"***************** goes to war with itself
Updated Dec 7, 2022
On Monday, mining investor and prominent member of WA Inc.
Gavin Argyle swept into the Perth offices of
***************** to give confused employees a pep talk about the future direction of the ASX-listed media company.
Argyle, along with his father, David, had blasted out TMH’s managing director
Jag Sanger from the company four days earlier using a section 249D notice to remove him.
But apart from Argyle Jnr’s thought bubbles about how to moderate the company’s hotcrapper forums and the importance of free speech, staff remained none the wiser about the real reasons behind the expulsion of the firm’s founder.
The meltdown at TMH has been both swift and bizarre. The company’s big-name investors and staff are now sitting front row for a duel between Argyle and Sanger about who ultimately ends up controlling what veteran media writer
Tim Burrowes recently called “the biggest media company you probably haven’t heard of”.
TMH is known primarily as the operator of hotcrapper. The popular and controversial message board website is a haven for Australia’s retail traders and pump-and-dump speculators. If Reddit’s
WallStreetBets has GameStop and AMC, hotcrapper is ground zero for Aussies speculating on small- and mid-cap mining and health stocks.
But the company’s core business is selling advertising and “digital services” to those same public companies, which involves display ads plastered across the website and emails to TMH’s members. Those listed and pre-IPO companies can also pay for some of these services in stock.
The firm’s recent performance has been patchy; TMH made $16 million of EBITDA on $23 million in revenue in FY 2021, before swinging to a loss of $1.85 million on $28 million in revenue, dragged down by, you guessed it, the stock holdings of its advertisers.
As it stands, the Argyles and associated investment vehicles hold more than 40 per cent of the stock, but there are other reputable names among TMH’s shareholders, including reclusive investor
Duncan Saville, whose Bermuda-based ICM Investments owns more than 20 per cent through UIL Ltd. And then there is small-cap specialist
Adrian Di Mattina’s SG Hiscock holding about 8 per cent.
Vendor loan blow-up
Earlier this year, TMH under Sanger took things up a notch, acquiring a trio of notable classifieds brands – Gumtree, Carsguide and Autotrader – from Norway-based Adevinta for $87 million.
The deal appears at least in part to be the cause of the rift between the Argyles and Sanger. The transaction was largely funded by a $60 million vendor loan agreed to with Adevinta. That is, the Norwegians had quite literally paid TMH to take the classifieds assets off their hands.
Sanger had planned to take on debt this year to pay off part of the loan, then issue new shares next year for the remainder of the payment. That plan seemed to anger the Argyles who disliked the terms of the debt and had concerns about the plans to issue new equity, which may dilute their control of the business.
With Sanger now out of the picture, TMH announced on Tuesday that the Adevinta vendor loan had been renegotiated, with a $US27 million ($40 million) instalment payment kicked into next year. According to a filing, TMH said it would now pay the full amount by the end of March.
Meanwhile, TMH has agreed to hold a meeting in mid to late January to resolve the Sanger situation. TMH board chairman Alec Pismiris told this column in a brief phone call that “there will be a vote by the company’s shareholders” on Sanger’s continued involvement in the firm, but declined to comment further.
Whether Sanger can rally all the non-Argyle aligned shareholders to vote against the move at next month’s board meeting seems like a tall order. Let’s hope he hasn’t been locked out of his hotcrapper account!"
https://www.afr.com/rear-window/the-market-herald-goes-to-war-with-itself-20221207-p5c4d3