1. What is this?
This is a product disclosure statement (PDS) for Contracts for Difference (CFDs) issued by Austral Capital Limited (Austral, we, us, or our). CFDs are derivative contracts that give you price exposure to underlying assets — such as shares in unlisted private companies — without you owning those assets.
This document provides important information to help you decide whether you want to enter into CFDs with us. Additional information about this offer is available at www.companiesoffice.govt.nz/disclose.
CFDs are complex and high-risk products. If you do not fully understand this PDS and the risks involved, we recommend you seek financial advice from someone experienced with derivatives.
Austral Capital Limited has prepared this PDS in accordance with the Financial Markets Conduct Act 2013 (FMCA).
These CFDs are not securities and this PDS does not constitute a prospectus or public offering. No securities regulator has reviewed or approved this product.
2. What are CFDs?
A Contract for Difference (CFD) is an agreement between you and us to exchange the difference in value of an underlying asset between the time a CFD is opened and closed. You do not own the asset, and no delivery takes place — the CFD is settled in cash.
Austral offers 1:1 unleveraged CFDs, meaning that the notional value of the CFD equals the funds you commit. These CFDs are backed by economic exposures sourced from RGI Investment Ltd, a regulated investment firm in Mauritius.
CFDs can be used to speculate on the performance of private equity investments. However, because the underlying assets are often illiquid, CFD positions may be held for extended periods without guaranteed exit options.
3. About Austral Capital
Austral Capital Limited operates the PE Projects platform (www.pe-projects.com) as its dedicated client onboarding and trading environment. All CFD-related services described in this PDS are delivered under the PE Projects brand.
Austral Capital Limited is a New Zealand-registered financial service provider (FSP1003086). We are registered on the Financial Service Providers Register (FSPR) to provide derivatives issuer and client money or property services, but we are not licensed by the Financial Markets Authority (FMA).
We issue CFDs to offshore retail clients only, under a reverse solicitation model. We do not provide CFDs to New Zealand clients (retail or wholesale).
Our operational model includes:
4. What CFDs are covered by this PDS?
This PDS covers unleveraged 1:1 Contracts for Difference (CFDs) issued by Austral Capital Limited. These CFDs provide synthetic exposure to the price performance of the following types of underlying assets:
These CFDs are cash-settled and do not confer ownership, shareholder rights, voting rights, or entitlement to dividends or distributions in the referenced assets. You are entering into a contract with Austral that mirrors the performance of the underlying exposure, but you do not directly hold the asset itself.
CFD positions may generally only be exited if
These CFDs are issued on a non-leveraged basis, meaning your maximum exposure is limited to the funds you commit to the position.
5. Understanding the Risks
Investing in CFDs involves a number of risks, including the possibility of losing the full amount you invest. The CFDs issued by Austral are backed by exposures to unlisted private equity and similar assets, which may be illiquid and subject to long holding periods. There may be no guaranteed exit mechanism.
Additionally, since Austral is your counterparty to every CFD, you are exposed to our ability to meet our financial obligations. If we were to become insolvent, there is a risk you may not recover your funds.
We recommend that you carefully read Section 3: Risks of These Derivatives to fully understand the nature and extent of these risks before proceeding.
1. Nature and Effect of the Derivatives
A Contract for Difference (CFD) is a financial contract between you and Austral Capital Limited. It allows you to gain exposure to the price performance of an underlying investment asset, without owning or holding that asset.
The CFDs issued by Austral are:
You enter into the CFD directly with Austral. Your return is linked to changes in the value of the underlying exposure. However, you do not obtain legal title, shareholder rights, voting rights, or ownership of any part of the referenced asset.
These CFDs are not listed or traded on an exchange. All trading occurs directly through Austral’s platform and governed by Austral’s Terms of Service. Your CFD provides synthetic economic exposure only. You do not hold legal or beneficial title to any shares or assets referenced by the CFD.
All CFDs are issued by Austral and accessed via the PE Projects platform (www.pe-projects.com), which is solely managed and operated by Austral.
2. Key Benefits and Uses
The CFDs offered by Austral are designed to provide:
2.1. Access to Private Markets
Austral provides offshore clients with synthetic exposure o hard-to-access assets, including:
This structure allows for participation in private market performance that is typically limited to institutions.
