How legal at Wise led the UK’s first ever direct listing

This is a chapter from The Bundle: issue #2 - the IPO special. Jessica Winter is the Head of Corporate at Wise. Wise listed on the London Stock Exchange in July 2021, with a valuation of $11bn.

No-one had ever completed a direct listing in the UK before we did it. We decided to go down this route because we felt it was consistent with our mission: money without borders - instant, convenient, transparent and eventually free.

It was a first for Wise, but also for the law firms, stakeholders, and advisors we had worked with. We spent a lot of time ensuring the process ran smoothly for everyone and did justice to our business and the plan we had in place.

Preparing for the IPO 💪

Getting started involved aligning all the parties involved and making sure that process of coming to market via direct listing was crystal clear. From the get-go we worked closely with the finance team, which is typical of any listing.

We also had input from tax and CoSec teams, and collaborated with external counsel, investment banks, share registrars and the accounting firms that complete the audit and finance reports. Our IPO was such a bespoke design that we needed to make sure everyone was aligned on the project.

This kind of project was new to all of us, and we knew it would inevitably contain various unforeseen challenges along the way. I had to make sure our team had the right experience to deliver, and bolstered the legal team with a secondee from Linklaters, the law firm who partnered with us on the IPO.

I looked out particularly for individuals that could be commercial and adaptable. We couldn’t have gone public with people who only walked the well-trodden path. It’s difficult to be creative when you don’t have a solid foundation, but at the same time, we needed people who knew the existing system back to front, to make sure that we had the right expertise.

Sometimes you should move away from the traditional method. Our direct listing proved that. Other times it’s not easy to do, and can open up the business to more risk

Avoiding the well-trodden path 🚶

We wanted to do things differently, with customers, employees, shareholders, and the company in mind. Moving away from the well-trodden path is sometimes easy - and other times harder than anticipated.

Sometimes you should move away from the traditional method, and our direct listing proved that. Other times it’s not easy to do, and can open up the business to more risk. Legal counsel are often right in the middle of that dilemma, trying to figure out whether it’s worth moving away from the expected, traditional approach.

You need to dig deep and ask yourself: does it make sense? Is it an improvement to depart from the well-trodden path? Does it benefit the company, our customers, our shareholders? It’s a deep intellectual challenge, which also highlights why you need a team that understands the process inside and out.

Creating a scalable, searchable universe of contracts isn't easy, especially with an IPO on the horizon. Juro can help; find out how in this case study with Cazoo.

Onboarding was super smooth; we were definitely seeing value with contracts being created within a month
- Michael Haynes, Head of Legal, Cazoo

Raising the bar 📊

I find the IPO process in London rewarding because there’s a strong group of hardworking, intelligent people in the City. When we listed in July 2021, everyone’s hard work came together as a sense of community and shared endeavour.

The IPO also embedded the legal function more successfully because it was such a transformative and collaborative project. The qualities at high-growth companies aren’t always associated with legal, but through the listing we’ve demonstrated we have those qualities too, and it’s helped to raise the profile of the legal team. I think the way we pulled off the listing at Wise was incredibly rewarding and brought us closer as a team and with the wider working group.

My colleague, the GC at Wise, Dean Nash, shares his experience below in an interview with Juro, reflecting on the achievement, and what we would do differently as a team if we had to do it again.

Reflections on the IPO: an interview with Wise GC, Dean Nash 💬

I had nine months to hire lawyers and get the legal team to a point where it could continue scaling without me heavily involved.  By the time I was deep in the IPO, I felt extremely lucky to have a really strong team that I could rely on

Wise completed the first ever direct listing of a tech company on the London Stock Exchange - what was that experience like?

It was a really fascinating experience and we broke a lot of new ground. The direct listing had never been done in the UK before, so we had to speak to a few investment banks in the US to understand the process.

Were there any unexpected challenges in joining a business that was planning to go public?

I knew this project was on the horizon when I joined Wise, but when I joined, the legal team was a little understaffed. And I understood that if we were going to kick off this process in nine months, I essentially had nine months to hire some lawyers and get the legal team to a point where it could continue scaling without me heavily involved.

So the first nine months were quite stressful, and involved getting that structure in place, hiring, setting roles and responsibilities for the team, and so on. But by the time I was deep in the IPO project, I felt extremely lucky to have a really strong team that I could rely on.

How does legal’s role change once the company goes public?

There hasn’t been much of a difference for us - we implemented policies and procedures in the preparation stage, but it feels more like a continuation of good business practice than a significant change, given that we are a heavily regulated business.

The main difference is that we now have market abuse policies. A lot of employees used to working at startups are accustomed to high levels of transparency. We’ve had to consider the balance between being as transparent as possible, so people have context to do their jobs - but also managing inside information risk.

What do you wish you knew before you took on this project?

I was well briefed on all the twists and turns we may expect by our fantastic Head of Corporate, Jessica Winter, and Linklaters, our IPO counsel. By the time I arrived, Jess had already developed a plan of action and a coherent idea around the deal structure. 

The biggest twist, however, was COVID - what we hadn’t anticipated was doing a deal of this size and complexity from our bedrooms, local cafes and home offices. With blurred lines between work and home life, and the whole team motivated to list the company in such a unique way, everyone was burning the candle at both ends.

Dean Nash is the General Counsel at Wise. Wise listed on the London Stock Exchange in July 2021, with a valuation of $11bn.

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