Service Disclosure Statement

Tressel Limited Service Disclosure Statement

Tressel Limited (Tressel, us, we, our) is licensed under the Financial Markets Conduct Act 2013 (Act) by the Financial Markets Authority to provide equity crowdfunding services via our website at www.housies.co.nz (Platform).

When we refer to Investor, you or your in this Service Disclosure Statement (Disclosure Statement) we are referring to you, as the person using the Platform including the overall services provided through the Platform (Services).

This Disclosure Statement contains important information about our Services. Your use of the Platform and our Services is governed by the Investor Agreement [available via Tressel folder].

Warning statement about crowd funding

Equity crowd funding is risky.

You may lose your entire investment, and must be in a position to bear this risk without undue hardship.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.

The usual rules do not apply to offers by issuers using this facility. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

Ask questions, read all information given carefully, and seek independent financial advice before committing yourself.

1. The Platform

The Platform provides an online platform where Investors have the opportunity to participate in fractionalised property investments, subject to this Disclosure Statement, the Platform Documents, and the Offer Materials (see Section 4: The Offers).

Our Platform assists with the sell-down of residential properties (each a Property) by facilitating offers of shares (Shares) in special purpose companies (each a PropertyCo) for subscription by Investors. The shares in the PropertyCos (Shares) will be available for subscription by Investors through equity crowdfunding campaigns hosted on the Platform (each an Offer). Upon a successful Offer, the PropertyCo will acquire the relevant Property from the owner of the Property (Property Vendor). See Section 8: Investment Process for more information on how to subscribe to Offers.

Investors can buy and sell Shares on our Secondary Market, subject to the Investor Agreement and the Secondary Market Rules. See Section 9: Tressel Secondary Market below.

2. Account Registration and Investor Eligibility Criteria

To access the Platform, you must first complete the registration process and open an account (Account). This involves filling out an online application form and providing us with all requested information, including agreeing to the Investor Agreement.

If you are registering as an individual, you must be:

at least 18 years old at the time of application; and
have a New Zealand bank account.

An application must be submitted either by an individual in their own name or by an authorised individual on behalf of a company. When trustees of a trust submit an application to register as an Investor, each trustee must confirm they are authorised to make the application and agree to the Investor Agreement in their capacity as a trustee, in accordance with the terms of the trust.

Once your Account application is approved by us, you will be given access to:

view current Offers on the Platform; and
use the Q&A function to post comments/questions about each Offer, and view comments/posts from other users.

You will not be able to:

subscribe for Shares under an Offer;
use the Secondary Market to buy and sell Shares;
add or withdraw funds from your Tressel Wallet,

unless and until you:

provide us with identification and information that we may request from you for us to comply with our legal obligations (including anti-money laundering rules), including identity and address information as well as information about the source of funds in relation to any Offers);
provide us with details of your New Zealand bank account; and
meet any other requirements we notify you of from time to time (this may include additional conditions for specific Offers, which will be published on the relevant Offer Page).

We reserve the right to decline your Account application at our absolute discretion. We have no obligation whatsoever to provide reasons for our decision, and we will not be liable for any loss that arises from declining your application.

We may, at our sole discretion, impose additional requirements that you must meet to maintain the Account and/or continue using our Services, by notifying you in writing.

The Platform and the Offers are intended only for persons in New Zealand or for persons in other jurisdictions where such Offers are legally permitted without restriction. For avoidance of doubt, any Offer made on the Platform is not an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorised, or in which the person making such offer or solicitation is not qualified to do so, or to any person for whom it is unlawful to receive such an offer or solicitation.

If you are not a New Zealand resident or are currently outside New Zealand, you must ensure that you comply with all laws relevant to your jurisdiction when reviewing an Offer and subscribing for Shares in an Offer. It is advisable for you to consult a qualified adviser in your relevant jurisdiction to ensure compliance. Where this applies to you, we may in our sole discretion decline your request to invest in an Offer.

To the maximum extent permitted by law, we will not be liable for any loss that arises as a result of you using the Services or investing in Offers where such loss is caused by the investment being made in breach of laws outside of New Zealand.

