Agents who object to the proposed flotation of OnTheMarket have the right to attend the sanction hearing and make representations to the court, OnTheMarket chief executive Ian Springett has confirmed.
He also urged members to make sure their votes are posted by this evening, to ensure arrival by the deadline on Monday morning, ahead of the Members Court next Wednesday.
Meanwhile the Vote No lobby, led by agent Graeme Lumsden, said the whole process had been rushed through.
The sanction hearing is due to be held days later, on September 11, and would be the final stage in the process by which members of OnTheMarket could potentially make their voices heard.
If the hearing, which would review the voting and other processes, gives its sanction to the new scheme of arrangements, it becomes legally effective. The OTM timeline for this is the day after, September 12.
Information available online about these hearings underlines that they are not a rubber stamping exercise, and some schemes have been refused sanction.
OTM member John Mears, of north-east firm Brannen & Partners, asked Springett: “Do members of the mutual have the right to make representations to the Judge overseeing said hearing and if so how would a member go about this?”
Springett replied: “Please find below my response which is given under advice from our legal team at Eversheds.
“Members of Agents’ Mutual who object to the scheme are entitled to attend the sanction hearing and make representations to the court.
“You should, however, be aware that there are limited grounds on which the court will entertain objections to a scheme that has been approved by the relevant majority of members, and it is possible that (in appropriate circumstances) an unsuccessful challenge could result in costs being ordered against such a member.
“You may therefore wish to consider obtaining specialist advice before making such an objection.”
Vote No campaigner Graeme Lumsden last night said: “The outcome of the IPO Vote remains very much in the balance. The outcome, either way, on the 6th of September will bring about change.
“I note the question posed by John Mears to Ian Springett re the Sanction Court Hearing on 11th September, if a successful majority Yes Vote is achieved.
“At this stage it is conjecture whether it will be “Yes” or “No”. However, if it is “Yes” then I find it very worrying that any Vote NO members have two working days to prepare and raise their concerns/objections on the 11th at court.
“It bears the hallmark of a chief executive and his board hammering through an IPO at lightning speed – two days to prepare for those objecting?
“In my opinion, if a successful IPO is secured then it demonstrates the most efficient use of time/effort and energy displayed by Ian Springett and the board members.
“I wonder how Agents Mutual/OnTheMarket would be if these very same people injected such a level of determination to push the Mutual Business ahead. So far, I and many other members have witnessed a very weak appetite to serve the Mutual Members by such determined action.
“The clock stops on 6th September. It will be a defining vote for many reasons.”
Today, August 31, at 10am, is the deadline for members in breach to return their proxy forms. The latest time for returning forms of proxy for members not in breach is 10am, September 4, but members are being urged to put their votes in the post by this evening.
Last night, Springett told EYE: “I am pleased to say that we have received constructive and positive feedback from a large number of our members after the meetings. I thank all those members who have given their support.
“Any members not in breach who still wish to vote should ensure that they post their relevant completed and signed documents by the end of Thursday (today).
“Agents’ Mutual’s proposals to demutualise, to float OnTheMarket plc on AIM and to seek to raise £50m in capital have been clearly communicated for members both within scheme documents and presentations. This is a private process and it is for each of our members who number around 2,700 to evaluate the proposals and to make a decision on their merits.”
A spokesperson for OTM told us: “The majority vote needed to pass the members scheme proposals is 75% of the total number of members who vote, however they vote, whether it is in person or by proxy. (One vote per firm.) The court will need to be satisfied that there has been a fair representation of members when it comes to sanction the scheme.”
The actual vote count is being overseen by Capita Asset Services.
Comments (26)
The fact that AM have prepared and sent out a ‘Video of Agents’ Mutual Member meeting presentation’ suggests the meeting take up may be lower than expected or desired by AM…
In so many ways, up to this point, I find Agents Mutual with its ‘Mutual Membership?” to be the least mutual entity I know.
The Roadshow I attended had a low turnout of Members and I would be interested to know from Ian/Agents Mutual how many Members actually attended all The Roadshows – just to put in context his “constructive and positive comments from a large number of members after the meetings”?
The only clear sign I see of the “mutual element” of Agents Mutual is now.
Circa 2700 Members casting their Vote.
