Crowdcube request to change Investor Nominee Terms

(Gio) #1


Yes or no, and why?

New terms:

Crowdcube request:

Dear Monzo Investors,

We’d like to move you onto new Investor Nominee Terms

We’d like to move all Monzo investors who, like you, hold their shares via Crowdcube Nominees Limited on to our updated Investor Nominee Terms (the " New Terms "). You can see the new terms here.

Your shares in Monzo will still be held by Crowdcube Nominees Limited. But your shares are held in accordance with a Declaration of Trust. The New Terms will be between you and Crowdcube Capital Limited to manage your shares and give instructions to Crowdcube Nominees on your behalf.

The New Terms are similar to the terms in the current Declaration of Trust, but there are some key benefits:

(i) greater clarity - the New Terms are more detailed and clearer on when and how Crowdcube can make decisions about your shares on your behalf.

(ii) uniformity - investors in the latest Monzo crowdfunding campaign are on these terms and having all investors on the same terms will make it easier for everyone to manage, and save investors and the company time and money.

(iii) increased investor protection - under these New Terms you’d be appointing Crowdcube Capital Limited to act as Investor Representative. As a regulated entity, Crowdcube Capital has to comply with the Financial Conduct Authority’s rules for holding assets on behalf of third parties. Having a contract with a regulated entity offers you greater protection.

(iv) greater flexibility - the New Terms let Crowdcube take action on your behalf when we think it’s in your best interests. If we aren’t sure, and we think investors should make a collective decision, we may still poll you in the same way as we have for this decision.

If you’re happy to move to the new terms, reply ‘yes’ to this poll

Please take some time to read the New Terms and, if you’re happy to move, please respond ‘yes’ to this poll. Please take independent legal advice if you’re not sure about the implications of the change.

If a majority of investors who purchased shares as part of the Monzo crowdfunding campaign(s) in April 2016, April 2017 and December 2017 (majority determined by the number of shares purchased in these campaigns and held by these investors) that respond to this poll vote in favour by 14:00 on 18 March 2019, the New Terms will apply to all Monzo investors who purchased shares as part of these rounds from that date.

If you have any questions or concerns please get in touch by emailing us at



Update: Crowdcube have posted an update -

(Robin) #2

Yeah, I just got this. What is it about? I haven’t the time to get to grips with it.

(Yuri Mariano) #3

I haven’t the time to get to grips with it.

Just got this as well… +1


From a very quick read skim.

Basically seems like a forfeit of any benefits of being an investor to Crowdcube to act as a representative who will then act as essentially autonomous representative of the interests of crowdfund investors.

The advantage of this for investors seems to be you will no longer require Monzo approval at board level for transfers of shares and this will now be handled by Crowdcube.

Does anyone know when this takes effect? Is it immediate on you clicking ‘yes’?

(Brexit Day Is Gonna Be Shamayzing.) #5

I got this, I don’t get it

(Eddy Herman) #6

Also got this email and tried having a read but couldn’t really tell what the changes were. I think considering this previous blog post from Monzo they could have done a better job of making that message clearer and easier to understand.

(Tom ) #7

Got this too - also not a clue.

(Brexit Day Is Gonna Be Shamayzing.) #8

Can someone make this understandable like for 3 year olds maybe?


According to the email it takes effect from 2pm a month from today, based on whether the majority (by share value) of the respondents vote yes. If you don’t understand, or haven’t got time to digest, the contents of the terms, it’s probably worth considering voting ‘no’ so that you don’t end up with a decision that might not be in your best interests.

An uncast vote will not be counted as meaning anything - the decision for everyone will be taken based on the votes cast by those that respond in time.

Edited: thanks for pointing out it’s only February, corrected so as not to confuse anyone else.

(Tom ) #10

It’s not today, it’s the 18th March 2019.


Ha, is it only February?! :man_facepalming:

(Jessica ) #13

I’ve got this and don’t understand either. Someone correct me if I’m wrong but it sounds like I would lose my say to a collective say from Crowdcast instead?


That’s what it sounds like, yes. Would be good if someone from Monzo could clarify.


What did the original terms say regarding voting rights etc?

(Dan) #16

I really don’t like the look of this document.

Also, this particular term is terrifying:

They can use the value of our shares held in their trust, to cover any losses they might incur for fraud, negligence or breach of the terms.

Okay then :exploding_head:

(Mark) #17

Each Investor irrevocably and unconditionally appoints Crowdcube with full power and authority to perform the actions as set out in this Agreement and the Investor acknowledges and agrees that it may not instruct the Nominee directly

I’d proffer that alone makes it a ‘no’ vote.

Update: Urg, it’s layers and layers isn’t it. Just read this bit… “Your shares in Monzo will still be held by Crowdcube Nominees Limited. But your shares are held in accordance with a Declaration of Trust. The New Terms will be between you and Crowdcube Capital Limited to manage your shares and give instructions to Crowdcube Nominees on your behalf

(Tom ) #18

Ouch. That reads pretty horribly.

I’ve reached out to see if a member of Monzo staff can clarify this all.

(Stephen Lang) #19

This also appeared in the previous terms by email 27 March 2017:

6. General

(a) Save in respect of the Nominee’s fraud, negligence or default, the Nominee shall have no liability whatsoever to the Investor and may use any assets it holds on trust to cover any loss, liability, damages, costs and expenses incurred or suffered by the Nominee in the due performance of its rights and obligations under this Declaration of Trust.


F-that! these are my shares, not Crowdcubes … i dont recall Crowdcube putting up the money to invest when Monzo was (is) high risk?

I certainly do not give Crowcube permission to use my money to cover their arse!

(Bert) #21

Thanks. I already assumed Monzo might send an email to go with the Crowdcube one and summarise things for us.
The transparency thing, the more Monzo goes for it the more I start missing it in other companies.