3. Property Vendor and PropertyCo Eligibility Criteria

To be approved as a Property Vendor, a person must comply with all conditions we specify, including the following:

submitting a fully completed application form and providing us with any additional information we request;
successfully passing all required checks and assessments, which may include credit checks, insolvency register checks, and criminal record checks;
completing our verification processes in relation to your identity and relevant personal information, including the identity and personal information of other individuals, to ensure compliance with anti-money laundering laws and tax regulations.

4. The Offers

An Offer on the Platform is for Shares in the PropertyCo, which will be issued at the completion of the Offer.

Each Offer will have its own specific terms and conditions, as set out on the dedicated webpage for the Offer (Offer Page) and the other agreements or disclosures in relation to the Offer (in either case, the Offer Materials). In the event of any inconsistency between the Investor Agreement and the specific terms and conditions of an Offer (including its Offer Materials), the specific terms and conditions of the Offer will prevail.

5. The Properties

Our housing policy (available via Tressel folder) outlines the selection criteria and minimum standards applied by us in assessing a Property before it is approved for listing on the Platform.

Our assessment does not evaluate the risks associated with each Offer and Property. Our assessment is not intended to assist you with determining the suitability of any particular Offer or Property. Furthermore, our assessment is based on the information available at the time of the assessment and may not be current, as we do not update our assessment.

PropertyCos will be required, as a minimum, to make available the following information on the Offer Page:

Floor plan;
LIM report;
Council property file;
Renovation assessment (if required);
Long term maintenance fund;
Commentary on the Property and local environment (such as schools, public transport, shops and amenities);
Occupation Licence fee projection (see more information below); and
Photographs and video walkthrough.

Tressel does not verify the information made available to Investors by the PropertyCo or the Property Vendor, and makes no representation in relation to the completeness or accuracy of any information contained in the documents.

6. Occupation Licences and Guardians

Under our unique model designed to help Kiwis enter the property market, each Property listed on the Platform will operate under a licence-to-occupy arrangement (the Occupation Licence). This arrangement is summarised as follows:

An individual approved by us (Guardian) will be granted an Occupation Licence to live in the Property. Typically, the Guardian is an individual who, for example, may not have enough savings to purchase a property outright or is unable to secure a bank mortgage.
In return for this Occupation Licence, the Guardian will pay an annual Licence fee to the PropertyCo. Any income generated from this Occupation Licence fee (net of expenses and tax) will be distributed as dividends to shareholders of the PropertyCo.
The Guardian must be a co-Investor in the PropertyCo, holding a minimum of 2% of the Shares at all times during the term of the Occupation Licence.
The Occupation Licence agreement will detail the responsibilities of the Guardian, who is responsible for the day-to-day management of the Property and is expected to maintain the Property.

Upon a successful Offer, the PropertyCo will enter into an agreement with Tressel Services Limited (Tressel Services) for the provision of certain ongoing administrative and support services to the PropertyCo. Tressel Services is a related company of Tressel. Its appointment will be governed under an agreement which will be provided to you. The initial term of the service agreement will be for 2 years. However, the PropertyCo has the right to terminate the agreement in accordance with its terms. The constitution of the PropertyCo also provides for the processes in which Tressel Services could be replaced.

See housies.co.nz for more information on how this works.

7. Tressel Wallet

Your Account includes a wallet feature that allows you to add and hold funds on the Platform (Tressel Wallet). We will also hold in your Tressel Wallet any money received on your behalf via the Platform, including from sale of your Shares on the Secondary Market and any distributions you are entitled to from the PropertyCo in which you have invested.

All funds in your Tressel Wallet are held by Tressel Nominee Limited (Tressel Nominee) as a bare trustee on your behalf, in a trust account at a New Zealand registered bank. This trust account operates as a “pooled” account, where all funds are held in a bank account registered under the name of Tressel Nominee, along with the funds of other Investors.

8. Investment Process

Opening an account

You will need to complete registration for an Account as described in Section 2: Account Registration and Investor Eligibility Criteria above.

Selecting an investment

The Platform provides information on each Offer, including the Offer Materials, information about the PropertyCo and the Property.