The outcome will demonstrate what Our Industry thinks about Our Industry.
I joined circa 18 months back. I was told i could not be a member of AM but could ‘Advertise’ on OTM.
Did not think much of it a the time, obvious now that they had already long decided they would try to float.
Question, so are Eversheds truly representing the best interests of their paying customers the members or the OTM/AM board?
There appears to be a serious conflict of interest here?
Please, can someone ask Eversheds, if members should be made aware of any legal process or rewards that favour the board, rather than the membership and would a no vote still entitle the board to any share of the business, to dispose of at any time or in any way they wish, whether directly or indirectly?
I remember seeing this on some marketing material before the website was launched..
What a joke.
http://i.imgur.com/TTKCh25.png
So many members joined believing they were protected from what is happening now by the 90% requirement rule, only to discover that the way you phrase ‘sale’ can be construed to mean something else, and certain non members can walk away with a huge waj of the proceeds of the sale!
“You should, however, be aware that there are limited grounds on which the court will entertain objections to a scheme that has been approved by the relevant majority of members, and it is possible that (in appropriate circumstances) an unsuccessful challenge could result in costs being ordered against such a member.
“You may therefore wish to consider obtaining specialist advice before making such an objection.”
So Ian can spend a huge amount of members money, without a vote, trying to roll out an IPO, where he stands to make £10s millions and if a member wishes to object, they may end up paying costs, to the very law firm that they have already contributed to.
Ian mentioned in our regional meeting that he had taken specialist advice from a judge, which may have included advice on whether it was legal to create and dish out shares to the board of a mutual company without members permission.
Was the advice something along the lines of why not, if the members vote for it?
Ian please clarify this point.
If the vote goes against the board- are they still able to claim those shares, particularly if they decide to sell or merge the company in any way including a ‘Corporate Event’ thereafter?
Ian please clarify this point
Could members instruct Eversheds to go for IPO costs from Ian and those 3 key workers if such an event took place or in any case?
Ian please clarify this point
Is this really a vote for ownership?
Whilst strongly supporting the original AM/OTM idea we’ll vote NO as the matter has been rushed and the management incentive scheme rewards are too generous for those involved.
From the documents supplied to us I calculate the Ian Springett / Other management percentage at approx. 22% immediately after conversion to a plc. This will water down after external investors and shares are given away to incentivise target agents. But since we don’t know how many shares are to be given away – I don’t know the final outcome.
I can understand an IPO needs to take place in a confident market to work ….since Brexit still isn’t real yet we probably currently have that. However its disappointing to think that the lack of confidence may be generated from within …in this case
Mark OTM Gold
Tis a YES from me.
What I think could have made this a whole lot better, was more meetings, in more venues with more notice, as hearing and seeing the plan in person makes you think past the “core principle and original ideas have gone so sod off”. So being at the event held yesterday was interesting.
For ages, fence sitters and alike have complained the OOPR is restrictive and if it was not there they would join. They have also said too much money and commitment, well with no OOPR and no doubt an opportunity to negotiate a good membership deal for your company…. surely this is a brilliant thing for those who do want a “majority agent owned portal” to join it.
RM will be increasing year on year, 10% or so no doubt, Z have shown they care not one jot about agents and would fund a court case which could have harmed many who they hope to get back one day (you assume) BOTH have your data Z in particular are well out of control now with having every bit of info on a valuation you book in, should you stick it in your software, due to their software company buy outs and finally letting the online agents on….. well that is still a pain, but if we offer a better service as High Street Agents, call buyers before properties appear on ANY website dare I say and ensure we are flexible enough to match an online only deal if it keeps another online only board off the street and stops the network effect, then I do not think good agents need worry about the PBs of the world. And once the market falters, fewer people will pay upfront to gamble on a sale anyway…… only the strong market and lack of property is keeping them anywhere close to being a contender and I think a tougher year ahead for sellers in 2018 may help High Street Agents, plus the Stock Market will wake up to PB soon!
Anyway. I predict higher dislikes than likes on this one….. but after the meeting yesterday… why the hell not! If it is doomed in it’s current form, which it does feel that way, then hey hoe.
Why not vote no?
If the float does not take place Sprignett cannot carry on and will have to be replaced.
