Public Disclosure Statement

 

 

 

Product Disclosure Statement

Marketlend


 

Important Notices

In your interest

Please take time to read
through this Product Disclosure Statement (‘PDS’) regarding our investments and
discuss it with your financial adviser.

In preparing this PDS, we
have not taken into account your investment objectives, financial position or
particular needs. Before making an investment decision, you may need to obtain
and consider independent advice about whether this investment is suitable in
light of your individual or personal circumstances.

The issuer

This document is a Product
Disclosure Statement (PDS) for the purposes of Part 7.9 of the Corporations Act
2001 (Cth) and has been issued by Tyndall Capital Proprietary Limited (ABN 86 154
750 268, AFSL No.415909) (‘Tyndall’) as owner of Marketlend, and the Marketlend
Lending Platform. Marketlend is a proprietary limited company that is
constituted for the purposes of originating, buying and selling receivables,
and is a wholly owned subsidiary of Tyndall. Tyndall and its Authorised
Representatives do not provide financial product advice.

Product Disclosure Statement

This PDS is dated 31 August
2016 and has been issued by Tyndall. This PDS has not been lodged with
Australian Securities and Investments Commission (‘ASIC’) and is not required
by the Corporations Act to be lodged with ASIC. Accordingly, ASIC takes no
responsibility for the contents of this PDS and has not been provided this
document.

Electronic PDS

An electronic copy of this PDS
may be viewed online at
www.marketlend.com.au.
If you access this PDS electronically, please
ensure that you download and read the PDS in its entirety. The offer to which
this PDS relates is available to persons receiving this PDS (electronically or
otherwise) in Australia and New Zealand only. A paper form of this PDS can be
obtained, free of charge, by contacting Tyndall at Level 14, 179 Elizabeth
Street, Sydney, NSW, 2000.

Updated Information

We may update the PDS with
changes that are not materially adverse, via disclosure on our website. You can
also obtain a paper copy of any updates on request.

Permitted Use

1.     
Any use of this information
in this PDS for purposes contrary to investing or obtaining trade credit on the
Marketlend Platform without Tyndall’s consent will be considered to be a breach
of the intellectual property rights or other rights of Marketlend and Tyndall.

2.     
Any distribution to a third
party by a person or entity who received the PDS from Tyndall or downloaded off
the Marketlend Platform website is prohibited.

Persons who conduct any
activity described above in items 1 and 2 will be prosecuted by Tyndall.

Investment tip

For peace of mind, you must
determine which investment option is best for you. You must consider your
attitude to risk and return so that you do not worry if the value of your
investment changes. You must take responsibility for your own investment
decisions and to this end you should consider obtaining independent advice before
making any investment or financial decisions. In particular, you should
carefully consider the risk factors outlined in Section 5 of this PDS in light
of your personal circumstances, recognising that other risk factors may exist
in addition to those listed, and should also be considered before making a
decision to invest.

Purpose

Marketlend is a company
structured in the form of a special purpose entity, with a constitution that
disallows it to take or accept liabilities other than the liabilities of the
investors. Its sole purpose is to facilitate a marketplace where companies,
partners, trusts and sole traders with an Australian Business Number can lend
from individuals or corporates or trusts using the Marketlend marketplace
located at
www.marketlend.com.au.

The investment is an
agreement between the Investor, Marketlend and the Account holder governed by
the terms and conditions, which are contained in this PDS, the agreement
entered into by the Account holder at the time of the application, the
agreement at the settlement of the listing, and any other Transaction Documents
and Terms of Service (‘Terms’). It is important that Investors and potential
Investors read the Terms in full, as they set out an Investor’s rights and
obligations in relation to the investment.

Disclaimer

The investments offered by
the Marketlend platform:

·      are not deposits or other obligations or liabilities
of Marketlend or any related entity;

·      have not taken into account your investment
objectives, financial position or particular needs; and

·      are subject to investment risks, including the
possible loss of the capital amount invested.

The investments do not
represent a deposit or other liability of Marketlend or any related body corporate
and these entities do not guarantee or stand in any way behind either the
capital value or performance of the investments. Marketlend is not a bank and
is not subject to regulatory supervision by APRA, but is regulated by ASIC.

Please note that this PDS
contains an outline of the transaction that could be applicable to a financing
of this type. It does not purport to specify or summarise all of the terms and
conditions that would be applicable. Transaction documentation would contain
representations and warranties, general undertakings, events of default and
reporting requirements in a form customary or appropriate to the type of
financing provided.

This PDS is confidential to
the recipient and should not be disclosed in whole or in part to any other
person without the prior written consent of Marketlend or the arranger, Tyndall
Capital Pty Ltd (Tyndall). To the fullest extent permissible by law, Tyndall
expressly advises that it is not liable in any way whatsoever for any loss or
damage which may be suffered by any person relying on any information,
opinions, recommendations or conclusions contained in this document or
otherwise arising in connection with the content of or omission from this
document. There is no certainty that the parameters and assumptions used for
the preparation of this document can be duplicated in an actual transaction.
In the event of any inconsistency between this document and the legal
documentation related to any future transaction or other financial
accommodation that Tyndall may arrange, the legal documentation shall prevail.
All definitions can be found in the transaction documents.

Investors should consider
the risk factors that may affect the performance of the investments. This PDS
is not an offer or a recommendation. This PDS has not been reviewed by ASIC,
and is not a PDS for purposes of listing of stock. Recipients should make their
own enquiries in relation to the notes on offer and rely solely on their own
enquires to determine the suitability of an investment (including regarding
their investment objectives, financial situation, and particular needs) and
should seek all necessary financial, legal, tax and investment advice.

This document is prepared
and the information contained is the information available at the date of the
publication date. Tyndall or any of its related parties, Marketlend or others
do not represent or warrant that the accuracy of the PDS subsequent to the
publication date. Tyndall reserves its rights generally and advises the reader
that there may be changes that have occurred subsequent to the publication date
that are not reflected in the PDS. For more information, contact
assistance@marketlend.com.au

Disclaimers from third parties

AET, Insurer or other
third parties mentioned herein (individually referred to as Third Party)

No Third Party was involved
in preparing, nor takes any responsibility for, this Public Disclosure Document
and makes no promise that money invested will earn income or capital gain, or
be repaid.

No Third Party makes or
purports to make any statement that is included in this PDS and there is no
statement in this PDS, which is based on any statement by the Third Party. To
the maximum extent permitted by law, the Third Party expressly disclaims and
takes no responsibility for any part of this PDS other than the references to
its name. Each Third Party does not guarantee the repayment of capital or any
particular rate of capital or income return.

*Insurance is not available
for all trade accounts. Investors are recommended to ensure that they check
prior to investing whether the trade account has the benefit of insurance.

Questions

If you have any questions
concerning the information contained in this PDS please contact Marketlend on
assistance@marketlend.com.au or +61 02 8006 6798.

[*]

 

Table of Contents

1.…… Welcome to Marketlend. 6

2.…… Features of Marketlend (at a glance) 10

3.…… Frequently Asked Questions. 12

4.…… Benefits of Investing with Marketlend. 21

5.…… Risks of Investing with Marketlend. 23

6.…… The Industry. 29

7.…… Insurance. 30

8.…… The Faces Behind Marketlend. 33

9.…… How Marketlend Works. 36

10.…. Products. 38

11.…. How to apply. 39

12.…. Fees and Other Costs. 41

13.…. Additional Information. 43

14.…. Dictionary. 47

15.…. Corporate Directory. 49

 

 

1.           
Welcome to Marketlend

Marketplace lending – giving
access to account holders and investors to borrow and lend without intermediary
costs

Marketlend is a digital
marketplace where creditworthy account holders borrow and professional
investors invest with transparency, enhanced safety, and unnecessary costs
usually associated with borrowing and lending.

Marketlend enables both
parties to engage in the exciting new of way borrowing and investing that has
transformed the finance industry by eliminating the middleman role of financial
institutions and banks.

Throughout this document,
we refer to the parties that receive the benefit of investment funds as account
holders. Whereas in a traditional peer-to-peer lending program, it is a trade
account where there is a borrower and a lender, on the Marketlend platform, a
line of credit is provided to a business in the form of terms of credit
account. As a consequence, the business is the account holder and is obliged to
meet the terms and conditions of the trade account.

How Marketlend works

Marketlend is a developed
system platform where account holders’ trade credit accounts are listed on the
platform for offer and investors accept the trade credit account or part
thereof, by pre-commitment or in real time by making a bid at a price that
suits the investor and account holder.

Marketlend provides a
transparent online platform that:

·   Protects against loss and fraud;

·   Performs due diligence and credit checks

·   Analyses the risk and gives the investor – an
automated risk assessment result on the repayment likelihood

·   Administers the trade credit account including
collections and enforcement

Marketlend allows the account
holder to find the investor without a bank or credit card company, factoring
company or non-bank financial institution being the middleman. It gives the account
holder the ability to raise debt capital from investors.

Funding

To fund the trade credit,
initially, investors bid for parts for an underlying trade credit receivable
(the Asset), this Asset is held by Marketlend and subsequently, at the election
of Marketlend, the Asset is sold to a securitization trust where the trade
credit account part commitments of the account holder are legally identified as
a securitised note, where Australian Executor Trustee Limited (‘AET’) is the
trustee. They are:

·   secured against the individual account holder’s trade
credit account or part thereof;

·   typically, protected on first loss by an investment by
Tyndall Capital or its related parties of a minimum of 0.5%

·   enhanced with insurance[†]*
to protect against default risk up to 90% (where applicable); and

·   supported by a provision of 1% upon the settlement of
each trade credit account

Australia’s online marketplace
for better trade credit

By issuing investors with trade credit
account receivables, Tyndall Capital (Tyndall) and Marketlend (‘Marketlend’)
enables the funding of the origination of trade credit accounts in the form of
lines of credit facilities for an average of a 1 year term, to small to medium
enterprises (‘SMEs’) in Australia (collectively, the Marketplace Lending).

The Marketplace Lending is established to
fill a need for SMEs to obtain working capital trade credit account facilities
(receivables) in the form of:

·     
a 3-72 month line of credit – a working capital trade
credit account that advances monies for the acquisition of supplies or invoices
issued by the account holder where the repayment of principal occurs every
60-90 days and solvency risk of the account holder or the debtor of the invoice
is protected by insurance*; or

·     
a 3-72 month line of credit – working capital trade credit
account – a working capital trade credit facility payable on a monthly basis
either interest only or amortising where payment is for services and supplies.