The following information will be made available on the Offer Page:

How the Shares can be purchased.
Limits (if any) on the amount each Investor may invest.
Terms of the Offer (as a minimum):

price per Share;
the minimum amount you must invest in (Minimum Investment);
the time period during which an Offer is open for subscription (Funding Period);
the minimum amount required from Investors for an Offer to successfully close and complete (Funding Target);
rights attaching to the Shares;
key financial information including the financial components that equal the total funds being raised and the portion retained for long-term maintenance of the Property.

Information about how Shares can be sold on the Secondary Market.
The names and details of the PropertyCo's director(s).
Key property information (See Section 5: The Properties).
Risks associated with the investment including what happens if the funds are not raised in the time specified.
The extent of the checks we conduct (or do not conduct) on the Property, Property Vendor, and PropertyCo.

Throughout the Funding Period, any material changes will be promptly disclosed. Investors will receive updates and notifications via the Platform as necessary during the Funding Period.

The Funding Period for each Offer begins on the date the Offer opens for investment on the Platform and ends on the earliest of the following:

The end of the Funding Period as specified in the Offer (which may be extended by the PropertyCo with our prior approval);
When the Offer has met its Funding Target;
The date and time the Offer is withdrawn by the PropertyCo (an Offer may be withdrawn by the PropertyCo with our prior approval); and
The date and time the Offer is suspended or terminated by us (see Section 14: Suspension and Termination for more information).

Submitting an order

If you decide to invest in an Offer, you may submit a request to invest in an Offer on the Offer Page (Order) during the Funding Period.

We may in our sole discretion:

Accept or reject your Order;
Issue fewer Shares than you applied for (if an Offer is successful and is oversubscribed, your Order may be scaled back on any basis that we and the PropertyCo agree is appropriate).

Your Order is further subject to the following conditions:

The Offer must be successful (see below);
We are satisfied that you meet the relevant terms and conditions to invest in the Offer;
You have a sufficient amount in your Tressel Wallet to pay the Investment Amount by the payment deadline.

If the Offer is not successful (e.g., where it does not meet the Funding Target), or is otherwise withdrawn or terminated, completion will not take place, and your Order will be cancelled and will have no effect.

Settling transactions

You must have sufficient balance in your Tressel Wallet to pay for the Investment Amount before the Offer closes or at a time specified by us.

When an Offer successfully closes (which will occur when we declare the Offer is closed following the Offer reaching its Funding Target), your Order becomes unconditional, and the Shares you agree to subscribe to will be issued (usually within 10 working days). The Investment Amount held in your Tressel Wallet will be released to the PropertyCo's lawyers to settle the purchase of the Property (after deducting any fees owed to us and third parties as well as any amount set aside for long-term maintenance of the Property).

Tressel Nominee will hold the legal title to the Shares you subscribe to on bare trust on your behalf. As the Investor who subscribes to the Offers, you will be the beneficial owner of the Shares. See Section 10: Our Nominee for more information.

9. Tressel Secondary Market

We operate a secondary market through which Investors, if approved by us, may buy and sell Shares in PropertyCos listed on the Platform (Secondary Market).

See Section 12: Our Fees and Charges for fees related to our Secondary Market. The Investor Agreement and other Platform Documents govern how the Secondary Market will operate. For more information, see Section 9 of the Investor Agreement.

10. Our Nominee

Tressel Nominee will hold the legal title to the Shares you subscribe to or purchase on the Platform, but you will be the beneficial owner of these Shares.

As bare trustee, Tressel Nominee will act on your instructions regarding the Shares, including their transfer, but such transfers will be subject to your agreements with the PropertyCo and/or its constitutional documents. The terms of this arrangement will be set out in the Nominee Deed Poll for the relevant PropertyCo.

For more information about Tressel Nominee, see Section 10 of the Investor Agreement.

11. Checks on PropertyCo and Information

Every PropertyCo must meet the following minimum requirements:

Be registered with the New Zealand Companies Office;
Have no directors who have been declared bankrupt; and
Have no directors with prior convictions for fraud or dishonesty.

