Acceptance and adherence to our market rules are mandatory for access to and or inclusion in our secondary market.
Introduction
1. General Market Rules for all Participants.
2. Statement of Principles
3. Corporate Advisor
4. Application process for membership of the Platform
5. Disclosures and transparency
6. Admission of securities
7. Issuer obligations after joining CrowdX
8. Suspensions and Termination
9. Investigations, Sanctions and Discipline
10. Approved Intermediaries
11. Investor Access and Orders
This document covers the rules and guidance (the “Market Rules”) for application to, and
use of, the services present on CrowdX’s website at www.crowdX.co.uk (the “Platform”)
and applies to:
CrowdX will annually review these rules, which may result in alterations, and a breach of the Market Rules will be a breach of a participant’s agreement with CrowdX.
If you have any questions regarding the information within these Market Rules, or wish to discuss the application process, please get in touch with: markets@CrowdX.co.uk
CrowdX operates a bulletin board and is not a Recognised Investment Exchange (RIE), recognised clearing house, regulated market or multilateral trading facility within the meaning of the Markets and Financial Instruments Directive.
Shares available on the Platform are not publicly listed securities.
CrowdX is an appointed representative of Prosper Capital LLP (FRN 453007), which is authorised and regulated by the Financial Conduct Authority.
Neither CrowdX nor Prosper Capital LLP have performed due diligence in assessing the truth, accuracy or completeness of any information made available on the Platform.
That information originates from companies traded on CrowdX and which CrowdX shares on behalf of those companies.
Each Member Company and its directors are solely responsible for the information published concerning that Member Company.
CrowdX and Prosper Capital LLP deny any liability or responsibility for such information.
CrowdX does not provide advice on the merits of individual investments available or on the merits of investing in unlisted securities in general.
Approved Intermediaries should carry out their own due diligence on Issuers
| 1.1 | CrowdX market hours are from 08:00 until 04:30 (GMT, adjusted for daylight saving). This period is when limit orders (“Orders”) and price requests (“PR”) will be received on the Platform |
| 1.2 | The Issuer Trading Window is the period when actions can be taken for Orders and PRs by specific Issuers |
| 1.3 | Orders and PRs will not be acted upon unless the Issuer Trading Window for the security in consideration is open. Trading Window times per Issuer will be made known to Participants. |
| 1.4 | CrowdX does not change or affect stocks' prices. Issuers set the prices for issues of new securities, and investors set levels at which they would be prepared to buy and/or sell through Orders and PRs. |
| 1.5 | CrowdX never takes a position as an issuer. All trades are carried out between Issuers and Approved Intermediaries or between Approved Intermediaries directly. |
| 1.6 | Clearing and custody will be handled through an independent party or parties. |
| 1.7 | All trades settled on a T2 basis and market circuit breakers are set to a default 5% move from the last traded price. |
| 2.1 | The CrowdX Applications Committee (“the Committee”) expects all Issuers listed on CrowdX to abide by the following set of principles. These have been put in place to protect the interests of shareholders and future stakeholders and are the main guidance for CrowdX-listed Issuers; |
| 2.1.1 | maintain an open and professional relationship with CrowdX; |
| 2.1.2 | directors should maintain a high standard of ethical behaviour in line with their own declared and reported code of ethics; |
| 2.1.3 | give CrowdX any required information relating to the Issuer and its business promptly and ensure the data is accurate, complete and not misleading; |
| 2.1.4 | as soon as possible, announce all price sensitive information to CrowdX for publication to keep investors aware of developments; |
| 2.1.5 | maintain familiarity and compliance with the terms of these Market Rules, as amended from time to time; |
| 2.1.6 | have high standards of corporate governance and ensure that the Issuer has corporate governance procedures appropriate to the size and nature of its business and appropriate committees in place to support Board decisions; and |
| 2.1.7 | comply with all appropriate legal and regulatory requirements at the time of admission and subsequently concerning its securities on CrowdX. |
