Today is likely to see the final step in the demutualisation process of Agents’ Mutual – although the outcome of the sanction court is by no means certain since the court has proved in the past that it is not a rubber-stamping process.
However, if it does approve the new scheme of arrangement – for which there was an 89% Yes vote by members last week – the new regime is likely to come into force tomorrow, clearing the way for a stock market float.
Agents’ Mutual members have been able to register their objections with the Sanctions Court, and Vote No campaigner Graeme Lumsden has done just that.
He is asking the Court to look at executive management contracts entered into by the board of Agents’ Mutual in early 2013, which were apparently updated in September 2016, nearly 12 months before the IPO proposals. He said that these contracts, which incentivised the senior management team, were never discussed or ratified by members.
“In addition, members have not seen these contracts because they are deemed to be confidential.”
Lumsden adds: “We note that some mutual members (notwithstanding that they are members of the board) are aware of the contents yet will not allow the other members the same benefits.”
Lumsden also objects to the float plan saying that at the roadshow he attended, no alternative was put on the table: “The proposal was simply put forward as ‘float or fail’. No previous consultation with members had taken place.”
Lumsden attacks the speed and timing of the announcement and subsequent vote. Lumsden also queries the percentage of the overall membership which would have control of the company in the event of a float.
Lumsden’s objections can be found here: http://theestateagencyindustry.co.uk/
Meanwhile another City analyst has reported his views on the OnTheMarket vote, which is set to allow it to raise £50m via a stock market flotation.
William Packer, of Exane BNP Paribas, said in a note to investors that his firm was “broadly neutral”.
Packer said: “A vote in favour of the launch of the IPO was expected following the strong backing of management and the board.
“We view a successful execution of an IPO as more difficult for a third portal with lagging traffic and inventory, and powerful incumbents.
“In our view, critical to Agents Mutual’s success is attracting more agents to the platform as soon as possible (with unique or semi-unique inventory more valuable) and a boost to traffic numbers reliant on improved inventory and higher marketing spend (likely through the money raised at IPO).”
Exane rates Rightmove shares as outperform, and ZPG as neutral.
Packer’s note to investors follows comments from Anthony Codling, of Jefferies, which advises Zoopla. Codling said he did not think an unmutual OnTheMarket would be more successful than the mutual version.
Thank you for all your efforts Graeme.
I wondered if Eversheds, on behalf of all those members who voted yes or no, helped you prepare this document prior to the members vote?
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The short answer David B.
No.
The longer comment…
I sincerely hope the presiding Judge ensures the whole process is fair and lawful.
It is crystal clear that those that Voted No should simply be allowed to serve notice and leave.
If it is fair and lawful then I have no issue that The Majority move forward with OTMV2, and I do wish them sincere success because first & foremost I am an Estate Agent.
It’s shameful that I am forced to remain with a company that is NOT the company that I signed up to.
In my opinion… it’s shameful behaviour by Ian Springett & his Board.
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Had this ‘third’ portal been the original offering, I and, I am sure, very many others would not have given it a second look!
OTM had a UPS – agent owned, agent controlled, in charge of our own portal fees and our own destiny, no shareholders profit to consider, no shareholders to answer to – not any more!
To come to the table with their ‘float or fail’ proposal, without any form of prior discussion or consultation is dis-ingenuousness to say the least. There could have been middle ground to enable improved income streams which I’m sure we, the members would have accepted.
It is quite apparent to me that this proposed flotation has been in the pipeline for a good long time. One wonders how long? One wonders how contrived the apparent failure by Ian Springett and his board to ‘perform’ to date is? How do they think they will improve their ‘performance’ to make OTM, with whichever hat on, succeed?
If I have to remain ‘tied in’ for a period of time, then I have no choice but as soon as I am able I will be off like a rocket! Me and probably another 11 or so percent.
Current board and potential shareholders take note – we have been royally shafted and we are Estate Agents – we have long memories.
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It certainly seems as if those that voted no have been well and truly shafted.
Hopefully the court can unravel what has gone on.
