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Was this the first time OnTheMarket considered demutualisation?


An initial public offering (IPO) may have been on the mind of Agents’ Mutual chief executive Ian Springett as early as January 2016, court documents show.

The judgement transcript from the Competition Appeal Tribunal hearing between Agents’ Mutual and Gascoigne Halman makes interesting reading, given the demutualisation announcement on Friday.

It shows an IPO was suggested by Springett at a meeting with Countrywide, LSL and Connells.

The “genesis of the meeting,” the transcript shows, was Paul Smith of Spicerhaart who said in emails to Springett that the “corporates” – Countrywide, LSL and Connells – had “appeared to be expressing greater interest in OnTheMarket”.

Springett’s notes of the meeting, which took place on January 21 2016, were revealed in the transcript.

It shows that Alison Platt from Countrywide, Ian Crabb from LSL and David Livesey from Connells were in attendance.

The notes show Crabb queried the “routemap to the ownership model needed”.

Springett’s notes show he said the firms would need to disinvest elsewhere, enter into a contract with Agents’ Mutual and have a “conversion” clause in the event of the company moving to “limited by shares”.

Springett’s notes also show suggestions that “as a publicly quoted business, potential market cap could reach several £bn”.

The notes later say that an IPO of “say £500m” could see equal shares issued to current members, with a further capital raising.

Relaying the notes, the transcript said: “Each current member holding would have paper value of £100,000 after dilution of their stake to 60%. Some of the shares used to raise capital, others to meet conversion from loan notes, others to incentivise further key firms (ZPG partners).

“Further agents joining OTM are just customers.”

The transcript later goes on to say that the other witnesses didn’t accept the accuracy of the note.

Click here to read the judgement transcript

Notes of the meeting start on page 74.

The actual flotation announcement was different last week.

OnTheMarket plc will seek to offer a minority stake to investors, raising around £50m of new equity capital, which will be used to fund growth and to support a heavyweight TV, digital and print media campaign.

Currently the members have one membership interest per firm but, following the reorganisation into OnTheMarket plc, these firms will receive ordinary shares reflecting, amongst other factors, the aggregate amount of fees they have paid in order to list on the OnTheMarket.com portal since its launch in January 2015.

In order for the IPO to proceed, members must first vote in favour of converting their existing membership interests in Agents’ Mutual, a company limited by guarantee, into ordinary shares in the new company, OnTheMarket plc.

This vote is expected to be held on September 6.


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Source:: Was this the first time OnTheMarket considered demutualisation?