OnTheMarket boss Ian Springett yesterday answered a series of questions from Vote No campaigner Graeme Lumsden.
The questions asked by Lumsden, a Scottish agent and Gold member of OTM, and the replies given by Springett, are reproduced here without any alteration to the wording.
Q. Why is there any secrecy whatsoever surrounding the identity of the “undisclosed share reward beneficiaries”?
A. The individual beneficiaries concerned are the three other members of the founding management team who I recruited during 2013 to help me build the Agents’ Mutual business.
They came on board under the terms of a management agreement established between the board and me at the start of 2013 to enable suitably experienced and qualified people to be attracted in to drive and grow the business as a pure start-up.
They began working with me well before the venture was formally approved to proceed (January 23, 2014) or funded with the first gold membership loan notes (drawn down March 2014).
They began to be employed by Agents’ Mutual Ltd, as I did, from February 1, 2014.
Their arrangements with the company are covered by a confidentiality clause (as is usual in executive management contracts). This is why they have not been named.
The original management agreement was rewritten in September 2016 following the board’s conclusion that a demutualisation was the right way forward for Agents’ Mutual.
The board brought in an external consultant to assist it in developing an appropriate conversion formula which preserved the management team’s rights in relation to the proposed change in structure.
The new arrangements are referred to as the management incentive plan on page 16 of the proposal document you have.
Q. What are the names of any “undisclosed share reward beneficiaries” and what, if any, is their relationship with you or any members of the board?
A. See above. The three executive managers are my colleagues.
They have no connection with any Agents’ Mutual director (all of whom, other than myself, are unpaid non-executives) or the board member firms who will receive shares should the proposals be approved. The allocations to those member firms are listed, along with my own interest, on page 16 of the proposal document.
The board member firms will receive an allocation on the same basis as that being applied to all other members.
Q. Will you personally benefit from any other “share reward allocation” if a successful IPO is achieved, other than the circa 3.9m shares stated?
A. No
Q. Will any of your family/relatives or any company, trust or similar which you have any connection to benefit from any additional “share reward allocation”, if a successful IPO is achieved?
A. No.
Comments (62)
Is anyone planning to attend the meetings on the 6th September to vote in person?
Mark
Pro OTM Gold Member
….and for those wondering where I find time to do the Newsletter/emails/website etc
…after my Day Job, sometimes up till 2am… and this week, Day 1 of my holiday this week was back doing my Day Job, and since then, using my holiday time this week
My Good Lady has advised me that I better have a good reason for being Online so often & so late!
“My Good Lady has advised me that I better have a good reason for being Online so often & so late!” – Eying up the curvaceous chalet, whether the loft is a usable void and thinking it is a shame that the lawn has not been trimmed.
Peter…
I suspect you may be on a different Property Website from me?
blushpropertydotsomething
Who is verifying the vote?
Will it be made public how companies voted?
Answer further back in thread sp.
I don’t see who voted which way being made available.I asked Ian Springett the question in order to try and understand the clarity & independence of the process….. every member voting should want a fair/honest vote – no more, no less. When Capita respond I’ll let folks know.
YES [ x ] NO [ ]
Haha. I trust you will chuckle when you read this! (You know who you are!)
To those AM Members asking me re the apparent discrepancy between the “4 undisclosed share reward parties” and the “3” highlighted by Ian Springett to my Question…. I cannot comment because that is the answer I have been given by Ian. I have no additional information to offer, at this stage.
Whatever the outcome one thing is for sure, OTM will need an independent executive Chairman and CEO, NED’s who are not members.
In this way future decisions can be made by the management team without being influenced by future share price gains or share options.
A suitable management incentive plan can be put in place to reward the achievement of pre-determined goals.
“Will we join a floated company…. almost certainly not…. it will have lost its unique identifier and in my eyes stand a significant chance of failing or faltering until it is taken over (by YOPA for instance or Z). Would we join after a NO vote and the ‘Mutual’ becoming a bastion for our sector of market with new leadership incentivised to make it highly successful…. absolutely!!!”
