A businessman who has ambitious plans to become a long-term strategic shareholder in OnTheMarket has written an open letter to stakeholders in the property portal regarding the “past, present” and what he believes is the “possible future of OnTheMarket plc”.
Brett Stone says he has carried out in-depth analysis of the OnTheMarket business model and has identified significant areas for growth. But so far, his proposals for the portal have been rejected.
Stone says he and entities under his control and direction currently own zero OnTheMarket shares due to what he describes as “the serious issues with OnTheMarket’s current business model and board, their apparent short-term approach, lack of candour, and insufficient alignment with members, shareholders and consumers”.
Stone says his October 2022 proposal to OnTheMarket, subject to due diligence, being put to and approved by shareholders, would have resulted in “a newly formed private entity” under his direction becoming a long-term strategic shareholder to OnTheMarket, “similar to how Blommenholm Industrier is to Schibsted”.
Open letter to OnTheMarket stakeholders
30 January 2023
Dear OnTheMarket stakeholder,
OnTheMarket’s Agents’ Mutual was incorporated 10 years ago today, to save estate agents money advertising their property listings.
Collectively, estate agents now pay more than twice as much to Rightmove, Zoopla and OnTheMarket (OTM) than they did to Rightmove and Zoopla before OTM started.
Property transaction experiences have not materially improved for estate agents or consumers in the United Kingdom either, due in part to a lack of innovation and investment by all three property portals.
I am writing to you because I believe:
- OTM’s current prospects and intentions do not match the story being portrayed to you by OTM’s board, which is led by Christopher Bell (non-executive chairman); and
- OTM requires change to deliver material benefits for members, shareholders and members’ customers in the months and years ahead.
These two opinions have been formed after:
- carrying out an in-depth and wide-ranging analysis of OTM, its global peers, operating environment and the whole property commerce category;
- conversations with OTM’s shareholders, members, member’s customers, advisers, employees and other industry stakeholders; and
- two decades working in and on marketplace and information businesses and solving problems for companies’ stakeholders.
The aim of this letter is to request your input, ask for your help and inform you about:
- The current situation
- My interest and actions
- Bell, Tebb and the board’s actions and interests
- Some non-member shareholders’ interests
- Possible next steps and how you can help
The current situation
From next month, I understand that:
- a significant number of the 3,039 estate agent branches that signed listing contracts before OTM’s initial public offering will be able to cancel their contracts for the first time in five-years; and
- members will be able to sell a significant number of shares for the first time in five years from 09 February 2023, due to the expiry of initial public offering share lock-in agreements.
OTM made no reference to these two important events in their 25 January 2023 trading update, even though they could significantly impact the future of OTM.
Members own approximately 45 million shares, although not all will be released from their lock-in agreements on 09 February. OTM has not disclosed the exact number that will, as far as I am aware.
Over the last three months, I have met with estate agents big and small to understand their views. Each has a unique set of circumstances, but the majority are seriously questioning whether it is worth continuing to pay to list their properties on OTM.
Why? 1) OTM has failed to deliver on its founding mission to rebalance the power between agents and Rightmove and Zoopla; 2) OTM lacks scale and has significantly underperformed; 3) rising interest rates, high inflation and property market uncertainty makes OTM an increasingly unnecessary expense.
1) OTM has failed to deliver on its founding mission to rebalance the power between agents and Rightmove and Zoopla
Since OTM was founded, Rightmove has:
- increased its top line 2.5 times;
- taken £2.03 billion in cash from the industry (excluding 2022);
- spent £1.16 billion on dividends and buybacks (excluding 2022); and
- delivered a 76% underlying operating profit in 2021.
This means collectively agents are now paying significantly more for Rightmove, Zoopla and OTM than they did to Rightmove and Zoopla before OTM started.
2) OTM lacks scale and has significantly underperformed
- 47% decline in OTM’s share price from 31 December 2021 to 30 December 2022;
- 185 less agent advertisers from January 2021 to July 2022, making OTM less appealing to consumers.
- declining traffic growth relative to Rightmove, and Rightmove has approximately nine times more traffic, making OTM less appealing to members; and
- a not insignificant number of OTM leads appear to be spam, wasting agents’ time and inflating lead numbers.
3) Rising interest rates, high inflation and property market uncertainty makes OTM an increasingly unnecessary expense
My interest and actions
On 03 October 2022 I sent a friendly proposal to OTM’s board.