2.2. Risk-Limited Exposure
Austral offers CFDs on a 1:1 basis, meaning you cannot lose more than you invest. This removes the high-risk leverage found in traditional CFD models.
2.3. Long-Term Holding with Optional Secondary Transfer
Austral’s CFDs are intended for long-term investors seeking exposure to value realisation events such as IPOs or acquisitions. For those needing liquidity before such events, a secondary peer-to-peer transfer mechanism may be available (see Section 3 below).
3. Entering and Exiting a CFDs
3.1. Entering a CFD
You can enter into a CFD by:
3.2. Exiting a CFD
You may exit a CFD through one of the following pathways:
(a) Liquidity Event (Primary Exit)
When the underlying exposure is subject to an event such as an IPO, acquisition, dividend, or exit distribution, Austral will settle your CFD at the reference value determined at the event date. Cash proceeds (if any) will be credited to your account.
(b) Secondary Market Transfer (Optional Exit)
Austral provides an internal peer-to-peer secondary trading system, allowing you to offer your CFD position for transfer to other onboarded Austral clients. Key features include:
The secondary market is a facilitative tool only. It may enhance liquidity but should not be relied on as an assured exit option.
4. Pricing and Valuation
All CFD prices are derived from reference data provided by Austral, in conjunction with:
There is no no live market price or spread,, and pricing is typically updated only upon a corporate event or valuation milestone.
All quoted CFD prices are inclusive of fees and operating margins. No separate performance or management fees apply. The pricing reflects internal models, adjusted by event-driven inputs or partner data.
5. Margin, Leverage, and Funding
Austral’s CFDs are non-leveraged, meaning:
Your maximum exposure is limited to the funds you commit when opening the CFD. This model promotes capital discipline and reduces the risk of forced liquidations.
6. Fees and Platform Costs
Austral charges a gross margin (typically 10%) on each CFD position at entry. This is deducted from your investment amount and retained by Austral as revenue.
No ongoing platform fees, swaps, spreads, or commissions apply. However, charges may apply upon exit depending on the event type (e.g. FX conversion fees, distribution handling, etc.).
Details are provided in Section 4: Fees.
7. Contract Confirmation and Ongoing Reporting
Each time you enter a CFD, you will receive:
Clients are encouraged to monitor positions via the platform and ensure their contact details are up to date for event notifications.
Key Investor Warning Key Investor Warnings
Before reading the detailed risks, please note the following critical disclosures:
The CFDs issued by Austral are:
1. Overview of Risks
Contracts for Difference (CFDs) are complex financial products that carry a range of risks. While Austral offers CFDs on an unleveraged basis to reduce certain types of risk, investors should still understand the potential for significant financial loss, illiquidity, and operational limitations.
The CFDs issued by Austral are:
2. Product Risks
2.1. No Legal Ownership or Rights
Austral’s CFDs do not represent ownership of the referenced asset. You do not receive dividends, voting rights, reports, or direct participation in the underlying company. You are only entitled to the settlement value (if any) upon an exit event or transfer.
The companies referenced by these CFDs have not authorised or endorsed this product. Their inclusion is solely for descriptive purposes. No commercial relationship exists between the issuer and those companies.
2.2. Illiquidity and Extended Holding Periods
The underlying assets are generally private, unlisted companies. There may be no public market, and exit events (e.g. IPOs or acquisitions) may take years or not occur at all. This means:
2.3. Valuation Uncertainty
Valuations of private assets are inherently uncertain, often based on limited or outdated information. These valuations:
You may receive less than you expect upon settlement.
The private companies referenced by your CFD are not subject to public reporting. Financial information may be unaudited, outdated, or incomplete. You should not expect transparency comparable to listed securities.
2.4. Total Loss of Capital
If the underlying company is unsuccessful or wound up, the CFD may be settled at a value of zero, resulting in the loss of your entire investment.
These instruments are complex, illiquid, and carry a risk of total capital loss.
3. Issuer and Counterparty Risks
3.1. Risk of Austral Default
Austral is your direct counterparty in each CFD. If Austral becomes insolvent or ceases trading, you may not be able to recover funds or receive future settlement payments. There is no compensation scheme in place.