Someone can run it with the original goal in mind?
Run it and introduce new innovative ideas where the advantage of mutuality and a core majority membership of independent agents can be fully developed to create marketing to counter online listers and attract more business for existing members.
A DISRUPTER PORTAL where you gain more than it costs you in fees!
Ermmm, isn’t that where AM started AgentV? It just needed more agents to get off the fence and support it. Were you one of them?
AM was the best chance we had, and will have had, to put pressure on RM & Z.
Many other agents would have supported it without the ‘one only’ portal view.
El Burro, we were not allowed to join in the first place as we were between offices and didn’t have a high street shop front at the time (we were in serviced offices).
We have now gone back to a shop front. We joined AM and were waiting for someone to contact us about OTM……but never had anyone come back to us before this happened.
Fair enough AgentV, just that there are so many posts from people who clearly aren’t with OTM and it never ceases to amaze me why they give a monkey’s about competitors throwing their money away.
Unless of course they aren’t agents at all but trolls paid by a certain portal (that has the most to lose, and already lost by OTM succeeding), to sit in a dingy room and spring into life every time and OTM story appears on here.
Gosh I am sounding like I run the Vote Yes campaign, LOL.
Problem with the kind of innovative ideas required is cash, ie develop a software system but then staff that department costs, the employee count difference between RM, OTM and Z is a clear issue (as shown yesterday), not enough foot soldiers…. just employing another 50 reps to cover the country to deliver a great experience for the member agents and get more members on board at £25k a year basic you need another £1.25m just to get more staff to drive the thing forward. New members can pay for this in part, but new member income also needs to go on advertising and development as you say, so more cash is required full stop.
The investment could open up acquisition possibilities, meaning ready made tech features which can be developed further. Either way this kind of money opens possibilities.
The big one for me is agency software! I actually love the people we have changed to…. excellent hands on company with fab features, but the potential power of having OTM talk to consumers and agency software could be the key to saying only being on OTM do you get this, due to the way our OTM software and website works, benefits being x, y and z.
I’ve always thought software and tech is key, but as the likes of DigiExpert often confirm, it costs money and without more members and upselling products the cash is now limited. (I will not be buying products incidentally, as again as proved on RM, they are not required – so for me, let member agents buy away and more and more income will help the cause)
Anyway…. the irony of not getting my vote in today’s post through defending the cause, would be laughable.
Morning smile… You know my thoughts, as an original gold member! The flotation idea stinks!
BUT you have equally seen me of late say this (OTM) is just dead in the water, stuck at the member agent level and going nowhere FAST! Without new members no extra property, without property no visitors and no positive network effect. (Something agents live by every day, stock brings enquiries, boards breed boards) Our basic industry rule of thumb.
You have also seen me say let Online Only companies on and drop the OOPR if it means filling the shelves with property. (Not sure how you easily find past posts on here, but I have said this when the time was appropriate, so this is not something I only thought about last night. Something I have said 12 months or so ago.
I have always said, forget the hype and the this and that of how to make OTM work. It was simple…. have 90% plus stock, then those brave enough will drop the other portal flipping the majority stock count (phase 2).
If by dropping the OOPR and let everyone on, you end up with 90% plus stock, the same perhaps as RM, may be a touch less, but more than Z, you have this very interesting situation where if even ONLY the original gold members (those most likely to take the risk) calculated the effect of coming off RM and how that would tilt the stats in the eyes of the public (i.e. confidently being able to say, OTM has the most stock so we only go on that) then the PHASE 2 plan which was always my (and I think yours… invisible day, month week) hope would be possible!
I stay off Z, because I am confident in my ability to say you only need one and as long as it is the one with the majority stock, you will be sure you buyer will visit it, be first or second but be assured they will. (Remembering, we should not be selling ****** websites! any of them really)
So OOPR needs to go, online only need to be allowed on (we are better than them and should not worry) to allow more people through the gates and if that means let em on for nothing (I have said before I am fine with that! RM and Z already charge different people different things so why not! it is what it is) BUT OTM has a strong chance then of the original phase 2 mode.