The majority that voted yes should crack on and do whatever they want with OTM. The rest should simply be allowed to leave rather than this farcical situation of forcing those that want to leave, to stay.
It’s just laughable. And for the record I find The Duopoly distasteful enough. I now witness the agents own portal shafting their own and the agents just bleat and follow. It’s bonkers.
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Many agents voted yes because they were given no viable alternative by a management team that were totally financially incentivised to prove remaining mutual wouldn’t work !
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OTM is no longer offering an alternative to RM or Z. What need is there for a third now? Agents have no incentive to sign up to three, when one can do it. OTM was about providing some form of protection for high street agents from the onslaught of high web fees and cheapo on-line models that constantly and openly attacks the high street. Handed RM an early Christmas gift. AM you are deluded if you think you can make this work.
You have betrayed the members and more importantly forgotten ………………… the public want a one stop search. Agents will now continue give RM or Z a far better support without the added cost of a third portal and a new 5 year liability. Agents have no trust in AM management?
Going the way of the dodo.
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The problem with shares is that companies you may not wish to work with can buy them sooner rather than later it appears.
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GPL
Having read your submission to the Court I wish you the best of luck in your efforts. Whether successful or not the whole ‘Traditional’ estate agency industry owe you a debt of gratitude.
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I have, for best part of four years, been referring to the OTM issue in words to the effect of it being “a sorry episode etched on the history of our industry”.
There have been various reasons for this, and during this long and drawn out process – from inception through to birth; from its’ first wobbly steps now to its second court appearance (we’ve clearly done a wonderful job of bringing up baby…) – my original opinions have remained unchanged however my weight shifted somewhat on the fence.
But a sorry episode it has remained.
If it has been a war, fought in multitudinous skirmishes, many full-blown battles and various campaigns, what IS patently clear here is that two of those ‘campaigns’ stand out.
NOT the initial Membership Drive campaign – although memories of it still linger;
NOT the OnTheMarket TV advertising campaign that fizzled in and fizzled back out again;
NOT the ‘Brand Awareness’ campaign that Member Agencies have been involved in – and financing – since day #1;
But instead –
The sustained anti-AM/OTM campaign from the Zoopla camp (which will, I believe, stick in the throats of many that Zoopla will be counting as ‘future return business’)
The latest awareness campaign by Mr Lumsden – who no-one could argue was ever anything other than a staunch and proud supporter of the portal and its’ original aims and promises. One of many – the majority of whom have disappeared from view one-by-one… the reasons for which have to be questioned.
At a time when our industry is facing so much ‘disruption’ from so many angles this sorry episode – which was ‘sold’ as the solution – was actually the last thing that was needed.
I just wonder how – or even if – we will ever recover.
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Saucer Separation Technology….
If OTMV1 had secured that USP we wouldn’t be witnessing the likely resurrection of one of Laurel & Hardy’s most famous stage performances…
The Great Stan & Oliver and their OTMV2 Caper!
Did I tell you that I sold a flat in Glasgow that the Great Stan Laurel lived in as a boy?
…..Oh, I did? ……what about when I sold Jimmy Logan’s Home and played a tune on the piano once owned by the Legendary Harry Lauder…. he of…. “I love a lassie, a bonnie, bonnie lassie….”
I’m just wondering? …..is any of this classed as “Hybrid Estate Agency”? …..or are we back at “Saucer Separation Technology”?
Live Long & Prosper PB
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Oh! The joys of having someone who appreciates the finer points of the Galaxy Class starship!
moq SoH rur SuvwI’na’, jupwI’!
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I went to the Bristol meeting & the general consensus seemed to be that we had to vote yes as there was no other viable choice.
I went back to my office, spent a few days reading up on the various comments & outcomes and never really felt happy with a yes vote.
The day came and went & in the end I did not vote at all… shame on me …. but with such little information I did not feel I could make an informed decision on what is right or wrong moving forward.
We have a Gold membership currently & I now feel less committed to this website than I ever did….
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Hmmm… no comments in the last hour – can’t imagine for one second I’m the only person to have received IS’ email…
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