Its purpose was to deliver material benefits for members, shareholders and members’ customers over the next 12 months and over the next 25 years.
My proposal included the offer of new capital, putting OTM on a similar financial footing to Rightmove and Zoopla, and a commitment to:
Members to…
- cap member listing fees at a fair level in perpetuity;
- retain and improve members’ influence;
- increase spending on marketing and agent onboarding;
- invest in new products and services that benefit members and members’ customers;
- hire additional talent with digital product and marketplace expertise;
Shareholders to…
- keep OTM listed for all shareholders to be able to buy and sell shares at will;
- keep OTM listed for all shareholders to benefit from future value created;
- provide an opportunity for members and shareholders to invest more capital if they choose;
- buy back shares from shareholders who require liquidity;
Employees and the board to…
- raise all employees’ wages by 10%;
- guarantee Tebb’s employment; and
- retain Bell as non-executive chair.
And, I would join OTM’s management team full-time, in a strategy and business development role, after completion of an investment.
My proposal had something for everyone, disadvantaged no one and benefited all stakeholders, in my considered opinion.
Bell, Tebb and the board’s actions and interests
Christopher Bell (non-executive chairman) and the board’s response has been that they have no interest in receiving or discussing any proposal of any kind.
Today, Jason Tebb (chief executive officer) said he would be willing to meet, but not until the 20 February 2023 or later.
Why would Bell, Tebb and the board wait nearly five months before being willing to spend any time discussing a proposal with me, that could deliver material benefits for all members and shareholders?
My guess is that they:
- like the lack of accountability that the current highly fragmented share register provides; and
- their interests are not aligned with members or shareholders.
OTM has lost ground to Rightmove, in 2022 OTM’s shares declined 47%, and:
- Bell received a 10% pay rise to £110,000 in a non-executive role;
- £401,000 was paid to Tebb in the year ending January 2022;
- 2.37 million options were issued to employees, equivalent to 3.13% of shares in issue;
- 1.52 million options have been issued to Tebb since December 2020; and
- 720,224 options were issued to Tebb in 2022.
My understanding of the current OTM plan under Bell is to:
- underinvest in OTM’s member listing service, teams and products (OTM spends less than £30 million operating its portal, while Rightmove and Zoopla both spend around £80 million*);
- promise ‘tech tomorrow’ to justify fee increases, with no clear business case that I am aware of;
- increase fees to existing members and pay themselves well in cash and options;
- not be candid with shareholders and members about the performance and prospects of the business or the risks; and
- return any (if any) excess capital to shareholders (as of 31 December 2022, OTM reported it had £10.4 million of cash, £300,000 less than 23 months earlier and a fraction of that available to Rightmove and Zoopla).
The current plan is short-sighted, not good for members, and fundamentally flawed in my opinion for three key reasons:
- OTM is not at scale and does not have the market power of Rightmove or Zoopla – OTM needs agents more than agents need OTM;
- it is resulting in the loss of estate agent advertisers and a declining share of traffic relative to Rightmove, making OTM less valuable to members and consumers; and
- returning capital when approximately 60% of OTM’s shareholders are members is irrational. Members pay fees, then receive a taxable return of capital. Why not just let members keep more of their own money and pay less tax by charging lower fees?
*Rightmove and Zoopla are both well-established brands with stronger market positions and could arguably spend less than OTM, however Bryant (Zoopla) and Brooks-Johnson (Rightmove) are both savvy, realistic businesspeople who create value for their shareholders.
Some non-member shareholders’ interests
A minority of shareholders who are not members have suggested I should try and take OTM private, meaning new capital goes to them rather than to improving OTM for members, consumers and employees.
I do not believe a take-private makes sense for OTM and does not interest me. Why?
One of the things that makes OTM special, is approximately 3,600 hard-working estate agencies own approximately 45 million OTM shares.
To take OTM private would:
- deprive members and shareholders of the ability to freely buy and sell their shares on a public market, based on their own circumstances;
- deprive some shareholders and members the ability to share in any future value that might be created; and
- likely create bad will with some members and accelerate OTM’s decline.
Some non-member shareholders have also told me that they think OTM should:
- keep increasing fees to existing members;
- focus on margin expansion as opposed to developing OTM’s teams, products and relationships; and
- return capital to them (and other shareholders), following Rightmove’s playbook.
For the reasons already explained, I do not believe that this is a viable or credible plan for OTM.