We’re early gold members anyway but I think this very much sums up the situation for many..
Graeme
We are not members of OTM but are members of AM. From the very start I had my doubts about certain issues, and we were precluded from joining anyway as at the time we did not have a full shop front…. being between offices.
As time went on I could not understand the lack of communication from OTM and what seemed almost non existance of ongoing real involvement of member agents (including any voting on major issues).
Something didn’t feel right to me, as what OTM was doing appeared to be the last way I would have gone about making it a huge success.
Then of course came the court case, which put me off joining OTM until the result was decided. Once that happened we were seriously going to go ahead but then this vote has come about.
Will we join a floated company…. almost certainly not…. it will have lost its unique identifier and in my eyes stand a significant chance of failing or faltering until it is taken over (by YOPA for instance or Z). Would we join after a NO vote and the ‘Mutual’ becoming a bastion for our sector of market with new leadership incentivised to make it highly successful…. absolutely!!!
I’m not sure how much I can comment on Graeme’s updated newsletter without IS’s full response being posted but I would encourage all to look at it and do some simple maths to show how substantial the issue of additional shares to the likes of Connells, Countrywide, LSL and PB’s will be.
Hypothetically if 100 shares were issued initially and someones holding was 14%, then for that holding to then drop to 10% a further 40 shares would have to be issued.
Make your own mind up as to what this means and vote. Don’t waste it. If it is a postal vote then it needs to reach them by 10.00 am on Monday.
And for those not good at maths those additional 40 shares work out as 28.57% of the new total. Not surprisingly if you take 28.57 from 78 you end up with less than 50%…………
They really do believe we’re all stupid……
Ignore the lessons of history at your peril.
We are not members of OTM, because of our dreadful experience with PrimeLocation. PL was sold making the founding agents a huge amount of money.
The other members were never given the chance to buy further shares and keep it agent owned.
AM and OTM is almost the same idea, only this time IS is going to make a huge amount of money.
This is a simple ‘get rich scheme’.
Time for a change in leadership, if it then embraces other agents to advertise and comes up with some original plans it just might be successful. The current management is out of its depth.
AM is doomed
Agents completely done over – congratulations MR Springett on your get rich quick scheme coming to fruition – very clever indeed..
As I have said… it would be good to see everyone who posts in this debate, state who they are and whether they are actually an Agents Mutual Member or not. It would give context to many comments. However, the forum is what it is and it’s good that Ros gives us this virtual place to debate.
All are entitled to comment however if I simply shout out “AM is doomed!” ?
OK…. Man United, Ross County, Witheringham United Wanderers are doomed, Andy Murray is doomed, The Moon is made of Cheese?! (well at least we know the last one is true!) …..as I say, context is a useful perspective.
AM is not doomed…. if it pauses, reflects, listens, plans, comes back with Options that Members can resoundingly support and give non-members a belief that OTM actually has something to offer them and Our Industry….. then in my view, and others…. it is not doomed.
Doomed? …..You may well be? I couldn’t possibly know, other than we all shuffle off eventually.
If AM survives with the current OTM V1 then there must be change, amidst that change there must be rebuilding of the relationship/confidence of Members.
If AM wins through with its Yes Vote then those Members that opted down that route need to hope they have made the right decision.
Either way, the clock stops on 6th September.
I cannot say how much I truly believe a NO vote will be the herald of the beginning of a new era for OTM…. the day independents truly started to take the control back of their section (the largest) of the industry!
BrandNew…
Yes, I have posted on the NewsLetter/Vote NO Campaign Website a reply from Ian Springett to a straight question I asked re the Percentage Share Ownership if a successful IPO is achieved. The reply refers to the Members Document however I sought further confirmation from Ian after speculation over the actual percentage.
