Reference:
(Adopted from https://www.GFM.com/risk_disclosure_statement) Date: 12 September, 2020
Amended 12th May 2021
Any kind of sponsoring involves a level of risk, and early-stage crops are no exception. A very high proportion of early-stage businesses fail and Grow For Me LTD like every startup stands that risk. Likewise, farming is a risky venture with many challenges a farmer faces. We have therefore described below by adopting GFM’s risk disclosure to describe in more detail, some of the potential risks you are exposed to in sponsoring our crops/farms. You should note that the risks described below are not intended to be exhaustive. We ask you to take time to carefully familiarise yourself with each of the risks and to properly assess whether sponsoring our crops/farms is appropriate in your particular circumstances.
You should seek independent professional advice if you do not fully understand the risks of or services related to sponsoring through the Grow For Me (the “Broker” or “GFM”) platform (the “Platform”), which comprises Sponsoring platforms (the “Sponsoring Platform”) that list approved crops on the platform (the “Crops”) operated by Grow For Me Ltd in Accra, Ghana. Generally, sponsorships made through the Platform are made available to the Securities and Exchange Commission in Ghana. Although this information is provided over the Platform, you should also note that there is no strict statutory obligation for the Broker to provide you with information that one may reasonably require to make informed assessments of such offers.
Most of the crops raising funds through, or listed on, the Platform are cultivated from start or have already begun cultivation. Sponsoring a crop comes with several significant risks as there is no certainty whether a crop you sponsor will succeed to the point where your sponsorship is returned, or you receive any return on your sponsorship (the “ROS”). The reality is significant crop failure due to multiple reasons for different farms. Crops also face a range of weather risks. We take the best steps to mitigate them by obtaining crop insurance. Therefore, sponsoring in these crops may involve some significant risks and challenges mainly due to both the low probability of such crops eventually succeeding and/or being able to return any value to sponsors, and the general low liquidity of the sponsorships in these crops.
You should NOT sponsor crops offered on the Platform unless you fully understand the risks and potential consequences, including the potential of losing all of your principal sponsorship, and you are prepared to take such risks and able to bear such consequences. You should carefully consider whether sponsoring a crop is suitable for you in light of your knowledge and experience in financial and Agricultural matters, sponsoring objectives, financial means and the risks that you are prepared to take and the losses you are able to absorb. You should also only sponsor crop types as a part of a well-diversified portfolio and ensure that your sponsored capital is spread across a number of crops, and with input from your financial advisor(s) if you so require it.
We have listed below some of the risks that you should consider and be aware of before making any sponsorship through the Platform. However, this list is not intended to be an exhaustive or comprehensive description of all relevant risks. You should regularly review information on the crop, the sponsorship made and the market developments that are available on our Platform and other public sites, and, as required, seek professional advice, to ensure that any sponsorships made and held through the Platform remain suitable for you in your particular circumstances.
General Risks
Loss of Sponsorship
The biggest financial risk to a sponsor is losing the entire sponsorship. Sponsorships available through the Platform include crops without a proven track record (or any track record at all). The risk of crop failure is high. Most of the cultivated farms for each season are at the risk of failing due to multiple factors during the farming cycle of your sponsorship. In such cases, you may likely lose your principal sponsorship completely if those factors are not covered by crop insurance. Even if crops do become profitable, it is not guaranteed that your initial sponsorship will be returned or you will receive a return on your sponsorship as such returns are highly variable. You should be aware that any returns you could potentially receive might not cover your initial sponsorship and MAY also be inconsistent in amount and frequency.
Loss of sponsorship may stem from general Agricultural risks as well as business-related risks. General risks can include (but are not limited to) climate risks, political risks, legislative risk, and economic risk. Business risks include risks arising from fluctuations in market demand for the crops/commodities/products or services offered by the Broker; industry risk (meaning, risks inherent to the business area in which the company operates); competition risk (including, for example, the risk that a competitor is not only in the same area but better able to service customers or suppliers in that area); growth risk (for example, that the company grows too quickly versus business demand for its products or services, or that it is unable to grow to a level required to be successful); employee risk (for example, that key employees required for the business cannot be recruited or retained); fraud risk; and revenue risk (such risks vary from company to company, but include risks that may prevent revenue being realized such as the costs of new product launches or research and development costs, which cannot always be accurately budgeted). The largest financial risk to a sponsor is losing the entire sponsorship. Do take note that this is a probability.
