Private Equity ASF — Shareholder Guide

How to Offer Your Shares
via an Assetora Private Equity ASF

A step-by-step guide for shareholders of a private company looking to access liquidity by offering shares through an Assetora Private Equity ASF.

5 steps
AFSL 444365
ARSN 167 020 626
1Sign the Deed 2Shares Linked 3Place Sell Order 4Receive Proceeds 5Re-invest or Withdraw

Two lanes, one platform

Each Assetora Private Equity ASF operates using a two-lane structure. Shareholders (that’s you) offer shares in the private company for sale into the fund. Investors — Members on the Assetora platform — apply for units in the fund. Assetora Australia Limited acts as Responsible Entity, providing the compliance and settlement framework that connects both parties.

At no point do your shares transfer directly to another individual. The fund structure ensures proper settlement, compliance, and investor protections throughout.

1
Step 1

Sign the Deed of Placement Authority

Before any shares can be offered for sale, you must sign a Deed of Placement Authority — a formal legal deed between you and Assetora Australia Limited (as Responsible Entity of the relevant Private Equity ASF).

What this deed does:

  • Authorises Assetora to place a Placement Notation on your shares in the private company’s share register — a register-level lock that prevents your shares from being transferred to any third party outside the fund structure, while you retain full legal and beneficial ownership throughout.
  • Sets out the specific shares (number and class) you are committing to make available for offer, recorded in the Commitment Schedule attached to the deed.
  • Authorises Assetora to issue Transfer Instructions to the private company to effect settlement only when a matched sale is completed on the Marketplace.
  • Grants you ongoing flexibility — you can set your own offer price, increase or reduce your committed share volume, or cancel uncommitted shares at any time via the platform.

Signing the deed does not transfer ownership of your shares, place them in custody, or create any interest in your shares in favour of Assetora. It solely establishes the authority and process framework for any future sale.

Note: The deed is executed as a deed poll and becomes binding on the date you sign it. Your Commitment Schedule automatically updates as matched sales are completed.

2
Step 2

Your Shares Are Linked to Your Assetora Account

Once the Deed of Placement Authority is executed, Assetora will:

  • Apply a Placement Notation to your committed shares on the private company’s share register, confirming them as available for placement via the fund.
  • Link the committed share volume to your Assetora Member account, so your available Offer Capacity is visible when you log in to the Marketplace.
  • Update your Commitment Schedule to reflect the number of shares committed, which adjusts automatically as sales are matched and settled.

Ownership retained: You remain the legal and beneficial owner of your shares at all times. No shares move until a buyer is matched and settlement is instructed.

3
Step 3

Log In and Place Your Sell Order on the Marketplace

With your shares linked to your account, you can place a sell order directly through the Assetora Marketplace:

  • Log in to your Assetora Member account at assetora.com.au or via the Assetora app.
  • Navigate to the relevant Private Equity ASF in the Marketplace.
  • Select the number of shares you wish to offer and set your desired offer price per share.
  • Submit your sell order — it will be matched with investor unit applications as demand comes in.

You are in full control of your offer price and the volume of shares on offer at any time. You may adjust or withdraw any unmatched portion of your order via the platform.

4
Step 4

Completed Sales Are Credited to Your Cash Investment Account

When your sell order is matched with an investor application and settlement is completed:

  • Assetora issues a Transfer Instruction to the private company, directing the transfer of the settled shares out of your holding to the fund.
  • The proceeds from the sale (at your nominated offer price) are credited directly to your Assetora Cash Investment Account.
  • Your Commitment Schedule is automatically updated to reflect the reduction in committed shares.

Your Assetora Cash Investment Account is your central wallet on the platform — it holds available cash balances ready for you to use or withdraw as you choose.

5
Step 5

Choose What to Do With Your Proceeds

Once funds are in your Assetora Cash Investment Account, you have two options:

  • Re-invest into any available ASF on the Assetora platform — across our four investment categories: Real Estate, Lending, Income, and Private Equity.
  • Transfer out to your nominated external bank account at any time.

Both options are available through your Member account. There is no obligation to reinvest.

Summary

#StepWhat Happens
1Sign the Deed of Placement AuthorityAuthorises Assetora to lock your shares on the register and enables you to offer them for sale via the fund.
2Shares linked to your Assetora accountYour committed share volume and Offer Capacity become visible in your Member account.
3Place a sell order on the MarketplaceSet your offer price and the number of shares you wish to offer. Orders are matched with investor demand.
4Sale proceeds credited to your Cash AccountOn matched settlement, the transfer is completed and proceeds are credited to your Assetora Cash Investment Account.
5Re-invest or withdrawUse your proceeds to invest in any ASF on the platform, or transfer out to an external bank account.

Important Information

This page has been prepared by Assetora Australia Limited (ABN 33 153 951 770, AFSL 444365) as Responsible Entity of the Assetora Investment Fund (ARSN 167 020 626). It is intended for shareholders of private companies whose shares are the subject of an Assetora Private Equity ASF, and provides general information about the process of offering shares for sale via a Private Equity ASF. It does not constitute financial product advice. You should consider whether participation in the relevant Private Equity ASF is appropriate for your circumstances and seek independent financial, legal, and tax advice if required. Past performance is not a reliable indicator of future performance. A copy of the relevant Supplementary Product Disclosure Statement is available at assetora.com.au or by contacting our Customer Service team.