| 3.1 | Applicants should appoint and retain a suitable corporate advisor to assist with the application process and provide advice on obligations once accepted. |
| 3.2 | You can find a list of CrowdX approved corporate advisors on our website at: www.CrowdX.co.uk. Corporate advisors must also comply with CrowdX Market Rules. |
| 3.3 | However, there is no guarantee that a subsequent application will be successful. |
| 3.4 | A corporate advisor may apply for membership and/or new issuance on the Issuer's behalf. |
| 4.1 | For eligibility for admission to the Platform, an Issuer must satisfy the Application Committee that, at the time of application, it:- |
| 4.1.1 | is incorporated in the United Kingdom; |
| 4.1.2 | has a corporate bank account with a UK credit institution; |
| 4.1.3 | has at least two year’s accounts which the Issuer has made up no more than nine months before either the date of admission to CrowdX or with the publication of an Offer Document (if earlier); |
| 4.1.4 | has management information and internal control systems appropriate to its size to provide a reasonable basis for the Issuer to make informed decisions about its financial position and prospects; |
| 4.1.5 | the Issuer can demonstrate that when admitting securities for dealing, they are freely transferable; |
| 4.1.6 | the Issuer can demonstrate that its directors have relevant experience and capacity for the business seeking membership to CrowdX and with a suitably qualified person in charge of the Issuer’s finance function; and |
| 4.1.7 | The Issuer can demonstrate the presence on the board of directors of one or more persons independent of either the controlling shareholders or the executive management team. |
| 4.2 | Companies wishing to become a member of the Platform must submit the following via our online portal: |
| 4.2.1 | a completed CrowdX online application form; |
| 4.2.2 | submit complete Capitalisation Table/Shareholders Register information; |
| 4.2.3 | completed CrowdX Declarations of a Director’s Business Activities signed by each director of the company; |
| 4.2.4 | a copy of the issuer’s Memorandum and Articles of Association (in PDF format); |
| 4.2.5 | the issuer’s report and accounts of the last two years or since incorporation; |
| 4.2.6 | agree to be screened for AML/KYC checks before onboarding. |
| 4.3 | During the application process, The Application Committee may inquire about the Issuer, its advisers or regulators and request any additional information that it considers appropriate to determine the applicant's suitability for admission as a member of the Platform. |
| 4.4 | After the application process is complete, access to the documents will be frozen to prevent further editing. The client will commit to their application on CrowdX, and the documents disclosed will be considered the final version. |
| 5.1 | At any point after making an application (to become a member of the Platform), the Issuer, its directors or advisors become aware that any contents of the documents submitted as part of the application are no longer accurate or complete; the Issuer must immediately notify the Application Committee. The Application Committee may decide if the application may proceed and whether any conditions should be attached to membership. |
| 5.2 | Acceptance as a Platform member does not guarantee that CrowdX will approve an application for the new issuance of shares. The Application Committee reserves the right to refuse to approve any Issuer’s application for admission to CrowdX at any time. |
| 5.3 | The company's fees payable to CrowdX (the "Fees") will be agreed upon in a separate document. Fees will comprise: 1. annual membership fee of £10,000; and 2. fundraising fees between 3% and 5% negotiable on transaction size. Dealings in and admission of an Issuer's securities will not commence nor occur until CrowdX receives payment in full for any outstanding fees due. The Application Committee reserves the right to suspend dealings in an Issuer's securities in the event of non-payment. |
| 6.1 | For the issuance of new securities, the Issuer must have arrangements in place for the electronic settlement of transactions in its securities and must provide; |
| 6.1.1 | a draft of the Offer Document (in PDF format) for review; |
| 6.1.2 | the Issuer’s anti-bribery and inducements policy (per the Bribery Act 2010); |
| 6.1.3 | a copy of a board resolution of the Issuer: |
