Wise, the payments giant, is drawing up plans to keep control of the company in the hands of its chief executive and early investors if it pursues a highly anticipated London Stock Exchange flotation.
Sky News has learnt that Wise and its bankers are in advanced talks about the creation of a new dual-class share structure as part of proposals to go public in one of the City’s most prominent listings this year.
City sources said the company had yet to make definitive decisions about its governance structure, but that the introduction of dual-class shares was highly likely if it does pull the trigger on a London float.
Such a move would not only preserve voting control solely in the hands of Kristo Kaarmann, Wise’s co-founder and chief executive, however.
Insiders said on Tuesday that early investors such as Sir Richard Branson, Baillie Gifford and Andreessen Horowitz, one of Silicon Valley’s leading investment firms, would also be able to convert their holdings into the new class of shares.
It would be an unconventional approach to a blue-chip listing, and may raise concerns among some City funds about corporate governance.
People close to Wise, however pointed out that by diversifying the special shares, it should allay concerns about the excessive concentration of power under a single individual.
“The approach would reflect the contribution that these early providers of capital have made to building the company into what it has become today,” one of the people said.
Wise is now an international payments giant, handling £4.5bn of transactions each month.
Its proposed listing, like those of Deliveroo, Darktrace and Trustpilot, comes during a period of intense debate about London’s attractiveness as a listing destination for technology companies.
A government-commissioned review published recently by Lord Hill, the former EU Commissioner, recommended reforms aimed at liberalising governance structures to draw more overseas companies to the UK.
It is also aimed at preventing British ‘unicorns’ – companies worth at least $1bn – from listing overseas, an ambition which suffered a dent this week when the online car retailer Cazoo confirmed Sky News’ revelations that it was pursuing a $7bn merger with a US-listed vehicle.
In London, Deliveroo has opted to price its shares at the bottom of an indicative range, although it will still be worth over £7.5bn when it goes public this week – well ahead of the valuation attributed to it by a funding round just two months ago.
The food delivery app has also decided to use a dual-class share structure which will allow founder and chief executive Will Shu to veto a hostile takeover for the next three years.
Mr Shu owns just 6% of Deliveroo’s shares, however, compared to the roughly 20% of Wise which is owned by Mr Kaarmann.
If the fintech does proceed with the dual-class structure, it would not be eligible for the London market’s premium listing segment or inclusion in leading indices for as long as it remains in place.
THG Holdings, the owner of the online beauty retailer The Hut Group, also has a dual-class structure which gives Matthew Moulding, its founder and CEO, overall control.
Sky News reported earlier this month that Wise was exploring plans to list directly on London without raising any primary capital from the sale of new shares.
A direct listing, or introduction as it is often called in the London market, remains comparatively rare for capital-hungry technology companies which routinely use IPOs as a way of strengthening their balance sheets.
If Wise chooses to eschew an IPO in favour of an introduction or direct listing, it would enable the company to shorten the flotation process and sharply reduce the fees paid to investment bankers and other advisers.
It would be another bold step for one of the UK’s most prominent tech businesses, which has grown from a standing start to boasting more than ten million customers in less than a decade.
Wise has appointed Goldman Sachs and Morgan Stanley to work on taking it public, and it has yet to make final decisions about the timing or structure of a listing.
Given current tech valuations, Wise is certain to be worth well in excess of the $5bn valuation at which it sold a stake last summer, with one investor saying it could be worth as much as twice that sum.
The company, which was founded by Taavet Hinrikus and Mr Kaarmann, has become one of the prime targets of chancellor Rishi Sunak for a London flotation.
Executives have held talks with the prime minister and the chancellor about its IPO ambitions in recent months.
Wise is seen as a particularly important company to persuade to float in London because of its rapid international growth.
The business employs 2,300 people and has issued a total of more than a million debit cards.
Last July, D1 Capital Partners, which has placed substantial bets on some of the world’s biggest tech companies bought a $200m stake from other TransferWise investors.
That deal came in the wake of Wise securing a licence from the Financial Conduct Authority to offer investment products, a move that it says will enable customers’ cash balances to earn a more attractive return.
It has, however, no plans to become a fully-fledged bank that would – in the UK – compete with the likes of Monzo, Revolut or Starling.
Mr Hinrikus and Mr Kaarmann, who were born in Estonia, set the company up amid frustration about the cost of sending money overseas.
A flotation would make them both paper billionaires if estimates of the size of their shareholdings in TransferWise – they are thought to own roughly 40% between them – are correct.
Long-standing Wise shareholders include Sir Richard Branson, and IVP, a Silicon Valley fund which has backed Snapchat parent Snap and Twitter.
The company became a “unicorn” – a tech start-up worth at least $1bn – in 2015, and is more richly valued than other British fintech champions such as Oaknorth, the digital bank, which has raised hundreds of millions of pounds from SoftBank’s Vision Fund.
Wise has launched a string of products in recent years, including a borderless account enabling people to move money between dozens of currencies.
A spokeswoman for Wise declined to comment.