Next steps and how you can help
Before deciding if it is worth the time, capital and scar tissue dealing with Bell, the board and others, I wanted to share the above with you and get your input and views.
If you want to help make OTM better for you and other stakeholders, please share your thoughts with me on anything you think is relevant and:
- If you are happy with OTM today?
- If you are happy with the current market dynamic?
- If you would like to see change?
My email: otm@bnstone.com
Next steps (if any) may include me requisitioning a general meeting with your support to remove Bell from the board and appoint me and/or others, to make the future better than the past for all stakeholders on an expedited basis.
Thank you for taking the time to read my letter and I look forward to receiving your email.
I will write to you again once I have received and considered more views.
Yours sincerely,
Brett Stone
EYE has contacted OnTheMarket for comment.
Gosh haven’t looked up Mr Stone to view previous performance records, but looks like a hijack to me.
Some good points made. Sure OTM will take those onboard.
Feb 2023 is pivotal then going to be an interesting watch, but my hope is agents stick with it.
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It’s a website for New Builds, Lettings Add-Ons and stupid ****** features which allow buyers to enquire about stock you haven’t got.
They should have 100% concentrated on driving buyers to the portal and increasing the quality of leads. (Both Valuation leads and Viewings).
It’s a sad fact, RM has just carried on appealing to house hunters, and whilst they too deliver their fair share of ***** leads, I don’t get leads about stock not on the market or valuation requests from buyers on property they are looking at (that happens for us!).
I doubt 2023 will show too much of a drop in stock on OTM because:
1. There isn’t that much stock and 2. OTM will offer incentives (FREE) to keep stock on.
A tweet to me this morning said, someone had a Free to list deal, but dropped them as even Free wasn’t worth the **** they send!
OTM fans will now jump in… but 10 years later… I think many have served their time and if in 10 years they are still “No.3” then… urgh, and not a dividend in sight.
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Carpetbagger.
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I had an interesting phone call with a Relationship Director at OTM last week, a little late I think. We’re leaving in a few weeks when our 5 year term is up and he wanted to know why.
I told him we’re leaving because we signed up and supported them in trying to get rid of the others and have one portal owned by us, the agents that pay into it. With an awful name they did so well. Ian Springett knocked it out of the park in getting so many agents to sign up and spend their hard earned cash and drop one of the big two. Then they floated and let everybody go back on Zoopla (or Rightmove for the very few that were brave enough to drop them instead), unfortunately a lot of people went back, so then we had three portals instead of two, great, and not what we signed up for!
In the conversation though I said there’s still a huge appetite to do what they set out to do, and I think there’s only them that could do it. ‘On The Market’ isn’t a portal name, it’s a term. We use it all the time in our industry, then we had to try and differentiate between saying I’m calling about putting your house on the market, and saying we advertise your house on On The Market, it just didn’t make senses and it’s certainly not a name that sticks in peoples heads, because it’s a term, not name.
With the very quick failure of Boomin I doubt we’ll see anybody else trying to create a new ‘we’re going to topple Rightmove’ again anytime soon. I also think if anybody else came along and said we’re going to start an agent owned website and to join you have to drop two of the now three portals and give us some money, we’d all sigh and carry on with our day.
But, THEY could do it, just a re-brand, tell everybody to the portal they dropped before and went back to, absolutely commit to saying we’re going to be the number one and if it doesn’t work this time we’ll throw the towel in, and they’re not starting from nothing this time, easy.
We’re all stuck now, we don’t want to just have Rightmove, but what’s the point of three portals that we’re all paying? Yes we need some competition otherwise RM will have it all their own way of course. We, our company, won’t be paying anybody else though and the reason OTM existed has gone completely now.
Seven years in and clients I meet mostly still haven’t heard of ‘On The Market’, because it’s a term, I think I’ve said that. The name was awful but even with that they did so well, then caved in – new name, something that people hear once and remember, a re-brand isn’t so hard is it? Put it out to the shareholders, the agents, run a campaign to come up with five names say and put them to the vote.
I reckon there’s still a huge appetite to have what they set out to do. We’re all so disappointed it didn’t work, but it was close and it still can work, but only by them.
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Sorry but an American private investor with no agency experience wants to take over and turn OTM around?
COUGH – Boomin anyone?
Jason has agency experience, has listened and took a loss-making business into profit in two years. Cmon!
