REG - Auction Technology - Annual Report and Accounts and AGM Notice

Auction TechnologyAnnouncement

15/12/2021 10:00

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RNS Number : 7432V  Auction Technology Group PLC  15 December 2021

15 December 2021

 

Auction Technology Group plc

(the "Company" or "ATG")

 

Publication of 2021 Annual Report and Accounts and

Notice of 2022 Annual General Meeting

 

Following the release on 2 December 2021 of its preliminary results for the
year ended 30 September 2021, the Company announces that it is today
publishing its 2021 Annual Report and Accounts. The Company also announces
that its Annual General Meeting ("AGM") will be held at 10.00 a.m. on Tuesday
25 January 2022 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A
2AL.

 

At the present time, it is expected that UK Government rules and advice
relating to the COVID-19 pandemic will permit a physical meeting to be held,
but this may be subject to change at short notice.  Any change affecting the
holding of the AGM will be posted on the Company's website
(www.auctiontechnologygroup.com (http://www.auctiontechnologygroup.com) ) and
by way of announcement to the London Stock Exchange. Shareholders are advised
to regularly check the Company's website for updates in relation to the AGM
and to carefully consider the Government advice in effect at the time of the
AGM. Due to the ongoing uncertainty in respect of the COVID-19 pandemic we
strongly encourage shareholders to appoint the chair of the meeting as their
proxy, irrespective of whether or not they plan to attend in person.

 

In accordance with Listing Rule 9.6.1 of the UK Financial Conduct Authority
("FCA") a copy of the Annual Report and Accounts, the Notice of AGM and Proxy
Form have been submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Copies of the Annual Report, Notice of AGM and Proxy Form will also be shortly
available to view on the Company's website at
www.auctiontechnologygroup.com/investors/
(http://www.auctiontechnologygroup.com/investors/) .

 

Compliance with DTR 6.3.5R

The information included in the final results announcement released on 2
December 2021, together with the information in the Appendix to this
announcement which is extracted from the 2021 Annual Report and Accounts,
constitute the materials required by the FCA's Disclosure Guidance and
Transparency Rule 6.3.5R. This announcement is not a substitute for reading
the 2021 Annual Report and Accounts in its entirety.

 

Enquiries

 Tulchan Communications                               +44 (0) 207 353 4200

(Public relations advisor to ATG)

                                                      ATG@tulchangroup.com (mailto:ATG@tulchangroup.com)
 Tom Murray, Sunni Chauhan, Matt Low, Laura Marshall

 ATG
 For investor enquiries                               investorrelations@auctiontechnologygroup.com

                                                    (mailto:investorrelations@auctiontechnologygroup.com)
 For media enquiries

                                                    press@auctiontechnologygroup.com (mailto:press@auctiontechnologygroup.com)

APPENDIX

Statement of Directors' Responsibilities

Page 87 of the Annual Report contains the following statement regarding
responsibility for the financial statements and the management report included
in the Annual Report.

The Directors are responsible for preparing the Annual Report and the Group
and parent Company financial statements in accordance with applicable law and
regulations.

Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the Group
Consolidated Financial Statements in accordance with International Financial
Reporting Standards ("IFRSs") as adopted by the European Union and Article 4
of the IAS Regulation and have elected to prepare the parent Company Financial
Statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable law), including
FRS 101 "Reduced Disclosure Framework". Under company law the Directors must
not approve the accounts unless they are satisfied that they give a true and
fair view of the state of affairs of the Company and of the profit or loss of
the Company for that period.

In preparing the parent Company financial statements, the Directors are
required to:

·      select suitable accounting policies and then apply them
consistently;

·      make judgements and accounting estimates that are reasonable,
relevant, reliable and prudent;

·      state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in the
parent Company financial statements; and

·      prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.

 

In preparing the Group Consolidated Financial Statements, International
Accounting Standard 1 requires the Directors to:

·      properly select and apply accounting policies;

·      present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;

·      provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and

·      make an assessment of the Company's ability to continue as a
going concern.

 

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual financial
report

We confirm that to the best of our knowledge:

·      the Financial Statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole;

·      the Strategic Report includes a fair review of the development
and performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and

·      the Annual Report and the Consolidated Financial Statements,
taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company's position and
performance, business model and strategy.

 

This responsibility statement was approved by the Board of Directors on 1
December 2021 and is signed on its behalf by:

 

John-Paul Savant
                                   Tom
Hargreaves

Chief Executive Officer
Chief Financial Officer

 

Principal Risks and Uncertainties

Pages 52 to 55 of the Annual Report contain the following statement on
principal risks and uncertainties faced by the Group.

