Registration on the Co-Investment Register
What Role Does Iuxta Capital Play?
For those persons registering on the Iuxta Capital Co-Investment Register and otherwise meeting the eligibility criteria, Iuxta Capital will present co-investment opportunities arising as a result of Iuxta Capital’s own activities, as well as those introduced to, or sourced by, Iuxta Capital as a result of its relationship with the Maxim Group of companies. In addition, Iuxta Capital, with the assistance of the Maxim Group of companies, will analyse potential opportunities and manage all completed co-investments.
Prequalification
If the opportunity is one where a registered prospectus and investment statement will not be prepared then Iuxta Capital may present the opportunity only to persons who are exempted from public offers or who are "eligible persons" for the purposes of the Securities Act 1978 (the Securities Act).
In order to protect the interests of parties seeking funding and in cases where a registered prospectus and investment statement are not required, prospective investors who respond positively will be required to sign a confidentiality agreement before Iuxta Capital can reveal more information.
Please note that this document is not a prospectus, investment statement or advertisement requiring registration in terms of the Securities Act.
This invitation is not an offer of securities and Iuxta Capital is not presently seeking expressions of interest for investment in connection with any particular investment opportunity. Iuxta Capital is not acting for or on behalf of any specific issuer of securities in making this invitation.
Your registration on the Iuxta Capital Co-Investment Register does not commit you to participate in any investment opportunity that may be presented to you in the future, nor does it oblige you to respond to any expressions of interest that may be sought from those persons on the Iuxta Capital Co-Investment Register.
Registration with the Iuxta Capital Co-Investment Register does not create a binding obligation for investors to participate in any offer. No money is being sought by Iuxta Capital in connection with this registration and no fees are payable to Iuxta Capital or to any other person for being registered on the Iuxta Capital Co-Investment Register.
Who Is The Register Open To?
At this stage, registration is open to anyone who meets criteria regarding investment experience such that they can be regarded as other than a member of the public for the purposes of the Securities Act. The reason for restricting registration in this manner is that it is anticipated that for the majority of investment opportunities, at least in the early stages, such opportunities will only be available to “eligible persons” or to persons who are not members of the public for the purposes of the Securities Act. Such co-investment opportunities will not require the issue of a prospectus or investment statement.
In addition, the nature of the direct co-investment opportunities presented to prospective investors will likely require a level of active investors’ involvement, particularly when contrasted against other publicly available investment opportunities. In addition, it is anticipated that only a modest proportion of a prospective investors total assets will be invested in opportunities presented by Iuxta Capital. Finally, co-investment opportunities presented to prospective investors are likely to be for minimum amounts of NZ$50,000.
Iuxta Capital reserves the right to not present investment opportunities to any person registered on the Iuxta Capital Co-Investment Register if the particular investment opportunity is not intended to comprise an offer to the public and if Iuxta Capital is not satisfied that any such person should be properly regarded as being other than a member of the public for the purposes of the Securities Act.
Participation in opportunities presented to registrants on the Iuxta Capital Co-investment Register is not appropriate for investors who do not consider that have the necessary skills and expertise to evaluate co-investment opportunities for themselves and who do not have a risk tolerance for such investment.
Aside from the above qualifications, any person over the age of 18 may apply for registration on the Iuxta Capital Co-Investment Register. However, Iuxta Capital reserves the right to refuse registration at its sole discretion for any reason. In addition, any person registered may request that his or her name be removed from the Register at any time by giving written notice to Iuxta Capital.
Download a copy of the Registration Document and Application for Registration here.
Eligible Persons
Pursuant to section 3(2) of the Act, an offer made to any or all of the following persons only will not constitute an offer of securities to the public:
(a) Relatives or close business associates of Iuxta or a director of Iuxta;
(b) Persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;
(c) Persons who are each required to pay a minimum subscription price of at least $500,000 for the securities before the allotment of those securities; or
(d) Any other person who in all the circumstances can properly be regarded as having been selected otherwise than as a member of the public.
The most common way to qualify as an “eligible person” is to fall within the Act’s definition of a “wealthy person”. To meet this test, an independent chartered accountant must certify, on reasonable grounds, that the applicant, either:
(a) has net assets of at least NZD$2,000,000.00; or
(b) had an annual gross income of at least NZD$200,000.00 for each of the last two financial years.
There are two further categories of “eligible person” under the Act that an applicant may fall within:
(c) persons who are experienced in investing money; or
(d) persons who are experienced in the industry or business that Iuxta operates in.
Further information on these exemptions can be provided upon request.
Download a Registration Form and the Iuxta Capital Co-Investment Infomation Memorandum document here.
