Wise co-founder accuses £10bn fintech of 'misleading' investors

Yahoo

24-07-2025

The fintech entrepreneur who has gone to war with the £10bn payments company he co-founded has accused it of "misleading" its own investors and warned that a move to extend its current governance arrangements could be derailed in court.
In a statement issued to Sky News, Taavet Hinrikus's investment vehicle, Skaala, said Wise's claim that its proposals to extend its dual-class share structure by a decade when it moves its main listing to the US should have been updated through a formal stock exchange announcement.
Mr Hinrikus is angry that the voting share structure has been wrapped up in a wider vote on the move to the US, which he says is undemocratic and unfair on investors.
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"On 21 July, Wise released a market announcement claiming that 'three key independent proxy advisory firms - ISS, Glass Lewis and PIRC - have come out unanimously in favour of the proposal and recommend shareholders vote for it'," Skaala said.
"This statement has subsequently been proven to be misleading.
"In reality, PIRC's report - issued on 15 July - explicitly recommended shareholders vote against the scheme, citing serious concerns about governance.
"Investors are overwhelmingly influenced by the views of professional proxy advisors.
"Wise should have made a corrective announcement via RNS to update the market.
"Skaala called for this immediately on learning of the issue, but Wise instead chose to quietly issue a statement on its website on 23 July 2025 with no accompanying statement to the market."
It is the latest salvo in an escalating row between Skaala, which owns just over 5% of Wise's shares, and the company - which continues to be run by his co-founder, Kristo Kaarmann.
Glass Lewis and ISS have both amended their reports since the public disclosure of the dispute on Monday, although neither has changed their voting recommendations.
Mr Hinrikus also said that Wise's chairman, David Wells, had claimed incorrectly that "Skaala's call to separate the extension of dual-class rights from the US listing 'misrepresents how a scheme of arrangement operates legally and in practice'".
He accused Mr Wells of making claims which were "legally and commercially unfounded".
"Skaala has put forward several practical, legally viable options for Wise to address shareholder concerns," it told Sky News on Thursday.
"These include proposing two alternative schemes of arrangement - both facilitating the US dual-listing, but offering shareholders the choice to approve it either with or without the 10-year extension of the dual-class voting rights.
"These alternatives have been clearly set out in Skaala's correspondence with Wise and referenced in Glass Lewis's Report Feedback Statement to its clients.
"Wise has thus far rejected these proposals out of hand."
Skaala also claimed there was "a substantial risk the [High] Court will decline to sanction [the proposals] at the sanctions hearing in [the second quarter of 2026], given the procedural, fairness and transparency issues surrounding the scheme as presented".
"In such a scenario, the dual listing would be materially delayed - possibly by months - and significant cost and risk would be introduced unnecessarily.
"Should Wise only seek to restructure the Scheme after a failed Court sanction, any new scheme would face further delays and risk regulatory clearances being lost or needing to be reobtained.
"This entirely avoidable situation is the direct result of the Company's insistence on securing enhanced voting rights for CEO Kristo Kaarmann under the current proposal," Skaala said.
Wise's existing dual-class structure was put in place in 2021, when the company floated in London with a pledge that it would revert to a single class of shares five years after its stock market debut.
In response, Wise said PIRC's recommendation to shareholders to vote in favour of the company's plans was contained in a report submitted to it on 10 July.
"We were made aware [on 23 July] that PIRC had made available reports to subscribers on 15 July 2025 that recommended against the proposal.
"Wise was never provided with a copy of these reports and, as soon as we became aware of the 15 July reports, requested copies from PIRC."
Shares in Wise, which has a market capitalisation of £10.3bn, have risen by more than a third in the last year.