| 6.1.3.a | authorising the Issuer to seek admission of its securities to, and connecting with, CrowdX; |
| 6.1.3.b | confirming the accuracy and completeness of the contents of the Offer Document and that any other information provided to CrowdX for admission of the Issuer’s securities is verified. |
| 6.1.3.c | authorising the allotment of the shares to be issued per the Issuer’s articles of association |
| 6.1.3.d | confirming the disapplication of any pre-emption rights if required. |
| 6.2 | Before an Issuer seeks admission of its securities to CrowdX, it will be required to submit to the Committee and publish an Offer Document and Term Sheet. The Issuer must provide the Offer Document and Term Sheet to CrowdX at least ten business days before the admission date. |
| 6.3 | Admission to CrowdX is not a comment on the Issuer’s suitability as an investment. |
| 6.4 | An Offer Document must be published before admission and, subject to the exceptions set out in the relevant law and regulation, must include: |
| 6.4.1 | all information required to be included by law and regulation (the “Offer Document information”); and |
| 6.4.2 | all information as investors and their professional advisers would reasonably require, and expect to find there, to make an informed assessment of:- |
| 6.4.2.a | the assets and liabilities, financial position, profits and losses and prospects of the Issuer; and |
| 6.4.2.b | The rights that are attached to the Issuer’s securities |
| 6.5 | After reviewing the Offer Document and Term Sheet, the Application Committee may: |
| 6.5.1 | require such changes or additions to the information contained in the Offer Document and Term Sheet, as it may in its absolute discretion decide; |
| 6.5.2 | ask for additional information to verify any information in the Offer Document and/or Term Sheet; |
| 6.5.3 | impose additional conditions on the admission of securities; |
| 6.5.4 | delay the date of admission of the securities, or refuse the 9 admission entirely where it considers that this is in the best interest of investors. |
| 6.6 | Concerning the contents of any Offer Document and Term Sheet, Issuers must be aware: |
| 6.6.1 | they should disclose, among other things, any bankruptcies, sequestrations, criminal and judicial proceedings in which any of their directors are or have been involved in, and additional pertinent information relating to them; and |
| 6.6.2 | CrowdX expects that an Issuer and its directors, jointly and severally, take responsibility for the contents of the Offer Document and Term Sheet. |
| 6.6.3 | They must include a declaration stating that they have taken all reasonable care to ensure that the information contained in the Offer Document and Term Sheet is, to the best of their knowledge, accurate and contains no omission likely to affect its import. |
| 6.7 | When an Offer Document and Term Sheet are in their final form (as agreed between the Application Committee and the Issuer), CrowdX will publish the documents and the offer timetable on the Issuer’s section of the Platform. |
| 6.8 | If the Issuer or any of its directors become aware that any information in either the Offer Document and/or the Term Sheet is incorrect or incomplete, whether before or after publication on the Platform, they must notify CrowdX immediately. On such notification, CrowdX may: |
| 6.8.1 | Require an addendum to the Offer Document to be published; |
| 6.8.2 | Require the Offer Document to be removed entirely |
| 6.8.3 | Suspend an admission until conditions are met. |
| 6.9 | CrowdX reserves the right to remove any Offer Document and/or Term Sheet from its Platform when it becomes aware of any changes which may make the documents misleading. CrowdX also reserves the right to extend the offer period. |
| 6.10 | The share price is set by the Issuer. |
| 6.11 | Issuers may customise certain elements of their market: |
| 6.11.1 | When their market opens and closes; |
| 6.11.2 | The minimum deal size; |
| 6.11.3 | The circuit breakers employed based on a percentage move of price. |
| 6.12 | The status of CrowdX for the purpose of financial promotions made on the platform is: |
| 6.12.1 | We are authorised to bring about deals and investments; |
| 6.12.2 | our fees are transparent; |
| 6.12.3 | we only work with authorised market counterparties; and |
| 6.12.4 | we do not transact directly with retail investors; and |
| 6.12.5 | all offer documents are provided by the client and their advisor for institutional distribution. |