Our Offering

Using a combination of
securitization principles and crowd funding technology, Marketlend is able to
make an offering that gives the investor an attractive return, with the
safeguards of credit and structural enhancements that accompany a traditional
securitisation offering.

In return for an
investment, the investor obtains:

·      Stable significant returns, expected from 9% up to
22%depending on risk profile, term and account holder’s demand. These returns
are gross returns and do not take into account the payment of the Marketlend
platform fees (23% of interest received as of 26 August 2016);

·      Direct access to the account holder;

·      Transparency, real-time investor reporting;

·      An ability to resell the note in the future (at
inception, Tyndall recognises that there is limited liquidity in the notes
however over time we anticipate it can be a self-sufficient market in itself);

·      The notes are matched to the account holder’s trade
credit account and can either be subscribed across a pool of trade credit
accounts or to individual trade credit accounts;

·      Diversity of risk and improved returns, the SME market
is a market typically bank trusted and offers high yields; and

·      The ability to invest in traditional notes with a new
market in the market lending space, without the negative aspects like lack of
structural enhancements or subordination.

For the investor, we offer
access to the real risk and help you obtain a return with minimal disruption or
intermediation.

For the account holders,
the offering is simple: “we connect you to investors”.

Managing Risk

For application processing
and credit reference checking, Marketlend uses a system provided by
Creditworks. This system is an automated application and decision tool.

·      Creditworks is a provider of online line statutory and
credit information services, and leading edge credit and risk management
technology based solutions.

·      Creditworks’ leading-edge technology solutions include
the Pinnacle risk management, receivables management and cash flow forecasting
platform; along with our New Trade Enquiry (NTE) automated credit application
platform, and EDGE advanced credit decision system.

Through their processing
system, Creditworks ensures that Marketlend account holders are meet the
criteria set by a decision tool. We also offer insurance* on eligible
investments. Marketlend notes that all investments carry risks. We recommend
you seek all necessary financial, legal, tax and investment advice prior to
investing. For further information on the risks carried by investments, please
see Section 5 of this document.

A simple process

Using crowd funding online
technology, accessible through
www.marketlend.com.au
and securitization structuring methods,
Marketlend provides the investor with a quick and simple marketplace. Within a
period as short as 10 minutes the investor can:

·      Receive an account holder application;

·      Complete the external parties check including identity
verification checks;

·      Perform a credit analysis on the account holder using
an automatic decision rule tool and proprietary risk assessment tool;

·      Risk assess the note (also known as trade account
part) to be issued to support the funding of the trade credit account to be
provided to the account holder;

·      Finalise all documents, typically digitally signed
using DocuSign[‡]
electronic signature system;

·      Fund the account holder by paying invoices for
supplies or services after verification; and

·      Begin receiving monthly interest payments with the
ability to withdraw funds within 24 hours after verification of investors.

Marketlend also provides
all of the administrative processes including legal, systems, payments and
services.

Regulated by ASIC

Marketlend is a wholly
owned subsidiary of Tyndall Capital Pty Ltd (Tyndall). Tyndall Capital has been
engaged by Marketlend as the arranger of the securities (where applicable) or
the direct trade account agreement processing between the account holder and
the investor. Tyndall holds an authorised representative Australian Financial
Service Licence (AFSL) number 415909.

Investing in the Marketlend
is not without risk and you may lose some or all of your investment. It is
important that you read and understand each of the risks set out in Section 5
of this PDS.

You should read this PDS in
its entirety before deciding to invest. You can access our services online at
www.marketlend.com.au.

2.           
Features of Marketlend (at a glance)

Name

Marketlend

 

 

Product
Issuer

Marketlend
or the appropriate trust issued from Marketlend Master Trust

 

 

ABN:

19602720856
(where applicable)

 

 

Investment
Options

Marketlend
offers Investors the opportunity to invest in notes issued by the Marketlend
Trust to fund the origination of trade account receivables, in the form of invoice
or supply chain financing, or trade account financing on a 3-72 month term,
to fund small to medium enterprises (SME) in Australia.

 

 

Objectives

The
key objective of Marketlend is to facilitate a marketplace where companies,
sole traders with an Australian Business Number or individuals can lend from
individuals or corporates or trusts using the Marketlend marketplace located
at
www.marketlend.com.au.

 

 

Investment
Strategy

To
invest in a wide range of diversified asset receivables, in particular trade
credit accounts where the underlying account holder is a member of the
Marketlend website.

 

 

Capital
Protection

There
is no guarantee of the investment result, the return of capital, or the
amounts payable to Investors and there are risks associated with an
investment in Marketlend. These risks are explained in Section 5 of this
PDS.

 

 

Manager

The
manager is Tyndall Capital Pty Limited. It was established in 2012 and its
personnel have arranged and performed the role of Manager for trade accounts
in excess of $10 billion Australia wide. It employs over 22 staff,
specialising in lending, management and control of investments across
Australia.

 

 

 

 

Up-to-date
Information

We
aim to provide Investors with up-to-date information about Marketlend or the Trust,
so that Investors can monitor their investments. Information is subject to
change from time to time, and may be updated. You can

 

obtain
up-to-date information about Marketlend or any trust by accessing the
Investor Dashboard on the Marketlend website at
http://www.marketlend.com.au/dashboard.A paper copy of any updated information will be
given to you on request.

 

 

Trustee

Australian
Executor Trustees Limited is the trustee of the Trusts issued by the
Marketlend Master Trust. Australian Executor Trustees (AET) is one of
Australia’s largest and most experienced non-government providers of
professional trustee services, with more than $26 billion in funds under
supervision.*

For
more than 130 years, AET have been helping Australians build, manage, protect
and transfer their wealth to give them peace of mind about their financial
future.

Part
of the IOOF group

AET
is part of IOOF Holdings Limited (IOOF), a leading provider of wealth
management products and services in Australia. IOOF has been creating
financial independence for clients since 1846.

Listed
in the top 100 on the Australian Securities Exchange (ASX), IOOF provides
services to more than 500,000 clients Australia-wide and is one of the
largest non-bank-aligned groups in the financial services industry. IOOF
manages more than $131 billion on behalf of its clients.*

 

 

3.           
Frequently Asked Questions

To assist Investors in
their factual understanding of Marketlend, the following provides answers to
the questions most frequently asked of us. If any of the answers provided
require further factual clarification or expansion, please contact your
financial adviser, Marketlend, or one of our Authorised Representatives.

The following FAQs are a
guide only and are not a substitute for proper advice. Should you have any
questions concerning the information contained in this PDS please contact
Marketlend on +61 02 8006 6798 or at
assistance@marketlend.com.au. You must take responsibility for your own investment
decisions and to this end you should consider obtaining independent advice before
making any investment or financial decisions.

3.1        
About Marketlend

What does Marketlend do?

Our online platform offers
a secure and viable alternative to traditional trade credit accounts and
investments. We enable creditworthy account holders and professional investors
to conduct business together without the red tape, obstacles and unnecessary
costs usually associated with borrowing and lending. By reducing the number of
intermediaries, the account holder gets better rates and the investors get
improved returns.

As an investor, we place
you directly in control. You can select an investment trade credit account that
best matches your preferred investment criteria.

Is Marketlend a bank?

No, we are not a bank, and
an investment in the Marketlend platform is not a bank account. We are the
first peer to peer lender to secure every trade credit account in a special
purpose company or securitized trust held in trust with an independent trustee,
Australian Executor Trustees Limited.

3.2        
Investing in Marketlend

Who can lend?

You must apply online in
order to be a member of the Marketlend Platform. Your membership application
must be accepted and approved by Marketlend, and you must agree to the Terms of
Service before you can lend.

At this present time, we
only offer investment to wholesale clients. A ‘wholesale client’ has the
meaning given by section 761G in the Corporations Act 2001 (‘the Corporations
Act’). To qualify as a wholesale client, you are required to meet certain
criteria as set out in the Corporations Act.

Generally, people buying
securities and other financial products must, under the Corporations Act, be
given a regulated disclosure document such as a prospectus or product
disclosure statement. However, the Corporations Act has some exemptions from
these requirements.

One of those exemptions is
the offering of financial products to a person (either a natural person or a
legal person) who is the subject of a current certificate from a qualified
accountant certifying they have a prescribed net asset or gross income level.

A person holding such a
certificate is a:

·   ‘sophisticated investor’ for the purposes of Chapter
6D of the Corporations Act (if they are offered debt or shares) or

·   ‘wholesale client’ for the purposes of Chapter 7 of
the Corporations Act (if they are offered a financial product, other than insurance*,
superannuation or a retirement savings account product or service) and the
financial product is not used in connection with a business.

You can see your accountant
to obtain a certificate. For more details on what is needed is available by
visiting our website
www.marketlend.com.au.

Another exemption is where an applicant’s information is
provided as an introduction service. In the case of Marketlend, we are
providing you an introductory service for the applicant to the account holder
in accordance with ASIC Class Order 02/273 (Class Order) which provides an
exemption to the disclosure requirements under section 708 of the Corporations
Act (Cth) 2001 (Act).

As an investor you need to be aware that:

·     
investment in new business carries high risks. It is highly
speculative and before bidding on any listing about which information is given,
prospective investors are strongly advised to take appropriate professional
advice

·     
the information contained in our Website has been prepared by
or on behalf of the person who is proposing to issue or sell the securities or
scheme interests and neither Marketlend nor the publisher (if any) has
undertaken an independent review of the information contained in our Website

·     
the information contained in our Website about the proposed
business opportunity and the securities or scheme interests is not intended to
be the only information on which the investment decision is made and is not a
substitute for a disclosure document, product disclosure statement or any other
notice that may be required under the Act, as the Act may apply to the
investment. Detailed information may be needed to make an investment decision,
for example: financial statements; a business plan; information about ownership
of intellectual or industrial property; or expert opinions including valuations
or auditors’ reports.

Marketlend makes no representation as to the accuracy or
veracity of the financial information quoted or provided by the Company.

How do I access Marketlend’s
services?

You can access our services
by visiting
www.marketlend.com.au.
If you have any questions you can contact our
customer services team on +61280066798 or email us at
assistance@marketlend.com.au.

Can I invest in Marketlend
platform investment opportunities if I am not an Australian resident? If so,
how much tax will I pay?