Risk of Dilution
Crops usually have more than one sponsoring round, meaning they are likely to raise more capital in subsequent sponsoring rounds. During those rounds, depending on the type of sponsorship opportunity, new sponsors may be entitled to a return on sponsorship that may be lower than previous sponsorships. This may have a diluting effect on the percentage of return on sponsorship (ROS). The new crop sponsoring round may also entitle the new sponsors to certain advantages such as preferential selling/trading prices. This could be disadvantageous to sponsors from the previous sponsoring rounds, who may have sponsored into the earlier crops on different, less favourable terms.
Rarity of Return of Sponsorship
Crops may not pay a return on sponsorship mainly after the farm cycle ends, because the crop does not produce fruits again. If the crop sponsored does produce fruits again, profits may typically be replanted into the crop/farm to fuel growth and build return on sponsorship. This means that it is unlikely that you will be able to see regular returns from your sponsorship beyond the time stated.
Risks related to Sponsorship of Crop(s)
Excess Rain Risk
Crops cultivated in different regions are exposed to different levels of rain throughout the farming season. As this may be unpredictable and potentially expose farms to excess rain, we take steps to protect farms through crop insurance.
Drought Risk
Crops cultivated in different regions are exposed to drought during the farming season. This may be unpredictable and potentially expose crops to very low levels of water (drought), which may hinder crop growth and in extreme cases, cause significant loss of crops. However, we take steps to protect farms through crop insurance cover.
Fire Risk
Fire outbreaks can occur at any time during the planting, maturation, flowering or harvesting phase of a crop cycle. This may be due to different reasons and can lead to partial or total crop loss.
Wind Risk
Wind speeds vary from time to time depending on the location and time of the season. High wind speeds such as whirlwinds and tornadoes may cause significant crop loss on the field.
Disease and Pest Risk
There are multiple pests and diseases that may affect crops grown on our platform. These risks are real and constantly being managed through multiple methods. Local agronomist in that region advise farmers on the best pesticides and chemicals to use in treating pest and diseases
Differences in legal and regulatory regime
If crops are offered in a foreign jurisdiction, or the crop is structured through a foreign farm, or you sponsor crops that are issued by foreign farmers, your sponsorship and continued holding of crops may be subject to the laws and regulations of that jurisdiction. The sponsorship or you (crop sponsor) may be subject to additional tax liabilities, transaction costs or capital controls under foreign laws. Any claims or action may need to be raised before foreign courts or authorities. You should be aware that overseas markets may be subject to rules which may offer different or diminished investor protection as compared to Ghana, the United Kingdom or any other jurisdiction in which you reside or are domiciled.
In addition, countries and markets where crops are cultivated may not be familiar to you and it may be difficult to make a full assessment of the risks involved. Political, legal, economic, financial or other developments in these countries or markets may significantly affect the financial condition or results of cultivation of sponsored crops. These developments may sometimes come unexpectedly not only to sponsors but also to crops cultivated in those markets.
Before making a sponsorship in a crop offered by the Broker (Grow For Me), you should be fully aware of the types of redress available to you in Ghana, the United Kingdom or other home nation and the jurisdiction of the foreign Issuer, as any claims or action may need to be raised before foreign courts or authorities and even if any judgments are obtained, there may be difficulties in attempting to enforce these in Ghana or the United Kingdom or the other state in which you reside.
You should remain mindful that in some countries, legal concepts which are practised in mature legal systems may not be in place or may have yet to be tested in courts. This would make it more difficult to predict with a degree of certainty the outcome of judicial proceedings or even the quantum of damages that may be awarded following a successful claim.
