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LONDON - Wise (LON:WISEa) plc announced Monday that the UK Takeover Code would apply to Wise Group plc (Wise Holdco) in the same way it currently applies to Wise plc, should shareholders approve the proposed corporate reorganization.
The reorganization, detailed in a scheme circular published on July 3, would establish Jersey-incorporated Wise Holdco as the ultimate parent company with a primary listing on a U.S. stock exchange and secondary listing on the London Stock Exchange (LON:LSEG).
The UK Panel on Takeovers and Mergers has confirmed that Wise’s dual-class share structure would continue under Wise Holdco, with Class A shares carrying one vote per share and Class B shares carrying nine votes per share. The "sunset" period for Class B shares would extend to ten years from the scheme’s effective date, compared to the current five-year period from Wise plc’s listing anniversary.
Wise also announced that following consultations with the Panel, there is no longer a founder concert party comprising Kristo Käärmann and Taavet Hinrikus. This change reflects that Hinrikus no longer plays an active role in Wise’s operations, having stepped down from the board and his role as chair in December 2021.
Käärmann currently holds 54.91% of total voting rights in Wise plc and would maintain the same percentage in Wise Holdco upon admission. His voting rights could increase to 66.22% if all outstanding Class B shares, except his own, ceased to carry voting rights.
The reorganization proposal requires shareholder approval. Wise noted that the Panel’s recent consultation paper on amendments to the Takeover Code regarding dual-class share structures is not expected to materially impact how the Code applies to the company.
The announcement was made in a press release statement from the company.
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