Identifying, monitoring and managing the Group's principal risks

The Board has carried out a robust assessment of the principal risks facing
the Group, including those that would threaten its business model, future
performance, solvency or liquidity. This included an assessment of the
likelihood and impact of each risk identified, and the mitigating actions
being taken. Risk levels were modified to reflect the current view of the
relative significance of each risk.

The principal risks and uncertainties identified are detailed in this section.
Additional risks and uncertainties to the Group, including those that are not
currently known or that the Group currently deems immaterial, may individually
or cumulatively also have a material effect on the Group's business, results
of operations and/or financial condition.

Whilst we operate in an evolving environment with several clear risks, we take
a proactive and robust approach to identifying any new risks, and evaluating
and mitigating all known risks through a regular review process. Climate
change is not currently considered to be a principal risk for the Group given
the nature of our business. The Board will continue to monitor the
environmental impact of our business on the environment and the potential
impact of climate change.

COVID-19

The COVID-19 pandemic caused unprecedented levels of disruption globally, with
periods of national and local lockdowns in each of the territories we operate.
However, the Group has continued to trade strongly and has experienced
accelerated growth during the COVID-19 pandemic, in part due to acceleration
of the shift from offline to online auctions. As restrictions have started to
ease, we have not seen a significant change in behaviour of auctioneers and
bidders returning to the use of physical auctions away from online however,
there is a risk this could happen therefore reducing the number of auctioneers
and/or bidders using the marketplaces or platform. The pandemic may also have
longer-term impacts on other stakeholders such as employees, customers,
suppliers and the wider economy which in turn may impact the Group.

The safety of our employees has been a priority, with staff supported in their
need to work from home according to their personal circumstances.
Intra-company communication has continued at regular intervals using
accessible technology with regular town hall streaming of communications to
all staff including real time Q&A sessions. We have ensured our supplier
payments have continued to be made in accordance with supplier payment terms.

 

 1. IT infrastructure - stability and business continuity of auction platforms
 Description of risk                                                              Mitigating action/controls
 An inability to maintain a consistently high-quality experience, including       The Group maintains a scalable and resilient IT infrastructure with real-time
 network or server failure for the Group's auction house and bidder customers     monitoring and alerting. Processes are in place to ensure that dedicated
 across its marketplaces or platform, could affect the Group's reputation,        technical and client operations teams are mobilised to minimise client impact.
 increase its operational costs and cause losses.
 2. IT infrastructure - inability to keep pace with innovation and changes
 Description of risk                                                              Mitigating action/controls
 If the Group fails to keep pace with innovation and changes in technology this   The Group has a dedicated team of product managers responsible for keeping
 could result in fewer auction houses and/or bidders using the marketplaces or    pace with changes in customer expectations and technology, and defining the
 platform and therefore a loss of revenue.                                        roadmap of features for the platform and marketplaces. New functionality is
                                                                                  tested with a subset of the user base, to gather real-time usage data and
                                                                                  feedback, to then optimise the user experience.
 3. Data security/data loss
 Description of risk                                                              Mitigating action/controls
 A key asset to our business is our data. Like many technology businesses, the    The Group has an internal governance framework for data protection and
 risk of security breaches and/or targeted attacks and other disruptions is       security policies and procedures in place along with robust IT and security
 ever present. Whilst we design security into the way we operate, we are          controls. Annual penetration tests are performed on all proprietary systems
 acutely aware that any compromise to our systems could disrupt the Group's       along with security recommendations from third-party security providers which
 business, compromise sensitive and confidential information, affect the          are reviewed each month.
 Group's reputation, increase its operational costs and cause potential

 financial losses in the form of penalties.                                       The Group appointed an experienced Data Protection Officer during the year to
                                                                                  oversee all data protection matters and work with stakeholders across the
                                                                                  Group to review, develop and improve our data practices and procedures.

