REG - J.P. Morgan Sec PLC Auction Technology - RESULT OF PLACING IN AUCTION TECHNOLOGY GROUP PLC

Auction TechnologyAnnouncement

28/06/2024 07:00

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RNS Number : 2523U  J.P. Morgan Securities PLC.  28 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR
SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

RESULT OF PLACING OF ORDINARY SHARES IN AUCTION TECHNOLOGY GROUP PLC ("ATG" OR
THE "COMPANY")

28 June 2024

Further to the announcement released on 27 June 2024 in relation to a proposed
secondary sale of ordinary shares in ATG (the "Placing"), TA Associates
through its sub-funds TA XIII-A L.P., TA XIII-B, L.P., TA Investors XIII L.P.,
TA Investors IV EU AIV L.P. and TA Subordinated Debt Fund IV L.P. (together,
the "Sellers") announce that pursuant to the Placing, the Sellers have sold an
aggregate of approximately 6.1 million ordinary shares in the share capital of
ATG, by way of an accelerated bookbuild to institutional investors at a price
of 525 pence per ordinary share, raising gross proceeds of approximately £32
million.

Following the completion of the Placing, TA Associates will hold approximately
15.3 million ordinary shares in the capital of ATG, representing approximately
12.6% of ATG's issued share capital.

The Sellers will be locked up in respect of their residual holdings until 60
days post settlement of the Placing, subject to customary exceptions.

J.P. Morgan Securities plc ("J.P. Morgan"), which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") acted as
sole global coordinator and sole bookrunner in connection with the Placing.

ATG will not receive any proceeds from the Placing.

 

Enquiries

 J.P. Morgan Cazenove                                             +44 (0) 20 7742 4000

 (Sole Global Coordinator and Sole Bookrunner)
 Virginie De Grivel Nigam, Harry Sanders, Edoardo Maria Giacobbe

 

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. No action has been taken that would
permit an offering of the Placing Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, South Africa, Japan or any other jurisdiction and
the securities referred to herein have not been registered under the
securities laws of any such jurisdiction. The Placing Shares have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any State or
any other jurisdiction of the United States, and may not be offered or sold,
directly or indirectly, in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of,
the Securities Act and in compliance with all applicable securities laws of
any State or any other jurisdiction of the United States. No public offering
of securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA"), this announcement and
any offer of Placing Shares if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of the Prospectus
Regulation ("Qualified Investors"). For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom
this announcement is only being distributed to, and is only directed at, and
any investment or investment activity to which this announcement relates is
available only to, and will be engaged in only with, Qualified Investors who
are (i) investment professionals falling with Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the
Placing Shares may otherwise be lawfully communicated (all such persons
together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this announcement
and should not act or rely on it.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision in connection with the Placing must
be made on the basis of all publicly available information relating to ATG and
its shares. Such information has not been independently verified and the
Sellers and J.P. Morgan Cazenove are not responsible, and expressly disclaim
any liability, for such information. The information contained in this
announcement is for background purposes only and does not purport to be full
or complete. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness.

In connection with the Placing, J.P. Morgan Cazenove or any of its respective
affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell or offer to sell for its own
account such Placing Shares and other securities of ATG or related investments
in connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by J.P. Morgan Cazenove and any
of its respective affiliates acting as investors for their own accounts. J.P.
Morgan Cazenove does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in ATG or its shares.

This announcement does not constitute a recommendation concerning the Placing.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Acquiring
Placing Shares to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Potential investors
should consult a professional advisor as to the suitability of the Placing for
the entity or person concerned. This announcement does not represent the
announcement of a definitive agreement to proceed with the Placing and,
accordingly, there can be no certainty that the Placing will proceed. The
Sellers reserve the right not to proceed with the Placing or to vary the terms
of the offering in any way.

 

J.P. Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove, is authorised by the Prudential
Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA. J.P. Morgan Cazenove is acting for the Sellers only in
connection with the Placing and no one else, and will not be responsible to
anyone other than the Sellers for providing the protections offered to clients
nor for providing advice in relation to the Placing Shares or the Placing, the
contents of this announcement or any transaction, arrangement or other matter
referred to in this announcement.

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and include
statements regarding intentions, beliefs or current expectations. No
assurances can be given that the forward-looking statements in this
announcement will be realised. As a result, no undue reliance should be placed
on these forward-looking statements as a prediction of actual events or
otherwise.

 

 

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