Yes, you can. The amount of
tax you will pay is dependent on your home country. Our view is that the
investment is not tax exempt, however, as our offering is to the public at
large, we cannot give tax advice. We recommend that you obtain your own
independent legal and taxation advice prior to investing in the trust.

Under the Australian Income
Tax Assessment laws, if an investor is not an Australian tax resident, 10%
withholding tax on interest of a debt security, which is this investment, must
be deducted unless the issuer of the debt security, Marketlend or its trusts
makes an offer to at least 100 investors, or 10 qualified financial
institutions.

As Marketlend and its trusts
make offers to more than 100 investors, 980 investors[§]
to date, interest on investments on Marketlend is withholding tax exempt. However,
we remind you to obtain your own independent financial advice.

Are the Trade Credit Accounts risk
assessed?

Yes. Upon completion of insurance*endorsement
and credit review by the account holder’s application, search results and
insurer or credit risk assessor results are loaded into an external risk
assessment system, developed by Veriluma and Tyndall.

The result of the system
and the account holder’s data are then listed on Marketlend’s web portal,
provided by Marketlend for investors to review and commit, or to be auto
allocated to investors with pre commitments and a set risk appetite.

In conjunction with an
experienced predictability software solutions provider, Veriluma Pty Ltd,
Tyndall will use its sophisticated internal risk assessment based on historical
and expected results to give the investment an expectancy of repayment of the
principal and timely payment of the interest.

How long do I commit my money to
the trust?

We offer investment in notes issued by Marketlend or a Trust to
fund the origination of trade accounts in the form of working capital
facilities on a 3 month up to 72 month term. However, unlike most investments,
we offer you an extra level of investment flexibility. You can improve your
investment liquidity by trading with other Marketlend investors. You can sell
your Notes auction-style or by placing a buy now price. It’s all about extra
flexibility and investment freedom. To do so, you can use the Marketlend trade account
exchange, located at
https://www.marketlend.com.au/marketplace/?microloans=yeshttps://www.marketlend.com.au/

Where
is the money held before it is lent?

When you invest with
Marketlend, you have a secured note with a trustee, which is an independent
company controlling the assets and all monies, or a trade account part with the
account holder held in Marketlend, a special purpose vehicle. All trade credit
accounts are held in separate legal trusts, or a special purpose vehicle protected
from bankruptcy, either by way of constitution or trust deed. All payments have
a set payment structure, so there is no possible misappropriation, and
Marketlend’s parent Tyndall Capital does not take custody of any of the account
holders or lenders money.

All trade credit accounts
will be in the name of the Trustee, or the seller to the Trust, Marketlend. Marketlend
or The Trustee will ensure that the Trust has legal ownership of the trade
credit accounts and all payments will be paid by direct debit directly into the
Trust account to protect all the cash flows, effectively other than the Trustee
or at the Manager’s direction, no monies can be removed from the trust account
or Marketlend accounts.

The structure is a
well-established and legally robust structure where the Issuer is structured in
a bankruptcy remote and tax neutral manner. It is established in Australia and
proven to support many funding solutions including the major banks and non-bank
issuers.

Who sets the interest rates?

Our interest rates are
calculated using securitization principles and crowd-funding technology. They
are indicatively set from 9% up to 22% depending on risk profile, term and
account requirements.

Interest rates will depend
upon the note structure of your investment. For example, working capital trade
credit accounts that have no insurance* will attract a higher return than a
working capital trade credit account that is insured.

Who is the Account holder?

We provide working capital
trade credit accounts to creditworthy businesses and individuals.

All account holders who
submit an account application must undergo a credit check performed by an
automated decision tool system, hosted by Creditworks, a specialist niche
service provider of innovative enterprise grade and highly customised credit
risk management solutions, to large Australian listed and unlisted enterprises.

By default, all trade
credit accounts with business status that don’t meet any of the negative
conditions, or meet all the positive conditions, are risk assessed and placed
for offer on the Marketlend platform, after a further risk assessment by our
in-house risk assessors and risk assessment tool. As an investor, you can
review an account holder’s risk assessment and details by logging onto your
account at
www.marketlend.com.au.
Each trade credit account application is
assigned a Marketlend risk assessment percentage– we have a proprietary system
that considers the historical and future subjective and objective factors, to
predict the likelihood of repayment of the investment (trade credit account)
and the certainty in the predictability. For more details, email us on
risk@marketlend.com.au.

What
is the minimum amount of investment?

The current minimum amount of investment
is AUD$100.

What are the amounts and terms
of Account holder trade credit accounts?

We offer working capital
trade credit accounts of 3 months up to 72 months. Account holders can borrow
from as little as $10,000 up to $10Million, subject to an investor commitment
and meeting the requirements of the Marketlend risk decisions. The account holder
makes repayments every 30 days, depending on their trade credit account type.
Repayments are automatically processed through our direct debit system. In some
cases, the account holder may pay daily, weekly or fortnightly.

How does the direct debit system
work?

Account holders are
required to repay their trade credit accounts via direct debit. Two days prior
to running the direct debit, the Marketlend system sends an e-mail to each account
holder advising them of the amount of the direct debit to be processed against
their account. All direct debits are processed directly into the Collections
Account – minimising co-mingling risk.

What are the trade credit
accounts used for?

Our working capital trade
credit accounts enable account holders to access funding for trade credit
account types such as:

·   unsecured line of credit trade accounts

·   invoice financing, factoring and debtor finance
accounts

·   supply chain trade accounts

How do I select my investment?

As an investor, you have
the marketplace at your fingertips. Once you log on to our platform at
www.marketlend.com.au, there are three simple steps to selecting your
investment:

Step 1  
You set your investment
criteria

Step 2  
“Invest Now” matches the best
possible investment set to your individual requirements.

Step 3  
You select the full set of
trade credit accounts, a single trade credit account or part of a trade credit
account or trade credit accounts and nominate the ones to be included in your
portfolio.

The risk assessment is based
on the proprietary model and check out the risk assessment on the rates and
fees page located at
https://www.marketlend.com.au/rates-and-fees/.

Once I put a successful bid on
an investment, how long until the account holder receives the funds?

The account holder never
receives the funds, other than for inventory or debtor finance. This occurs
after the various checks and balances are finalised including not limited to:

For unsecured trade
credit accounts:

Funds are paid to suppliers
on direction by the account holder; within 24 hours after all successful bids
are settled. The invoices are verified to ensure they are not to a related
party and are for the payment of supplies or services. Reimbursement can occur
if the account holder provides evidence of the payment and it is approved by
senior management.

For supply chain trade
credit accounts:

The preferred option is
that Marketlend is the purchaser of the supplies and bills the account holder
for the supplies. However, if the inventory is already purchased, Marketlend
will pay the account holder for the inventory, provided clear title is
evidenced and the amount funded is equivalent to the invoice payment.

Additionally, there is a
requirement that the supplier invoice is not older than 15 days from delivery
and the account holder is not issuing an invoice for goods that were delivered
more than 60 days before the invoice.

For debtor finance, or invoice
finance: The invoice must be acknowledged by debtor as due and payable and not
in dispute, and preferably our bank account will be on the invoice.

How many account holders will I
be lending to?

This depends on how many
bids you make. You may make as many bids as you like per account holder.

Am I party to an account holder’s
trade credit account contract?

As an investor, you receive
a registration of a trade account part that is legally known as a debt security
in the Trust, or issued by the account holder (collectively we call them Notes).
In the case of the Trust, the Note you receive is governed by a subscription
agreement, which contains all terms and conditions to the investment. This note
is controlled and governed by the Master Trust Deed and Series Supplement Deed.
Your trade account part is directly lent to the account holder and is then effectively
a direct trade account to the account holder.

3.3        
Using the Marketlend Platform

How
do I transfer funds into my Marketlend account?

You can transfer funds as
soon as you are approved to be a lender by the Marketlend platform.
Transferring funds is simple – log on to
www.marketlend.com.au and select ‘Add Funds’. You will then be given the
information required to make a direct deposit into Marketlend’s account by bank
transfer, credit card or direct debit. Once we receive your funds, your account
will be updated to show your balance of available trusts.

When do I receive payments?

If the trade credit account
is principal reducing, the account holder makes payments at the end of each
month via direct debit. Once cleared and settled, funds are usually credited to
the investors account by the 6th day of the following month. As soon as the
funds have cleared, they are available to be withdrawn.

How can I access my funds?

Provided funds are
available and are not committed to a trade credit account, investors are able
to access funds through the “Investor Dashboard” on the Marketlend website.
Once logged in, select “Take Funds” to access your funds. Once you take you
funds, your account balance will be updated. Please note, funds are only paid
to you after meeting anti-money laundering verification requirements. Our
anti-money laundering policies and our compliance policies are available at
https://www.marketlend.com.au/policies-procedures-2/

What happens if I need my money
in the case of an emergency?

Typically, all requests for
withdrawal are met within 24 hours, if it is the case that you have met the
anti-money laundering and compliance policies, repeat withdrawals will occur
after a swift identification verification procedure.

We offer an extra level of
investment flexibility, which allows for immediate liquidity of your investment
through our trading exchange. This is often referred to in the marketplace
lending sector as the ‘Secondary Market’.

Our trading marketplace
allows you to offer your Marketlend investment trade account parts for sale to
other Marketlend investors. It’s an uncomplicated way to unlock some liquidity
should you need it in the case of an emergency. Please note that trade account
parts are only liquidated upon a purchase by another party. The seller and
buyer are not disclosed and a premium or discount can be set on the trade
account part.

What happens if the account
holder pays out the trade credit account early or makes a capital reduction
during the trade account term?

If paid back early, you
will receive your funds credited back to your account. Principal reductions
during the term may be made, however these are not paid back to the investor.
Instead, the payments will reduce the balance of the trade account, with the
principal paid back to the investor at trade account maturity.

There may be occasions
where the account holder asks to reduce the amount lent or has the amount
available restricted, due to risk assessment procedures being adhered to. In
those cases, you will receive the capital returned at that time.

What are the upfront investment
costs?

There are no upfront
payments required from investors.

How do I make additional
investments?

Establishing or topping up
your Marketlend investment portfolio couldn’t be easier. You can bid on trade
account parts in the marketplace or purchase trade account parts on the trade
account exchange. If you select a certain number of parameters, like interest
rate, investment risk and amount, you can use the bid pal.

