FAQs

A listing is a dedicated Trading Hub that enables investors and shareholders to buy and sell shares in unlisted companies and funds.

Our Trading Hubs also provide:

• Secure Escrow Services.
• Online KYC / CTF / AML and Buyer Status Verification for all share trades and payments from buyer to seller.
• Fully customisable Platform to inform securityholders of company / fund results and performance.
• Trading access restrictions, trading windows and price controls.

Submit a form to our sales team here. Our team will then reach out to you to explain in more detail how listing works, the costs and other information that we will need to set up your Trading Hub.

It is simple process with the expectation of having your company trading on our Platform within a week or so.

Examples of information required include:

• Company overview;
• Company history;
• Corporate video (if available);
• Company announcements (last 2 years);
• Financial reports (P&L, Cashflow and Balance Sheet – last 2 years);
• Relevant marketing material – e.g. presentations etc;
• List of Board of Directors plus short bios;
• Company logo;
• Research reports (if available);
• Share register name and contact details; and
• Constitution or Shareholder Agreement.

There is no minimum however it is generally considered that companies should have more than 20 shareholders

Our Platform offers individual holders of parcels of shares in private companies the opportunity to list and sell their shares. To offer for sale your shares in an unlisted company, submit a form here to our Trading Desk.

PrimaryMarkets will then liaise with you regarding the information that is required before your listing goes live.

It is simple online process with the expectation of having your shares trading on our Platform within a week.

Please note, you may be required to get your Company approval depending on your shareholder agreement / company constitution.

Fully customised Platform: each listing is accessible only to those parties the listing company permits.

Flexible share trading rules: the trading rules and restrictions are set by the listing company.

Transaction controls: timing, conditions of sale (price & volume) are set by the listing company.

Share Registry Services: A full-service solution for the listing company and their shareholders.

KYC / CTF / AML Verification: online, simple process undertaken within minutes.
Escrow Services: seamless and online.

Investor notifications: Listing company determines what information is made available on the Platform (e.g., accounts, investor presentations, videos research notes and the like).

Dedicated customer support: 24/7 assistance from the PrimaryMarkets team.

Targeted investors: Direct access to our 110,000+ global professional investor network.

• Private andPublic unlisted companies
• Private / unlisted REITS / Funds
• Delisted ASX companies

If your shares were delisted from a stock exchange, any shares that were previously held on a HIN will be moved to an SRN. HIN and SRN are simply unique identification numbers for your shares. Your new SRN number should have been provided to you via a holding statement that was posted to you from the share registry of your holding (e.g. Automic, Link Market, BoardRoom).

You do not need to transfer your shares or units to PrimaryMarkets. You retain them on your existing registry. If you have any questions about this or have not yet received your holding statement, please email or call the relevant registry, as we will not be able to help you.

Commonly referred to as Secondary Trading it involves the buying and selling of existing shares / units in a private company or Fund via the PrimaryMarkets Platform.

A private company and Fund are ones that are not listed on a Public Stock Exchange such as the ASX.

Our free, simple online application process to become a Member with us is:

1. Press the “Register” Button on the home page.
2. Register your first name, surname, mobile number and email address to gain access to the PrimaryMarkets Platform.
3. Press “Accept” to agree to our' Platform Trading Rules, Privacy and Terms and Conditions of Use.
4. After confirmation of your Member registration with us you will be able to view listings for trading on our Platform.
5. You will need to complete your AML / KYC and wholesale / sophisticated verifications prior to placing a trade.

At the time of Trading, you will be required to undertake KYC/CTF/AML Requirements.

There is a statutory requirement to collect and verify information in order to comply with legislation and regulations regarding Know Your Client (KYC), Counter-Terrorism Financing (CTF) and Anti-Money Laundering (AML).

In accordance with best practice and to target fraud and provide comfort of the bona fides and legitimacy of a counterparty, the use our Platform requires that Members satisfy all AML, CTF and KYC obligations.

KYC / CTF / AML encompass legal identification requirements for the parties engaged concerning the exchange of money for trading of shares/securities.

• ABN / ACN
• Registered address
• Full Names of all beneficial owners of more than 25% - who will then need to complete ID verification

Trusts:

• Each Trust will require a certified copy of the Trust Deed to be uploaded.

Additionally, the trustees (most likely the Directors of a trustee company) will also need to complete ID verification.

For Australians, if you do not pass the online verification check you will be contacted by PrimaryMarkets. In some instances you may be asked to email us a copy of:

• Australian Driver Licence or Passport with your current address; and
• A gas, electricity or water bill (no more than 3 months old); and/or
• Medicare Card.

Once received, these documents we will be verified electronically to ensure their validity.

For non-Australians please contact us at trading@primarymarkets.com.