| 6.13 | CrowdX opportunities do not fall under the Prospectus Regulation 2005 and are only accessed via qualified market intermediaries. |
| 7.1 | An Issuer admitted to CrowdX must:- |
| 7.1.1 | continue to comply with the Market Rules |
| 7.1.2 | make appropriate and timely disclosures to ensure that CrowdX is at all times adequately informed of matters which either: |
| 7.1.2.a | may lead to a substantial movement in the price of those securities, or in the case of debt securities, significantly affect the Issuer’s ability to meet its commitments; or |
| 7.1.2.b | investors would, having regard to the nature of the Issuer and the securities in question, reasonably require, and reasonably expect to be disclosed, to make an informed assessment of: |
| 7.1.2.b.i | the assets and liabilities, financial position, profits and losses and prospects of the Issuer; and |
| 7.1.2.b.ii | the rights attaching to the Issuer’s securities, subject in either case to such exceptions as CrowdX may reasonably prescribe from time to time. |
| 7.1.3 | provide CrowdX with annual financial statements (signed off by either directors or approved by an auditor) and other reports, whether through an audit or otherwise, following the minimum acceptable standards; |
| 7.1.4 | ensure that the Issuer and its advisers take all reasonable care to ensure that any statement or forecast or any other information it notifies to CrowdX is accurate, complete and not misleading and does not omit anything likely to affect the import of such statement, forecast or additional information; |
| 7.1.5 | ensure that all statements, forecasts and other information that require disclosure on CrowdX comply with all applicable laws and regulations, including, but not limited to, section 21 of the Financial Services and Markets Act 2000 (Financial Promotions) and the FCA Rules, if applicable; |
| 7.1.6 | notify CrowdX of all transactions by its directors in the Issuer's securities admitted to CrowdX within two business days of the transaction date. The Issuer should specify the nature of the transaction, and the number of securities or units involved in the transaction price per security or unit. |
| 7.2 | Companies must publish:- |
| 7.2.1 | annual accounts prepared per the UK Generally Accepted Accounting Principles or International Accounting Standards no later than six months after the end of the financial period to which they relate; and |
| 7.2.2 | a half-yearly report in respect of the first six month period of any financial period no later than three months after the end of the period to which they relate, which should at least include a summary of profit and loss, balance sheet and management commentary. |
| 7.3 | Any statements, forecasts or other information making reference to CrowdX or the Platform must be submitted no later than two weeks to CrowdX before publication. |
| 7.4 | Issuers must retain a corporate advisor at all times and must notify CrowdX in the event of the resignation or dismissal of its Corporate Adviser. |
| 7.5 | Issuers must notify CrowdX should they terminate the relationship with their Registrar and must have a new one in place, which CrowdX has approved. |
| 8.1 | Termination of Membership will be in accordance with the agreement between CrowdX and the Issuer and/or following 75% shareholders’ approval (and thereby the admission of the issuer’s securities to CrowdX). Suspension of an issue can be initiated by CrowdX as under section 5.3, 6.9 and 9.2 of the market rules. Members may also suspend their offer at any point during the Offer Period. |
| 8.2 | CrowdX does not accept liability to the Issuer concerned, its approved Advisor or approved Intermediary, holders of the Issuer’s securities, prospective investors in the issuer company’s securities or any other party |
| 8.3 | CrowdX and its affiliated brokers may disclose information within its possession:- |
| 8.3.1 | to cooperate with persons responsible for the investigation or prosecution of financial crime or other offences; |
| 8.3.2 | to carry out its regulatory functions, including instructing or defending legal proceedings; |
| 8.3.3 | with the consent of an Issuer, or as required or permitted by law; and |
| 8.3.4 | after giving reasonable notice to an Issuer that has failed to ensure that investors receive the information to which they are entitled under these Market Rules. |
| 9.1 | CrowdX may take disciplinary action against an Issuer that has breached its responsibilities under these Market Rules. |