The bid pal is an automatic
selection of trade account parts set by you, and is used each time a new trade
account is uploaded on the marketplace. It will set your selection and apply
it. You will then effectively have new bids, which if accepted by the account
holder, will become a trade account part.

The “Invest Now” service
automatically matches the optimum investment trade credit account mix to your
preferred investment criteria. You simply choose your level of investment
without the need to locate and analyse each trade credit account in detail.
Keeping you in complete control, you can still review the trade credit accounts
or portions of the trade credit accounts you are funding at any time.

How does the Trust manage
un-drawn trade credit account commitments?

We charge an un-drawn fee
of 7%* to the account holder. However, to ensure we avoid the possibility of an
undrawn trade credit account, we are in constant communication with the account
holder, assisting them in choosing the right account to meet their needs.

*Fee may change from time
to time.

Does the Trust use derivatives
or undertake any borrowings?

No.

3.4        
Loss and Protection

Does the Trust require insurance*
to be taken out by account holders?

We do not require insurance*
to be taken out by account holders. When account holders submit an application,
they can apply with or without insurance*. It’s important to note that Insurance*
is available in certain circumstances. It is subject to debtor (if debtor or
invoice finance) or account holder credentials and the insurer’s approval. Our account
holder and trade credit account risk assessment systems are also supported by
carefully structured insurance* and loss protection policies. As mentioned
before, we are the first Australian online marketplace lender combining insurance*,
loss reserves and margin protection with direct lending.

What happens if the account
holder is late or fails to make payments?

The account holder may
receive different trading terms (in increments of 30 days) from different suppliers.
If the account holder fails to make payment via direct debit on the due date
for the current amount outstanding, they will be registered on our default
report. From this point the default interest will start to accrue at 26%. If
the account is not paid by the grace period (usually 10 to 20 business days)
then the account is placed on hold. If the account reaches the maximum credit
limit before the expiry of the grace period, then the account will also be
placed on hold.

Are the trade credit accounts
secured?

We offer both secured and
unsecured working capital trade credit accounts. It is important to note that insurance*
is only available in certain circumstances.

If the trade credit account
is considered eligible for insurance*, a policy arranged through an authorised Insurance*
broker ensures the Investor is paid 90% of the debt plus any default interest
accruing from the date of default to the date that the claim is paid by the
insurer. Typically, the claim will be settled within 120 days from the date of
proven debt. That is after we have taken all necessary steps to enforce the
debt.

What does trade credit account insurance*
cover?

Our trade credit account insurance*
covers: default interest from the due date to the date of claim payment from
the insurer, which is within 120 days from the date of default; payment on
default rather than the traditional liability trigger of insolvency of the account
holder; GST (if the debt including GST is purchased by the Credit Provider); as
well as collections of any delinquent debt.

What is the Loss Reserve?

From inception, in addition
to insurance* (where applicable), our Loss Reserve is established to protect
you from any loss that is excluded by the insurer.

Loss reserve is provided in
a number of ways:

a)     
Provision: one way is provided in the form of a provision of 1%
that is taken from the borrower’s funds on settlement and held in reserve;

b)    
Excess payments: any additional payments of interest that are made
during the term above the amount that is required by the borrower are held in
reserve;

c)     
First Loss Protection: Marketlend contributes 0.5 or more of its’ own money
toward a first loss protection account; and

d)    
Account Contribution: Invoices and supplies sold to Marketlend in an
insured product are typically paid for at a discount of 10%, which is the loss
protection provided by the account.

Upon any defaulting trade
account and liquidated loss, these amounts will be taken off and used to reduce
the loss prior to any deduction of investors’ funds, as well as any
contribution made by the insurer.

We use our funds to provide
for initial loss protection, and contribution by the account holders builds the
loss reserves over time.

Does the Loss Reserve guarantee
that I am protected from loss?

No. Loss reserves do not
provide a guarantee of any kind are not an insurance* product. A loss reserve
is calculated on the basis of the expected loss of an account and at no time is
provided on the basis of a complete payout of any possible loss.

Do you have a nominated third
party to pursue and collect payments?

Marketlend makes use of two
collections agencies, and internal legal department as well as external legal
for collections. Austral Mercantile is a wholly owned subsidiary of the insurer
and handles all collections in relation to any account that has the benefit of
the insurance* policies. For accounts without insurance*, the firm NL Mercantile
is used for collections and is paid on success only. The collections agent will
be engaged from inception of this transaction, and have a direct role from the
point of time that the account holder makes a second debit dishonour. The
collection agent is a well-known entity and used by many financial institutions
and corporates. Furthermore, the collection agent has offices in Australia and
New Zealand.

What happens if either party
dies during the life of a trade credit account?

If a lender dies, we will
comply with all reasonable requests provided by the legal personal representative
in respect of an estate regarding a deceased lender’s account. However, as the
account is in the name of the business, other than concerns in regards to key
man risk, we would expect that the business would continue. In the case of default,
we will take the same measures as if it were a defaulting trade account.

What are the risks in investing?

As leaders in marketplace
lending, we consider ourselves to be your performance partner. There is no
reward without risk. However, through rigorous credit analysis and real-time
well-balanced performance reporting, we endeavour to make your investments as
transparent and robust as possible. For extra peace of mind, Insurance* and a
Loss Reserve are also factored into the equation.

4.           
Benefits of Investing with Marketlend

High Stable Returns

Investors can expect
returns around 8-22% or higher. Returns are based on the risk and the amount
that is actually successfully bid by you on the account.

Transparency

Investors have real time
access to all the processes via the web portal, including access to the results
of searches, rating analysis and performance of the trade accounts.

Creditworthy Account holders

We provide you with access
to creditworthy account holders seeking business trade credit accounts.
Historically, it may have been difficult for you to access these account holders
and this type of investment.

Internal Rating Analysis

In conjunction with an
experienced predictability software solutions provider, Veriluma Pty Ltd,
Tyndall will use its sophisticated internal rating based on historical and
expected results to give the investment an expectancy of repayment.

Delegate and Backup Servicer

Tyndall will enhance its
servicing by:

a)  
Using a highly experienced 300
person capacity BPO to perform data entry and invoice processing;

b)  Having Creditworks, and risk assessors, including the
insurers risk assessors, perform application processing; and

c)  
A hot back up servicer
arrangement with Jardine Lloyd Thompson.

Assets and Cash Flows Isolated
and Protected

Cash flows of the receivables
are not co-mingled; all payments are directly debited and are held in
segregated bank accounts.

Independent Trustee and Security
Trustee

In the case of a trust, a
standalone bankruptcy remote trust is established and each trust holds one trade
account, making it robust and tax neutral. Additionally, the trade account
which is held by Marketlend is separately identified; your investment is
recorded in real time and is segregated from all other investments.

Competitive Interest Rates

We seek to provide you with
a better deal than saving with or borrowing from a traditional financial
institution. This includes providing both lenders and account holders with
competitive interest rates. Importantly, you can choose the interest rates at
which you wish to lend.

We offer a secure,
profitable way to invest, at least 3% or higher than traditional financial
institutions rates of return on savings accounts. We also provide a safe and
transparent alternative to banks and financial institutions.

Fast, Simple Access and Control

Bidding on new investments
and monitoring existing investments is as simple as logging in to the Investor
Dashboard on the Marketlend website,
www.marketlend.com.au.

Loss Reserve and Insurance*

Marketlend’s account holder
and trade account risk assessment systems are also supported by carefully
structured insurance* and loss protection policies. As mentioned before,
Marketlend is the first Australian online marketplace lender combining insurance*
and loss reserves with direct lending.

Given the new nature of
these potentially high yielding trade accounts, insurance* and loss protection
by way of reserve are the best ways to ensure all our valued investors have
extra peace of mind.

It’s important to note that
Insurance* is only available in certain circumstances. It is subject to
supplier and account holder credentials and the insurer’s approval.

Customer Support

We provide our customers
with support by offering live chat, email handling and phone support. You can
contact us on (02) 8006 6798 or
assistance@marketlend.com.au whereupon you will be given a support ticket and a Marketlend
representative will contact you.

5.           
Risks of Investing with Marketlend

Investing in the Marketlend
Platform is not without risk, and there is a chance you may lose some or all of
your investment. We have categorised the significant risks associated with
investing into four categories, being key investment risks, trust-specific
risks, lending-specific risks and other general risks. It is important that you
read and understand these risks before investing.

KEY
INVESTMENT RISKS

·   Account holder late payment or default: There is a risk that the account holder may pay his
interest payment late or may fail to make payment. If this occurs, it will be
the case you will not receive interest or principal payments during that
time. In this case, Marketlend will take the appropriate collection steps in
conjunction with its collection agencies and insurer to either arrange for
the account late payments to be rectified, or realise the assets to seek
repayment of the principal and interest that is accrued during a period of
time.

·   Assignment of your trade credit account: There is a risk that your trade credit account could
be assigned to the insurer, collection agent or another third-party. If this
occurs, your obligations will not be reduced in any way and rights of the
investors will be unchanged unless otherwise agreed by the investors.

·   No withdrawal of funds until end of lending market
indicative term:
The provision of
the trade credit account is a line of credit and as a consequence of that,
the account holder has the right to make use of the principal during the
term. This means that you cannot withdraw your principal for any period of
time during the term.

·   Investment longer than indicative term: The term is set on the trade credit account at the
time of settlement. This term is then monitored and alerted to the trade credit
account holder at least one month prior to the maturity date of the term.
This is conducted manually as well as automatically. All necessary measures
are taken during that period to ensure that either the principal is repaid,
or trade account parts are repaid for those who do not wish for the term to
continue, and elect not to renew the trade account.

·   Account holder default impact on availability of
funds
: It is the case that if an
account holder defaults, your funds invested in that account will not be
available to be resold on the loan exchange or repaid until the default is
either cured or the assets are realised. There is a risk that in realisation
there will be insufficient assets to cover your funds and you could either
lose some, or all of the funds that you committed to this account.

·   Differences in account holder creditworthiness: The risk profile of each account holder is assessed,
however this is not an ultimate determination of the credit worthiness, and
the determination is based on the information provided and accessible to you
on the loan listing. It is therefore recommended that you do your own
determination on the credit worthiness of the account holder and be aware
that the credit worthiness may differ from one account holder to another.
This is also the case where the account holder solvency has been insured.