You can view the Question & Answer at (Ros has a copy so she may refer to it at some point)
http://theestateagencyindustry.co.uk/
or for those who prefer a 4 letter website link!
http://teai.co.uk/
As everyone knows I am on the Vote NO side of the debate/Vote. I can’t help but think that circa 37.7% share ownership in a tightly gathered group leaving circa 62.3% with “other” shareholders (at successful inception of OTM V2)…. it doesn’t take much to gather up the shortfall, even with subsequent dilution of shares, or further returns back to AIM/Investors for more equity…. to reach a “tipping point”?
Let’s imagine ? arrives with an offer to buy/takeover and that tightly gathered group have acquired a clear majority with subsequent “like minded shareholders”, regardless of what the balance of shareholders think…. would we hear the cash-register thud and the thunder of feet to the exit from those who were “locked-in” re cashing-in “Share Reward Allocations”…. so-called “special circumstances?” which provide an exit….. can that “lock-in” be cast aside for any particular Shareholder taking into account any special “contract or conditions” which they may have, whether openly disclosed or subject to a “confidentiality clause” of some description.
I simply pose the question as there appears to be a reference of sorts in the Member Booklet? …..at least that’s the way that I personally read it. No doubt others more skilled than I may be able to offer an accurate insight.
I will email Ian Springett and ask the question… although I may have exhausted his goodwill in answering questions posed – to be fair, he has given direct/written answers to questions which I have asked.
More to follow?
Whatever we debate here the Postal Voting Deadline is they must arrive by 4th September 2017 so whichever way you wish to Vote – please post your Vote or attend at The Members Meeting on 6th September – details in Member Documentation.
Cheers Graeme
Just to add for everyone’s benefit the 4th September (Monday coming) deadline is at 10.30 am so don’t trust to Royal Mail delivering before that.
Our No vote will go in the post tonight.
Apologies all – its 10.00 am NOT 10.30
“Their arrangements with the company are covered by a confidentiality clause” – One has to ask why the secrecy; presumably because it might influence member voters. This will come out in the wash at some point, but would not be surprised if all three were part of Rightmove’s original set of investors.
From an outsiders point of view, I am not a member although I wish I could be, if demutualisation goes through then I cannot see the day that I would put properties on OTM as I have no desire to create a situation where there are three strong portals. Currently I just use Rightmove and would have moved away from them and joined OTM when they achieved the necessary critical mass and it made economical sense to do so. However, once OTM become a PLC, I will find it hard to believe that strong sense of members believe that they would disrupt the portal market and take back control will no longer exist and, as I have stated before, will be a likely Zoopla takeover target.
As far as I am concerned, if OTM become a PLC, then suffer the consequences of an even more powerful Rightmove.
There is a way for OTM to succeed without massive new investment….it needs to become THE DISRUPTER PORTAL with knew and innovative products for members that no other portal can implement ( because of other vested financial interests)…. and I don’t mean premium priced products!
It could become the driver of new business generation for members.
The ideas are already out here amongst the independent community and ‘friendly to the cause’ suppliers.
I and others have been banging on about this for months … but have we been approached by the board or IS even once to discuss. Well I certainly haven’t anyway. It appears they do not care enough to find out what those ideas might be!!!
I don’t want to steal Graeme’s thunder but he has posted an update to this story on his site. Time is running out to get your votes in the post.
http://theestateagencyindustry.co.uk/
Another question please:
The vote: Is it 75% of ALL members needed to carry this or 75% of those who actually vote?
Who will count the vote and who will check the person who counted the vote?
Is there an independent body or maybe it’s a job for one of the mysterious 3??
75% of those that actually Vote is my understanding revilo.
Capita have been engaged to act in the Vote process.
I am already making enquiries re that process to see how transparent/independent it is.
Ian Springett referred me to them when I enquired last week.
Thank you Graeme.
I would be interested in some sort of exit poll!
Its 75% of those who vote as long as they are not in breach. If in breach and vote NO then their vote will not be counted but if they vote YES it will. See para 9 (in breach). This curious approach to democracy is explained as being one of the encouragements to those in breach to vote YES.