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Thank you for your comment ScottL. The article is mistaken, I was born in the UK, have spent the majority of my career in the UK and I am based in London.
My proposal was not a take over, it was the offer of more capital and additional complimentary expertise to deliver what agents have told me they want faster and to more of them.
Regarding Jason, I agree he has great agency experience, and with the right board, team and support could be great for agents, agents customers and OTM.
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I have seen considerable effort, innovation and progress since Jason Tebb joined OTM.
We receive a good number of leads from OTM at substantially less cost per lead than RM.
I’m optimistic that OTM is on the up and I certainly think it’s worthy of support from agents.
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I only speak as I find, something Mr. Carnegie advises against. Jason is achieving good things and has overcome the petulance of the early years of OTM where there was an unnecessary and damaging relationship between Mr. Springett and Mr. Chesterman that meant the two never worked together as they should to achieve what they should.
OTM now has more to offer agents than Zoopla and are more able to make changes than Zoopla who have to contend with legacy software trying to replace the legacy systems of GMGPS/ PSG and now lacking mostall of the domain knowledge that would make the project possible.
I rate OTM ahead of ZPG in both appeal to agents and prospects for the future
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Have to agree Robert and very much the same thinking here. We have to support a portal that at least has ownership from a core membership of independent agents.
Relying on entities which can increase fees and charges with impunity or up-sell products & add-ons which becomes integral to the agents business workings, means many of us end up with a type of horrific Stockholm syndrome!
Supporting a workable portal that is led by independents is surely worth getting behind. If OTM can encourage more agents to join the portal all the agents using OTM used the ‘Only with us’ tool, the consumers will slowly catch on and enquiries will increase.
We’ve seen enquiries increase steadily as OTM have attracted new agents to the platform (we’re in the Midlands) and we’re going to continue pushing for more agents to join the portal whenever we can.
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100% agree with this^.
The problem isn’t the board, the problem is agents not uniting behind what is (now) a very real competitor.
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If running a portal was easy, Boomin would’ve nailed it with their millions of Marketing spend last year, instead they went bust. OTM had a choppy few years under Springett let’s face it, I never trusted him and thus never trusted the brand but Jason has turned the business around. it feel like it’s on the up as Robert has said so why change over now to someone who (i’m assuming) doesn’t know our industry? What are this man’s credentials? Can he make the case for why he understands agents over someone who is one?
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Thanks for your comment Agent-Wales. I agree with you 100% it is not easy. I was offering capital, expertise and help (not just me) to help Jason and OTM win.
What seemed strange to me is that the board would not even want to explore how that could benefit OTM or you.
You are also right that I do not know the estate agent business as well as you. However, OTM is a classifieds, advertising, information and digital media company – in these areas I can be helpful, if my help is wanted.
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No true understanding of our marketplace, yet an arrogant supposition he can ‘save the day’- how many American businesses have entered the UK real estate market with bold claims and (let’s say) questionable results? If portals are so easy to succeed at, then why are there around 30 failed attempts over the last decade?
His rhetoric is very ‘pro agent’ but make no mistake- people do not want to seize control of a business just to be the ‘good guy’- there will be an ulterior motive here to massively grow capital (by any means necessary) and then exit or to strip it of its assets.
The sheer arrogance of someone with no profile in our sector (or the UK for that matter) effectively demands a crack at taking over the business- and he’s surp[rised by their response (or lack thereof)- I probably would have deleted his email and blocked him.
I am not an OTM agent, but what Jason has achieved in the last couple of years has, in my opinion, been fantastic. Had he been at the steering wheel at the start, I might have bought into OTM and its journey & aspirations.
The fact is, however, that portals have lost their superpowers in recent years. They absolutely serve a purpose, but many agents are now growing their businesses and delivering leads as well through direct activity across social media and through their private websites. RM, Z & OTM deliver the public enough- easy to navigate portals with a decent amount of stock.
The suggestion that any portal can grow the market shows how uninformed Brett really is- portals don’t create the market, they serve it. More portals just mean leads being spread across more sources or repeated both at an additional cost.
Rightmove’s god-like status has been enshrined by its successful navigation of covid and even its early ‘foot in mouth’ strategies and closed market conditions didn’t ultimately break the skin. They continue to ride the market safely ensconced in the psyche of the British public. Rightmove has joined the likes of hoover etc- a brand becoming a byword for property searching/portals.
Im not sure who this guy is but all of this stinks of desperation and hidden agendas.