| 9.2 | Where an Issuer has been found to have breached its responsibilities under these rules, CrowdX may impose the following disciplinary sanctions: |
| 9.2.1 | withdrawal of the Issuer's securities from admission; and |
| 9.2.2 | publish the fact that it has been censured or withdrawn and the reasons for that action. |
| 9.2.3 | Terminate the Issuer’s membership of the Platform in accordance with the contract between the Issuer and CrowdX |
| 9.3 | CrowdX may disclose information within its possession: |
| 9.3.1 | to cooperate with persons responsible for the investigation or prosecution of financial crime or other offences; |
| 9.3.2 | to carry out its regulatory functions, including instructing or defending legal proceedings; or |
| 9.3.3 | otherwise with the Issuer's consent or its CrowdX Corporate Adviser, or insofar as required or permitted by law. |
| 9.1 | CrowdX may take disciplinary action against an Issuer that has breached its responsibilities under these Market Rules. |
| 9.2 | Where an Issuer has been found to have breached its responsibilities under these rules, CrowdX may impose the following disciplinary sanctions: |
| 9.2.1 | withdrawal of the Issuer's securities from admission; and |
| 9.2.2 | publish the fact that it has been censured or withdrawn and the reasons for that action. |
| 9.2.3 | Terminate the Issuer’s membership of the Platform in accordance with the contract between the Issuer and CrowdX |
| 9.3 | CrowdX may disclose information within its possession: |
| 9.3.1 | to cooperate with persons responsible for the investigation or prosecution of financial crime or other offences; |
| 9.3.2 | to carry out its regulatory functions, including instructing or defending legal proceedings; or |
| 9.3.3 | otherwise with the Issuer's consent or its CrowdX Corporate Adviser, or insofar as required or permitted by law. |
| 10.1 | subject to an application procedure (“Approved Intermediaries' '). |
| 10.2 | An Approved Intermediary must be able to demonstrate to the satisfaction of CrowdX on initial application and on an ongoing basis, that, among other things:- |
| 10.2.1 | 1. it is fit and proper; |
| 10.2.2 | It is authorised and regulated by the FCA, or equivalent overseas regulator, to deal in equities on an agency or principal basis; |
| 10.2.3 | it has a sufficient level of trading ability and competence concerning the types of activities it proposes to conduct on the Platform; |
| 10.2.4 | it can perform its required activities and responsibilities under applicable legislation or regulation in any country in which it operates; and |
| 10.2.5 | It has adequate internal systems and procedures appropriate for the activities it proposes to conduct on the Platform. |
| 10.3 | If an Approved Intermediary does not continue to satisfy the requirements set out above, CrowdX may, without prior notice, revoke the approved status of the Approved Intermediary at any time. The revocation is without any liability to such Approved Intermediary, any Issuers, holders of the Issuers’ securities, prospective investors in Issuers’ securities or any other party. |
| 10.4 | During the application process, The Application Committee may inquire about the Approved Intermediary and request any additional information that it considers appropriate to determine the applicant's suitability to be an Approved Intermediary |
| 11.1 | Investors may only access the Platform through Approved Intermediaries which are registered with us to interface directly with CrowdX. Investors may register with CrowdX to receive a list of registered intermediaries. Investors will be the clients of the Approved Intermediary and will not be clients of CrowdX, and it will be the responsibility of the Approved Intermediary to carry out the onboarding of investors. |
| 11.2 | Investor orders on CrowdX must be received electronically through the CrowdX Fix Gateway or from approved trading front ends via an Approved Intermediary. |
| 11.3 | Orders may be deleted or amended at any time during market opening hours for the instrument. Amending an order is equivalent to deleting and re-submitting an order in terms of time priority (i.e. an amended order loses its place in the queue). |
| 11.4 | The names of CrowdX’s Approved Intermediaries will be published on the CrowdX website unless specifically requested otherwise. Details will include the name of the firm, postal address, telephone number and web address. |
| 11.5 | Account handling, custody and transaction reporting procedures are the responsibility of the Approved Intermediary. |