Ladies & Gentlemen
The board are counting on (some) members greed, disunity amongst agents and obstained votes in order to railroad this motion through.
I fear that for the above reasons this move will be successful- I do hope that I am completely wrong.
The principle of OTM can and should work for various reasons. For those that are interested please take a look at the founding principles of the John Lewis partnership agreement.
Every member has a vote and I say, decisions are made by the board with a number of members sitting on the board in rotation.
Their structure would be a good starting point and a model worthy of study.
Absolutely!
The existence of share options should be disclosed in the accounts as per the relevant accounting standards. Therefore the accounts are not in compliance with the Companies Act as being a “true and fair view”
When I think of Springett Napoleon in Animal Farm springs to mindI
“Always be on your guard against tyranny, whatever shape it may assume.” Winston Churchill
I think we agreed and signed in 2013, must have been one of the first in the North.
Spent a fair bit of time promoting and managed to get a few other firms to agree, who were very specific in saying if we “Ric” trusts this and is supporting lets also get behind. We also recommended a pretty big player who joined as a result of my business partners opinions and passion for the original idea.
Where is my undisclosed share prize?
I still have an issue with conditions 2.3, 4.3 & 4.4 of the original deed. I have no idea unfortunately if there is another document making these 3 points invalid, however if not, as far as I can see it, I will be wanting my loan note paid back in full and the monthly branch payments plus interest since joining, as the core deal sold to me has been breached! FULL STOP.
I spoke to someone last week who described what is going on here as ‘corporate theft’. Over 10% of our business being given to 3 un-named individuals. The fact that no-one can name anyone apart from Springett who has contributed to the below-par performance of OTM – how can this be justified and how can it be described as anything other than ‘corporate theft’?!!
I’d vote yes if Ian went first, but I can’t trust the leadership.
And were being invited to commit to this leadership team for a further 5 years!
So, as a Mutual with ownership spread equally amongst its members we are not allowed to know what huge financial incentives have been offered to members of OUR board.
However, Ian reassures us that as a ‘for profit’ PLC we will still have a say as shareholders…
A complete and utter joke.
Nuff Sed – we’re out!
I’m an early Gold Member small firm. I sit here looking at my forms thinking I’m damned if I do, and I’m damned if I don’t. Springett just made my mind up for me. I’m voting NO.
I’d vote yes if Ian went first, but I can’t trust the leadership.
Hiding the names behind a spurious ‘confidentiality’ clause is a very foolish thing to do. Simply makes it look as if there is something dodgy to hide.
Someone will know…. …… ……??
I’m trying so hard! It’s no good…. I have to say this..
Ian. You shouldn’t be entitled to millions in shares. Neither myself or anyone I know is against success, if you worked for it and what you have achieved works then that’s great!
However, you haven’t achieved what we set out to do. You haven’t delivered on a promise at the start of giving members options via votes, before you make a choice to spend goodness knows how much on a potential float! The board is meant to be serving its mutual members not the other way around!
Morally, I’m guessing you feel ok with this Ian. I and others really don’t. It’s making me feel sick.
I agree. This is a massive reward for failing to achieve target. Wish I had a job like that.
The lack of integrity and openness is appalling. Who still trusts Ian?
With “success” like this IS should become a politician as they are always rewarded for abject failure!
“However, you haven’t achieved what we set out to do.”
Are you sure he won’t Mark!
Anyway it would be a stinker of a share… it has no growth potential.Unless it charges members more…mmmm..like rightove does..lol,, Unless its off to Australia and USA like its elder brother.. It actually launched as a successful company and has slowly gone backwards.
If this was a ftse businesses they would be looking firmly in one place for change….the CEO!
The facts have to come out Graeme, so keep the pressure on with the help of others who also seek transparency.
RIDICULOUS. DON’T BE SHEEP.