We perform the following checks on the PropertyCo, and its directors and senior managers by:

Checking the registration of the PropertyCo via the Companies Office website,
Confirming that the details of the relevant individuals match the information provided to us;
Verifying the identity of the individuals;
Conducting general internet searches for any publicly available information to find any evidence of bankruptcy or involvement with insolvent companies.

These checks will be conducted within 10 working days prior to an Offer goes live on the Platform.

We exercise the care, diligence, and skill that a prudent equity crowdfunding provider would use under similar circumstances. It is important to note that our checks do not assess the success, commercial viability, or endorse any PropertyCo, Property, or Offer. Investors should not consider our checks as a guarantee of investment outcomes.

Our checks are based on the information available at the time they are conducted and may not reflect current status, as we do not continuously monitor the statuses. If we discover information that materially contradicts our previous check results, we may suspend or terminate our Services to a PropertyCo at our absolute discretion. This will not affect any Shares already issued by the PropertyCo through our Services.

12. Our Fees and Charges

Fees payable by the Property Vendor to Tressel

Listing Fee: A non-refundable fee of 0.2% of the Funding Target (excluding the long term maintenance fund portion), payable to Tressel prior to listing.
Success Fee: If an Offer is successful, there is a success fee of 1.6% on the funds raised through the Offer (excluding the long term maintenance fund portion). This fee covers the cost of facilitating a successful crowdfunding campaign.
Additional Fee: Should the Property Vendor choose to engage Tressel for additional optional services, such as enhanced support for the offer pitch, applicable fees and charges will be clearly communicated and agreed upon before these services are provided.

Fees payable by the Investor to Tressel

Subscription Fee: Each time you subscribe to Shares in an Offer, there is a 1.6% fee on the total value of your investment. This fee is calculated based on the price per Share multiplied by the number of Shares successfully subscribed. We will deduct this fee from your Tressel Wallet before (or at the same time as) settling the transaction. For clarity, this will only be charged if an Offer is successful.
Secondary Market Fee: Each time you buy or sell Shares on the Secondary Market, there is a 1.6% fee on the total value of the completed transaction. This fee is calculated based on the price per Share multiplied by the number of Shares successfully traded. We will deduct this fee from your Tressel Wallet before (or at the same time as) settling the transaction.
AML/CFT Charges: We may charge you for fees or amounts we incurred for checks that we need to conduct on you (and other related persons) to allow us to manage our anti-money laundering and countering financing of terrorism obligations, as well as any obligations imposed on us by international trade and financial sanctions laws. These charges will be notified to you when you sign up for an Account.
Interest: Any interest earned on funds held in your Tressel Wallet will accrue to us as a fee for our services.

Payable by the PropertyCo to Tressel Services

Administrative Service Fee: This fee is payable by the PropertyCo for ongoing administrative services provided by Tressel Services, a related company of Tressel, after a successful Offer. The fee is generally 10% of the Occupation Licence fee income and is intended to be funded from the Occupation Licence fee generated by the Property, payable monthly by the PropertyCo. The fee will be governed by an agreement between the PropertyCo and Tressel Services in each case, which will be provided to you.

All fees and other amounts payable under the Investor Agreement exclude GST (unless we state otherwise in writing).

Our fees may change from time to time. We will inform you at least 30 days in advance of any change in our fees.

13. Tressel and its Related Parties may Invest

Persons associated with Tressel such as the directors, senior managers, employees, and their immediate family members, and individuals or entities with whom Tressel maintains a business relationship (Associates) may invest in Offers and/or use the Secondary Market. However, the total aggregate Shares that Associates can hold in a particular PropertyCo must not exceed 25% of the total Shares in that PropertyCo. Associates investing in an Offer must comply with the same rules, obligations, and requirements as all other Investors on the Platform.

We have internal policies to manage the potential for conflicts of interest to arise in such circumstances, particularly in scenarios such as preferential allocation of investment opportunities.

Tressel generally will not disclose such investments to you or any other Investors. If you become aware that an Associate has invested in an Offer, you should not consider this fact as a basis for your own investment decision. An investment by an Associate does not constitute an endorsement of any offer by Tressel or by the Associate.

14. Suspension and Termination

Closing your account

You may close your Account by giving us 5 days' written notice via email to hello@housies.co.nz.

