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#The Maree-Wise Deal
Added 3 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?