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Facilitating Equity Crowdfunding in the Asean Region

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Facilitating Equity Crowdfunding in the Asean Region FACILITATING EQUITY CROWDFUNDING IN THE ASEAN REGION REPORT PREPARED FOR ASEAN CONNECTIVITY THROUGH TRADE AND INVESTMENT JULY 2017 This publication was produced by Nathan Associates Inc. for review by the United States Agency for International Development. Page 1 of 147 FACILITATING EQUITY CROWDFUNDING IN THE ASEAN REGION REPORT PREPARED FOR ASEAN CONNECTIVITY THROUGH TRADE AND INVESTMENT JULY 2017 DISCLAIMER This document is made possible by the support of the American people through the United States Agency for International Development (USAID). Its contents are the sole responsibility of the author or authors and do not necessarily reflect the views of USAID or the United States government. ACKNOWLEDGEMENTS This paper was written by Professor Ian Ramsay, Harold Ford Professor of Commercial Law and Director of the Centre for Corporate Law and Securities Regulation, Melbourne Law School, University of Melbourne and Steve Kourabas, Research Fellow, Centre for Corporate Law and Securities Regulation, Melbourne Law School, University of Melbourne. In January 2017, as part of the research for this Report, a field trip was undertaken by Professor Ramsay and Thitapha Wattanapruttipaisan, SME Development Lead, ASEAN Connectivity through Trade and Investment, to Malaysia and Thailand where meetings were held with government officials, regulators, platform operators, issuers and investors. We thank those who participated in the meetings for the helpful information they provided. In March 2017, a draft of this report was circulated to a number of organisations. We thank those who reviewed the draft report for the helpful comments they provided, particularly Securities Commission Malaysia and the Securities and Exchange Commission of Thailand. - i - Contents Contents ...................................................................................................................................................................... ii Acronyms ................................................................................................................................................................... iii Executive Summary .................................................................................................................................................. iv Chapter 1: Introduction: Scope of the Report .................................................................................................... 1 Some Examples of ECF .............................................................................................................................................. 3 Chapter 2: Economic Background and the Need for ECF .............................................................................. 6 A: The ASEAN Economy: Seeking Growth, Development, and Integration ............................................. 6 B: Closing the “Funding Gap” ................................................................................................................................ 10 Chapter 3: Defining ECF and Exploring Advantages and Disadvantages.................................................. 14 A: What is ECF and What is the Context in which it Exists? ......................................................................... 14 B: Who Are the Key Actors Involved in ECF? ................................................................................................... 23 C: What are the Key Benefits and Risks Associated with ECF? .................................................................. 25 Chapter 4: ECF Regulation in Key Jurisdictions ................................................................................................ 31 A: Malaysia ................................................................................................................................................................... 31 B: Thailand .................................................................................................................................................................. 39 C: United Kingdom ................................................................................................................................................... 47 D: Australia ................................................................................................................................................................... 57 E: Developments in Other Jurisdictions ............................................................................................................. 69 Chapter 5: Comparative Analysis and Key Recommendations ................................................................... 84 A: General Regulatory Observations .................................................................................................................. 84 B: ECF Platform Operators ..................................................................................................................................... 86 C: Issuers ..................................................................................................................................................................... 112 D: Investors ................................................................................................................................................................ 131 Chapter 6: Concluding Remarks ....................................................................................................................... 138 LIST OF TABLES Table 1: Select Economic Data for ASEAN Member States .............................................................................................. 6 Table 2: Summary: Assessment of Progress in Integration in Key Policy Areas ........................................................ 8 Table 3: SME Funding Gap in ASEAN ..................................................................................................................................... 11 Table 4: Licensing or Registration Requirements in Various Jurisdictions ............................................................... 89 Table 5: Issuer and Investor Caps in Various Jurisdictions ........................................................................................... 117 Table 6: Investment Caps for Various Jurisdictions in local currency and US$ (January 2017) ........................ 134 - ii - Acronyms ACA Corporations Act 2001 AEC ASEAN Economic Community AFSL Australian Financial Services Licence AMS ASEAN member state APRA Australian Prudential Regulation Authority ASEAN Association of Southeast Asian Nations ASIC Australian Securities and Investments Commission ASX Australian Securities Exchange CAMAC Corporations and Markets Advisory Committee CMSA Capital Markets and Services Act 2007 COBS Conduct of Business Sourcebook ECF Equity crowdfunding EU European Union FCA Financial Conduct Authority FDI Foreign direct investment FINRA Financial Industry Regulatory Authority FMA Financial Market Authority FSMA Financial Services and Markets Act 2000 GDP Gross domestic product IFC International Finance Corporation IMF International Monetary Fund IOSCO International Organization of Securities Commissions LCF Lending crowdfunding MAI Market for Alternative Investment MAS Monetary Authority of Singapore MSME Micro and small to medium enterprise OECD Organisation for Economic Co-operation and Development QMI Qualified matching investor RBA Reserve Bank of Australia RMO Recognized market operator SEA Securities and Exchange Act B.E. 2535 (1992) SEC Securities and Exchange Commission SET Stock Exchange of Thailand SME Small to medium enterprise TSEC Securities and Exchange Commission (Thailand) UK CA Companies Act 2006 US-ACTI ASEAN Connectivity through Trade and Investment VC Venture capital - iii - Executive Summary The objectives of this report are to (1) provide information and recommendations for member states in the Association of Southeast Asian Nations (ASEAN) which have not yet introduced equity crowdfunding (ECF) on the key issues they should consider in designing a regulatory framework for ECF; and (2) for those ASEAN member states which have introduced a regulatory framework for ECF, provide information on developments in the regulation of ECF in other jurisdictions. ECF is quickly emerging as an important mechanism to help bridge a major funding gap for small businesses. ECF provides an opportunity for these businesses to leverage technological advances that provide access to funds from a wider range of potential investors, including those retail investors who may previously not have participated in investing. ECF is gathering pace across the world, including in Asia. This provides an opportunity for ASEAN and its member states to develop ECF regimes that enhance economic growth. Important considerations in developing a regulatory framework for ECF include encouraging innovation and economic growth and providing appropriate protection for retail investors. This report (1) defines ECF; (2) compares ECF to other forms of crowdfunding; (3) outlines the roles of the main participants in the ECF process (issuers, investors, and platform operators); (4) discusses the economic background to ECF including the main justifications for the introduction of ECF into ASEAN; (5) identifies the benefits and risks associated with ECF; and (6) provides detailed analysis of ECF in four jurisdictions – two ASEAN member states (Malaysia and Thailand) and two jurisdictions which are not members of ASEAN (the United Kingdom and Australia)
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