THEY SPENT MILLIONS OF YOUR MONEY ON A COURT CASE WITH THE FULL AND PRIOR KNOWLEDGE THEY WERE GOING TO PULL THE PLUG WHICHEVER WAY IT WENT AND IPO TO LINE THEIR OWN (THE DIRECTORS AND ‘FOUNDERS’) POCKETS.
THEIR POCKETS AND NOW CLIVE BEATTIE, (CFO) AND HELEN WHITELEY (COMMERCIAL DIRECTOR) , NOT YOURS…
RUN WHILE YOU STILL CAN. BUT BEFORE RUNNING VOTE NO AT THE VERY LEAST
Interesting so should I not want to be a sheep Giles and I run (?) the other way. What would be your plan then to see OTM survive and thrive?
Real agent …. Ian is trying to make you believe that if this doesnt float its curtains. On the other hand he is trying to get the city to invest £50 million in a business worth c £1/4 billion…. does he have a magical plan that he will only reveal once youve handed over nearly a quarter of the company to him and his helpers ?
How will it survive and thrive?
Stock on the shelves and member agents will be the only people to make this work.
Corps will defend and stick to RM and Z.
Fence sitters have now been proven correct, so no rush to join from them.
Many Gold members are counting the days to leave.
You have a choice of 3 portals all the same, nobody with anything unique! (the exclusive bit, anyone can do this, just delay your uploads to which ever ones you feel fit, this is not unique to OTM).
Perhaps PB and alike will join and promote you need to be on all three for maximum coverage and ****** BRILLIANT, we have now handed them another tool to assist.
Buyers will now go back to the old behaviour of RM & Z first as the most vocal passionate supporters of the MUTUAL bit will no longer point at OTM first…. I will not, whether I am on it or not…perhaps some may still promote it, but once you lose the market leaders in certain areas we are snookered. It was the market leaders in the main I think who were most passionate about the AM bit and not pissed off about the PLC bit.
agents have proved we cant work together.your better off giving your OTM money to charity, come off rightmove and go to zoopla. Oh wait I was doing that 3 years ago. Thanks otm
Well I will wait to hear from Giles but it seems the answer is NO PLAN other than to hope that by some miracle the momentum magically starts again and OTM generates enough cash to be a player or indeed wait three more years before my contact is up and then pay Rightmove WHATEVER they decide to charge me.
Just so I know.
That’s made my mind up.NO
More questions Ian
1) You state that you where attracting “suitable and qualified people to a start up in 2013″ by giving them share options, if they are suitable and qualified will surely have asked the question ” How do you intend to realise a share release in a company you’ve invested no money in and dont own that’s been launched as a mutual ,what was your answer ?
Im sure you said the other day that this wasnt the plan from the start …
2) In your last set of answers you said the plan to float was formed after poor results in 2016/17 , why then award yourself share options for a float at the beginning of the process ?
3) Youve stated that you plan to incentivise the “very large agents” to list with OTM , as the second largest agent in terms of stock in the UK are you planning to give shares you’ve made out of the members money to Purplebricks as an incentive to join ?
Looking forward to your answers
danny, can we find a subject to disagree on LOL.
Danny…. fantastic questions… particularly question 1. How can anybody have had their full heart in making the project succeed as a mutual, when failure and a need to float would be their road to riches.
And clearly now the plan all along!!!
3 secret beneficeries!! For full transparency they need to be named.
in order to avoid anyone making accusations that this agreement could have been made within the last 6 months, did the document get dated and stamped with the courts at the time?
yoy have to be squeaky clean if you want to earn trust with yours members and investors
Completely agree……
So the plan to float has been for over a year.
Smoke and mirrors with the court case not spending money on advertising.
If this was run correctly for the agents not to line pockets addition funding would not be needed.
Wake up agents IS is looking to screw you long term. Who are these mystery share holders that you are going to make very rich?
This man and board have shown they are completely untrustworthy.
For those older OTM members
Are those three other beneficiaries Mary, Mungo and Midge?
https://www.youtube.com/watch?v=4fdq0ADp4Mg