REG - FitzWalter Capital Auction Technology - Statement regarding Auction Technology Group plc

Auction TechnologyAnnouncement

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RNS Number : 4126O  FitzWalter Capital Limited  12 January 2026

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

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT ANY OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

12 January 2026

FitzWalter Capital Limited,

for and on behalf of funds and/or investment vehicles managed or advised by it
("FitzWalter")

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

On 5 January 2026, ATG made an announcement that was pre-emptive of an
irrevocable commitment by FitzWalter to make a possible offer for the Company
public. FitzWalter's response to the assertions made in that announcement is
as follows:

Assertion: "ATG remains confident in its standalone prospects as a publicly
listed company to deliver superior long term shareholder value"

Facts: ATG's share price has declined 51%, 46%, 64% and 82% per cent., over 1,
2, 3 and 4 years, respectively. The words of the Board ring hollow, having
presided over such extreme shareholder value destruction.

In the last 12 months, the Board has:

1.   spent c.$100m on Chairish, a loss-making business at acquisition. On 4
August 2025, the date on which the Chairish acquisition was announced, ATG's
share price fell by 21.7%; and

 

2.   allowed cost driven margin declines, resulting in Adjusted EBITDA
declining for the first time in the history of the business since it was
listed.

Assertion: " ATG  constructively engaged with FitzWalter" … "the repeated
approaches by FitzWalter have placed unnecessary constraints and restrictions
on the company"

Facts: In September 2025, FitzWalter was informed by the Board that its
preferred alternative (vis a vis the FitzWalter possible offer) was a disposal
of its very material I&C division (~45% of 2025 Adjusted EBITDA), in order
to fund the re-investment of sale proceeds into subsequent acquisitions.

The proposal to give up existing earnings and seeking to replace them with new
acquisitions of the Board's choosing would have been in the face of the severe
negative share price reaction to ATG's acquisition of Chairish only one month
earlier, which resulted in the aforementioned share price decline of 21.7%.

It also became clear to FitzWalter that:

1.   the Board had not run a formal sales process for I&C in order to
maximise shareholder value, and that it had apparently only engaged with one
party other than FitzWalter; and

 

2.   basic work with respect to identification of the key management to run
the I&C business, the allocation of central costs between I&C and the
remaining businesses, or details of the carve-out and separation roadmap, had
barely commenced.

Accordingly, FitzWalter considered it essential to maintain its possible
offers in order to engage the relevant Code prohibitions on frustrating
actions and thereby protect all shareholders against the risks of:

1.   a sale of I&C by the Board realizing less than could be achieved
for shareholders on a look through basis from a control premium in relation to
100% of ATG; and

 

2.   further value destructive acquisitions of the same ilk as Chairish

all without any form of shareholder approval. At a minimum, such a disposal
would have frustrated FitzWalter's possible offer.

Assertion: "ATG Board acted with conviction to acquire Chairish"

Facts: Chairish was a loss-making business at acquisition whose revenues have
been broadly flat since COVID, and was a different business from ATG's
existing marketplaces at the time of acquisition. The Chairish acquisition
cost (including integration and advisor fees) totalled more than 20% of ATG's
market capitalisation prior to the announcement of FitzWalter's possible
offer.

If, even after shareholders have suffered the severity of shareholder value
destruction caused by the share price reaction to the Chairish acquisition,
and voted with their feet as to its merits, the Board remain proud of (to the
point of trumpeting) their "conviction" - shareholders can ill afford any more
of the Board's conviction.

Assertion: "The ATG Board, mindful of its fiduciary duties and together with
its advisers, carefully considered each of the proposals"

Facts: The Board has failed to engage with any of FitzWalter's possible offers
in any meaningful way, at one point describing its dismissal of an offer as
"perfunctory". It did not respond or engage at all with FitzWalter's letter of
23 December prior to making it's pre-emptive announcement on 5 January.

To FitzWalter's knowledge, the Board has not at any time sought alternative
offers for 100% of ATG.

Final Remarks

Andrew Gray at FitzWalter Capital commented: "Given the majority of the Board
has de minimis shareholdings in the Company, and therefore has not experienced
the pain that shareholders have suffered as a result of the value destruction
the Board has presided over (for many years), it is perhaps unsurprising that
the Board's conviction in:

1.   ATG's prospects as standalone company under its governance;

2.   its credibility in acquisitions and divestitures; and

3.   its own view of fundamental value;

…is so totally and completely detached and divorced from their track record,
as evidenced by the share price performance."

A common thread amongst the Board's recent actions has been to prevent
shareholders having a chance to cast their own vote - on a divestment,
acquisition, or offer for the Company as a whole, and to pursue an alternative
which entrenches the current Board's disastrous oversight.

Enquiries

 FitzWalter Capital Limited                                  +44 (0)20 7550 6104
 Andrew Gray

 Macquarie Capital (Joint Financial Adviser to FitzWalter)       +44 (0)20 3037 2000

 Adam Hain

 Ashish Mehta

 Magnus Scaddan

 Peel Hunt LLP (Joint Financial Adviser to FitzWalter)           +44 (0)20 7418 8900

 Neil Patel

 Sam Cann

 Ben Cryer

 Kate Bannatyne

Macquarie Capital (Joint Financial Adviser to FitzWalter)

Adam Hain

Ashish Mehta

Magnus Scaddan

 

    +44 (0)20 3037 2000

Peel Hunt LLP (Joint Financial Adviser to FitzWalter)

Neil Patel

Sam Cann

Ben Cryer

Kate Bannatyne

    +44 (0)20 7418 8900

 

Media enquiries

 Greenbrook        +44 207 952 2000
 Rob White         fitzwaltercapital@greenbrookadvisory.com

 Michael Russell

 

Takeover Code

This announcement does not amount to a firm intention to make an offer under
Rule 2.7 of the Code and there can be no certainty that an offer will be made.