·   Variances in account holder creditworthiness over
time:
The account holder is
operating a business which may result in its credit worthiness changing over
time. Steps are taken by Marketlend to monitor the creditworthiness of an
account holder, however we cannot assure or

guarantee that the
account holders creditworthiness is not altered without our knowledge.
Examples of this may be where the account holder has taken on further liabilities
or failed to take steps to ensure its solvency. The risk assessment and
credit worthiness available to Marketlend and investors is the status at the
time of the opening of the trade account and any subsequent increases to the
trade account or renewals. Investors are to be aware that the case may be
that the credit worthiness of an account may significantly deteriorate
subsequent to the opening of the trade account without the knowledge of
Marketlend, no matter what measures including monitoring are taken into
account

·  
No Deposit guarantee: Marketlend is not a bank or an authorised deposit
taking institution, whilst all funds are deposited into a bank account,
investments made into a trade account are not deposits and do not have any
benefit of a deposit guarantee available to authorised deposit taking
institutions in Australia or elsewhere.

·  
Insurance: As is the case with many insurance contracts in
Australia, the policy carries the risk that the insurer will refuse to pay a
claim, cancel the contract, or reduce the amount it will pay on a claim if
the insured fraudulently failed to disclose material information to the
insurer at the time of entering into the policy. Material information
includes anything that is within the knowledge of the insured, or anything
that the insured could reasonably be expected to have knowledge of, which
would affect the insurer’s decision to insure and on what terms. This
includes a buyer which the insured knew to be in financial difficulty, or was
facing the prospect of financial difficulty, at the time of entry into the policy.
The insurer may similarly cancel the contract, reduce the amount it pays on a
claim or refuse to pay a claim if the insured did not properly disclose on
the proposal form, the amount of bad debt it had suffered in the years
preceding the policy.

TRUST-SPECIFIC
RISKS

·   No interest on funds not on trade credit account: whilst funds are held in the trust account and not
invested in any trade credit account, no interest is paid to the investor.

·   Money sitting idle: There is a risk that if you do not successfully bid on trade
credit accounts, your funds will be held in the trust bank account without
accruing interest. Furthermore, we recommend that you monitor your account
regularly, as if one of your investments has its principal repaid due to
either an end of term of the trade account, or a reduction in its line of
credit, funds will be credited to your account which will gain no interest
until you successfully make a bid on a new trade credit account.

·   Dependence on related companies: The Marketlend platform is reliant on Tyndall
Capital, its parent and owner of Marketlend shareholding to perform the
management of the trade credit accounts and trusts. Whilst Tyndall Capital’s
experience is significant in this area, it is a corporate and not rated by
any international rating agency, and as a consequence financially could
become insolvent at a point of time. If this does occur, Marketlend has the
right to terminate its services and also replace it. However, there is a risk
that there is a conflict of interest and it may not do so within a short
period time. The protection to investors is that the Trustee requires that
Marketlend gives representations and warranties to take immediate effect, in
the event that this occurs. In addition to this, authorisations and
directions have been given to the backup servicer and the insurer if such an
event occurs.

·  
Dependence on third party
service providers:
The Trustee,
Security Trustee, Backup Servicer, System provider, and other third parties
provide services to Marketlend and its platform. As a consequence, there is a
risk that if one of these third parties fails to provide its services
effectively and in accordance with its service level agreements that
Marketlend could be at risk of failing to perform its duties under its
agreements. Clearly, Marketlend has arrangements in place to ensure that each
of these third party service providers performs their functions under the
service level agreements and has the legal rights to take any steps necessary
to enforce these agreements if breached.

·   Information technology: Information Technology is a very large portion of
the Marketlend platform and Internet access; hosting, system support and
maintenance are integral to ensuring that the Marketlend platform performs in
the manner is required. There is a risk that if any of these aspects or other
information technology provision fails, that there could be an outage or a
restriction in the usage of the Marketlend platform. Measures are in place,
disaster recovery plans and backup hosting arrangements have been set to
reduce such risk.

·   Regulatory risk:
Presently, the account holders obtain a trade credit account that is not
regulated by the national credit code, or other credit related legislation.
There is a risk that legislation may be put in place in the later date that
could regulate this industry and cause additional steps to be taken to ensure
that trade credit accounts are legally enforceable. Examples of this are the
upcoming unfair contracts legislation and possible widening of the national
credit code to cover small to medium enterprise. This is presently not
occurring at this time, however it is a risk that an investor should be aware
of and if it does occur, Marketlend will update the investors as to what
action it will take to ensure that all rights are preserved.

·   Legal risk:
Account holders enter into Terms and Conditions of Trade, Declaration
Indemnity and Charge, Personal Guarantee and Indemnity, a Charge of Related
Persons, Terms of Service, Privacy Policy and other transactional documents.
There is a risk that these documents may be found to be unenforceable in a
court of law and as such consequence of that, Marketlend or its third parties
cannot realise the funds advanced under the trade credit account and return
the funds to the investor. As a means to mitigate this risk, Marketlend uses
legal representatives to provide advice and review each of the agreements
prior to implementing these documents for use.

·   Loss of Australian Financial Services Authorised
Representative Licence:
the
arranger and manager of the Marketlend platform is Tyndall Capital Pty Ltd, a
holder of Australian Financial Services Authorised Representative Licence no.
415909. Collateral Management Pty Ltd, a private company is the Australian
Financial Services Licensee and has the right to terminate the authorised
representative licence should Tyndall Capital fail to perform its functions
pursuant to the license.

·   Marketlend insolvency: Marketlend is constituted as a special purpose
company with the appropriate bankruptcy remote provisions, which is unable to
enter into any liability with a third party. Regardless of this, there is a
risk that Marketlend at some point in time could become insolvent for matters
which are unable to be contracted out of, for example, misleading or
deceptive conduct or false representation under the Australian Consumer Law.
In the event that Marketlend was to become insolvent, this would result in
all investor’s investments in Marketlend being allocated to each investor.
There is a risk that the liquidator may ignore the records and determine that
the assets and liabilities of the company are to be considered on a holistic
basis. Such action would be negligent of the liquidator and highly unlikely,
however there is a risk. Measures are in place to ensure that there are
backup arrangements in the event of such an occurrence and also records
available to each investor so that they can make a claim to their rights.

·  
Platform availability: Either through an act of God or some other event,
there is a risk that the platform may be unavailable for a period of time.
Backup records are kept on a daily basis and this will take some time to
restore or provide to third parties. We do not envision that this would take
more than 24 to 48 hours, and as records are kept in various different
sources, they are able to be collected by various means if necessary.

TRADE CREDIT ACCOUNT-SPECIFIC RISKS

·   Account holder early repayment: Account holders have the right to prepay their
account at any time with no penalty. This risk here is that you will receive
the capital that you’ve invested prior to the term maturing, and as a result
of that, you will not receive the same return you would have if you had
provided the funds for the full term.

·   No risk sharing:
Whilst Marketlend does invest a small percentage in each account and also
provides loss provision, it does not share the risk completely with the
investor. If an investor was to invest $100, and Marketlend invests two
dollars, clearly the investors’ risk is still the remaining $98 of the
investment and there is a risk that in the event of a loss, that the $98
could be lost.

·   Regulated trade credit accounts: Presently there is no regulation specific to trade
credit accounts, however there is a risk that at a later stage there maybe
regulation introduced in relation to trade credit accounts. At this present
time, there is no indication of any upcoming regulation proposed by the
government.

·   Compliance with consumer credit laws: Some accounts which are provided to sole traders
and partners may be considered to be consumer credit trade accounts by
regulators. It is a risk, and whilst Marketlend is quite confident that this
isn’t the case and takes measures, including not advancing monies directly to
the sole trader for purposes other than business purposes, and ensuring
contracts are compliant within the environment required, there is a risk that
a regulator may in some way determine that provision of a trade credit
account to an individual in the case of a sole trader or partner is a
consumer credit regulated activity. If this was to occur, Marketlend would
take the measures necessary to refute such determination and ensure that if
it was determined that as a result of being non-compliant with the consumer
credit laws that the contract is unenforceable, implement such measures to
make sure the trade credit accounts are compliant and also enforceable.

·   Inability to exercise rights in relation to trade
accounts:
for reasons we cannot be
certain of at this present moment, there is always a risk that the rights in
relation to a trade credit account cannot be exercised. Measures we take to
avoid this include reserving our rights and ensuring that all legal documents
do include the rights and the ability to exercise them.

GENERAL
RISKS

·  
Legal and regulatory: There is a risk that either through a
determination in a court or by an act of Parliament, the provision of trade
credit accounts through the platform may become further regulated or legally
unenforceable. As a mitigant, Marketlend is constantly monitoring the legal
and regulatory environment to ensure that any legal or regulatory changes
that could affect the Marketlend platform are responded to effectively, to
ensure that the Marketlend platform is compliant with any regulation, and
that the Terms of Trade with trade credit accounts are legally enforceable.

·   Interest rate volatility – Utilisation of the trade
credit account
: Interest rates
provided by the trade credit account are paid in the form of utilised and
unutilised rates. There is a risk that a trade credit account may not use the
amounts available to it under its trade credit account and as a consequence
of this, will only pay the unutilised rate for the term of the trade credit
account. Whilst measures are taken to encourage account holders to make use
of trade credit account funds and a fee of typically 7% per annum is charged for
the right to have these funds available to the trade credit account, there is
a risk that the rate of return to the investor is adjusted according to the
utilisation of the trade credit account.

·   Inflation:
there is a risk that inflation can have a negative effect on the underlying
credit worthiness of the trade credit account holder. For example, if
inflation is rising, it could mean that the trade credit account holder’s
business is not selling or performing as well, due to increased costs to its
underlying customers. As a consequence, this could affect the credit
worthiness of the trade credit account holder and affect its ability to repay
its trade credit account. The effect of inflation on the investments is
determined in the risk assessment tool, however this is only determined at
the time of the risk assessment and if an investor would like to see what the
determination risk assessment is a later date, they can request for it to be
recalculated at a minimal cost to the investor.

·  
Investment objective: There is a risk that the performance of your
investment may not be consistent with your own investment objectives, due to
circumstances that are outside the control of Marketlend. For example, the
rate of return on investment is the combination of utilised and unutilised
interest rates charged to the trade credit account, and the expected rate of
utilisation may not match the investment objective of investor. You can
monitor the utilisation rates of an investment by accessing the statistics
and identifying individual trade credit accounts.

