Crowdcube request to change Investor Nominee Terms

[FisherMerton]

Would you also be happy if they slap you fees?

The first two rounds combined represent a higher percentage of Monzo’s equity than the 20M round. So, the answer is no, we would not be outnumbered…

[Investor_No1]

Firstly
@FisherMerton would I rather they slap fees on rather than monzo go bust errr YES

Nothing in life or business is free

Secondly please see quote from Hanna post above

the number of investors in Monzo’s latest crowdfunding round, who have accepted the new Nominee Terms, is much larger than the total number of crowd investors in the previous three rounds.

J

[mmccart1]

Number of investors or number of shares purchased they are two different numbers if you invested £100 in round 1 you have more shares than those in round 2 etc

Fees are payable to crowdcube not monzo, the fees are about crowdcube growing revenue

What fees? Basic admin? A carry like seeded? Don’t know it open to speculation of what the fee actually is.

[Investor_No1]

@Mmccart1 Fair point re number of shares compared to share holders I stand corrected

[JustJordds]

Whilst this is correct, it can depend on what type of vote/decision is being made.

If on a poll vote - the number of shares each shareholder has determines how many votes (i.e. earlier crowdfunders > new crowdfunders)

Whereas, when a show of hands is done (this is the standard default) then naturally the new crowdfunders > earlier crowdfunders.

[doug]

Thanks @Hannah_Crowdcube for your responses, but after re-reading them several times there is really nothing in them that re-assures me, or would make me change my position on voting ‘No’ to the new terms.

• The changes which ‘benefit the investors’ seem limited to: allowing non-drag sales to pass quickly, to make changes to the the Articles of Association quickly, and having greater ‘protection’. With the exception of the last example, the trade off is crowd investors giving up all of their remaining power for the sake of faster action by Crowdcube. As @StuartL mentioned, this essentially turns a ‘non-drag sale’ into a ‘drag sale’. It is at Crowdcube’s discretion whether they bother to ask investors preference on decisions going forward.

• My main bone of contention in all this is just how much leeway these terms give Crowdcube. Hannah has mentioned specific examples - so why are these not mentioned explicitly in the terms? No doubt because there are far more situations (perhaps some unforeseeable) that they wish to cover, but some of these situations may not benefit investors in the long run. It is not difficult to spin any decision they make as being in our ‘best interests’.

• There is still no clear clarification on what potential fees would be (beyond the example of charging for international transaction fees), which is effectively a blank cheque. It seems ludicrous to me that CrowdCube would not have a clear idea of the specific admin and fees that would be required to administer their shareholders. Perhaps another example of a ‘tech’ company which tries to retro-actively find a path to profit - just have a look at their dismal financial performance.

• I also do not trust Crowdcube to act in the investors best interests overall. As they’ve shown through their selective representation of the changes so far, they will likely choose outcomes which benefit themselves first and foremost, followed by investors.

TLDR: In my opinion, these terms remove any remaining power from the initial crowd investors and opens the doors for CrowdCube to act (& charge) in any way they see fit. Whilst granting relatively minor advantages to investors.

[georeith]

Edit: I misunderstood what @Investor_No1 was trying to say. This post isn’t really relevant.

would I rather they slap fees on rather than monzo go bust errr YES

Monzo are not the ones who may charge fees, Crowdcube are.

Secondly if Monzo needs to charge its shareholders to stay a float it is no longer a sustainable business. If they need more capital then they can reach out for investment, not tax their current investors. Monzo isn’t a government its business isn’t tax.

Nothing in life or business is free

Your shares weren’t free. Crowdcube didn’t provide a free service, everything is paid for, no one is suggesting we get anything for free. If they charge you fees they will still charge Monzo to manage their shares. It’s not one or the other.

[JustJordds]

Secondly if Monzo needs to charge its shareholders to stay a float it is no longer a sustainable business. If they need more capital then they can reach out for investment, not tax their current investors. Monzo isn’t a government it’s business isn’t tax.

I’m not even sure this is possible? Only way as you say for Monzo to receive more funds would be further share issuance - which comes with its own book balancing problems, it can’t keep seeking investment forever.

[FisherMerton]

I think what he means is that he would prefer to move to the new terms and get charged rather than miss on the opportunity of a flash sale to avoid “collapse” (his words).

A flash sale didn’t save Emoov’s shareholders from losing everything they had. If things go south (I.e. we need to find a potential buyer in a matter of days), it’s likely over.

Obviously this is NOT Monzo’s situation.

