I hope they utilise the tech and improve their own app off the back of this.
I think history teaches us that legacy banks usually either disband the more modern tech or dumb it down to their own level.
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Yes, I was wondering what it means for shareholders. I was looking for an update on this but nothing has been mentioned so far.
I didn’t put much in either.
If being brought out, erodes the shares, it begs the question about investing in new companies. I appreciate that investing comes with risk, they could have gone bust. I’m thinking of in general not just specifically Curve
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Just had an update from Crowdcube. It’s not good. No money returned to crowdfunding investors.
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Can you paste it?
Yep, I just got the same email. Disappointing really. Thankfully a small loss in my case.
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I doubt it’s confidential at this point but I’d rather not paste it in its entirety. Essentially it boils down to no money for anyone holding shares in either round via crowdcube and there was no requirement for crowdcube to provide consent to approve Lloyds acquiring Curve as other shareholders voted in favour and passed the required threshold.
Same of course. Disappointing but at least I only invested a small amount.
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I Imagine some people that invested large amount will now be looking at legal options?
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IDC Ventures, Curve’s largest external investor with 12% of the shares, says in a statement: "IDC Ventures remains deeply concerned about the conduct of Curve’s management and board during the current sale process. Issues regarding the company’s governance and ownership are disputed, and IDC is reserving all legal rights pending further developments.
"IDC Ventures alleges that a small group of directors and investors, notably Curve’s CEO Shachar Bialick, board members Tomer Jacob of Hanaco Ventures and Lord Fink, and certain other directors including and Tom Bradley and Cuong Do, facilitated corporate decision-making to entrench control and override shareholder rights.
"It is a matter of real surprise to shareholders that Lloyds Banking Group, a leading UK institution, would contemplate proceeding with a transaction that IDC believes is not in the best interests of the company or its shareholders. As such, IDC does not intend to support the proposed sale and does not believe that it is capable of being implemented without its support.
Oof.
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Do you think that IDC will go the courts?
The letter is on Reddit
Please see the attached update from CURVE OS GROUP LIMITED along with the message below.
You have received this communication because you are an investor in Curve OS Group Ltd (referred to as “Curve” or the “Company”) (Company number: 13619624) and your shares are held on your behalf by Crowdcube Nominees Limited (“Crowdcube Nominees”). Crowdcube Nominees is circulating this communication to inform you of a significant corporate action concerning your investment in Curve.
What is happening?
Nearly all of the Company’s assets are in the process of being acquired (the “Sale”). The Company has entered into a Share Sale and Purchase Agreement (the “SPA”) with Lloyds Banking Group (the “Buyer”). Due to the agreed valuation of the acquisition and the structure of the company’s capital table (the hierarchy of shareholder returns, including preference shares), at closing, Crowdcube is not expected to receive any proceeds from this sale to distribute to nominee investors in Curve.
Depending on the investment round and year, Crowdcube investors hold either Ordinary Shares or B Ordinary Shares in the Company. During an exit event, the proceeds are distributed according to a strict hierarchy known as the distribution waterfall. In this hierarchy, certain investors, typically those who participated in later funding rounds (e.g. institutional funds), may hold Preference Shares which grant them a Liquidation Preference.
This means they are contractually entitled to receive their investment capital back (and sometimes a multiple of it) before any money is distributed to Ordinary Shareholders, like those who invested via Crowdcube.
In this acquisition, the purchase price is only sufficient to satisfy the claims of some Preference Shareholders. The transaction proceeds are anticipated to be allocated among:
• Certain private and VC/Corporate investors
• Members of the company’s management team including the Founder
The residual value will be zero once these prior claims are settled. In practical terms, this means that your investment in the Company through the Crowdcube Nominee will not result in any financial return and should be considered a loss.
Consent and Process
Crowdcube acts as a nominee on your behalf. In this instance, the Company successfully reached the requisite shareholder consent to approve the acquisition, meaning the transaction was approved by other majority shareholders.
As such, Crowdcube’s specific consent was not required. No action or vote was required from our underlying Crowdcube investors.
Hanaco Investment Round
In 2024, the Company completed a funding round that introduced an additional class of dilutive Preferred Shares, carrying higher liquidation preferences than the existing preferred classes. These Preferred Shares were offered to a select number of investors which include Hanaco and other existing Shareholders who had pre-emption rights.
The Company has confirmed that Crowdcube’s nominee investors were not able to participate. These new Preferred Shares further extended the priority stack ahead of the Ordinary Shares held by Crowdcube investors.
Company Statement
“Since its inception, Curve has sought to simplify and reimagine the way people manage their money. From our first product - an app bringing multiple cards together in one place - to becoming a leading digital wallet and the primary challenger to Apple Pay in Europe, Curve’s growth and resilience have been made possible through the ongoing support and belief of our shareholders and early backers.
We recognise that the value of this transaction falls short of the ambitions we all held for Curve, and we share the disappointment some of you may have in this outcome. The Board, having carefully evaluated all viable alternatives in line with our fiduciary duties, believes this transaction represents the best available path forward for Curve’s creditors and shareholders as a whole. It not only provides immediate stability but also preserves and unlocks potential for the business, its employees, its customers, and its mission to thrive under the backing of Lloyds Banking Group, leveraging their global reach and resources to scale innovations we pioneered together.
On behalf of the Board, I would like to express our sincere gratitude for your commitment and trust throughout Curve’s journey. Your support has been instrumental in building a company whose innovation and impact will now continue - and expand - on a larger stage.
Chair, Board of Directors”
Tax Implications
As a result of the transaction, there may be implications for your personal tax position, potentially resulting in a capital loss. We strongly advise you to seek independent financial and tax advice to understand how this event impacts your personal circumstances, including any potential capital gains or losses reporting.
If applicable, you can claim loss relief either in the tax year when you realise the loss or the following tax year. Please seek advice from a qualified tax advisor if you are unsure of your eligibility to claim this relief.
Next Steps
The acquisition process is now moving to completion. We will update you again once the transaction has formally closed and the administrative process of transferring the shares is finalised. No immediate action is required from you. We understand this will be disappointing news, and we remain committed to keeping you informed of all significant events relating to your investments.
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I hope they win, I’m pretty miffed at how this went down.
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My wish too.
I don’t think they will win because the value of the business is what Lloyds paid, Curve alternatively could’ve gone bust and nobody got anything anything, so Lloyds bought what they could.
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Well it looks like investors lost regardless so if they went bust that would mean no payday for the founders and secured investors and they would be in the same boat as everyone else.
I dont think the legal action will work but they only have lawyer fees to lose.
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I think you’re possibly looking at this from the wrong angle, it’s not so much what Lloyds paid, it’s the actions behind the sale from Curve’s board and how later rounds of investment are allowing one group of investors to profit, while the rest loose all their money.
My beef isn’t with Lloyds, although how much they knew and still proceeded isn’t great.
Yes, they could have gone to wall and I’d have lost out.
My concern is this acts as a big disincentive to invest in other start ups. I accept the risk of a company going bust but if a company gets brought out and it means you still lose everything, then what is the point. This has, in my opinion, damaged crowdcube. I can’t ditch them as I have other investments through them but I’m not sure I’ll ever invest through them again.
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