REG - Auction Technology - Statement regarding Possible Offer

Auction TechnologyAnnouncement

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RNS Number : 6228N  Auction Technology Group PLC  05 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

5 January 2026

 

Auction Technology Group plc ("ATG" or the "Company")

 

Statement regarding Possible Offer for ATG by FitzWalter Capital Limited
("FitzWalter")

 

 

·   The Board of ATG has unanimously rejected a total of eleven unsolicited,
highly conditional proposals received from FitzWalter, with the most recent
proposal received on 23 December 2025 at 360 pence per share in cash, on the
basis that the proposals fundamentally undervalue the Company

 

·      The ATG Board believes that FitzWalter's proposals represent an
opportunistic attempt to acquire the Company at a time when ATG's public
market valuation is currently disconnected from the Company's fair value

 

·   ATG management and the Board have dedicated significant time and
actively engaged in a constructive manner with FitzWalter given its position
as ATG's largest shareholder

 

·    FitzWalter's latest proposal came with an irrevocable commitment to
announce the terms and nature of its proposals on 12 January 2026 - the Board
is requesting FitzWalter either to make a firm offer on terms which reflect
fair value or confirm its intention not to make a firm offer

 

·     ATG remains confident in its standalone prospects as a publicly
listed company to deliver superior long-term shareholder value with an update
on progress to be provided as part of the AGM Trading Update on 22 January
2026

 

 

ATG announces that it has received a series of unsolicited, opportunistic and
highly conditional possible offers on behalf of funds and/or investment
vehicles managed or advised by FitzWalter, ATG's largest shareholder, for the
entire issued and to be issued share capital of ATG not already owned by
FitzWalter (the "Possible Offers").

 

Commenting, Scott Forbes, Chair of ATG said:

 

"ATG remains confident about achieving its ambitions as a publicly listed
company and delivering significant shareholder value. As a sector leader, ATG
is in a strong position to extend its leadership and expand its footprint to
capture more of the under-served and significant TAM for curated second-hand
goods.

 

The Board has undertaken significant engagement with FitzWalter over the past
four months. The Board believes FitzWalter's proposals fundamentally
undervalue the business and that it is time for FitzWalter either to make a
proposal which reflects fair value, or otherwise allow the business to
dedicate its full focus and resources on the execution of its strategy."

 

Since 11 September 2025, ATG has received eleven separate proposals from
FitzWalter. The first proposal did not include financial terms and was
unanimously rejected by the ATG Board.

 

ATG has received ten proposals from FitzWalter since then, with the latest
such proposal dated 23 December 2025 at an offer price of 360 pence per share
in cash. In the latest proposal, FitzWalter also "irrevocably" committed to
make its own announcement as to the terms and nature of its proposal on 12
January 2026.

 

The ATG Board, mindful of its fiduciary duties and together with its advisers,
carefully considered each of the proposals received from FitzWalter and
unanimously concluded that each of the proposals fundamentally undervalued ATG
and its future prospects.

 

The ATG Board also believes that the repeated approaches, many of which were
at the same proposed offer price, do not indicate an intention from FitzWalter
to work towards a recommendable transaction, and the proposals represent an
opportunistic attempt to acquire the Company at a time when ATG's public
market valuation is disconnected from the Company's fair value.

 

Whilst the Board's written responses to the formal approaches by FitzWalter
were appropriately clear, succinct and firm, as is customary in similar UK
public M&A situations, the ATG Board and management team have consistently
and constructively engaged with FitzWalter in a manner that was consistent
with the size of their shareholding and position as the largest shareholder in
ATG.

 

Although the repeated approaches by FitzWalter have placed unnecessary
constraints and restrictions on the Company, throughout its engagement with
FitzWalter, the Board has sought to balance its duties in defending against
unsolicited and disruptive Possible Offers which fundamentally undervalued the
Company, whilst at the same time engaging in the ordinary course with
FitzWalter as its largest shareholder. Given the terms of FitzWalter's
proposals were not at a level which the ATG Board would view as recommendable,
FitzWalter has not been provided with any access to non-public diligence over
this period. The ATG Board will respond appropriately should any offer be made
which reflects fair value for ATG and its future prospects.