6.           
The Industry

The SME Market

Our target market is the
SME sector. These businesses may be established as an Australian company,
partnership, sole trader or trust. There are a little over three million SMEs,
of these, 71% are active, which equates to just over 2.1 million.

Over the last two years,
Tyndall researched in the SME market the need for short-term trade credit
facilities. As a result, Tyndall has established Marketlend, and its associated
trusts to fulfil a need in the SME market.

“Small and medium businesses
in the finance and insurance industries are backing themselves for growth in
2015, according to the September 2014 MYOB Business Monitor Report. The survey
of 1000 businesses revealed 17 per cent of SMEs in the finance sector expect to
increase the number of full time roles they have in their organisations (14 per
cent increase across the broader SME sector). Fewer (13 per cent) will be
boosting part-time positions – a likely reflection of work patterns in the
industry. They expect wage growth to be more constrained (13 per cent for
finance SMEs, compared to 23 per cent, overall, for the sector).” (Source:
Digital Finance Analytics May 2014)

“It is clear that there is
a significant opportunity available to players who construct compelling offers
to the SME sector.” (Source: Digital Finance Analytics, November 2015)

Peer
to Peer Lending

Why Can Marketlend, Using
Peer-To-Peer Lending, Provide a Better Solution to The Account holder?

·        
Simply put, it gives the trade
credit account holder direct access to investors, by reducing the red tape and
interaction of numerous intermediaries: It diversifies the lender base for the
account holder, enabling them to reduce their reliance on the risk appetite of
a lender;

·        
It offers the account holders the
ability to build their own investor base for future bond or equity offerings;

·        
It gives account holders
flexibility in their trade account terms;

·        
It provides account holders the
ability to offer security other than real estate;

·        
It gives the account holder and
investor flexibility in the type of product they can obtain, or invest in, e.g.
lines of credit, debtor finance or supply chain finance;

·        
It removes a lot of the additional
transaction costs by enabling the account holder to bypass the middlemen and go
directly to the capital market’s investors to get money; and

·        
It enables the account holder to
get lenders to understand its business.

“We realised that there are
risks in peer-to-peer lending that can be mitigated, as banks do when seeking
investors for their lending. So we replicated this structure to mitigate those
risks.

Now investors and account
holders can enjoy the benefits of a marketplace that gives them the freedom and
the confidence to do business more on their own terms without the banks. It’s
simply the way of the future.” — Leo Tyndall, CEO and Founder of Marketlend.

7.           
Insurance

Insurance Policy

The Insurance Policy has
been issued to Marketlend Pty Ltd by a highly recognisable and well known
insurer
[**] with the below financial strength and credit rating
for Comprehensive Receivables Purchasers Insurance and Inventory Finance
Insurance. ().

 

Insurer Financial
Strength Rating

Issuer Credit Rating

Agency

(FSR)

(ICR)

 

Rating

Outlook

Rating

Outlook

Effective Date 

Standard & Poor’s

A+

Positive

A-

Positive

11/05/2016 

AM Best

A

Stable

bbb

Stable

10/03/2016 

Fitch Ratings

A+

Stable

A-

Stable

05/08/2016

Moody’s

-

-

Baa1

Stable

24/11/2015

 

Please find a brief and
general description of the difference between the insurer financial strength
ratings and issuer credit ratings and a general description of a rating
outlook:

(a)   Insurer financial strength ratings (FSR) – an FSR is a
forward-looking opinion about the financial security characteristics of an
insurance organisation. It is this rating that buyers of insurance and
reinsurance (and some service providers) focus on as it describes the ability
of an insurer to meet its obligations (e.g. the ability to pay its claims).

(b)  Issuer credit ratings (ICR) – an ICR is a
forward-looking opinion about overall creditworthiness in order to pay
financial obligations. This opinion focuses on the capacity and willingness to
meet financial commitments as they come due. Fitch’s equivalent term for the
ICR is an Issuer Default Rating (IDR). For example, when the insurer is issuing
debt or bonds, then lenders (banks) or other potential investors (in debt) will
focus on this rating as it is designed to assess our ability generally or
specifically (in the instance of a debt raising) to meet our financial
obligations.

(c)   Rating Outlook – rating outlooks indicate the
direction a rating is likely to move over a one to two-year period. They
reflect financial or other trends that have not yet reached the level that
would trigger a rating action, but which may do so if such trends continue.

For the more specific
definitions used by each rating agency, please see their websites.

The insurer is at risk for
goods sold and shipped and services rendered by the insured to Insured Buyers
on or after 1 August 2015. It will not include buyers that have become
seriously overdue since the date of signing the proposal form by the insured or
which were known to the insured at the time of entry into the policy to be in
financial difficulties or causing concerns.

The policy covers the
insured against risk of non-payment of debts due to Insolvency (as defined in
the Policy) and protracted default for the period from 1 August 2015 to 31
August 2016. Protracted default is where the buyer fails to pay an insured
debt within the protracted default period (being 120 days) and the insured has,
within that period, fully complied with the policy.

The following must be
complied with:

(a)   It is a condition of the policy that each buyer is
ascribed a permitted credit limit. This is either the limit specified by the
insurer in a credit limit endorsement, or an amount not exceeding the
discretionary credit limit. The insured has the ability to provide a
discretionary credit to the buyer, the maximum amount which may be
provided/granted as such a discretionary credit limit is A$50,000. The policy
will not cover debts which arise from contracts with buyers that are in excess
of these limits;

(b)  The maximum term of payment (maturity) permitted is 60
days from the date of shipment, with a permitted extension of 30 days. No
extensions are permitted once certain notifiable events occur. These are
insolvency, grounds for the belief that an insured buyer may not perform or
comply with its obligations under the contract and the dishonouring of a cheque
or bill of exchange provided by a buyer in respect of the debt. The insurer
must also be notified as soon as the insured becomes aware of a notifiable
event;

(c)   claims must be made within 6 months of the claimable
event date otherwise it will not be paid;

(d)  in the event of insolvency of the buyer, the insurer
will only pay once the insurer has received notification that the insured debt
has been admitted to rank for distribution against the insolvent estate in
favour of the insured. The seller would have to warrant that it would make
this claim if necessary;

(e)   in the event of protracted default (after 120 days),
the insured will only pay if the insured is satisfied that the debt exists and
all reasonable means to recover the debt have been taken. This includes legal
action.

There are additional
conditions that apply to the setting of the discretionary credit limit. The
insured may only set a limit within the A$50,000 based on all known information
regarding the buyer, including the insured’s satisfactory trading experience
with the buyer in the 12 months preceding the proposed shipment. Alternatively,
it could be from an approved source (agreed to by the insurer). If these
conditions are not complied with, debts which are incurred as a result of the
provisions of credit to buyers using this method will not be covered by the
policy.

If the policy is complied
with, the insured will pay 90% of the outstanding debt up to the maximum
liability of A$2,000,000 for debtors and A$750,000 for supplies provided.

The insurer has reserved
its right under the policy to at any time and at its discretion reduce a
permitted credit limit in relation to a buyer or cancel or vary the cover
granted for the duration of the policy.

The Policy explicitly
excludes certain reasons for non-payment of debt for which the Insurer will not
be liable. These include indebtedness:

(f)   
relating to or arising from a
buyer seeking to have a contract set aside for illegality, or because it is
void or otherwise enforceable, or because they repudiate the contract;

(g)   that is subject to any form of dispute;

(h)  due that relates to "pay when paid"
contracts between the insured and a buyer;

(i)    
that relates to sales, excise
or goods and services tax, retention monies and other charges, taxes and
consequential damages or costs;

(j)   
arising from a transaction
that involves goods being held on a consignment basis (unless agreed in writing
beforehand);

(k)  relating to goods shipped or services rendered at a
time when a Notifiable Event existed in respect of the buyer;

(l)    
relating to a personal or
consumer transaction;

(m)directly or
indirectly caused by political risks (including war or the intervention of a
government or public authority);

(n)  directly or indirectly caused by atomic energy risks;
and

(o)   relating to any debt which remains unpaid by reason of
the expropriation, destruction or confiscation of the buyer’s assets under any
law or regulation.

8.           
The Faces Behind Marketlend

Marketlend’s
executive team are all highly respected and proven performers on a global
level. Their collective experience in the legal and financial sectors is your
assurance of service excellence and due diligence in all areas of Marketlend’s
activities.

Directors

Leo Tyndall, CEO and
Founder, Director

LeoTyndall_Director_Marketlend1.jpgLeo’s experience in the financial services sector is
particularly extensive. Recently he was the Head of Capital Markets Asia
Pacific for UniCredit, one of the largest banks by assets in Europe. Prior to
founding Marketlend, Leo was engaged by a number of public companies to assist
in raising capital to fund their financing of receivables. He has also been a
director at National Australia Bank and part of the treasury team at RAMS Home
Loans. He has also worked in Japan and Hong Kong for a number of years.

In the legal field, Leo holds
a Bachelor of Law (Hons.) and is a nationally accredited mediator and qualified
barrister.

 

 

 

Paul Roffey,
Non-Executive Director

Paul-Roffey.jpg-v2-200.jpgPaul
has over 30 years’ financial services experience in Asia and Australia. This
includes 8 years in regional management based in Hong Kong for Deutsche Bank
and J.P. Morgan. He also has over 12 years’ experience in leadership roles in
Australia, developing and managing businesses for J.P. Morgan and National
Australia Bank. Paul’s particular expertise is in corporate trust and agency
services. This enables him to bring to Marketlend an invaluable depth of
high-level transactional knowledge. This includes escrow, local and cross
-border loans and bonds, securitisation and structured credit transactions,
project finance, cash management, clearance and collateral management, custody
and carbon clearing. Complementing this comprehensive hands-on knowledge, he
also holds a Diploma of Business (Accounting).

 

 

 


Jon Barlow, Non-Executive Director

Jon Barlow is the founder
and former CEO of Eaglewood Capital Management, one of the world’s leading P2P
asset-management firms with approximately $2 billion of assets under
management. Under Barlow’s leadership, the firm completed the first-ever
securitization of P2P loans, earning Eaglewood the Innovator of the Year Award
at the 2014 LendIt Conference. In 2014 Mr. Barlow led the sale of the company
to an affiliate of Marshall Wace (MW Eaglewood), a London-based alternative
asset manager, and served as MW Eaglewood’s global CEO until 2015, during which
time he oversaw the successful initial public offering of P2P Global
Investments (ticker “P2P”), the world’s first publicly traded peer-to-peer debt
investment vehicle, on the London Stock Exchange. He currently serves as a
director and advisor to several fintech companies, including Harmoney,
Australasia’s largest consumer P2P lender.


