The UK online payments company Wise is to move its main stock market listing to the US after shareholders approved the move.
Investors in Wise, one of the biggest financial technology businesses in the UK with a market value of about £11bn, voted on Monday in favour of a dual listing in the US in an attempt to attract more investors and boost its value.
The vote at the extraordinary general meeting was controversial because it was bound with also agreeing an extension of the company’s “dual-class” structure giving enhanced voting rights to those holding class B shares.
A chief beneficiary of this is the co-founder and chief executive, Kristo Käärmann, with his 18% economic interest in Wise becoming 55%, although his voting power is capped at 50%.
The company has said that moving its main listing would “drive greater awareness of Wise in the US, the biggest market opportunity in the world for our products today, and enabling better access to the world’s deepest and most liquid capital market”.
However, the co-founder Taavet Hinrikus, who has 5.1% of the shares and controls 11.8% of the votes, had publicly disagreed with the “all or nothing” vote.
Hinrikus, who left the company soon after the listing in 2021, has said the two issues should have been the subject of separate votes andthat “Wise owners deserve governance structures that enhance value, not entrench power”.
The arrangement was set at the listing in 2021 and was scheduled to expire next summer under a “sunset” clause Wise wanted to extend by 10 years.
Wise structured the vote such that if shareholders wanted the company listed in New York, and voted to do so, they would also be accepting the extension of the dual-class structure.
The shareholder advisory service Pirc recommended investors vote against the resolution, saying: “The retention of enhanced voting rights further suggests a shift toward entrenching management control.”
The proposal required a supermajority of 75% in both classes of share by value, and a turnout of 50% in each class.
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Almost 91% of class A shares were voted in favour of the special resolution to move the main listing and reconfirm the dual-class structure, while 84.5% of class B shares were voted in favour.
“We’re pleased that our owners have overwhelmingly approved the proposal, giving us a strong mandate to proceed,” said Wise’s chair, David Wells. “We appreciate the extensive engagement with our owners. With this high level of support, our focus is firmly on moving forward, further accelerating our mission of money without borders and creating long-term value for our owners as we progress to moving trillions.”
Wise expects the US listing and new structure to come into force in the second quarter of next year.