We may suspend or close your Account immediately, which would prevent you from investing in specific Offers or using the Secondary Market, if:

(a) your Account's security is compromised;
(b) you breach the Investor Agreement and/or our General Terms of Use;
(c) in our reasonable opinion, there is unauthorised, fraudulent, or illegal activity on your Account;
(d) your actions potentially harm us, the Platform, or other users;
(e) we are required to act by law or a regulator;
(f) we consider your conduct may bring us into disrepute or adversely affect us or any other users' reputation or image.

If your Account is closed or suspended, we may immediately block your access to the Platform and our Services.

We will endeavour to notify you in advance and provide reasons for any such suspension or closure.

We reserve the right to discontinue the Platform and the Services at any time, at our sole discretion. If we choose to do so, we will notify you.

What happens when your Account is closed

Upon the closure of your Account, whether by us or by you:

(a) We may immediately take any necessary actions to remove your access to the Platform and our Services.
(b) All amounts payable by you to us become immediately due and payable.
(c) We may set off any amounts payable to you against any amounts you owe us. You authorise us to deduct the relevant amounts from your Tressel Wallet.
(d) We may cancel or complete any pending Orders/Instructions.

If your Account is closed after you have entered into a Subscription Agreement, you are still obligated to fulfil the terms of that agreement (unless we notify you otherwise).

Remaining balances in your Tressel Wallet, after deductions for fees, taxes, and other owed amounts, will be transferred to your nominated bank account, subject to us being able to comply with our obligations under relevant anti-money laundering laws. If any funds are unclaimed (including because we are unable to locate and communicate with you despite making reasonable efforts to do so) they will be handled according to the Unclaimed Money Act 1971.

15. Complaints by Investors

If any dispute arises in connection with our Services which the parties are unable to resolve by negotiation, the dispute shall be referred to Financial Dispute Resolution Service (FDRS) and its determination shall be final and binding on the parties.

FDRS provides an independent and impartial dispute resolution service. Tressel is a participant of the scheme. You can contact FDRS by:

Online Form: www.fdrs.org.nz/complaints/make-a-complaint/
Email: enquiries@fdrs.org.nz
Freephone: 0508 337 337
International: +64 4 381 5047
Post: Freepost 231075
PO Box 2272
Wellington 6140

16. Interpretation

In this Disclosure Statement, unless the context otherwise requires:

Words stated in the singular include the plural and vice versa;
Clause and headings are for convenience only and do not affect the interpretation of this Disclosure Statement;
A person includes company, partnership, joint venture, association, corporation, or other body corporate and any government agency as well as an individual;
A party to this Disclosure Statement includes that party's permitted assigns;
Including and similar words do not imply any limitation;
References to any legislation include regulations and other statutory instruments under it and consolidations, amendments, re-enactments, and the corresponding provisions of any replacements or amendments of any of them;
References to a document or agreement include that document or agreement as amended, supplemented, or replaced from time to time;
All monetary amounts are stated and are payable in New Zealand dollars;
Working day means a day on which registered banks are open for business in Auckland, New Zealand.

17. Changes to this Disclosure Statement

We may update this Disclosure Statement at any time and will publish the updated Disclosure Statement on our website. We are not required to notify you about changes that benefit you or do not substantially alter your access to the Platform or Services. For all other changes, we will provide reasonable notice in a manner we deem appropriate, which may include direct messages (via email, text, or in-Platform messages) or by posting a general notification on the Platform.

18. Information available from Tressel and making requests

All information available in relation to Offers, Tressel's policies, terms and conditions, and the Platform Documents including this Disclosure Statement are available on the Platform.

We will endeavour to provide requested information if we are able to do so and the request complies with New Zealand law.

19. Contact details

If you have any questions in relation to this Disclosure Statement or the Platform or Services, you can contact us at:

Email: hello@tressel.co.nz
Phone: 021632776
Physical address: Level 7, 56 Cawley Street, Ellerslie, Auckland, 1051, New Zealand
Postal address: Level 7, 56 Cawley Street, Ellerslie, Auckland, 1051, New Zealand

Tressel Limited - Service Disclosure Statement