Key Properties

 

 

 

 

·        
Issuer

 

 

Australian
Executors Trustee Ltd as Trustee for the Marketlend Trust Series

 

 

 

·        
Security Trustee

 

Australian
Executors Trustee Structured Finance Pty Ltd

 

 

 

·        
Arranger & Manager

 

Tyndall
Capital Pty Ltd

 

·        
Lender of record
(Seller)

 

Marketlend
Pty Ltd

 

·        
Referrers, Introducers

 

 

Online,
and Direct Broker networks, accountants and financial advisers

 

·        
Servicer

 

 

Marketlend
Pty Ltd

 

 

 

·        
Back Up Servicer

 

Jardine
Lloyd Thompson Pty Ltd

 

·        
Credit Verification Provider

 

 

Creditworks
Pty Ltd

 

 

 

·        
Risk Assessment System Provider

 

Myriskai
Ltd

 

 

·        
Marketplace Hosting System

 

 

 

rebuilding
society.com Ltd

 

·        
Residual Capital Unit holder

 

 

 

A
trustee of Marketlend Pty Ltd

 

·        
Residual Income Unit holder

 

 

 

Marketlend
or related entity, Tyndall

 

 

 

·        
Trust Bank

 

Commonwealth
Bank of Australia (rated AA- by Standard & Poors)

 

·        
Auditor

 

 

Bell
Partners


9.           
How Marketlend Works

 

HowItWorks.jpgMarketlend
provides a stable online platform. This is underpinned by protection against
loss and fraud. To achieve this, we undertake credit checks, establish a
grading of expectation of repayment, and facilitate the administration of the trade
account. This enables us to quickly provide account holders with access to
capital that is normally earmarked for investment with banks, and investors
with access to sound investment opportunities.

The Funding Process

Step 1.    Account
holder completes the application online

The account holder or its
agent accesses the Marketlend web portal and inputs their details using an
automated credit application platform and advanced credit decision system
provided by Creditworks, Marketlend obtains the relevant account holder data
and qualifies the account holder through a base set of credit rules.

Step 2.    Account
holder’s credit rating is verified and risk is assessed and rated by experts in
the field.

Marketlend verifies the
identification of the account holder by contacting the account holder and
ensuring that the information matches or, if possible, by obtaining bank
statements or other financial documents directly from third-party providers.

All external searches
required by Marketlend and the insurer are completed. The results of the
searches and the account holder’s data is provided and processed by using the
auto-decisioning tool using parameters set by the insurer and managed through a
system provided by Creditworks. The direction of the application is now
dependent on whether a product is an insured product or not.

Upon completion of either insurance*endorsement
or credit review by the account holder’s application, search results and
insurer or risk assessor’s results are loaded into an external risk assessment system
developed by Veriluma and Tyndall and provided by Myriskai Ltd.

Insured

Uninsured

If
the trade credit account product is to be insured, the result is then
provided to the insurance broker, who completes the underwriting application
to arrange for insurance* to be granted on the trade credit account, or the
Marketlend team places the application online through the insurance portal (if
the trade credit account amount is below $50,000).

A trade credit account is
uninsured if the purpose is not for payment of supplies on a regular basis or
for the purpose of equipment or debtor finance. The application and the
result of searches are sent to a credit assessor experienced in the SME
arena.

 

 

Step 3. The trade
credit account is placed in our marketplace, complete with rating, and offered
to the investors

The result of the system
and the account holder’s data is then listed on Marketlend’s web portal
provided by Marketlend for investors to review and commit, or to be auto
allocated to investors with pre commitments and set risk appetite. If
requested, an investor can have a separate trust with a clear defined set of
eligibility assets subject to the approval of Tyndall.

Step 4.    Investors
can select a trade credit account to invest in, or indeed a number of investors
may choose to invest in the same opportunity.

Using the investor
dashboard, and the listing platform, investors can peruse the available
opportunities, and commit to bid on a trade credit account or part thereof or
if pre-trusted, the system will analyse if the opportunity fits within the
investors’ risk appetite and allocate the opportunity to the investor if there
is a match.

Step 5. Great news.
The trade credit account is trusted.

The account holder’s trade
credit account is then trusted by the investments, and recorded on the payments
system as a note in an allocated series for the trade credit account alone. The
Trustee issues the notes to the investors.

The account holder and supplier
trade as per usual and the Trust pays the invoices daily and issues a monthly
statement to the account holder for payment.

Step 6.
The trade credit account is then repaid monthly via direct debit.

The account holder’s trade
credit account is typically set to repay monthly, however subject to risk
profile and assessment it may be adjusted to daily, weekly or fortnightly.

10.    Products

Trade Credit Account Offerings

Name of Product

Asset Secured

Current Expected Rate (incl. Admin Fee)

Advance Rate

Maximum

Rewards

Overdraft/ Line of Credit

Unsecured

14-18%

100%

No Max

Available

Equipment Line of Credit

Equipment

10-18%

70%

No Max

Not Available

Supply Chain/Inventory
Line of Credit

Supplies or Inventory

11-16%

90%

No Max

Available

Debtor Finance Line of
Credit

Debtor Invoices

12-16%%

90%

No Max

Available

 

Rewards Program

A rewards program is
established from the inception of the trust, and with a minimum reward policy
of AUD$50, a point is issued per AUD$1000 spent.

An agreement with a rewards
provider is being put in place and will enable redemption in the form of
purchases by use of the reward points from well-known suppliers. Watch this
space for updates with the progress of this arrangement.

Real Time Data and Reports

The investor is provided
with an access code that allows access to the platform whereupon he or she can
see the trade accounts underlying the note, payments and the underlying
financial details that the account holder has provided Marketlend.

·   Investors have a dashboard that outlines various items
list below:

Metrics

Lists

·  
Total funds

·  
Available funds

·  
Current bids

·  
Current
investments

·  
All time
investments

·  
Total of any
transaction type (interest payments, capital repayments, etc.)

·  
Projected
returns (gross)

·  
Projected
returns (net)

·  
Returns to date
(gross)

·  
Returns to date
(net)

·  
Gains and
losses from secondary market trading

·  
Current bids

·  
Current
investments

·  
Current user’s
trade accounts listed for sale on the secondary market

·  
Statement
(transaction history)

·   Losses

11.    How to apply

11.1   Applying
for participation as an investor

A person may apply as an
investor on the Marketlend platform by:

a)     
completing the registration
form accessible at
http://www.marketlend.com.au/register;

b)    
providing verification
documentation; and

c)     
confirming that they are a
sophisticated investor; or

d)    
that when investing, they will
take into account any exemptions that are set pursuant to Class Order (if
applicable).

Investors invest at
their own risk and should obtain independent financial and legal advice prior
to investing.

The applicant’s information
is provided as an introduction service by Marketlend in accordance with ASIC
Class Order 02/273 (Class Order) which provides an exemption to the disclosure
requirements under section 708 of the Corporations Act (Cth) 2001 (Act).

As an investor you need to
be aware that:

        
investment in new business carries
high risks. It is highly speculative and before bidding on any listing about
which information is given, prospective investors are strongly advised to take
appropriate professional advice

        
the information contained in our website
has been prepared by or on behalf of the person who is proposing to issue or
sell the securities or scheme interests and neither Marketlend nor the
publisher (if any) has undertaken an independent review of the information
contained in our website

        
the information contained in our website
about the proposed business opportunity and the securities or scheme interests
is not intended to be the only information on which the investment decision is
made and is not a substitute for a disclosure document, product disclosure
statement or any other notice that may be required under the Act, as the Act
may apply to the investment. Detailed information may be needed to make an
investment decision, for example: financial statements; a business plan;
information about ownership of intellectual or industrial property; or expert
opinions including valuations or auditors’ reports.

        
Marketlend makes no representation
as to the accuracy or veracity of the financial information quoted or provided
by the Company.

Prior to investing, it is
recommended that all participants read the Australian Securities and
Investments Commission guidance paper on marketplace lending located at
http://asic.gov.au/regulatory-resources/financial-services/marketplace-lending/marketplace-lending-peer-to-peer-lending-products.

 

11.2   Apply
for a trade account

1.     
An account holder enters his
details through a website application form on marketlend.com.au;

2.     
After a 10 page completion, he
either electronically signs his application via Docusign, or prints his
application and returns the signed application back to Marketlend;

3.     
Our credit officers are notified
of the completed application;

4.     
Prior to automated risk
assessment, the application and the financials will be assessed by chartered
accountants, and a report will be provided to assist in the grading model;

5.     
The application is then put
through a proprietary risk assessment model, which is an automated model that
takes approximately 65 factors into account to give a result as to the
likelihood of the repayment of principal and all interest to the lender;

6.     
After the result, the account
holder is contacted and advised of his risk assessment, expected rate of
interest and a commentary is prepared based an interview with the account
holder about his business;

7.     
Our chief risk officer then reviews
the application and provides the commentary on the listing;

8.     
Senior management is then notified
by an alert system that the application has met all requirements to proceed to
listing. A listing is then placed on the marketplace, where investors can bid
on the trade account.

12.   
Fees and Other Costs

12.1  
Consumer Advisory Warning

The Corporations Act 2001
(Cth) requires a corporation to include the following standard consumer
advisory warning in this PDS. The information in the consumer advisory warning
is standard across Product Disclosure Statements and is not specific to
information on fees and other costs associated with an investment in the
Marketlend Lending Platform.

TO FIND OUT MORE

If you would like to find
out more, or see the impact of the fees based on your own circumstances, the
Australian Securities and Investments Commission (ASIC) website
(www.moneysmart.gov.au) has a managed investment fee calculator to help you
check out different fee options.

12.2   Fees and Other Costs

Marketlend charges a
management fee to provide all the processing and mitigation of the risk. All
transaction costs are also transparent and lower than traditional bank trade
accounts. This means if you are an account holder you get lower rates, or if
you are an investor, potentially stronger returns. There is no reward without
risk. However, Marketlend minimises the risks wherever possible.

The below table shows fees
and other costs that you may be charged. These fees and costs may be deducted
from your trusts, from the returns on your investment or from the assets of the
managed investment scheme as a whole. We recommend that you read all the
information about fees and costs, as it is important to understand their impact
on your investment.