3.2. Risk of RGI Default
Austral sources exposures from RGI Investment Ltd. If RGI fails to deliver, settle, or manage exposures appropriately, it may affect Austral’s ability to settle your CFDs. You have no contractual rights against RGI.
4. Liquidity and Exit Risks
4.1. No Exchange or Public Market
Austral’s CFDs are not listed or traded on a public market. You can only open and close positions via the Austral platform. Pricing is determined by Austral and not subject to live market validation.
4.2. Limitations of the Secondary Market
Austral provides a peer-to-peer transfer facility on its platform that may allow you to transfer your CFD position to another Austral client. However:
Austral observes, records, and facilitates the mechanics of the transfer but does not ensure liquidity. You may be unable to exit a position at all.
5. Jurisdictional and Regulatory Risks
5.1. Reverse Solicitation Model
Austral only accepts clients who have approached the platform voluntarily. If you are an offshore client, you acknowledge that:
Austral logs IP addresses, timestamps, and declarations to verify compliance with reverse solicitation rules.
5.2. Local Law Risk
Laws in your country may restrict or prohibit derivatives trading or the holding of synthetic financial exposures. Austral does not provide local legal advice. If regulatory changes affect your ability to trade or receive settlements, Austral is not liable for any resulting restrictions or loss.
6. Operational and Platform Risks
Austral takes reasonable steps to secure systems and maintain uptime, but cannot eliminate all operational risk.
7. Conflict of Interest Risk
Austral sets prices, controls the platform, and acts as the counterparty to your trades. While pricing is based on data from RGI and relevant market events, you should be aware that Austral has discretion in how pricing and settlement values are applied. These roles create a structural conflict of interest that may affect transparency.
8. Example of Risk in Practice
Example: You invest $20,000 in a CFD linked to a high-growth tech company valued at $100 million. Two years later, the company is acquired at a significantly lower valuation due to performance issues. Your CFD is settled at $10,000 — a 50% loss. If the company instead fails, your position may be settled at $0, resulting in a total loss of capital.
1. Overview of Fees
Austral Capital Limited charges a simple and transparent fee model for CFDs issued under this PDS. Unlike traditional leveraged brokers, Austral does not charge spreads, commissions, or overnight swap fees.
Fees are structured to reflect the nature of long-term, unleveraged private equity exposure and to ensure clear upfront disclosure.
You should read this section carefully to understand how fees affect your investment amount and any future settlement.
2. Entry Fee (Gross Margin)
Austral charges an entry fee of up to 10% of the invested amount at the time a CFD position is opened. This fee is deducted from the notional value of the CFD and retained by Austral as operating margin.
Example:
If you invest $10,000 in a CFD, Austral may retain $1,000 as a fee and allocate $9,000 to the reference exposure. Your CFD return is based on the performance of the $9,000 economic exposure, not the full $10,000 invested.
Fee Transparency Before Trade
Before entering a CFD, you will be shown a clear summary of the entry fee (gross margin) to be deducted, including the exact percentage and dollar amount. This disclosure appears as part of the trade confirmation process, and you must acknowledge acceptance before the CFD is opened. You will also see the final notional value allocated to the underlying exposure, net of fees.
This fee covers:
The fee percentage may vary depending on the exposure or product structure. You will be notified of the exact deduction before entering the CFD.
3. Performance or Exit Fees
Austral does not charge performance-based fees (e.g., profit sharing or carry) upon exit of a CFD position.
However, if the underlying exposure incurs any exit costs (such as tax, transaction, or legal fees at the RGI level), these may reduce the net value returned upon settlement. These adjustments are disclosed at the time of settlement, where applicable.
4. Currency Conversion Fees
If you fund your account or receive a payout in a currency different from the base currency of the exposure, Austral may apply a foreign exchange conversion fee of up to 2% to cover bank charges and currency risk.
You will have the option to view FX costs before confirming a transfer or withdrawal.
5. Withdrawal Fees
Austral does not charge withdrawal fees. However, your bank or receiving financial institution may apply charges, particularly for international wires.
6. Inactivity or Maintenance Fees
Austral does not charge inactivity, custody, or account maintenance fees. You are free to hold your CFD position for extended periods without additional cost beyond the initial entry margin.
