We've put together the key points about advertising for companies looking to raise capital through CSF - specifically what you can & can't do.
1. The Advertising Disclaimer
Note: Issuer = your company, intermediary = Birchal.
As an issuer, any advertisement about a CSF offer or intended offer (an EOI is an intended offer), must include a statement that tells investors to consider the offer document and the general risk warning when deciding whether to apply for shares under the offer (the Advertising Disclaimer) both before and after the CSF offer document is published on Birchal. Find below:
“CSF Warning: Always consider the general CSF risk warning and offer document before investing”
Failure to include the Advertising Disclaimer is a strict liability offence. Your company and officers could be punishable by a maximum penalty of 30 penalty units (approximately $6,660).
Videos on Social Media
The Advertising Disclaimer is required for all forms of advertising, including social media. This includes on post descriptions and as on-screen text in videos themselves (at the end of the video).
2. International Advertising
Different jurisdictions have different rules on CSF advertising, and in general advertisements for Australian securities (or any foreign security) is not allowed. Where possible, you must advertise your EOI and offer campaigns in Australia only.
3. General guidance on advertising CSF offers and EOIs
ASIC’s Regulatory Guide 234 (Advertising financial products and services) provides additional guidance relevant to marketing CSF offers and EOIs.
Below are some highlights of ASIC’s guidance, with comments on how it might apply to the marketing of CSF offers and EOIs:
Advertisements should give balanced information to further an investor’s understanding of the offer. The advertisement should not create unrealistic expectations. Advertising and information relating to the issuer on Birchal must not be misleading or deceptive.
Advertisements, and any headline claims made in them, should not be inconsistent with the general risk warning or any risks that you are required to disclose in the CSF offer document. For example, a CSF offer should never be advertised as a low risk investment, as this would clearly be inconsistent with the language in the general risk warning for all CSF offers.
Comparisons should only be made between products which have sufficiently similar features.
Any reference to past performance must be accompanied by a warning that past performance is not indicative of future performance.
Advertisements should be capable of being clearly understood by the audience that might reasonably be expected to see the advertisements. Advertisements should not state or imply that a product is suitable for particular types of consumers unless the promoter has assessed that the product is suitable for that class.
Graphical presentations should not be ambiguous or overly complicated. Any photographs or images included with the advertisement must not contradict any statement made or draw attention away so as to marginalise the effect of any warnings, disclaimers or qualifications.
For forms of advertising which are often short, such as internet adverts, the overall impression created by the banner when viewed by itself for the first time should be considered.
Statements made by the issuer must be balanced and accurately represent the company’s business and not create misleading impressions.
Comments made to a potential investor on the provided communication channel on Birchal should be made in good faith and not misleading or deceptive.
This document is intended as a guide only and is not a substitute for legal advice. We recommend you always speak with your legal adviser to understand how advertising restrictions and ASIC guidance might apply to your own activities.
For further information on advertising guidelines, see;
Regulatory Guide 261 Crowd-sourced funding: Guide for public companies is available for download here: https://asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-261-crowd-sourced-funding-guide-for-companies/
Regulatory Guide 234 Advertising financial products and services: ASIC's good practice guidance is available for download here: https://asic.gov.au/regulatory-resources/find-a-document/regulatory-guides/rg-234-advertising-financial-products-and-services-including-credit-good-practice-guidance/
If you have any questions, please talk to your Campaign Manager and go through our quiz on Advertising for Issuers to make sure you're across the regulations.