and from the seller to PrimaryMarkets for the transaction and other approved fees due and owing.

• The Buyer can make payments into PrimaryMarkets Escrow via bank transfer or BPAY.
• Please note that PrimaryMarkets Escrow does not accept cash, cash deposits or cheques.

• “If the Company’s share registry is maintained by PrimaryMarkets the once the share transfer form and trade have been completed, PrimaryMarkets will issue you a Holding Statement. This is a seamless process, and no further action is required.
• However, if the Company’s share registry is maintained by a third party share registry (such as Automic, Computershare, Link) then PrimaryMarkets will assist the registration of the share transfer, which in some cases can be manual given the third parties limited technology.
• Once a Trade is matched, PrimaryMarkets will send both the Buyer and Seller a Matched Trade notification containing details of the transaction including next steps. The relevant pre-populated share transfer form will be attached to this email.
• For Company’s whose registry is maintained by PrimaryMarkets both Buyer and Seller will be taken through the process of electronic signatures and approvals of the share transfer form.
• For Company’s whose registry is maintained by a third-party provider:
  share registry requirements, both the Buyer and Seller will need to be print, sign (wet signature) and the express post the original share transfer form back to PrimaryMarkets for reconciling. Additionally, the Buyer and Seller will also return the required transfer from inclusive of (certified passport and driver’s license) to PrimaryMarkets. Please note this is the third party registry requirements not PrimaryMarkets.
• Once PrimaryMarkets are in receipt of the completed transfer forms from both Buyer and Seller and the funds have been released from Escrow, PrimaryMarkets will forward the documentation and transaction details to the relevant share registry for processing. The share registry will then issue updated holding statements or share certificates.
• PrimaryMarkets sends a final completion email advising both Buyer and Seller that the transaction has been completed and details sent to the relevant share registry for processing.
• The share registry will update the share register and issue new holding statements or share certificates. Direct to both Buyer and Seller.

The escrow funds should not be deposited until such time as both Seller and Buyer are each ready, willing and able to formally exchange all transfer documentation in order to complete the proposed transaction. The Buyer and Seller must both agree before any funds are sent to the Seller or Buyer. Neither party can simply “withdraw” the money. Sellers cannot access funds without the approval of the Buyer. Likewise, Buyers cannot withdraw the funds without the action first being proposed by the Seller.

It is in the utmost interest of both parties to resolve any disputes to access the escrow funds. In the event that a dispute cannot be resolved after 10 days or more from the initial request to release funds the dispute may be forwarded to an appropriate court or tribunal. The Escrow Agent will then release the funds as directed by the court or tribunal. All parties involved in the Escrow Service are entitled under the Escrow Deed to claim legal costs from the funds held in escrow to the extent awarded by the court or tribunal.

Yes. All funds in escrow are kept in segregated escrow accounts under the control of the Escrow Agent.

The Buyer can make payments into PrimaryMarkets Escrow via bank transfer or BPAY. Please note that PrimaryMarkets Escrow does not accept cash, cash deposits or cheques. Each Buyer and Seller can access their respective Escrow Accounts on their smart phones, iPads, other devices and computer. Complete transactions from anywhere.

The fee payable by both Buyer and Seller to PrimaryMarkets in respect of all parties providing the PrimaryMarkets Escrow Service is a nominal amount which is agreed as between PrimaryMarkets on the one part and the respective Buyer and Seller on the other. From this fee, PrimaryMarkets pays all fees to the Escrow Agent plus bank charges for using the escrow facility.

All escrow funds are deposited in an at-call bank account with either ANZ or Westpac.

All parties dealing with the Escrow Service hold all necessary Australian Financial Services Licence (AFSL) and are authorised independent remittance dealers registered with AUSTRAC.

Drop us a line at trading@primarymarkets.com

Commonly referred to as Secondary Trading it involves the buying and selling of existing shares in a private company or Fund via the PrimaryMarkets' platform. A private company and fund are ones that are not listed on the Public Stock Exchange such as the ASX.

Our free, simple online application process to become a Member with us is:

• Press the “Register” Button on the home page.
• Register your first name, surname, mobile number and email address to gain access to the PrimaryMarkets' platform.
• Press “Accept” to agree to our' Platform Trading Rules, Privacy and Terms and Conditions of Use and self-accredit that you are a Sophisticated Investor.
• After confirmation of your Member registration with us you will be able to view all listings for trading on our platform.

Register as a member

• Find the Shares you wish to trade
• Click the Trade button to buy or sell shares.
• Your Trade order (buy or sell) will specify volume of shares and price per share (Trade Order).
• Once a trade has been matched PrimaryMarkets will confirm via email (Matched Trade)
• Our online ID verification process is simple, quick and easy to understand – we are required by law to verify your entity and source of funds in accordance with Know-Your-Client (KYC), Counter-Terrorism Financing (CTF) and Anti-Money Laundering (AML) regulations (ID Verification Process).
• All Buyers who wish to trade on the PrimaryMarkets platform are required to be sophisticated, wholesale, professional, institutional, accredited or experienced investors (Sophisticated Investors) in accordance with our Australian Financial Services License.
• Note: some company listings may not offer immediate access to all Members as the relevant company has specified that access is only with prior company approval. In this case, PrimaryMarkets will contact both you and the company to arrange access (if applicable).

• Members can amend their buy or sell orders at any time up to the time that your order becomes a Matched Trade.

The minimum Trade Order value of each parcel/order is $5000 What are the trading fees? There is a 6% (plus GST) transaction fee for Sellers. For more information on PrimaryMarkets’ transaction fees, please read the Platform Trading Rules.

• A Seller is the person or entity who is the legal and beneficial owner the shares in a Company or Fund (Securityholder) that is listed on the PrimaryMarkets platform.
• A Seller will need to undertake our ID Verification Process check if they are using our Escrow Services.

To be classified a Sophisticated Investor a Buyer must have:

• Gross personal income over the last 2 years of A$250,000+; or
• Net assets of A$2.5M+; and
• Register for an account

Securities traded on our platform do not have an ASIC approved Prospectus or Product Disclosure Statement. As such, it would be in breach of ASIC requirements if we were to permit retail investors to become Buyers unless they deal through a duly licenced intermediary such as a stockbroker.

Buyer status verification can be completed by registering for an account.

• Under United States law, to be classified similar to a Sophisticated Investor one must be an Accredited Investor or QIB.
• An Accredited Investor is a term used by the SEC under Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided by certain government filings.
• In order for an individual to qualify as an Accredited Investor at least one of the following must apply:
• Earn an individual income of more than US$200,000 per year, or a joint income of US$300,000, in each of the last two years and expect to reasonably maintain the same level of income.
• Have a net worth exceeding US$1M, either individually or jointly with his or her spouse.
• Be a general partner, executive officer, director or a related combination thereof for the issuer of a security being offered.