Knowledge Centre

• 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.

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).

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.

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

Sophisticated Investor Status Verification:

• Is required in order to establish that the buyer is a Sophisticated, Wholesale, Professional, Institutional or Experienced Investor as required by statutory regulation to trade of our platform.
• Is a simple online process that takes only minutes to complete.

If you have any questions if you qualify as a Sophisticated Investor please contact trading@primarymarkets.com.

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.

If you are a Non-Australian resident or citizen then please contact us at trading@primarymarkets.com so we assist you with completing your respective jurisdictional Sophisticated Investor Verification.

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.

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.

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.

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.