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There is a mistake in the article. I was born in the UK, spent my career in the UK and am based in London.
I am very happy to learn more about your market place to add to what I have already learned. My intent is to help Jason, OTM and agents win, and over the long-term generate fair margins.
As I said in my letter, I was willing to make a firm commitment to cap fees in perpetuity, so you did not have to take my word on intent.
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I cannot see how this benefits agents one bit, won’t this just end with us losing our majority-ownership of OTM?
Look, imo Springett left a mess behind and some of that stench still lingers today, which this “investor” is using as capital but who is he?
Why should agents trust him? Was he an agent? Does he understand the UK property market? Doubt it, otherwise he’d be making the case for why he gets it.
There’s a lot of empty promises in this letter imo and I see no reason to trust it and can’t see how it benefits us one bit. All it looks to me is like a takeover of an agents portal all the while telling agents it’s in their best interest, where have I heard that one before??
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Thanks for your comments nick.watson.
No, I have never been an estate agent, but OTM is a classifieds, advertising, information and digital media company. My understanding is Jason knows the agent space very well, and my background and experience is complementary to his.
On empty promises and benefits, I would be happy to put them in writing before investing, so you and agents can hold me to them.
On majority ownership, agents would own the same number or more shares (45 million) under my proposal and collectively retain around 25-30% allowing them to prevent anyone taking OTM private.
If agents start selling next month when their lock-ins expire, the collective agent shareholding will fall. Plus, the board issued options last year to Jason and others equivalent to 3.2% of the company. Meaning in a couple of years, it is likely OTM will not be majority owned by agents anyway.
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Although RM has not been knocked, I know of a few agents that used OTM, to drop RM. I dropped RM for 18 months and lost no buyers. I am now back on RM for sales only. So, ALL of the lettings leads come from OTM and a handful from Zoopla. If you are on all three portals, don’t be surprised if most of your leads come from RM. But when you leave RM, those same leads find there way to you from other portals. If we all dropped RM for lettings, it will have long term consequences. Todays tenants, will be tomorrows buyers. Tomorrows buyers will know OTM and Zoopla above RM. There has been no loss to me, dropping RM for lettings, tenants just don’t care and landlords take little notice. I would say that OTM is now firmly No2 out there and have pushed Zoopla to No3. Recently Zoopla begged for my business and I am paying them a fraction of the cost of OTM. I don’t mind paying OTM as I get other benefits as well as the leads, sprift for example. OTM, should carry on as they are, as a disruptor. Take a small step, quit RM for lettings today.
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Wow are people still pushing the dead donkey known (by very few actual buyers) as OTM?
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For me OTM gives my business everything it needs, I don’t subscribe to Rightmove or Zoopla anymore because I don’t need them. Jason Tebb is an inspiration and being an agent helps him understands what agents want.
The quote (“estate agents now pay more than twice as much to Rightmove, Zoopla and OnTheMarket (OTM) than they did to Rightmove and Zoopla before OTM started”) may be true but thats the fault of the agents NOT OTM when agents realise they don’t need RM or Z they will be quid’s in.
I have to say if it wasn’t for OTM I wouldn’t be in business today the cost of RM is ridicules, if only the brainwashed agents could see past their noses.
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I have been very encouraged since Jason Tebb joined. The regular Town Halls that he has conducted with agents has been an open forum where I feel our voices are being heard. The add ons and partnerships are becoming increasingly indispensable- Sprift is an excellent tool. There has been significant investment in the website and in my opinion, the user interface is significantly better than Zoopla. I am a lettings only, independent business and I only use OTM. Its gaining more traction and more footfall and for the most part I receive good quality leads.
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I think Brett speaks sense. Currently every client I speak to knows RM and use them as the go to portal. Most vendors only know OTM because the agent tells them about them. RM have been allowed to increase prices because they deliver consistent traffic and ultimately value for money. We now have 3 portals to choose from and I do not really see anyone not advertising on R M, so far from saving agents money we list on OTM as well. I suspect OTM have got the spend that agents were previously spending on paper advertising, which on the whole has fallen by the wayside. If OTM want to prosper they need to change what they are doing. I have no idea what they need to do but perhaps Brett has the answer. OTM should at least listen.
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The agents that supported RM and pushed them for years only to get Shat on with constant fee increases, maybe they should try and promote OTM with their clients/consumers in the same way they did with RM.
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