Perth business woman Megan Wynne attracted national headlines last month when she was hailed as Australia’s newest billionaire, yet recent disclosures by her company indicate that was never the case.
Ms Wynne is the founder and executive chair of APM Human Services International, which listed on the ASX last month after raising $982 million.
It was one of the biggest IPOs of the year and is shaping up to be one of the worst.
Investors paid $3.55 per share to get a slice of the action but the shares started trading on November 12 at $3.30 and have been falling ever since, trading today at $2.69 per share.
But that is not the main reason Ms Wynne should no longer be considered a billionaire.
Instead, it relates to the arcane provisions of the Corporations Act and its impact on how company directors disclose their interest in shares.
APM’s prospectus said Ms Wynne would hold 313.5 million shares upon completion of the company’s ASX listing.
At the issue price of $3.55, that stake was worth $1.1 billion.
The footnotes explained that the: “Interests of Megan Wynne include shares held by her related party, Dr Bruce Bellinge, through Bellinge Holdings Pty Ltd”.
Dr Bellinge, a successful Perth medical entrepreneur, is also described in the prospectus as an “associate” of Ms Wynne.
That’s hardly surprising as Dr Bellinge is Ms Wynne’s husband.
He accumulated most of his shares (100.8 million) after lending money to APM in the company’s early years and then converted the loan to equity.
Some articles last month noted the role played by Dr Bellinge and referenced him as a shareholder, but the focus was very much on Ms Wynne as a billionaire.
The company provided further disclosures on November 16, when it said ‘’Wynne and Bellinge” would own 32.82 per cent of the company.
“Each of Wynne and Bellinge has a relevant interest pursuant to section 608(1) of the Corporations Act 2001 as the holder of ordinary shares,” the company stated.
“Each of Wynne and Bellinge also has voting power in the ordinary shares held by the other by virtue of section 12(2)(c) of the Corporations Act.”
Despite these links, Ms Wynne’s director’s interest notice – known as an Appendix 3Y – stated she has an interest in just 194.1 million shares.
That is, just the shares she holds in her own name, with no mention of Dr Bellinge.
Asked about the difference, APM said it satisfied each specific lodgement requirement.
“Being a related party or associate to Megan Wynne does not automatically require inclusion in her director interest notice,” the company said.
“Inclusion will depend on whether Megan Wynne has a relevant interest in those securities.
“This is determined for each relevant holding and relationship.”
Business News is not suggesting any flaws in APM’s disclosure; rather, this example illustrates the complexities surrounding the disclosure of director’s interests.
Four other examples help illustrate this.
When APM chief executive Michael Anghie lodged his Appendix 3Y, he included 20.2 million shares he holds directly and a further 1.2 million shares in which he has an indirect interest.
The latter shares are held by an entity named Wattle (WA) Pty Ltd as trustee for the Wattle Trust.
Mr Anghie is a director of Wattle (WA) and a beneficiary of the Wattle Trust and therefore has a “relevant interest” in the shares.
Another example is Wesfarmers chief executive Rob Scott; his latest Appendix 3Y included 239,000 Wesfarmers shares held by his wife.
As trustee of the Scott Family Trust, she is the registered holder, but as a beneficiary of the trust, he has an interest in those shares.
A third example is Mader Group founder and chief executive Luke Mader.
His most recent Appendix 3Y included 63.7 million shares held by a private company controlled by his spouse, along with 5.7 million shares held directly by his spouse.
Similarly, Capricorn Metals boss Mark Clark holds most of his shares in the gold miner through a family trust but also includes shares held by his spouse.
These example all show that disclosures by each company director depend on their specific circumstances, including their family arrangements and the entities through which they have a “relevant interest”.
But they also show that the vast majority of company directors include shares held by their spouse.
It’s worth noting that these disclosures relate just to shares held in ASX-listed companies where they serve as a director.
They provide no insight into other assets (or debts) that company directors hold, which means we don’t really know how much Ms Wynne (or any other company director) is worth.
For the record, Ms Wynne’s direct stake in APM is currently worth $520 million, which still makes her one of WA’s wealthiest and most successful business people.
That was after she sold 8.5 million shares at $3.55 as part of the float process, for total proceeds of $30 million.
Mr Anghie’s 21.4 million shares in APM are worth $57.8 million.
That was after he sold 11.5 million shares at $3.55 for proceeds of $41 million.