7. Secondary Market Transfer Fees
If you use Austral’s internal peer-to-peer secondary market to exit a CFD, the following may apply:
These are only charged upon successful transfer and are disclosed prior to execution.
Fee Type | Amount / Rate | When Applied |
---|---|---|
Entry Margin (Gross) | Up to 10% | On opening CFD |
Performance Fee | None | - |
FX Conversion | Up to 2% | Funding/withdrawal |
Secondary Market Fee | Up to 1% | Upon transfer |
Withdrawal Fee | None (bank fees may apply) | On withdrawal |
Inactivity / Maintenance Fees | None | Not charged |
Fee Cap Disclaimer
Austral will not charge you any fees other than those expressly disclosed in this Product Disclosure Statement. All applicable fees are either fixed or capped at the maximum rates stated in the table above. Any changes to these caps will only apply to future CFD positions and will be notified in advance via the platform and updated documentation.
This section explains how Austral Capital Limited handles client money, including where it is held, how it may be used, and the protections in place. Austral complies with the client money obligations set out in the Financial Markets Conduct Act 2013 (FMCA) and follows best practice custody standards for offshore client funds.
All money received from clients is held in a segregated client trust account with Bank of New Zealand (BNZ), a New Zealand-registered bank.
While Austral uses a New Zealand-registered bank (BNZ) to hold client money in trust, there remains a residual risk associated with the banking system and international settlement infrastructure. In the unlikely event that BNZ experiences financial distress, or if a cross-border remittance is delayed or disrupted by correspondent banks, access to client funds may be temporarily impacted. Austral performs ongoing due diligence on its banking and remittance partners, but cannot eliminate all third-party financial institution risk.
Austral holds your money on trust until it is:
Austral does not use client money for its own operating expenses or investments, other than as explicitly permitted below.
Austral may use your funds from the client trust account only for the following purposes:
Austral may remit up to 90% of your CFD investment to RGI under its Liquidity Provider Agreement, with the remaining 10% retained as gross operating margin. All fund flows are recorded, reconciled daily, and tracked for audit and compliance.
Austral will never use client money to:
Austral does not lend or hypothecate your money.
You may fund your trading account by bank transfer to Austral's designated client money account. All incoming payments must:
Funds are credited to your account once cleared by the bank and reconciled by Austral.
You may request a withdrawal of available funds via the client portal at any time, subject to:
Withdrawals will only be paid to the same verified bank account from which you originally deposited funds, unless otherwise agreed in writing and verified.
Austral processes withdrawal requests within 2 working days, though external bank processing times may vary.
All deposits and withdrawals must be made using the supported payment methods available on the PE Projects platform. These methods may change over time due to technical integration, jurisdictional restrictions, or compliance requirements.
Transaction fees may apply depending on your chosen method, currency, or intermediary bank. Such fees are disclosed in the payment interface where applicable, and may be deducted from your net transfer value.
All incoming and outgoing payments are subject to AML/CFT verification, identity checks, and internal compliance reviews. Austral does not guarantee real-time settlement of any transaction, and delays may occur due to third-party processor timing, banking hours, or risk screening.
Austral does not act as a custodian or financial intermediary for client funds. All funds are received, held, and remitted in accordance with applicable laws and the Client Agreement.
Withdrawals can only be made to a bank account in the same name as the registered client. Requests to withdraw to third-party accounts, anonymous wallets, or unverifiable recipients will be rejected and may result in account suspension or regulatory reporting.
Austral does not pay interest on money held in the client trust account. Any interest earned on pooled funds may be retained by Austral as a fee for managing the trust account and processing operations.
Austral maintains detailed records of:
Client money records are retained for a minimum of 7 years and may be provided to regulators, auditors, or the Dispute Resolution Scheme if required.
Austral's trust account is reconciled daily, and internal audits are conducted periodically to ensure full compliance with FMCA obligations.
Austral Capital Limited is a New Zealand-registered company and financial service provider. We issue Contracts for Difference (CFDs) to offshore retail clients via a reverse solicitation model.
Austral is registered on the Financial Service Providers Register (FSP1003086) and is authorised to provide the following financial services:
Austral does not hold a Derivatives Issuer Licence from the Financial Markets Authority (FMA) and therefore does not provide CFDs to New Zealand retail or wholesale clients.
