Yet the optics were poor. Other jazzy tech, green or life sciences start-ups may follow Cazoo, the used-car sales portal, in opting instead to go public in New York, perhaps by backing into a special purpose acquisition company — the big trend of the moment. Indeed, the longer London stands aside from the Spac craze, the more it risks hot growth prospects being snatched from under its nose. The more UK institutional investors remain wary of dual-class share structures, meanwhile, the more founder-chief executives — anxious to ensure they can fulfil their vision for the company they created — will go elsewhere. Hence the proposals from Lord Jonathan Hill to ease constraints on both.
Some investors, along with the Financial Times, have warned that regulators should tread carefully in changing rules to allow a rush of Spacs to London. The Hill review proposed removing a disincentive for Spacs to list by no longer forcing their shares to be suspended when they announce a potential acquisition, which can leave investors "locked in" even if they don't like the target. Spac shareholders would gain protections, such as a shareholder vote on the takeover, and redemption rights. But careful consideration must be given to what kind of financial projections Spacs can and are obliged to offer investors — and the post-deal "lock-ins" required for Spacs' sponsors.
Proposals to allow companies with dual-class share structures to pursue "premium" listings, provided they have five-year time limits and a maximum weighted voting ratio of 20:1, are reasonable. Deliveroo, despite having a large enough capitalisation, was barred from inclusion into the FTSE 100 because of the outsized voting rights granted to Will Shu, its co-founder and chief executive — depriving it of tracker fund investment. Yet given some institutions steered clear of Deliveroo in part because of the share structure, it is clear changing the rules is only part of the story; culture change is needed too.
While some investors may say they could not see a clear path to sustainable profits for the food delivery company, some entrepreneurs suggest UK institutions are less willing to back lossmaking tech start-ups — however strong their outlook — than their US counterparts. Investors have reason for caution. But successful tech investing often means backing a lot of risky companies on the assumption many will fail, but the winners will be worth it.