[Doug99]

Just read Crowdcube’s reviews on Trustpilot .

[Investor_No1]

This post was flagged by the community and is temporarily hidden.

[georeith]

Yes I did misunderstand the point you were trying to make.

would I rather they slap fees on rather than monzo go bust errr YES

That looked like you were saying they would use the fees to not go bust. No offence was intended. I thought you had fundamentally misunderstood what fees we were talking about. Thats my bad I didn’t follow the thread through far enough.

That comes across rude. Can we treat each other with more respect than that?

[saf]

Hey @Hannah_Crowdcube

Thank you for you reply.

Votes are recorded and counted by Crowdcube through our dedicated nominee software.

This worries me given how beneficial the new terms are for Crowdcube. I hope you appreciate how this looks from the investors side.

Monzo doesn’t have any current plans to do another crowdfunding round, but if they do one in the future, then they’d be likely to use the new Nominee Terms.

It is unclear who initiated these changes, and who is leading them. Perhaps you, or a Monzo representative can clarify whether the changes are from Crowdcube, or from Monzo? If they are joint changes then who is leading the changes?

In general, this sale can take the form of either a “drag sale” or a “non-drag sale”.

Thank you for the refresher, but again I am struggling to see how this supports a case for these wide ranging changes.

but there was some critical timing constraint or sensitivity which meant that the buyer wouldn’t agree to Crowdcube polling the crowd investors.

Personally I would be suspicious of anyone pushing through a sale under these terms. It also sounds like a fire-sale, and a very unlikely event. I also gather from this response that Crowdcube would automatically agree

In any event the level of rights requested exceed the problem they look to solve. Without thinking about it too much, the terms could just include a special condition where by in these circumstances a poll with a shorter time limit is carried out. Or even all polls will last for 3 working days, and all investors will be contacted thrice via email. My point here is there is more than one way to work around this.

polling them would be inefficient or practically impossible.

This would save investors and the company time and unnecessary admin.

It sounds like one of the main reasons for these changes is the cost of polling exceeds the value Crowdcube places on the poll. I suspect these changes save Crowdcube a lot of money. Maybe worth explaining the cost of each poll, or how much Crowdcube is projected to save if the new terms are accepted.

Generally speaking it is fine to say why something needs to happen without dressing it up. I think had Crowdcube led with what the changes are, and why they are needed, then the changes would be better received. In my personal opinion it comes back to the communication strategy Crowdcube is currently employing.

In comparison, Seedrs, your biggest UK competitor are far clearer, and open with their communication, Jeff Lynn ( Seedrs Executive Chairman and Co-Founder ) often responds directly to investors on their discussion pages.

To reiterate, Crowdube will make a decision without polling investors only when the transfer is clearly in the best interests of the crowd investors as a whole.

I am uncomfortable with handing over more rights to Crowdcube as I have struggled with decisions Crowdcube have made in the last six months.

Maybe this could have been resolved if Crowdcube let users opt-out of polls? It would also have been a great way to gauge if Investors want to be polled, or not.

I hope that helps but if you’d like any further information on this particular point, please email me directly.

Thank you. However this discussion is here in case I am missing the point, and perhaps someone on the forum ( maybe a Monzo repersentative ) can explain the actual benefits investors gain, or lose in a clear, and unbiased way.

The nominee company is not regulated in itself, although it is instructed by Crowdcube Capital, a regulated entity with the FCA permission to operate a nominee company. Any instructions to the nominee are, therefore, in accordance with the FCA rules. By changing the terms to be direct with Crowdcube Capital, it makes it clearer which entity is instructing which, and provides an easier route should investors wish to complain about the actions of the nominee.

Yes, my point was how is this change beneficial to investors in comparison to the current setup. Worth noting that it has never crossed my mind that Crowdcube would let a random entity instruct the nominee company. So to avoid further confusion it might be worth sharing the name(s) of the current entity, or entities instructing the nominee company, and how they differ from the new entity.

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I do appreciate your responses, but even after reading the responses a few times I genuinely do not see how these changes benefit investors. All I see is investors losing more rights, while Crowdcube gains the right to do whatever it decides with no recourse.

Again thank you Hannah.

[mttjon]

I only invested in Monzo in the latest round so am already on these new terms. Any other crowd investments I have via Seedrs which seems to have quite different terms. Is Monzo able to do anything to ensure investors should not have to be concerned?

[patrice58]

Is Monzo able to do anything to ensure investors should not have to be concerned?

