Glossary

Nominee Deed

All investments via AngelEquity are made through a Nominee.  The Nominee Deed is an agreement between yourself and the Nominee company acknowledging this relationship and can be downloaded from here.

The Nominee groups together all investments from Wholesale Investors to allow for smaller investment parcel sizes, simplifying the Share Register and minimising the administrative overhead for investors and investee companies by streamlining the communication between the investors and the company.

The Nominee is the legal owner of the shares as a bare trustee; however the investor remains the beneficial owner and retains full economic rights.

Key points about the Nominee:

  • Investor Deed – You will need to sign an EA Nominee Ltd Investor Deed from here to invest through our Nominee. From some to time it may make sense for offers to be finalised through other Nominees, in which case we will be in touch to arrange.
  • Confirmation of investment – The Nominee will appear on the Companies Office Share Register however you will still receive email confirmation from the Nominee of your investment for your records.
  • Company Updates – The Nominee will circulate company updates
  • Administration – The Nominee will administer your investment in the case of dividend payments or other liquidity events.
  • Voting – You vote through the Nominee by email. The Nominee will sign any resolutions on your behalf as instructed by you. You may also attend and vote directly at Annual General Meetings.
  • Reporting – The Nominee will provide 6 monthly reporting of all your investments.

Safe Harbour Certificate

A Safe Harbour Certificate is a written assurance provided by the investor to the Investee Company that they qualify as a Wholesale Investor and must be provided to AngelEquity prior to your first investment. If your circumstances do not change, your Safe Harbour Certificate will be valid for a period of two years, after which you will need to provide another.

If you are able to tick at least one of these criteria, you will be able to self-certify as a Wholesale Investor and will need to supply a Safe Harbour Certificate from here.

  • I own net assets which combined with the assets of entities I control, exceeded NZ$5 million for the 2 most recent financial years.
  • The total turnover of my own and the entities I control exceeded NZ$5 million for the 2 most recent financial years.
  • I have owned at some time during the last 2 years, a portfolio of financial products of a value of at least NZ$1 million.
  • I have carried out 1 or more transactions to acquire financial products during the last 2 years, where the amount payable under those transactions (in aggregate) is at least NZ$1 million and the other parties to the transactions were not associated with me.
  • My principal business is investing in financial products.
  • My principal business is providing a financial advice in relation to financial products.
  • My principal business is broking financial products.
  • My principal business is trading in financial products on behalf of other people.
  • I have been employed in an investment business within the last 10 years and, for at least 2 years during that 10 year period, I participated in the investment decisions made by that business.
  • I am a Qualifying Financial Entity (QFE).
  • I am an authorised financial adviser in New Zealand.
  • None of these apply to me.

There is no requirement for a Safe Harbour Certificate to be certified by an independent party, however the penalty for providing a Safe Harbour Certificate if you do not quality as a Wholesale Investor is currently $50,000.

Eligible Investor Certificate

A Eligible Investor certificate is a written assurance provided by the investor to the Investee Company that they qualify as a Wholesale Investor under the Eligible criteria.

This certificate must clearly state how you, the investor, consider you qualify as an eligible investor, and must be certified as such by a New Zealand authorised financial adviser, a qualified statutory accountant, or a lawyer.

To be an eligible person, you must have acquired and disposed of financial products in the past and have gained experience for such activities such that allows you to assess the merits of a transaction (including value and risk), your own information needs in respect of a transaction, and the adequacy of the information provided about a transaction. Our Eligible Investor Certificate can be downloaded from here.

If you are able to tick at least one of the following criteria, you will qualify as an Eligible Investor and will need to supply an Eligible Investor Certificate from here.

  • I have experience in acquiring or disposing of financial products.
  • I have served as a Director of an early stage business that was involved in capital raising.
  • I have experience in investing in shares and other securities (listed and unlisted) and understand the risk with investing in different types of financial products. I recognise that investment in angel investment is generally of a significantly higher risk profile than most listed investment opportunities.
  • I currently hold a diverse portfolio of investments which I regularly review, with the benefit of advice from relevant professionals where appropriate, and make my own investment decisions in relation to my portfolio.
  • In the course of acquiring or disposing of financial products, I have been exposed to a wide range of investment analysis and commentary and this has helped me build knowledge and skills in assessing the value and risks of investing in financial products.
  • other relevant experience of acquiring or disposing of financial products
  • None of the above

An Eligible Investor Certificate must be provided to AngelEquity prior to your first investment. If your circumstances do not change, your Eligible Investor Certificate will be valid for a period of two years.

Each investee company is required to ensure that your certificate is not signed by anyone associated with them.  If this is the case, you may be required to provide a certificate certified by someone not associated with the investee company.

The penalty for providing an Eligible Investor Certificate if you do not quality as a Wholesale Investor is currently $50,000.

Indicative Investment

Angel Networks ask members for an indication of the amount they may invest in an opportunity if due diligence is positive.  These indications drive the decision as to whether the Angel Network will proceed to due diligence.  Given the time and effort involved in the due diligence process for Business Angels and also Entrepreneurs/Investee companies, we want to be confident that there will be a return in terms of investment at the conclusion.

Due Diligence

Due diligence is a comprehensive appraisal of the opportunity undertaken by a team of Business Angels, to verify and fully understand the various aspects of the business and evaluate the risks and potential benefits.

Due Diligence Team

Being involved in due diligence is a key benefit of being a Business Angel, this is your opportunity to have a good look “under the bonnet” of any investment offer to satisfy yourself of the risks and benefits.

A team of 4-6 Business Angels who met with each other, the Entrepreneur and other key parties, and delve into the “nitty-gritty” of the offer.  The areas they cover are:

  • Corporate Organisation
  • Financials
  • Real Property, Plant and Equipment of the Business
  • Intangibles of the Business
  • The Industry
  • Marketing and Distribution
  • Products and technology
  • Production
  • Other Contracts and Commitments
  • Management and Employees of the Business
  • Environment
  • The Offer

Being involved in the due diligence team is an ideal way to “wet your feet” in angel investing, as it is a sure fire way to understand the offer and what it takes to choose an angel investment.