Forum Topics WTC WTC The Maree-Wise Deal

Pinned straw:

Added 12 months ago

I love the AFR. But its recent "go for his nuts" approach to playing the man, not the ball (pun sort of intended ..) is starting to get to me a bit once the initial public service of raising unseen/unknown red flags outlives its usefulness. In my view, the relentless desire to find ANY fault with every and anything starts to dilute the importance of investigative journaling. I am feeling this way the more I read Joe Aston's book on Qantas, for example - it has got way, way too personal vs Joyce.

Unless of course, there is an angle to the announcement which I haven't quite seen, hence this post/question.

This was an extract of the AFR's take on the WTC announcement on Fri where Maree Isaacs sold a chunk of her shares to Richard with a somewhat funky deal stretching out 7 years.

I read the announcement and my immediate reaction was (1) good for Maree (2) Richard is committing himself to more holdings and a somewhat orderly drawdown vs flooding the market or selling a block to another investor who could cause turbulence in the WTC book (3) how Richard pays Maree is a matter for him/them. This is, for all intents and purposes, no different from how one fund sells a block to another fund and deals with the funding/settlement issue - the Board notes the change in shareholding, however the deal is structured, and everyone moves on.

So this AFR take surprised me. I am wondering why, as a shareholder, should I be concerned with this, beyond the above. Its a shareholder to shareholder sale, no doubt both are insiders. But it is still a matter for them and I can't quite see how the Board should be concerned with this. The fact that the numbers are big does not change it for me. Is the AFR, or specifically, Mark di Stefano, trying to make news where there is none to be made?

Wondering what everyone's take on this is and if I am missing something blatantly obvious here. Am doing this to try to sharpen my read of these sorts of announcements, particularly after the recent spate of corporate governance drama's.

Discl: Held IRL

Extract of AFR article only:

This statement is fascinating for its lack of detail. What’s with the indeterminate amount of time? Is there a nominal value? Is the volume-weighted average price calculated by the share price movements of the previous quarter, or for the entire preceding period? Does Isaacs get more money if WiseTech shares go up? Or down? Is White making a killing off this or isn’t he? Do either of them even know?

Shareholders may want to ask because the numbers underlying the deal are so damn big. Isaacs held 8.17 per cent of RealWise, which in turn owned 37.43 per cent of WiseTech’s shares.

Deducting the upfront cash Isaacs received, White should at current market prices owe her roughly $1 billion. To settle that debt, he’s committed to pay her quarterly instalments of an unfixed amount, for an unspecified period. Isaacs is effectively taking on White’s credit risk. Think of it as a loan. A mystery $1 billion vendor loan taken out by the LinkedIn Lecher.

The terms should be of paramount importance to anyone invested in WiseTech’s success. White isn’t the CEO any more, but he is still easily the largest shareholder and remains a salaried “consultant” reporting to the chairman. Now he has a $1 billion commercial arrangement with a board director, which will be paid off, presumably, by further share sales (White’s been a monumental seller of late, including to pay for his divorce). How has all this not been clearly enunciated by the company?

lankypom
Added 12 months ago

I too think the AFR is conducting a witch hunt against Richard White, simply to generate controversy where none exists and - presumably - to attract the kind of readers who find this kind of mud-flinging interesting .

This was how the SMH reported the transaction:

Isaacs said: “I am extremely grateful to Richard for his work and leadership in creating WiseTech. After 30 years of helping to build WiseTech, I was keen to start to unlock and realise some of the value in the WiseTech shares I hold through RealWise Holdings Pty Limited.

“We are both excited about WiseTech’s future growth opportunities and continue to be as driven as ever on achieving WiseTech’s global growth ambitions.”

In the transaction, Isaacs will sell her 8 per cent interest in RealWise, which controls the original shares owned by both the co-founders, to White, giving him full control of the 38 per cent WiseTech stake that RealWise controls.