                                                                                  Further details are set out in the governance section of the ESG report on
                                                                                  page 40.
 4. Competition
 Description of risk                                                              Mitigating action/controls
 The Group's business model may come under significant pressure should a          The combination of our leadership, people, agile way of working and strong
 significant number of auction houses choose to take bidder generation,           industry knowledge and networks helps to ensure that we stay up-to-date with
 technology development and customer service (amongst other things) in-house      the competitive landscape within which we operate.
 and so bypass the marketplaces or platform, including as a result of auction

 houses who use the Group's white label offering attempting to maintain their     We are constantly innovating with our technology and engaging our customers
 own platforms rather than using the Group's platform.                            for feedback. We also undertake regular horizon-scanning activities to
                                                                                  understand competitive threats and opportunities.
 5. Failure to deliver expected benefits from acquisitions and/or integrate the
 business into the Group effectively
 Description of risk                                                              Mitigating action/controls
 The Group has in the past made and in the future may undertake further           Clear plans and route maps are prepared to successfully integrate newly
 acquisitions and investments, which may prove unsuccessful or divert its         acquired businesses into the Group. It is important that we retain key
 resources, result in operating difficulties, and otherwise disrupt the Group's   expertise in our newly acquired businesses. Post the acquisitions completing
 operations.                                                                      we continue to review operational structures to ensure they are optimised
                                                                                  globally.

                                                                                  Performance of the acquired businesses is reviewed against the initial
                                                                                  investment cases prepared to ensure their performance is in line with original
                                                                                  expectation.
 6. Attracting and retaining skills/capabilities and succession planning
 Description of risk                                                              Mitigating action/controls
 Our business depends on hiring and retaining first class talent in the highly    During the year the Group has recruited a number of senior hires, including a
 competitive tech industry. Inability to attract and retain critical skills and   new Chief Marketing Officer.
 capabilities could hinder our ability to deliver on our strategic objectives.

                                                                                  Following the IPO, the Nomination Committee has been established to help
                                                                                  review succession planning for the Board and senior management.

                                                                                  A variety of techniques are applied to attract, retain and motivate our staff,
                                                                                  with particular attention to those in key roles.

                                                                                  These techniques include the regular review of remuneration packages, share
                                                                                  incentive schemes, training, regular communication with staff, annual employee
                                                                                  surveys and a thorough performance review process.

                                                                                  Further details on our people can be found in the ESG section on page 40.
 7. Regulatory compliance
 Description of risk                                                              Mitigating action/controls
 The Group operates in a constantly changing and complex regulatory               Compliance for the Group is overseen by the Audit Committee and the Board is
 environment, increasingly so following its listing on the LSE during the year.   ultimately responsible. They are supported by our legal, company secretary,
 There is a risk that the Group, or its subsidiaries, fail to comply with these   finance, operations and technology teams. We ensure that all our people are
 requirements or to respond to changes in regulations, including the Financial    appropriately trained in compliance, relative to their roles.
 Conduct Authority's rules and guidance, GDPR, or specific legislation in the

 territories in which the Group operates including the Competition and Markets    We have developed a detailed governance framework to monitor our legal and
 Authority in the UK.                                                             regulatory risks, and to ensure that we comply with the principles, rules and

                                                                                guidance applicable to our regulated activities. These are regularly reported
 This could lead to reputational damage, financial or criminal penalties and      upwards to the Audit Committee and Board.
 impact on our ability to do business.
 8. Governance and internal control
 Description of risk                                                              Mitigating action/controls
 As a newly listed Group, establishing and maintaining corporate governance       During the IPO process a complete review of the Group's policies and
 standards, and an effective and efficient risk management and internal control   procedures was conducted to ensure they were appropriate for a listed Group.
 system, proportionate to the needs of the Group, is a key part of our short      At the same time the Audit Committee was established to monitor these and
 and long-term success. Any failure and/or weakness in this area (financial and   review progress against the implementation of controls, as detailed in the
 non-financial) could have an impact on the operations of the Group.              Financial Position and Prospects Procedures.

                                                                                  The Board has ultimate responsibility for ensuring compliance with
                                                                                  the Corporate Governance Code. For further information on activities
                                                                                  undertaken by the Board and Committees during the year see pages 59 to 74.
 9. Economic and geo-political uncertainty
 Description of risk                                                              Mitigating action/controls
 Group performance could be adversely impacted by factors beyond our control      This risk is mitigated by keeping abreast of macroeconomic developments and
 such as the economic conditions and political uncertainty in key markets.        ensuring that the Group responds swiftly to any as they materialise.

 The macroeconomic climate including the continued uncertainty following Brexit   The Group has demonstrated through the ongoing pandemic, and last year in
 on the UK economy and the US political landscape has impacted the second-hand    particular, that it has a strong business model and its diversified revenue
 goods markets both directly and indirectly. More details on the impact in FY21   streams and geographical markets help to mitigate the impact of political or
 can found in the Market Overview section on page 26.                             economic instability in any particular country or region.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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