As required by Rule 2.6(a) of the Code, FitzWalter is required, by not later
than 5.00 p.m. (London time) on 2 February 2026 either to announce a firm
intention to make an offer for ATG in accordance with Rule 2.7 of the Code or
to announce that it does not intend to make an offer for ATG, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline may be extended with the consent of The Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

About FitzWalter Capital

FitzWalter Capital is a global private investment firm headquartered in
London, with offices in New York and Hamburg. Founded in 2020, the firm
manages $2.4bn on behalf of long-term pension and superannuation funds,
sovereign wealth funds, endowments and foundations, asset managers,
consultants and family offices, including some of the world's largest
investment programmes.

FitzWalter invests across industries and asset classes, providing reliable,
long-term capital to founders and management teams. The firm is highly
selective, focusing on high-quality businesses and assets.

FitzWalter's partners are among the largest investors in the firm's funds,
ensuring strong alignment with investors and a disciplined approach to capital
stewardship.

Sources & Bases

The relevant sources of information and bases of calculation are provided
below in the order in which such information appears in the announcement.

·      All calculations relating to the share price performance of ATG
are based on the closing share price value of 270 pence per ATG share as at 2
January 2026 (the final closing price before ATG's 'Statement Regarding
Possible Offer' announcement on 5th January 2026). The closing share price
figure as at each respective prior year has been provided by FactSet:

§ 1,516 pence per ATG share as at 2 January 2022

§ 752 pence per ATG share as at 2 January 2023

§ 502 pence per ATG share as at 2 January 2024

§ 554 pence per ATG share as at 2 January 2025

·      ATG's market capitalisation as at 2 January 2026 was reported by
FactSet as $441 million. The calculation of the value of the Chairish
acquisition, including the 20% figure related to the proportional
acquisition/integration costs associated with the Chairish acquisition versus
ATG's market capitalisation, was calculated using the sum of $84.8m associated
with the acquisition and $10.2m relating to integration costs, published in
the ATG's 2025 Annual Report, pg.30 and 31, and a further $5m in exceptional
costs for FY26 as stated on pg.17 of ATG's Full Year Results for 2025.

·      ATG's 21.7 per cent. share price decline following the
announcement of Chairish acquisition has been calculated using pre- and post-
announcement closing prices provided by FactSet:

§ 480 pence per ATG share as at 3 August 2025

§ 376 pence per ATG share as at 4 August 2025

·      Adjusted EBITDA evolution since IPO sourced from ATG Annual
Reports:

§ FY21A Adjusted EBITDA: $43.6m

§ FY22A Adjusted EBITDA: $68.7m

§ FY23A Adjusted EBITDA: $78.4m

§ FY24A Adjusted EBITDA: $80.0m

§ FY25A Adjusted EBITDA: $76.8m

·      The 45 per cent contribution of the I&C division of ATG was
calculated on the basis of their 2025 Annual Report figures, reporting
adjusted EBITDA for the division of $63.9m with the group adjusted EBITDA
reported at $142.4m.

·      For the year ended 31 December 2024, Chairish reported unaudited
revenue of $51.2 million, with an unaudited adjusted EBITDA of $(0.4) million,
these figures were disclosed in ATG's acquisition announcement released on 4
August 2025.

·      References to revenue growth of Chairish being "broadly flat" are
sourced from ATG's management call on 4 August 2025.

·      Board shareholdings in ATG sourced from ATG's 2025 Annual Report.

Important Takeover Code notes

Macquarie Capital (Europe) Limited ("Macquarie"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as financial advisor to FitzWalter and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than FitzWalter for providing the protections afforded to clients of
Macquarie nor for providing advice in relation to the matters set out in this
announcement. Neither Macquarie nor any of its affiliates 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 Macquarie in connection with this announcement, any statement
contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial advisor to
FitzWalter and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than FitzWalter for
providing the protections afforded to clients of Peel Hunt nor for providing
advice in relation to the matters set out in this announcement. Neither Peel
Hunt nor any of its affiliates 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 Peel
Hunt in connection with this announcement, any statement contained herein or
otherwise.

Disclosure requirements of the Takeover 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, 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 Panel's website at
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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at fwcap-announcements.com by not later than 12.00 noon (London
time) on the business day immediately following the date of this announcement.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.

Further important information

This announcement does not constitute a prospectus or prospectus equivalent
document. This announcement is not intended to, and does not, constitute or
form part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any jurisdiction,
pursuant to this announcement or otherwise. Neither FitzWalter nor ATG
shareholders should make any investment decision in relation to the possible
offer except on the basis of certain offer documentation published by
FitzWalter and/or ATG in due course. Any offer, if made, will be made solely
by certain offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of ATG who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of ATG who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.

 

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