Some of the companies on our platform issue shares to investors via a nominee. We have put together this guide to explain what this means for you.
How does the nominee structure work?
Rather than issuing the shares to you directly, the shares are instead issued to a nominee company: Crowdcube Nominees Limited. The nominee is named in the company’s register of shareholders and will be the legal holder of the shares. The company will communicate directly with the nominee and but may also send you updates directly.
The nominee will hold the shares on trust for you, the beneficial owner, and Crowdcube will administer the holding on the terms set out in the Investor Terms to safeguard your rights and entitlements.
You should read the legal review which will be attached to the email you are sent after the pitch closes to investment and the Investor Terms, which apply to every investment.
How does voting work?
If we need to get investors to vote on a matter, Crowdcube will poll all Crowdcube investors in that company electronically, and instruct the nominee to vote in accordance with the wishes of the majority of investors who respond. We work out the majority according to how many shares the responding investors hold, so for example, if:
- the nominee holds 100,000 shares on behalf of Crowdcube investors;
- the beneficial holders of 60,000 shares respond; and
- of these, the holders of 54,000 shares (94% of the shares held by the respondents) indicate that they want to vote for the resolution,
then the nominee would vote in favour of the resolution with all 100,000 of its shares (including those held on behalf of investors who did not vote or who voted against).
Will I get pre-emption rights?
Where the company offers its shareholders the opportunity to exercise pre-emption rights, Crowdcube will make the nominee’s allocation of shares available to you and the other investors via a private pitch on Crowdcube.
What happens if the company is sold or pays a dividend?
Returns on your shares (e.g. dividends or the proceeds of any sale) would be transferred to you by the nominee. In these circumstances, you would be asked to confirm your bank details.
Will my investment still be eligible for EIS/SEIS?
Provided the company, the shares being offered and the investor meet all of the requirements to qualify for EIS/SEIS, the fact that the shares are held by a nominee will not affect EIS/SEIS eligibility.
How do I know if my shares will be held by a nominee?
If the shares are being offered via a nominee, this will be noted in the “Share Types” section of the pitch page and the legal review/explanatory note attached to the pitch. Your portfolio will also note how the shares are held.