Different costs involved
Each purchase of crops issued by GFM may be subject to additional tax liabilities, transaction costs, duties, charges or capital controls under foreign laws. Before each purchase of crop issued by GFM, you should be clear on all fees and other charges for which you may be liable as such charges may affect your ROS (if any) or increase your loss on the sponsorship made.
Currency Risk
You should be aware that the crops may be denominated in currencies different from the currency of your home country. Also, although sponsorships made through and tradeable on the Platform are displayed in currencies which we as a service provider support, sometimes we are able to accept sponsorship different from what you are familiar with.
Consequently, the sponsorship made and the returns received for a crop may be denominated in different currencies. Respective amounts must be converted which often results in changes in the sponsorship amount due to rounding and conversion costs.
In all these cases, your sponsorship returns will be affected by exchange rate fluctuations and you will therefore be exposed to foreign currency risk. Currencies depreciate or appreciate value against each other and this may correspondingly reduce or increase the value of your sponsorship in foreign currency terms. Further, currencies may be devalued or revalued, or countries may establish capital movement restrictions. Any of these events or restrictions may adversely affect the value of your sponsorship or your ability to sponsor crops in foreign currencies.
Your payment service provider may also charge fees for converting funds into foreign currency or for making payments in foreign currencies.
Risks related to farming and trading
We sponsor verified farmers with your funds to farm on your behalf, cultivate and trade crops after harvest. We provide such services under laws and regulations as Brokers of the Ghana Commodity Exchange. Whilst Brokerage arrangements and services are well-established and frequently utilised under Ghana Commodity Exchange and Ghana Law, other jurisdictions do not always recognise Broker sponsor relationships.
Accordingly, farming and trading collectively for sponsors, may adversely affect the way we are able to exercise rights associated with the relevant crops or respective sponsor and may become subject to rules that limit the kind of crops we can farm and trade on behalf of sponsors. Whilst we take all reasonable steps to guard crop loss, there is also a risk that we make mistakes or become subject to a rogue farmer or fraud which may result in a loss of sponsorship.
No assurance that information from the crops that you sponsor in will be accurate or accessible
The financial statements of the crops in which you sponsor may not be subject to a statutory audit. As such, the financial information presented to you may not have been ascertained or reviewed by a qualified auditor. An unaudited financial statement may not accurately reflect the crop price for farming and trading. The financial statements of the crops also may not be made accessible to you in the absence of requirements in their home country for them to do so. In addition, the information made public may also be general in nature and may not have been verified by any independent parties.
Risks related to Trading
Low Liquidity
Although certain crops can be traded on the Open Market or the Commodity Exchange, there is no assurance that active trading will occur, form or be sustained. There may be difficulty in trading a crop that has been harvested including, but not limited to, lack of demand or supply, and volatile and unpredictable price movements in sponsorships on the Platform. In these circumstances, you may not be able to sell your sponsorships in a timely manner or at the expected price level. All Trades concluded under the matching of sponsors’ orders on the Marketplace will be governed by British Law on the open market and Ghana law on the Ghana Commodity Exchange. As we aim to operate the Platform globally to provide liquidity to sponsors from all around the world, sponsors from outside Ghana may directly or indirectly, through the relevant GFM entity of whom they are clients, access and use the Platform services. While we have sought to regulate the trading process through the Marketplace Rules to ensure fair and orderly trade-making, you should be aware that we cannot anticipate all situations which may arise in the course of trading and some of these aspects may not be covered by the Marketplace Rules and many of these aspects may be directly subject to provisions of Ghana law. If you are unfamiliar with Ghana law generally (and more specifically, as it applies to, and governs, the Ghana Commodity Exchange), there may therefore be legal consequences that may be unanticipated by or unexpected to you.
Counterparty Risk
GFM will trade on your behalf. There is also no guarantee fund established or other arrangements in place to cover or compensate you for any pecuniary loss suffered by GFM on the Open Market or the Ghana Commodity Exchange. Intending to secure orderly trading and to minimise the counterparty risk for sponsors, we ensure that we have off-takers and contracts signed prior to farming, harvesting and trade. GFM reserves the right to buy your harvest after the end of your farming cycle and pay you your principal and returns.