Isaac, who rarely speaks to the media, will remain owner of her share rights in the group relating to her executive role with WiseTech.

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Slomo
Added 12 months ago

Agree @jcmleng and @lankypom, this seems more focused on getting clicks by than doing any real investigation or analysis that would interest an investor or analyst.

Also appears to be part of a broader trend to knock down the tall poppies that they helped in part to build up.

Even more so at MIN, although there's a lot more manure for them to mine over there.

The plans seems to be keep putting these sort of stories in the paper, daily if possible, until the clicks reduce to a level where it's no longer titillating enough readers.

I'm just as guilty of clicking in this as I read stories in the Fin about any companies I hold.

I actually feel like I have benefited from this where I feel like I understand the business well enough to buy when the market it saying sell.

Still, it seems to be part of the 'enshitification' of the media in general which shows no sign of slowing down...

All the better for Strawman members who can share and build enough common knowledge to help find the signal amongst all the noise.

Disc: Held.

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mikebrisy
Added 12 months ago

I’ll not dignify the salacious nature of the AFR article with any comment and restrict my remarks to the substance here.

First, Maree is a cofounder and her remaining Performance rights are an immaterial holding given what she has just sold. So, for all intents and purposes, this is a founder exit.

The disclosure lacks detail. The shares are now held by RW. RW now has an obligation to pay for those share in quarterly payments over up to 7 years. While the release indicates to me that payments will be determined by the SP over each quarter for the volume of shares relating to each payment, it is unclear to me whether there is a minimum payment in each quarter (in terms of number of shares being paid for) because the use of “up to” only implies to me that RW can accelerate the payment schedule.

Real Wise holds 37.43% of $WTC, and Maree’s 8.17% is 3.06% worth $1.3bn at Friday’s close. So her up front payment of $285m is about 22% of the value (assuming the other assets in Real Wise are relatively immaterial).

So, it seems that Maree and Richard had some arrangement whereby if Maree ever wanted to sell out, Richard would get first refusal, with the option to do a structured arrangement, so he doesn’t need to stump up all the cash at once. Such an arrangement might even have been written into the shareholders agreement or constitution of Real Wise - pre-emption clauses are not an uncommon thing.

Ultimately, even though Maree no longer has the voting power of these shares, she still has a progressively declining but for now significant economic interest in the performance of $WTC over the next 7 years.

From Richard’s perspective, he has one fewer stakeholder to align on any key decisions, and although 3% voting power doesn’t seem much, it must be understood as a marginal 3% towards a remaining gap of the 50% he needs to control the company. There are other long term holder individuals like Charles Gibbon (5.23%, Board Member) and Michael Gregg (3.02%, Retired Board Member), so if these remain aligned with RW, then he only needs to have another 5% behind him to essentially be in control.

Another implication is that it should put at rest any question that Richard’s sell downs have been due to a desire to reduce his exposure to $WTC. He’s just added back a couple of years worth of selling down!

The market seems to be OK with this, too. Given that Maree’s sell down was to Richard, I am too. It doesn’t affect my willingness to buy back at the right price.


Disc: Not held, on watch list.

27

thunderhead
Added 12 months ago

I don't find anything nefarious about this at face value. It is an unusual transaction to be sure, and as @mikebrisy mentioned it is effectively a founder exit, though a lot less consequential than if RW himself headed for the stage doors.

The only Q is - how will Richard pay for it? Surely the easiest and most obvious option is selling WTC shares, though I don't know if he has a spare billion lying around that he can parlay over seven years instead.

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Chagsy
Added 12 months ago

that billion was spent on houses for mistresses, compensatory gifts to his wife, lawyer's fees and dildos hidden in flower arrangements

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mikebrisy
Added 12 months ago

@Chagsy … that’s gets me to about $50m, unless the price of flowers has gone up a lot … but I think that bubble was several centuries ago.

Still, someone paid US$6.2m for a banana duct taped to a wall a week or two ago. So, who knows.



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