Well they haven’t done or said much to date…

[duncang]

So, I am really very unhappy with how this whole process has gone down. But my largest worry is this: a bunch of unsophisticated (that’s you and me) investors, who also have no legal background, are asking a customer support representative from Crowdcube (according to her LinkedIn profile she has a total of only 5 years work experience, all of it in customer support) technical legal questions. This person is not a lawyer, and neither is this person an official executive (and thus accountable) member of Crowdcube, or Crowdcube nominees.

The changes seem to have extremely marginal benefit to the shareholders, leaving the exclusive benefit to Crowdcube. @Josh.Lindl had the right idea asking a lawyer friend - and what a response! “You’re being duped”, essentially . I think that to make this above-board the investors, as a whole, really need some legal advice, from an actual lawyer working on their behalf. But while a few investors will see this message here, contacting all investors and reaching some sort of agreement over hiring a lawyer is rather beyond our means.

It seems convenient that Crowdcube will be able to levy fees when, perhaps in just a couple of years, Monzo could go public on the stock market - what level of “fees” would they deem appropriate in such a situation? “Sorry but we’re taking 10%”. Why should the investors sign them a blank cheque? And I’m sorry, the verbal agreement of a support representative posting a message board saying “we won’t be bad” is worth precisely the paper it’s written on. Crowdcube already got paid, and by my recollection it was a lot (A million in the last round?). I don’t think that they need to double-dip.

I am afraid that a lot of people will click yes, blindly and without proper and thorough legal oversight of the terms, and all investors will suffer as a result. Can it be legal to allow people not to seek actual legal advice? Especially when it’s a majority vote situation.

[Hannah_Crowdcube]

Hello @duncang,

To confirm, I am acting as a representative of the Crowdcube team in this forum. Please be assured that all of our responses have been run past both our own and Monzo’s experienced legal teams before being posted.

[Peter_G]

To play devil’s advocate here for a second (and excusing the pun), what I understood from @duncang’s post was that individual shareholders should seek their own independent legal advice. I’m sure that you and Monzo both have your own legal teams, but ultimately each will be working in the interests of each respective company. So I don’t think it’s a bad thing that individuals should, if they are so inclined - and have the means to do so - seek their own advice as the companies are doing?

It might be an interpretation thing, but I don’t think @duncang was suggesting you’d taken these steps, and offered your helpful responses, without making sure they’d been properly cleared first!

On the flip side of the argument, I’m not sure that there’s evidence that Crowdcube (and/or Monzo) are preventing people from seeking their own legal advice should they want it? (At least that’s what I interpreted from “Can it be legal to allow people not to seek actual legal advice? Especially when it’s a majority vote situation.”)

[saf]

So I don’t think it’s a bad thing that individuals should, if they are so inclined - and have the means to do so - seek their own advice as the companies are doing?

It is unlikely to matter if people sought advice as this has been put to a vote with a poll page containing only Crowdcube’s narrative.

Maybe we are missing something obvious, but then again that “something” hasn’t been explained in a way that clicks.

[CarlD]

I think it’s going to be a “No” from me though I can understand some of Crowdcube’s points.

The new terms regarding fees are very unsatisfactory. The wording is too general and unspecific regarding the events that Crowdcube would deem exceptional. If we sign up to this Crowdcube could start deeming lots of services as exceptional in the future. Furthermore, if Crowdcube propose to introduce new costs then it should be laid out, in detail, precisely what those will be. Are they a % of shares for example, of value, a fixed cost, etc? However, I do also think that in a major transaction - say a sale of Monzo shares - then I can understand that Crowdcube does need to charge for this. It would be a non-trivial service to provide and as investors I don’t think this is something we should expect to be carried out as a matter of course for free.

I can also understand that Monzo doesn’t want a future potential sale held up by its Crowdfunders, who contributed much less capital than its major investors, once a deal has been reached. We are the smaller fry here. If the majority of the capital is happy with the price that’s hardly the optimum time for us to start holding up a deal.

Also, with regards to the use of the shares to cover the value of fraud, negligence etc. This makes sense to me. Crowdcube shouldn’t have to suffer costs because of the fraud etc of an investor(s) and Crowdcube using the assets to cover losses for the above is to the benefit of all investors. If an investor commits fraud then our pooled assets go towards rectifying the issue. I don’t understand what the issue is with that? I believe where both the original and new wording state: “Save in respect of the Crowdcube’s fraud, negligence or breach…” this means that Crowdcube will be liable if the fraud is their fault but otherwise not.

Please, if I am missing a key issue then explain this to me as I’d obviously like to know.