Account Application Fee

A$300

Completion Fee

3% for amounts less than
or equal to A$100,000

2% for amounts greater
than A$100,000

Late Fees

A$15 or 26% whichever is
the greater.

Processing fees of
investor statements

No charge per request

Personal Property
Registration Processing

A$122.5

 

12.3   Changes in Fees or
Costs

It is possible for Marketlend
or Tyndall Capital’s fees and costs to change, and we may do so without your
consent. If there is any proposed increase, we will advise you in writing at
least 30 days prior to the date that the increase takes effect. In addition,
any increase in our interest margin fee will not apply to any funds invested at
the time the increase in implemented until those funds are reinvested.

12.4   Other Payments

Where permitted by law,
Marketlend may make payments to third parties in respect of the Marketlend
Platform out of its own funds
.

Distribution payments

Marketlend may, at its
discretion, enter into a variety of arrangements with service providers such as
master trust and investor directed portfolio service (IDPS) operators which may
involve us making payments to these operators for the costs associated with
offering Marketlend Platform on their investment menu.

Any such payments are paid
by Marketlend out of its own funds and are not an additional cost to you.

Alternative forms of
remuneration

Marketlend may pay, out of
its own funds, alternative forms of remuneration, which include professional
development, sponsorship and entertainment for licensed financial advisers,
dealer groups and master trust or IDPS operators. Where such benefits are
provided, they are payable by Marketlend out of its own funds and are not an
additional cost to you.

12.5   Goods and Services Tax
(GST)

All fees and charges in
this section are quoted inclusive of GST where applicable and take into account
expected reduced input tax credits available to the Marketlend Platform in
respect of the GST component of any fee.

13.    Additional Information

13.1  
Legal and Third Party opinions

Marketlend has the benefit
of legal opinions and a report from Deloitte on a recent due diligence and 12
monthly assessment. Copies are available to investors upon entering into a
confidentiality agreement.

13.2   Keeping
Lenders Informed

We keep all of our
investors up to date regarding their investments.

Using the Investor
Dashboard accessible with a Marketlend account, investors can view all
transactions in relation to their investments in the Marketlend platform at any
time.

All material information
about the Marketlend Platform, such as the most up-to-date PDS for the
Marketlend Platform, notices of material changes and significant events, and
the annual financial report for the Marketlend Platform, are available on the
website.

13.3  
Cooling-off

There is no cooling off
period on Marketlend investments.

13.4  
Complaints

If you have any concerns or
complaints, please contact the Marketlend team on +61 2 8006 6798. We will endeavour
to respond and resolve the complaint within 45 days. If you are not satisfied
with the outcome, you can contact the ASIC or your local member of parliament.
Marketlend endeavours to deal with your compliant no longer than 28 days from
the date of the compliant.

13.5  
Privacy

Marketlend, Tyndall Capital
Pty Ltd and other related entities respect the privacy of personal information
that it collects and is committed to managing that information in a responsible
manner. “Personal information” is information we hold which is identifiable as
being about you.

Marketlend, like other
companies operating in Australia, is bound by the 13 Australian Privacy
Principles (APPs) as set out in Schedule 1 of the Privacy Amendment (Enhancing
Privacy Protection) Act 2012, which amends the Privacy Act 1988, governing the
way we collect, use, disclose, secure and otherwise manage your personal
information. Marketlend ultimately wants to make your online experience with us
satisfying and safe, and our aim is to safeguard your privacy and the security
of your personal information, whilst providing a personalised service that
meets your individual needs and preferences. We take this stance not just to fulfil
our legislative obligations under the Act, but also because we value your trust
and our ongoing relationship.

Our privacy policy below
explains how we will collect and use the personal information that you may give
us. We may vary this policy from time to time and the current version will be that
published on this site. The word ‘we’ refers to Marketlend, unless otherwise
indicated.


 

What we do when we
collect your information

When completing an enquiry
or application form with Marketlend, you will be asked to submit personal
information about you and your personal circumstances in order to receive
services from Marketlend.

The basic personal
information we may collect from you is information that can identify you, such
as:

·      your name, address and contact details (including
email and telephone);

·     
user ID’s and passwords relevant
to our website at
www.marketlend.com.au;

·      information about the services provided to you by us,
our agents and service providers;

·      commercial in confidence information;

·      records of communications or enquiries with
Marketlend; and

·      other information relevant to providing you with the
services you are seeking.

More specific personal
information we may collect from you, includes the following:

·      copies of identification such as passports, driver
licences, utilities notices, deeds, etc. for Anti Money Laundering / Counter Terrorism
(AML/CTF) identification requirements;

·      bankruptcy details;

·      bank account and credit card account details;

·      tax file numbers;

·      asset holding, shareholding entity details; and/or

·      any other personal information that we may require to
provide the products and services to you.

We may also need personal
and financial information in order to supply information on products and
services or to help us identify you when you contact us.
When we collect this information, Marketlend will only
do so over a secure connection. If you communicate with us by email, please be
aware that the nature of communication over the internet is such that emails
may or may not be secure and may pass through several different countries on
route to us.

Please be advised that
Marketlend cannot accept responsibility for unauthorised access to your
information that is outside our control. Marketlend may also obtain information
from publicly available sources such as ASIC, or other trusted and accredited
third parties that will have authority on which to pass on your information.
Marketlend will always act in accordance with data protection principles.

The Marketlend Data Protection
Notice

Marketlend will only share
the information you provide with trusted Marketlend partners.

Marketlend may use the
information you provide for administration, marketing, customer services and
profiling your purchasing preferences.
If you give us information about a second applicant or
are enquiring on behalf of another person, you do so confirming that they have
given you permission to provide their information to us and for us to be able
to process their personal data, and also that you have told them who we are and
what we will use their data for, as set out in this notice.

All persons have the right
to ask for a copy of all personal information and to correct any inaccuracies
that may be found. For protection and training purposes, telephone calls to
Marketlend may be recorded and/or monitored.

Marketlend’s use of sensitive
data

By submitting data to Marketlend,
you give Marketlend consent to use your sensitive personal data. Marketlend
will use this data when you apply for a trade account to carry out a complex credit
and finance checking process or managing the membership. The results of this
check will be available to you upon request. Please feel free to email
privacy@marketlend.com.au to request the results.

Cookies

When you visit the
Marketlend website, a cookie may be downloaded to your computer. We may also
collect information using web beacons. Marketlend cookies and web beacons will
provide us with statistical, non-personal information only, and allows us to
track what you do on the Marketlend website.

We may collect basic
information such as the duration of time you may have viewed a page, other
areas within the site that you may have visited and other general information.
Marketlend may also collect information about other websites you visit after
leaving Marketlend. Marketlend uses this data to improve our site and to
enhance your experience of Marketlend.

What Marketlend do with your
personal information

Marketlend will only use
your information for the purposes that you would reasonably expect, that we
inform you of when we collect your personal information or for which you have
given us your actual consent.

Marketlend or its trusted
partners will not contact you, or pass your information on for any marketing or
promotion purposes unless you have indicated in your agreement that we may do
so.

Marketlend is extremely
committed to treating all personal data with diligent due care and in
accordance with all of the data protection principles.

Third party sites

Where our site has links to
other websites not owned or controlled by us, we are not responsible for these
sites or the consequences of you visiting those sites.

Access to your personal
information

If you ask us, we will
usually give you access to the personal information we hold about you. There is
generally no cost for accessing the personal information we hold about you,
unless the request is complex or resource intensive. If there is a charge, it
will be reasonable and we will let you know what it is going to be so that you
can agree to it before we go ahead.

Should you wish to access
and update your personal information, please direct your request to our Privacy
Officer at
privacy@marketlend.com.au. You may be required to provide suitable
identification to enable us to protect the security and privacy of your
personal information
.

14.    Dictionary

In this PDS, the following
terms have the following meaning unless the context otherwise requires:

$

Australian
Dollars

AFSL

Australian
Financial services licence issued by ASIC under section 913B of the
Corporations Act

Application Form

The application form which accompanies this
PDS (or the electronic PDS) under which a person may apply for an Interest

ASIC

Australian Securities and Investments
Commission

Account holder

A person who borrows funds provided via the
Marketlend Platform

Constitution

The constitution of the Marketlend Platform
as amended from time to time

Corporations Act

Corporations Act 2001 (Cth)

Creditworthy

In relation to an account holder, a person
who we have approved following our account holder risk assessment processes
which take into account our assessment of their propensity and financial
capacity to fulfil their obligations under a proposed trade credit account
contract at the time of assessment

Electronic PDS

The electronic copy of this PDS located on
the website

Indicative term

The approximate term for which your funds are
matched to a trade account in a lending market, assuming that a) the account
holder does not repay their trade account early, and b) that your funds have
not been required to remain matched to a trade account for a longer period
due to insufficient lender funds being available to replace your funds, or a
later account holder payment which is not compensated by the Loss Reserve

Insurance*

Insurance* underwritten by Jardine Lloyd
Thompson ABN 69 009 098 864 AFS Licence No: 226827

Interest lender

A rate which is charged or paid for the use
of money

A member whose funds is, or have been,
committed to one or trade credit accounts

Loss Reserve

A pool of money held in trust on which
Marketlend may make a claim on behalf of a lender in the event of an account
holder late payment or default

PDS

This
document

Peer-to-peer lending

Lenders funding trade accounts to account holders
via an online platform without the direct intermediation of a traditional
financial institution.

Portfolio

Assets which are held by the Responsible
Entity on behalf of a member from time to time, including cash and trade
accounts

Secured trade account

A trade account made pursuant to a trade
account agreement under which Marketlend or Tyndall takes a security interest
in specified property owned or proposed to be owned by the account holder

Trustee

Australian
Executor Trustees Limited ABN 84 007 869 794.
AFSL 240023

 

15.    Corporate Directory


[*]
* for further information on
insurance eligibility, please see Section 7 of this PDS
.

 

 

 

[‡]DocuSign is a San Francisco- and Seattle-based company that provides
electronic signature technology and Digital Transaction Management services for
facilitating electronic exchanges of contracts and signed documents. For more
information, go to
https://www.docusign.com.au

[§]As at 26 August 2016

[**]For confidentiality purposes, the
insurer has requested its name is not disclosed and is kept confidential and
only available upon request and execution of a confidentiality agreement by the
investor.