But why not drop OOPR and Online Only Agent Rule WITHOUT floating! I nearly asked the question yesterday….. however to have the extra £50m and still be majority owned is well…. why not….. I am not in this to make money as such, I don’t with Rightmove, BUT if I can save money by halving my portal costs one day….. then why not….. and if the same will happen and OTM fees rise (let’s be fair, we ain’t daft it might happen!), at least I have 10 years of rising from say £300 at no more than 5% which is better than rising for 10 years of rising from £1000 at 10% or more, if RM remain number 1. Which they will in the current form and may in the next form, but this is actually the last ditch attempt clearly, as the thousands of agents who have not joined need to….. and the OOPR and Online agent bit is getting in the way. (so we hear)
It ain’t ideal, but for me, phase 2 is key… get to a point you can calculate how many dropping Z or RM will tilt it in OTMs favour and bingo!
I get your thinking but cant help thinking the last bit is all wrong.
OTM can make all changes and not float.
They do not need the 50 million in investment they just need the stock and reps to do their jobs and create regular regional meetings where agents can discuss the possibility of walking away from the other 2.
Once the one other portal rule is dropped, PB, CW, LSL, Sequence, Arun will all list their stock.Then the others will have to follow.
They are only holding out to be given a golden handshake with gifted shares, they will join no matter what. And considering the majority have sold their interest in Z, they will have no issues pushing OTM.
They just need a new captain to steer the ship…
They simply do not have the foot soldier numbers required to recruit new members and maintain an expected level of customer service!
Don’t get me wrong, RM’s vast number of foot soldiers by comparison do less than OTM half the time, but at least with more reps OTM could perhaps impress members and potential members a touch more.
I agree there is a golden handshake in this and some happy people, but I just can’t get too hung up on the old “it’s not fair bit”. Never have and never will, if someone can make a few million with ease, why not…. I would personally.
Well looks like you are taking your 20k handshake 😉
I get no handshake…. lets be fair smile please, the shares are ONLY worth what someone will pay for them on the day I decide to sell. I am actually locking my money away for longer AND more so definitely sticking it on the roulette table.
I can only sell 10% in 12 months, which may cover my original loan note, which could be considered a wise move, yet, they may be worth 0.10p then, so not so wise and certainly no handshake.
We NEVER entered this to make money, as only being on RM and surviving perfectly well meant this could easily have said, no chance to the idea from day one.
Granted it was the mutual bit which hooked us BUT BUT BUT our industry has shown we did not want to collectively alter the portal situation.
The right strategy to achieve maximum market penetration was never employed from the start.
As for there not being enough foot soldiers in place, I would gladly become a part time one for free, if the right strategy and managemnt I believed in, were in place.
I am sure there are lots of agents who would do the same.
Ric…
“Granted it was the mutual bit which hooked us BUT BUT BUT our industry has shown we did not want to collectively alter the portal situation.”
…..so, you’re saying that The Management & Strategy of OTM V1 bears no responsibility on the lack of Industry Support?
I get Our Industry lacking commitment for a variety of reasons, however you think that The Management excelled at all levels in driving this business and it was Our Industry’s responsibility that OTM can now only succeed with this single Option?
There is a wide gap between blame & responsibility.
The biggest effort I have witnessed from AM to date, after the additional “Sign-up” Starter Phase, it’s the “Float or Fail” Vote Option…. those years in the middle? ……akin to tumbleweed blowing down an empty highway…. in my humble opinion.
BUT BUT BUT?
Dear On The Market supporters,
You’re just about to be mugged, Rightmove style.
This is all I have to say about this
The court will need to be satisfied that there has been a fair representation of members when it comes to sanction the scheme.”
Its a pity the court doesn’t have to be satisfied that;
a). A fair and balanced counter argument to the proposal was allowed at the roadshows for voters to make an informed choice.
b). The potential reward of the main protagonists of the proposal was allowed to be assessed, altered and verified as reasonable by the members.
c). The timescale was such as to allow full and considered judgement by those eligible to vote.
I think if your looking for a place to start an appeal you can just read back through what he said so far . “When did you hatch the plan Ian “erm recently to save the portal , or at the meeting with countrywide on early 2016 or was it in 2013 when I was incentivising people”, “so was this the plan from the start ?” ,”definitely not … or yes , I can’t remember what I’ve said now. What was in the statement?”