Austral offers 1:1 unleveraged CFDs referencing private equity and pre-IPO exposures sourced from RGI Investment Ltd, a licensed investment firm in Mauritius.
We operate the PE Projects platform (www.pe-projects.com), a proprietary digital environment for onboarding, trading, and client servicing. The platform is licensed from GS Private Equity Ltd (Germany) and fully operated by Austral Capital Limited.
All client-facing activity — including onboarding, disclosures, KYC/AML compliance, and fund custody — is managed by Austral directly.
Austral does not offer investment advice, portfolio management, or discretionary services. We do not promote or solicit clients in regulated offshore jurisdictions.
Company Name:
Austral Capital Limited
FSP Number:
FSP1003086
Registered Office:
40 Laurie Avenue, Parnell, Auckland, 1052
Email:
compliance@pe-projects.com
Website:
www.pe-projects.com
Business Hours:
Monday to Friday – 9:00 AM to 6:00 PM NZST
You can lodge a complaint with us directly using the contact information below:
Complaints Officer
Austral Capital Limited
compliance@pe-projects.com
www.pe-projects.com
We aim to:
All complaints are handled free of charge.
If you are not satisfied with our response, or if we fail to resolve your complaint within a reasonable time, you may refer your complaint to our approved external dispute resolution scheme:
Austral Capital is a member of Financial Services Complaints Limited (FSCL), an independent and government-approved dispute resolution scheme.
You can contact FSCL using the following details:
Financial Services Complaints Limited (FSCL)
Website: www.fscl.org.nz
Phone (NZ): 0800 347 257
Phone (International): +64 (4) 472 3725
Email: complaints@fscl.org.nz
Post: PO Box 5967, Wellington 6140, New Zealand
You can refer your complaint to FSCL at no cost to you. FSCL will work with you and Austral to reach a fair outcome.
Austral Capital only accepts clients who self-initiate contact from outside New Zealand. All services are provided under New Zealand law, and all disputes — including complaints — will be assessed and resolved under the laws of New Zealand. While offshore clients may use the dispute resolution scheme (FSCL), neither Austral nor FSCL can guarantee enforceability or regulatory protections available under your local legal system.
Key information about Austral Capital and our derivative offer is available on the New Zealand Companies Office Disclose Register, including:
Visit: www.companiesoffice.govt.nz/disclose
Search for: Austral Capital Limited (FSP1003086)
You may request any of the following documents by contacting us:
These documents are available free of charge.
Approved clients will access their account through the Austral online platform, which is licensed from GS Private Equity Ltd (GSPE) and operated exclusively by Austral.
The platform provides access to:
We encourage clients to remain informed by:
We encourage you to download and retain a copy of this Product Disclosure Statement (PDS) for your personal records. A current version will always be available on our website and on the Disclose Register.
You will complete your application via the PE Projects platform at www.pe-projects.com, operated by Austral Capital Limited.
As part of your application, you will need to:
Austral uses the SumSub verification system to conduct KYC (Know Your Customer) and AML/CFT (Anti-Money Laundering/Countering Financing of Terrorism) checks in accordance with New Zealand law.
You must complete a Reverse Solicitation Declaration, confirming that you:
Austral does not accept New Zealand retail or wholesale clients. If you are based in New Zealand, your application will be declined.
As part of onboarding, you will be asked to read and agree to the following:
You must acknowledge your acceptance of these terms electronically via the platform before any CFD positions can be opened.
The Client Agreement (Terms of Service) includes important provisions covering:
You should read the Client Agreement carefully before accepting.
To activate your trading account, you must deposit a minimum of USD $500 (or equivalent). This funding must be received in full, from a bank account in your name, before you may enter a CFD position.
All deposits must be made in supported currencies and are subject to clearance through Austral's trust account at BNZ.
Once you:
...you will receive confirmation that your account has been approved and activated. You may then review available CFDs on the platform and enter into positions in accordance with the Client Agreement and this PDS.
CFDs issued by Austral involve complex risks, and you should consider seeking independent financial, legal, or tax advice before proceeding. Austral does not provide personal advice or make suitability assessments.
You may request to close your account with Austral at any time by contacting us in writing via the platform or official support channels. Account closure is subject to the following conditions:
Austral also reserves the right to suspend or close your account if:
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