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Fundgate Global Private Markets

RISK DISCLOSURE

These Risk Disclosures are meant to provide general information about the risks involved in investing or otherwise participating in any campaign made available on the Website or through the Services (each, a “Participation”). They are not, and should not be construed as, any form of legal, financial, tax, or other professional advice that is particular to any person, including yourself. You are responsible for seeking professional advice before participating in any such campaign, and for carefully considering whether such participation is suitable in light of your particular circumstances, including your particular level of experience and sophistication; investment objectives; risk appetite; investment horizon; and financial needs and resources. You agree that your decision to participate thus in any such campaign is your sole responsibility and that Fundgate Global and its affiliates are in no way responsible for any adverse consequence you may directly or indirectly sustain as a result of such participation. The following list of risk factors is provided for general information only. It is not an exhaustive list of all possible risks that may be involved. Explanations provided of each risk factor listed below are not comprehensive.

 

1. Investment risk

For purposes of this Privacy Policy, “Personal Data” has the same meaning as set out in the PDPA and generally refers to information that can identify you when taken alone or together with other information. This includes information such as your name and contact details.

 

2. Restricted regulatory protections

Only investors that qualify as ‘accredited investors’ or ‘institutional investors’ under Nigeria law may undertake a Participation. Such investors have fewer regulatory protections under Nigeria law, including the absence of any statutory requirement to ensure that the investment instrument you purchase in a Participation is made in or accompanied by a prospectus lodged and registered with the Securities and Exchange Commission, Nigeria. You will therefore not have recourse to statutory protections should you suffer any loss or damage as a result of false or misleading statements, or material omissions, in offering documents relating to the relevant investment opportunity.

 

3. Loss of full capital amount

The entities raising funds through campaigns on the Website or through Fundgate Global generally are early‑stage companies. Such companies may not necessarily have an established track record, stable cash flow or profits, or a proven business model. The risk of business failure and, consequently, the loss of your full investment amount, is high. Investing in them is therefore a high-risk venture. Fundgate Global is not liable to refund or take any steps to ensure the refund of your investment amount, whether partly or in full, in the event of such loss.

 

4. Illiquidity

The entities raising funds through campaigns on the Website or through Fundgate Global are privately held entities. Secondary markets for investment instruments issued by such companies may not develop during the period of your Participation. Liquidity of the instrument you purchase in a Participation may therefore not be sold off quickly enough to avoid or minimize financial or other loss to you.

 

5. Risks of equity investments

Return on equity investments will usually be in the form of dividend payouts or capital appreciation. However, neither can be assured. You may also be diluted should the company issuing you equity subsequently undertake to issue more equity to additional shareholders. Should the issuing company become insolvent, certain other parties may rank ahead of you in the distribution of the issuing company’s remaining assets including, without limitation, creditors and employees. You may therefore not receive any distribution in event of insolvency.

 

6. Risks of debt investments

The entity issuing the debt instrument may at any time become insolvent or face other issues that affect its ability to make payments due on your debt investment. You risk losing the full principal amount, or not receiving any or all of the payouts on your debt investment, should such events occur.

 

7. No assurance of performance

This Website may contain estimates, projections, or other statements that are not statements of historical fact. Examples include predictions on performance and information about a fundraising entity’s future business plans and will include forward-looking language such as “may”; “likely”; “potentially”; and “approximately”. Such statements are forward-looking statements and are not statements of fact or a representation, warranty, assurance, or guarantee as to the truth, completeness, accuracy, or eventual fulfilment of the content thereof.

 

Investor Risk Disclosure

1. Eligibility for treatment as an accredited investor (“AI”) under Nigeria law

 

As a regulated financial institution, Quotient Capital Limited trading as Fundgate Global  Private Markets. (“Fundgate Global”; “we”; “us”) is required under Nigeria law to inform you of certain things before you confirm whether you wish to opt in to being treated by us as an accredited investor (“AI”) as defined in the Investments and Securities Act (the “ISA”).

Please therefore note that:

i. based on the information you have provided to us, we have assessed you to be an “accredited investor” as defined in the ISA;

ii. you may, but are not obliged to, consent to being treated by us as an AI in relation to all your dealings with Fundgate Global;

iii. if you consent to the treatment outlined in paragraph 1(b) above, you may withdraw this consent at any time.

 

2. Consequences of being treated as an accredited investor

 

Please note that should you consent to being treated as an AI by us, you will have fewer regulatory protections than retail investors will have under Nigeria law. This is because under Nigerian law, AIs are deemed to be sufficiently knowledgeable or experienced in managing their financial affairs (whether directly or through professional advice); better able to access resources to protect their own investment interests, and therefore suitably well-placed to understand and manage investment risks.The Nigeria legal regime therefore accords fewer regulatory protections and statutory remedies to AIs than to retail investors.

Should you consent to being treated as an AI by us, we:
i. will be allowed to assume that you have an adequate level of understanding of financial products for purposes of participating in investment opportunities available on our platform;

ii. will not be obliged to determine your precise level of understanding of, or suitability for, such products under any circumstances;

iii. and will be allowed to assume that you have sought independent professional (including legal, financial, and tax) advice prior to purchasing any financial instrument or participating in any investment opportunity through us.

 

3. General warning required under the ISA

 

AIs are assumed to be better informed, and better able to access resources to protect their own interests, and therefore require less regulatory protection. Investors who agree to be treated as AIs therefore forgo the benefit of certain regulatory safeguards. For example, issuers of securities are exempted from issuing a full prospectus registered with the Securities and Exchange Commission, Nigeria in respect of offers that are made only to AIs, and intermediaries are exempted from a number of business conduct requirements when dealing with AIs. Investors should consult a professional adviser if they do not understand any consequence of being treated as an AI.

 

4. Withdrawing consent to being treated as an accredited investor

 

You may withdraw your consent to being treated as an AI by Fundgate Global at any time during your relationship with us. We will cease to treat you as an AI within five (5) business days of receiving notice of your withdrawn consent. Please note that such withdrawal of consent may mean that we will need to treat you as a retail investor. If that is the case, the amount of information we can share with you, including information on investment opportunities on our platform, will be limited. Your activities on our platform will also be limited. You will not, for example, be able to see full details of fundraising companies or participate in any investment opportunity.

This restriction is because we are licensed to deal only with persons who qualify as AIs or institutional investors under Nigeria law. If you withdraw your consent, you will be unable to access the full set of resources and information on our platform unless you (i) opt in once more to being treated as an AI or (ii) inform us that you wish to qualify as an institutional investor (as defined in ISA.

 

5. Your consent to being treated as an accredited investor

 

In proceeding with this process, you confirm that you have read the above in full and:

i. are aware of and understand the consequences of consenting to being treated as an AI by Fundgate Global;

ii. consent to being treated as an AI by Fundgate Global;

iii. know that you may at any time inform Fundgate Global that you no longer consent to being treated as an AI by Fundgate Global;

iv. and are aware of and understand the consequences of withdrawing your consent to being treated as an AI by Fundgate Global.
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You further represent and warrant that the information, documents, and confirmations you provide to us in relation to your AI status and your consent to being treated by us as an AI are complete, true, and accurate. If there is any change in circumstances that may affect (i) any of the declarations or representations made to us or (ii) your ability to meet the requirements of an AI under Nigerian law, you undertake to inform Fundgate Global within five (5) business days of each such change in circumstances. If any such change cannot be suitably remedied, you acknowledge and accept that Fundgate Global has full discretion to decide to refrain from treating you as an AI.