David Dicker now claiming his ex-wife’s shares
David Dicker may be the Australian business magnate whose antipodean absence and general low profile we most rue.
The Dicker Data founder and CEO – who looks more like Colonel Sanders with every passing year – upped sticks and moved to the liberal utopia that is Dubai in 2019 because Australia was (even then) an “authoritarian shithole”.
He’s dumped stock to fund the purchase of a private jet. He signs all his disclosure forms from Apartment 702 of Dubai’s pricey Kempinski Hotel. And his main passion these days seems to be getting his Rodin motorcars into Formula 1,which he tried and failed to do last year.
If only for the colourful copy, we should pay him more attention. And what better way to start than with his second, recent divorce and the spot of capital reallocation it’s forced.
David Dicker is a permanent resident of Dubai’s Kempinski Hotel.
At his eponymous ASX-listed hardware distributor Dicker Data, Dicker last week sold 18.3 million shares, citing a divorce settlement. The sale, which presumably netted ex-wife Delwyn Dicker some $200 million, was secured via a Barrenjoey block trade at $10.90 a pop, and represented some 10.2 per cent of the company’s issued capital.
Dicker still owns, his most recent 3Ys suggest, most of Dicker Data. But shareholders needn’t fear any more sales, given he has a six-month escrow on his remaining holdings.
But what are those?
His filings say Dicker speaks for 97 million shares. That includes a “relevant interest” in 55 million shares long held by his other ex-wife. Nonetheless, Dicker Data co-founder and director Fiona Brown “does not enjoy any power to vote in respect of the shares unless she becomes CEO of the company”, by virtue of a bloc agreement entered into in 2010.
The 3Y notices also refer to sections of the Corporations Act that define “relevant interest” as having the right to both vote and sell shares, suggesting Dicker sees Brown’s shares as his in every way that counts.
While the bloc agreement is almost 15 years old, reference to it in Dicker’s director interest statements is relatively recent, having first been made in June last year. And Brown, who files her own notices, doesn’t seem on board.
Three of her 3Ys, the last of which was lodged in December, state that: “Ms Brown considers that the bloc agreement is of historical relevance only [and has] ceased to be legally binding on the parties”. As a result, the 3Y notices explain, she doesn’t include Dicker’s shares in her relevant interests, and doesn’t think he has any relevant interest in hers.
This bloc agreement was discussed in Dicker Data’s prospectus. As described, it bound Dicker Data’s non-CEO founder (that is, Brown) to follow the voting recommendations of its CEO founder (that is, Dicker), while also giving both Dicker and Brown first right of refusal on the other’s share sales and transfers.
Brown clearly views the whole thing as “historical” and thus moot. And Dicker, evidently, disagrees, and told this newspaper last year that if he lost control of Dicker Data he’d “probably leave”.
This is no quibbling dispute. It affects shares worth $592 million, or a bit less than a third of the company. Dicker Data’s annual reports, including the most recent released in February, have long counted Brown as a separate, significant shareholder. And yet, recently, and as he completes his second divorce, Dicker has started prominently telling shareholders all his ex-wife’s shares might as well be his!
We asked Dicker Data if the dispute over who has a relevant interest in the shares had been resolved, and whether Dicker’s escrow applies to the shares actually owned by Brown. We didn’t hear back.
The last annual report also reveals Dicker was, in FY23, a debtor to the company he founded. For example, Dicker Data Financial provided Dicker with $524,968.91 at “arms length commercial rates”, which he had repaid by January 24 this year.
Brown’s transactions with the company were on the other side of the ledger. She advanced Dicker Data a short-arm loan of $20 million at some point during 2023, for which she was paid “commercial market” interest of $398,213.92.
Do you think Dicker could have just asked her for the cash and kept it off the company’s books? Suppose, for as long as he’s claiming her shares, and she disagrees, that’s not really an option.