Once you have opened an account with the instructions above, to begin trading:

1. Complete our free online AML / KYC ID verification process – we are required by law to verify your entity and source of funds in accordance with Know-Your-Client (KYC), Counter-Terrorism Financing (CTF) and Anti-Money Laundering (AML) regulations (ID Verification Process).
2. All Buyers who wish to trade on the PrimaryMarkets Platform are required to be sophisticated, wholesale, professional, institutional, accredited or experienced investors (Sophisticated Investors). Sellers should also complete this process but are able to apply for a restricted account which means that they will only be able to sell their existing share holdings.
3. Find the Shares you wish to trade.
4. Click the Buy or Sell shares buttons.
5. Your Trade order (buy or sell) will specify volume of shares and price per share (Trade Order).
6. Once a trade has been matched PrimaryMarkets will confirm via email (Matched Trade) and provide further instructions.

Note: some listings may not offer immediate access to all Members as the relevant company has specified that access is only with prior company approval or for existing share/unit holders. In this case, PrimaryMarkets will contact both you and the company to arrange access (if applicable).

Members can amend their buy or sell orders at any time up to the time that your order becomes a Matched Trade.

To amend an order: login to PrimaryMarkets, on your Dashboard you should see your trades, if it is not there you will need to click on your trading entity and switch to the entity that your order was placed on. Click the blue hyperlink on the order number, on this screen you will see an edit button. Click it to edit the order.

Follow the steps above to amend an order, but at the bottom of the screen once you click on “Edit Order” there is a cancellation button.

Please note orders can only be cancelled prior to matching.

The minimum Buy order value is A$5,000. If you are a seller, your order must be able to cover the entirety of both PrimaryMarkets and other third-party fees (e.g. Share Registry).

For more information on PrimaryMarkets transaction fees, please see the fee documents provided on each Company / Fund Trading Hub under ‘Important Information’. The fees may vary for each Trading Hub.

PrimaryMarkets will assist and advise you on the process to complete the registration of the transfer of shares / units.

Once a Trade is matched, PrimaryMarkets will send both the Buyer and Seller a matched trade notification containing details of the transaction including next steps. The relevant pre-populated off market securities transfer form will be attached to this email or sent via DocuSign (depending on the requirements of the registry).

Both the Buyer and Seller (or their custodians, if custodially held) will need to be sign the off market securities transfer forms and return this to PrimaryMarkets. You may need to include a certified copy of your ID that has been certified in the last 12 months. If the shares are registered in a company or company trustee, then we will also need an ASIC extract showing the Directors. Where there are more than two Directors, we will need the certified ID of at least two Directors (they will also need to sign the transfer form).

Please note this is the third-party registry requirements, not PrimaryMarkets.

Once PrimaryMarkets is in receipt of the completed transfer forms from both Buyer and Seller, PrimaryMarkets will release funds from escrow, the share registry will transfer the holding and subsequently issue updated holdings statements or certificates. In some cases the release of funds will not occur until the share registry has processed the share transfer.

A Seller is the person or entity who is the legal and beneficial owner of the shares in a Company or Fund (Securityholder) that is recorded on the share registry and listed on the PrimaryMarkets Platform.

 A Buyer must either be a:

• Wholesale / sophisticated investor (gross personal income over the last 2 years of A$250,000+, or net assets of A$2.5M+, or an investor who meets the requirements of an experienced investor); or
• Financial Adviser submitting an order on a client’s behalf through their AFSL.

In order to trade of our Platform the Buyer must establish that it is a Sophisticated, Wholesale, Professional, Institutional or Experienced Investor..

The verification process is a simple online process that takes only a few minutes to complete.

If you have any questions please contact trading@primarymarkets.com.

Most securities traded on our Platform do not have an ASIC approved Prospectus or Product Disclosure Statement and therefore are considered to be higher risk investments.

Buyer Status Verification can be completed by registering for an account and clicking on your profile icon in the top right corner. Scroll to the bottom and there is a link to complete the application.

Under United States law, to be classified similar to a Sophisticated Investor one must be an Accredited Investor or QIB.

An Accredited Investor is a term used by the SEC under Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided by certain government filings.

In order for an individual to qualify as an Accredited Investor at least one of the following must apply:

• Earn an individual income of more than US$200,000 per year, or a joint income of US$300,000, in each of the last two years and expect to reasonably maintain the same level of income.
• Have a net worth exceeding US$1M, either individually or jointly with his or her spouse.
• Be a general partner, executive officer, director or a related combination thereof for the issuer of a security being offered.

If you are a non-Australian resident or citizen, then please contact us at trading@primarymarkets.com so we assist you with completing your respective jurisdictional Sophisticated Investor Verification.

To register as an Adviser, click “Register” on the PrimaryMarkets website and create an account. Once you have logged in, click on “Are you an Adviser?” and complete the form.

• If your AFSL is available, select it from the list and a confirmation will be sent to the AFSL to confirm your request. Once confirmed, you will be automatically setup as an Adviser on our system.
• If your AFSL is not selectable, complete the form requesting your AFSL to be available on PrimaryMarkets. We will email the AFSL to set them up in our system. This typically can take around a day. Once setup you just need to complete the form again but this time select your AFSL form the drop-down.

You do not need to register your underlying clients. You can now place a Trade for them through your account.