No automatic matching
GFM determines the matching orders with buyers for any commodity it grows on your behalf. Orders generated as a result of your harvest are traded by GFM to provide the best of returns.
High volatility
As GFM does determine how the general market for commodity trading goes. Therefore, a price agreed in any trade on the Open Market or the Ghana Commodity Exchange Marketplace may not necessarily reflect a fair value of the selling price of the commodity as prices may fluctuate significantly.
It is nevertheless important to ensure that the trading is carried out and the price is determined fairly. GFM has systems and controls in place to detect and prevent trades that may cause losses to sponsors after harvest. That said, it does not completely remove the risk of making losses. You should nonetheless be aware that such systems and controls cannot fully negate the risks arising from volatility in trading.
Asset Specific Risks
Syndicated Sponsorship
Most of the sponsorship opportunities made available through the Platform are arranged through group farmers who receive ploughing, seeds, fertilizer, weedicides, pesticides and extension services to successfully farm with less stress. The farms are owned by the farmers, however, the extra crops grown are owned by the GFM entity on behalf of the sponsor. It means you will not become a direct shareholder or owner of a farm, except explicitly stated. Sponsorships in one issuer are arranged and designed as such on our platform. Syndicated sponsorship will be seen as one sponsor not a group of sponsors. Each sponsor must create an account to sponsor a crop/farm. In case of dispute, GFM will only recognize the individual details on the platform, not multiple sponsors who came together to create a single account. This is why we recommend that you carefully read through and consider all the materials that are made available on the specific campaign page, whilst making your assessment of the risks involved.
Funds
Different types of collective sponsorship schemes carry varying levels of risk depending on the geographical region, industry sector and stage of crops in which they invest. Therefore, before sponsoring in a crop/farm, you should ensure that you understand the nature, risks and sponsorship policy of the particular campaign, and you determine whether the duration of the crop, the start date, the end date and the payment window is acceptable to you.
Funds paid before the crop campaign you selected begins goes into the total pool of funds for farming and buying and selling of the same crops listed on GFM. These activities are constantly ongoing, that is before and after the stated dates of the crop campaign you listed begins. Hence the fund paid before the farm campaign begins does not sit idle in the pool. Hence are exposed to all the risks listed above and the mitigation policies put in place to protect all funds with GFM. If you are uncomfortable with any of the risks involved, you should not sponsor crops on GFM.
Sponsorship
Sponsorships are considered as funds and are made available for a crop/farm requiring the funds. Sponsorships enable farmers to have the needed capital to expand or grow more crops. At harvest, GFM collects a fixed number of bags of the commodity which are at a lower market price. They are then sold on the open market or the Ghana Commodity Exchange to pay back sponsors. They are generally considered to be the most stable option as compared to loans etc. They may still involve significant risks as listed above and clear mitigation lines. If you are uncomfortable with any of the risks involved and mitigation measures, you should not sponsor a farm.
We have taken measures to mitigate the risks that may arise from the use of the Platform. However, we cannot make any assurances that the risks described and detailed or any other risks will not materialise. You should seek independent professional advice if you do not fully understand the risks of sponsoring through the Platform.
Additional Disclosures For Sponsors In Ghana and Other Countries who Sponsor crops on GFM.
The services provided you on GFM are made available through the Platform are offered to you in reliance on the exemptions under sections 2.1, 3.14, 4 of the Ghana Commodity Exchange Rules found here:
https://gcx.com.gh/membership_rules_and_regulations
As defined by the Securities and Exchange Commission (SEC) found here:
https://sec.gov.gh/wp-content/uploads/2017/02/WRS-Legislation.pdf
https://sec.gov.gh/wp-content/uploads/2017/02/WRS-Legislation.pdf
SEC which derives it powers from:
Please note that the regulatory requirements which we are exempted from when dealing with you as an individual sponsor or Institutional sponsor may be amended and updated from time to time due to regulatory changes or otherwise. Any such amendments and updates would be reflected on our Platform.