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Wise shareholders have voted to shift the fintech’s primary listing from London to New York, as the company saw off an investor rebellion led by one of its co-founders.
Investors at the money transfer company — previously named TransferWise — approved its relisting plan, which will also result in a 10-year extension of its dual-class share structure that gives extra voting rights to its founders, including chief executive Kristo Käärmann.
Wise co-founder Taavet Hinrikus last week urged shareholders to reject the relisting proposal, saying governance changes in the shake-up risked betraying the London-headquartered company’s principles.
Wise’s dual-class structure gives enhanced voting rights to class B shareholders over those who own class A stock.
At an extraordinary general meeting, shareholders owning more than 90 per cent of class A stock cast their votes in favour of Wise’s proposal to relist in the US. Shareholders owning almost 85 per cent of class B stock also backed the move.
Wise needed approval from a majority of both sets of investors. It also needed to secure a “supermajority” of 75 per cent of the value of the stock voted by the two groups of shareholders.
David Wells, chair of Wise, said: “We’re pleased that our owners have overwhelmingly approved the proposal, giving us a strong mandate to proceed.”
Wise, which listed in the UK in 2021 at a valuation close to £9bn, shocked the City of London last month by announcing its intention to move its primary listing to the US in an attempt to attract more investors and improve liquidity in its shares.
The proposal also contained plans to extend Wise’s dual-class share structure, which was due to expire in 2026, for a decade.
This was criticised by Hinrikus, who urged shareholders to block the relisting plan if it was not “unbundled” into a separate investor vote from the proposal to extend the dual-class voting structure.
Hinrikus said Wise had not been transparent enough with shareholders about the extension — but people close to the company countered that it had repeatedly communicated the proposal to investors.
Wise said last week its board “continues to believe the dual listing proposal to be in the best interests of Wise and Wise owners”.
Hinrikus, who co-founded Wise with Käärmann in 2011 and still owns 5.1 per cent of the company’s shares through his vehicle Skaala Investments, also feared the changes would consolidate power over the fintech in the hands of his former business partner.
Käärmann owns an 18 per cent stake in Wise but controls just under 50 per cent of the votes in the company because he holds a significant number of class B shares.
The chief executive would be entitled to more votes were it not for special provisions that cap his votes.
Last week Andreessen Horowitz, the US venture capital firm and a top 10 Wise shareholder, said its position on the relisting proposal was an “enthusiastic yes”.
The controversy over Wise’s proposal to relist and extend its dual-class share structure also involved proxy advisers.
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Glass Lewis, one of the leading shareholder advisory groups, said last week that while it supported the proposal overall, it was “concerned” by the voting rights extension and that it “believes multi-class share structures with unequal voting rights are typically not in the best interests of common shareholders”.
Glass Lewis issued the statement despite previously having backed Wise’s proposal without raising any concerns about the extension.
Pirc, another proxy adviser, urged shareholders to vote against the proposal.