 

It was the ATG Board's preference to keep discussions with FitzWalter private.
However, given FitzWalter's undertaking to make its own announcement as to the
terms and nature of its proposals, combined with the lack of positive movement
on headline commercial terms over an extended period of time, and the absence
of any indication that FitzWalter will make a proposal which the ATG Board
would consider fair and deliverable, the ATG Board is keen to bring a
conclusion to this matter. The ATG Board requests either to receive a
deliverable proposal from FitzWalter which the Board deems as reflective of
fair value for ATG and its future prospects, or confirmation that FitzWalter
does not intend to make a firm offer. This clarity will ensure the ATG
management team is able to focus on managing the business without unnecessary
constraints in order to pursue the delivery of long-term value for all
shareholders.

 

The ATG Board is confident in ATG's standalone prospects as a publicly listed
company and in the attractiveness of ATG's business model fundamentals. As an
online second-hand goods marketplace leader, we are best positioned to define
the market by connecting an increasing number of buyers and sellers using our
proprietary tools and technology and the scale of our curated inventory.

 

ATG is best positioned among competitors to deliver strong strategic
differentiation through continued platform enhancements yielding improved
end-to-end experience for buyers who benefit from better taxonomy, search,
discovery and recommendation capabilities. A more user-friendly experience
leads to increased platform conversion and more ATG revenue. Value-add
services such as atgPay and atgShip are not only additional key drivers of
seamless connectivity between buyers and sellers, but also represent
incremental transaction revenue.

 

The ATG Board acted with conviction to acquire Chairish in August 2025.
Chairish is the second largest US brand in the list price A&A sector. The
acquisition was instrumental for securing significant volume of in-market
second-hand goods consumers, sellers and inventory to the ATG brands, thus
accelerating the flywheel that is core to online marketplace success. The ATG
Board is confident that it has unlocked a compelling TAM opportunity through
the introduction of list price consumers to its range of brands and has made
substantial progress in realising early operational synergies that further
contribute to attractive investment returns.

 

Looking ahead, ATG sees opportunities to continue to leverage technology, AI,
platform and other enhancements to deepen engagement, broaden reach, and
deliver sustainable revenue growth. A further update on the Company's
strategic progress will be provided as part of the AGM Trading Update on 22
January 2026.

 

There can be no certainty that any further proposal will be made by FitzWalter
or any other party, nor as to the terms of any proposal. ATG shareholders are
advised to take no action at this time.

 

In accordance with Rule 2.6(a) of the Code, FitzWalter is required, by not
later than 5.00pm on 2 February 2026, being 28 days after today's date, to
announce either a firm intention to make an offer for ATG in accordance with
Rule 2.7 of the Code, or that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

 

This announcement is made without the consent of FitzWalter.

 

 

Enquiries

 

ATG
 
 
         +44 (0)79 7497 4690 / +44 (0)20 3725 5500

Chris Dyett

 

BofA Securities (Financial Adviser to
ATG)
+44 (0)20 7628 1000

Duncan Stewart

Geoff Iles

Christian Hertrich

Sid Rishi

 

Deutsche Numis (Financial Adviser to
ATG)
      +44 (0)20 7545 8000

Nick Westlake

Stuart Ord

William Baunton

Tejas Padalkar

 

FTI Consulting (Media
Enquiries)
+44 (0)20 3727 1000

Jamie Ricketts

Matt Dixon

Ed Bridges

Edward Knight

 

Latham & Watkins (London) LLP is acting as legal adviser to ATG.

 

Important Notices

 

The person responsible for the release of this announcement on behalf of ATG
is Anne-Marie Palmer, Company Secretary.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority in the United Kingdom, is
acting as lead financial adviser for ATG and for no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than ATG for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in this
announcement.

 

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request. Deutsche Bank AG, acting through
its London branch (which is trading for these purposes as Deutsche Numis)
("Deutsche Numis") is acting for ATG and no other person in connection with
the matters referred to in this announcement and will not be responsible to
any person other than ATG for providing the protections offered to clients of
Deutsche Numis nor for providing advice in relation to any matter referred to
in this announcement. Neither Deutsche Numis nor any of its affiliates (nor
any of their respective directors, officers, employees or agents), owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Deutsche Numis in connection with this
announcement, any statement contained herein or otherwise.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

 

Website publication

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on ATG's website (https://www.auctiontechnologygroup.com/investors)
by no later than 12 noon (London time) on the business day following the date
of this announcement. The contents of the website referred to in this
announcement are not incorporated into and do not form part of this
announcement.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, ATG confirms that as at the date of
this announcement it has in issue 122,848,795 ordinary shares of 0.01 pence
each, of which 1,740,372 are held in Treasury. The International Securities
Identification Number (ISIN) for the ordinary shares of ATG is GB00BMVQDZ64.

 

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