If your shares were delisted from a stock exchange, any shares that were previously held on a HIN will be moved to an SRN. HIN and SRN are simply unique identification numbers for your shares. Your new SRN number should have been provided to you via a holding statement that was posted to you from the share registry of your holding (e.g. Automic, Link Market, BoardRoom).

You do not need to transfer your shares or units to PrimaryMarkets. You retain them on your existing registry. If you have any questions about this or have not yet received your holding statement, please email or call the relevant registry, as we will not be able to help you.

Clicking “Buy” or “Sell” on a company or fund will take you to the order page. From here you will need to enter in your client’s details, and if applicable any Wrap/Custodian information, and submit your order. If your order matches, you will receive further instructions from the Trading Desk with the steps to settle the Trade.

Yes, upon a trade match PrimaryMarkets will complete the required transfer documents and send them via email with instructions.

You will need to provide these to your Wrap Platform.

From there, one of two steps will occur:

If both parties are with the same Wrap Platform, the units will be transferred by the platform’s processing team. You must notify PrimaryMarkets once the transfer is complete and PrimaryMarkets will then release the funds to the Seller.

or 

If units are held off-Platform or if the Buyer and Seller are on different Wrap Platforms, the custodians will sign the transfer forms and return them to you. You must email the completed forms to PrimaryMarkets and PrimaryMarkets will then facilitate the transfer with the registry and release the funds from escrow to the Seller.

Escrow Services facilitate the flow of funds from a Buyer to Seller via a duly authorised and licenced third-party Custodian.

Escrow Services is a contractual arrangement between the Buyer, Seller and Custodian whereby the third-party Custodian receives funds for a trade from the Buyer and then disburses those funds to the Seller, as directed by both Buyer and Seller subject to certain conditions.

Nominated bank account must match trading entity. Differentiating bank accounts may be refused by the Escrow provider upon settlement and run risk of delays.

Perpetual Trustees is our Escrow provider t who acts independently on behalf of the Buyer and Seller.

The Escrow provider sets up nominated transaction bank accounts with their nominated bank usually either Westpac or ANZ Bank.

Perpetual Trustees is one of the largest ASX listed independent and diversified financial services group (market cap >A$2B).

Escrow monies are held by the Escrow provider and when a release request is approved by both Seller and Buyer the Escrow provider will make the payment directly to the appropriate party or parties.
PrimaryMarkets does not hold or deal with any funds held by Buyer, Seller and/or Custodian.

First, a Trade needs to be matched along with receiving any necessary relevant issuer company approval.

Escrow Account set up – Both the Buyer and the Seller will receive email notification from PrimaryMarkets regarding next steps to complete the Trade using Escrow Services.

Escrow Account Verification - Both Buyer and Seller will be required to set a password for their respective escrow account whilst at the same time they will complete any outstanding ID Verification for their buying/selling entity.

Payment Approval:
The Buyer logs into their Escrow Account, will click on the transaction details to view the EFT payment details and unique reference number for the Buyer then to complete the funds transfer into the Escrow Account.

The Seller can login to their Escrow Account and add their selling entity’s bank details under the “Accounts” tab.

Release of Funds:
Once the funds have been received from the Buyer into the Escrow Account, both buyer and seller will receive an email confirming the transaction is ready to settle.

Both the buyer and seller will receive a text/SMS message with their respective 6-digit code to approve completion of the transaction and release of funds by the Buyer to the Seller and from the Seller to PrimaryMarkets for the transaction and other approved fees due and owing.

The Buyer can make payments into PrimaryMarkets Escrow via bank transfer or BPAY.

Please note that PrimaryMarkets Escrow does not accept cash, cash deposits, or cheques.

The escrow funds should not be deposited until such time as both Seller and Buyer are each ready, willing, and able to formally exchange all transfer documentation to complete the proposed transaction.

The Buyer and Seller must both agree before any funds are sent to the Seller or Buyer. Neither party can simply “withdraw” the money. Sellers cannot access funds without the approval of the Buyer. Likewise, Buyers cannot withdraw the funds without the action first being proposed by the Seller.

It is in the utmost interest of both parties to resolve any disputes to access the escrow funds. In the event that a dispute cannot be resolved after 10 days or more from the initial request to release funds the dispute may be forwarded to an appropriate court or tribunal.

The Escrow provider will then release the funds as directed by the court or tribunal. All parties involved in the Escrow Service are entitled under the Escrow Deed to claim legal costs from the funds held in escrow to the extent awarded by the court or tribunal.

Yes. All funds in escrow are kept in segregated escrow accounts under the control of the Escrow provider.

The Buyer can make payments into PrimaryMarkets Escrow via bank transfer or BPAY. Please note that PrimaryMarkets Escrow does not accept cash, cash deposits or cheques.

Each Buyer and Seller can access their respective Escrow Accounts on their smart phones, iPads, other devices and computer and complete transactions from anywhere.

All escrow funds are deposited in an at-call bank account with either ANZ or Westpac.

All parties dealing with the Escrow Service hold all necessary Australian Financial Services Licence (AFSL) and are authorised independent remittance dealers registered with AUSTRAC.

Drop us a line at trading@primarymarkets.com