*Background* - crowd investing (Fundable, Rock the Post, Early Shares, 
Seedrs, CrowdCube) has been popular in the US and Europe as alternative 
source of capital for early stage firms. NZ legislation enabled platforms 
to offer their services to bridge the gap between investors and firms as 
from 1st April (apparently dozen firms expressed interest to the Financial 
Market Authority). This post will look at the potential for Australian 
startup technopreneurs to take advantage of Snowball 
Effect<http://www.snowballeffect.co.nz/>
.


<https://lh5.googleusercontent.com/-0gz02EF6YJI/U1tJdn6rDBI/AAAAAAAABng/7tGMnd7ckxw/s1600/snowballEffect-flowchart.png>

<https://lh5.googleusercontent.com/-0gz02EF6YJI/U1tJdn6rDBI/AAAAAAAABng/7tGMnd7ckxw/s1600/snowballEffect-flowchart.png>


*StageGate Process* -

1) 2 page outline of the business submitted online - the ideal profile is 
high growth and broad audience appeal (eg consumer-oriented goods/services) 
with a bias towards revenue positive operating companies though promising 
startups are not excluded (though obviously risker proposition)

2) If accepted, an offer document is prepared, typically financials + 10-15 
pages covering background, firm product, market, use of funds etc. This is 
expected to take around 8 weeks but should be sufficient information for an 
investor to make an informed independent decision. Each applicant will need 
to estimate %equity and low-high range for funds sought (less commission). 
A dozen pages is actually compact when you consider the SEC can ask for a 
dozen documents alone for a private placement memo (PPM). A strong track 
record (even if brief) gives a chance for teams to demonstrate their 
execution ability. Legislation caps funds raised to no more than $2M (NZD) 
in any 12 month period though possible to go back for topups. 

3) If due diligence is passed, then the prospect is paraded (optional 
multi-media video a nice extra) and there is a window of up to 60 days to 
reach the funding target. No marketing is done by platform (conflict of 
interest) so having a strong customer/supplier network or a fan base is a 
crucial determinant for success. 

4) Post-deal (if successful) there are investor relations processes which 
are supplied as part of the process and it is possible to tap into the 
personal/professional networks of Kiwi investors, some of which may have 
strong overseas connections. 

5) Whilst the platform has yet to launch (within weeks), already there are 
120+ NZ companies (predominantly SMEs) expressing interest and likely that 
the deal pipeline will be full whilst the best prospects are groomed and 
initial haircuts covered over. Despite the Cross-Taman Mutual Recognition 
Agreement, *Australian firms at the moment cannot directly apply *until 
legal position is clarified (and perhaps rulings sought). However, there 
are expansion potential which I will now list


*Progression for Australia*
1) If the AU govt alters their legislation (currently the nearest 
equivalent is the basis behind ASSOB<https://assob.com.au/about.asp?page=1‎>) 
then the qualifying threshold could drop for professional investors 
(currently averaging mid-low 5 figures each) whereas Snowball Effect 
expects mid 4 figures or higher for individuals. Opening up the capital 
base by order of magnitude would allow crowd-investing platforms to either 
sublicense or partner with Australia capital raisers. However, the onus is 
still on the investor and the presumption is that this is a step towards 
public listing on ASX and not global ambitions. 

2) Alternative, Australian startups can relocate to NZ (at least on paper) 
and undertake a reverse take-over of the Australian assets via a Kiwi 
nominee holding entity (as in case of Australian angel diversifying 
portfolio) ... however, this is problematic from point of view that it 
could trigger a capital event (with dire consequences and ensuing wrath 
from ATO) and may violate the spirit of the NZ legislation which as policy 
is intended to favor directing capital to domestic firms.

3) Failing these two test of time and talent, a third intermediate option 
is to set up a NZ autonomous/sister firm. I've previously pointed out the 
case of OpenCloud <http://www.opencloud.com/about/> which is an example of 
mini-MNC with R&D in Wellington, HQ in Cambridge, and sales offices around 
the Pacific. If a company fits certain criteria.
- existing SME or even large firm license out non-core technology (but 
allowing a NZ spinout to take it and run) or enabling cloud services (eg 
they do the IaaS and enable the PaaS in NZ)
- unlisted entity transferring specific assets as step towards global 
expansion raising funds from NZ first (and potentiially Australia later) 
bypassing the ASX expectations of ASSOB. Some Silicon Beach startups may 
fit this if too small for US (not everyone is Atlassian) but too big for 
Australia so seeking regional expansion.  
- run an R&D or business development unit, perhaps targetting a pilot/demo 
plant targetting specific resources such as geothermal, taking advantage of 
software patent-free legitimate reverse engineering or the fact that NZ is 
qualified under EU Data Protection Directive and is eligible to store 
personal data.    
- intention of an intermediate vehicle with trade sale/acquisition by a 
major overseas entity taking into account favorable position of NZ as 
currently zero capital gains tax (caveat ... seek your own international 
tax advice)


*Summary*Crowd-investing is two steps up from crowd-funding platforms like 
Kickstarter which are oriented towards one-off projects. Apart from more 
sophisticated investors, the clear intention is that this is a financial 
transaction with all the implications and obligations to minority 
shareholders. NZ may gain perhaps several years headstart over Australia, 
more if the ESOP regime in Australia is less favorable to medium risk, high 
return companies. However, in terms of sheer size (20+M cf 4M) Australia is 
a better target with 4 startup eco-systems compared with Auckland (home of 
IceHouse <http://www.theicehouse.co.nz>) and noted individuals elsewhere 
(hi Dave!). So if it is urgent to raise small bits of capital, and no 
friendly angel in locale, then a short stint in NZ may not be a hardship 
tour (especially if cloud service with severable IaaS/PaaS/SaaS). 
Otherwise, you can hold breath until the Australian govt get around to 
updating their opinion as was sought in the review last year. 

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