REG - FitzWalter Capital Auction Technology - Increased possible offer for ATG plc

Auction TechnologyAnnouncement

16/01/2026 11:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260116:nRSP2538Pa&default-theme=true

RNS Number : 2538P  FitzWalter Capital Limited  16 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

16 January 2026

FitzWalter Capital Limited,

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

Increased possible offer for Auction Technology Group plc ("ATG" or the
"Company")

Following its announcement on 12 January 2026, FitzWalter having engaged with
other shareholders in ATG announces that it is considering making an offer for
the Company, in cash, at a price of:

400 pence per ATG share (the "Proposal")

The Proposal values the entire issued and to be issued share capital of ATG at
£491 million at a premium of approximately 48 per cent. to the undisturbed
ATG share price on 2 January 2026 of 270 pence.

 

The Proposal should be considered against the fundamental performance of the
business over recent years and ATG's track record:

·      The Company's core marketplace revenue growth (comprising
commissions, subscriptions and fixed fees) accounting for 67% of FY25
revenues, and an even higher proportion of EBITDA, has fallen below 1% (FY25
vs FY24);

·      This low growth rate compares to US nominal GDP growth of 4.9%
and is a product of gross merchandise value ("GMV", the value of goods
transacted through ATG's marketplaces) having cumulatively fallen (8)%, (20)%,
and (21)% over 1, 2 and 3 years, respectively;

·      Adjusted EBITDA has declined 4% year-on-year in FY25,
representing the first decrease since ATG's IPO in 2021, as a result of cost
growth in excess of revenues. Contributors to this excess of cost growth over
revenues include:

-      Central overheads which have increased by $2.7m (+4.3%), flowing
through to bottom line earnings; and

-      Art and Antiques segment Adjusted EBITDA ex-Chairish which has
declined by $1.9m, as a result of cost growth exceeding revenue growth in that
segment

·      The Board's approach to cost incurrence is further demonstrated
by the transaction and integration costs related to the Chairish acquisition
of $15m (of which a large portion for adviser fees), or 15% of the total
acquisition cost.

Although the (51)% decline in ATG's share price share over a 1 year period is
particularly poor relative to its peers(1) in the European online marketplace
sector, that peer group has itself declined by (29)% during the same period.
Regrettably for all shareholders, in FitzWalter's opinion, peer valuations
which were prevailing a year ago are not a relevant market benchmark today.

FitzWalter urges ATG shareholders to encourage the Board of ATG to engage in
constructive discussions with FitzWalter and work (ahead of the upcoming
deadline under Rule 2.6(a) of the Code on 2 February 2026) towards a
deliverable transaction, or risk further value destruction by the existing
Board.

In Fitzwalter's opinion, the Proposal provides the basis for the Board to
engage constructively with FitzWalter so as to enable FitzWalter to make a
firm offer, in cash, to shareholders. FitzWalter looks forward to engaging
with ATG and its advisers.

Andrew Gray, Partner at FitzWalter Capital, commented: "We value and respect
the opinions of other shareholders. Our Proposal would give shareholders
certainty to realise a cash offer at an attractive premium, compared to
trusting a Board that has consistently failed to deliver shareholder value. We
urge all shareholders to compel the Board to engage with FitzWalter in order
to deliver a transaction."

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.

Pursuant to Rule 2.5 of the Code, FitzWalter reserves the right to:

(i)         vary the form and/or mix of the consideration described in
this announcement; and

(ii)         make the offer on less favourable terms than 400 pence in
cash per ATG share:

a.   with the recommendation or consent of the board of ATG;

b.   if ATG announces, declares or pays any dividend or any other
distribution to shareholders, in which case FitzWalter will have the right to
make an equivalent reduction to the proposed price;

c.   if a third party announces a firm intention to make an offer for ATG on
less favourable terms than the Proposal; or

d.   following the announcement by ATG of a Rule 9 waiver transaction
pursuant to the Code.

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.

(1) Selected peer group includes Autotrader Group plc, Baltic Classifieds
Group plc, Hemnet Group AB, Rightmove plc and Scout24 SE.

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

 

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.

·      Offer value based on 122,848,795 ordinary shares in issue (Rule
2.9 disclosure).

·     The calculation relating to the 48 per cent. price premium
associated with FitzWalter's increased possible offer is based on the closing
share price figure of 270 pence per ATG share as at 2 January 2026 (the final
closing price before ATG's "Statement Regarding Possible Offer" announcement
on 5 January 2026), provided by FactSet.

·      The calculation in connection with the 40 per cent. premium
relating to the 1-month Volume Weighted Average Price is based on the 1-month
VWAP of 285 pence for the period from 2 October 2025 to 2 January 2026, as
reported by FactSet.

·      Contribution of core marketplace revenues sourced from ATG's FY25
Investor Presentation (pg. 29):

o  FY24A Commissions revenue: $87.6m

o  FY24A Subscriptions and fixed fees revenue: $39.0m

o  FY25A Commissions revenue growth: 0.6% (resulting to FY25A Commission
organic revenue of $88.1m)

o  FY25A Subscriptions and fixed fees revenue growth: 1.3% (resulting to
FY25A Subscriptions and fixed fees organic revenue of $39.5m)

o  FY25A Total revenue: $190.2m

·      Value added services (primarily shipping) is a lower margin
segment compared to core marketplace revenues (FY25 Investor Presentation pg.
29).

·      Core marketplace revenue growth (defined as Commission,
Subscription and Fixed Fees) was reported as 0.8% in ATG's FY25 Investor
Presentation (pg. 9).

·      US nominal GDP growth sourced from the Federal Reserve Bank of
St. Louis. Calculation based on Last Twelve Months (LTM) data as of Q3 2024
and Q3 2025.

·      GMV evolution (including real estate):

§ FY22A GMV: $4.2bn - sourced from ATG's FY24 Annual Report (pg. 29)

§ FY23A GMV: $4.1bn - sourced from ATG's FY24 Annual Report (pg. 29)

§ FY24A GMV: $3.6bn - sourced from ATG's FY24 Annual Report (pg. 29)

§ FY25A GMV: $3.3bn - sourced from ATG's FY25 Annual Report (pg. 3)

·      Take rate evolution:

§ FY22A Take rate (ex. ESN): 3.3% - sourced from ATG's FY24 Annual Report
(pg. 5)

§ FY23A Take rate (ex. ESN): 3.6% - sourced from ATG's FY24 Annual Report
(pg. 5)

§ FY24A Take rate (ex. ESN): 4.2% - sourced from ATG's FY24 Annual Report
(pg. 5)

§ FY24A Take rate (restated): 4.5% - sourced from ATG's FY25 Annual Report
(pg. 3)

§ FY25A Take rate: 4.8% - sourced from ATG's FY25 Annual Report (pg. 3)

·      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

·      Centrally allocated costs evolution from FY25 Annual Report (pg.
28):

§ FY24A Centrally allocated costs: $62.9m

§ FY25A: Centrally allocated costs: $65.6m

·      ATG'S A&A segment Adjusted EBITDA declined from $81.2m in
FY24 to $78.5m in FY25 as published in its FY25 Annual Report (pg. 28). Within
the $2.7m decline, ~$0.9m is estimated to be the Chairish contribution:

§ The ~$0.9m Chairish EBITDA contribution estimate is the difference between
ATG's Adjusted EBITDA FY25 including Chairish of $76.8m and; ATG's Adjusted
EBITDA FY25 excluding the Chairish contribution of $77.6m (based on a 42.7%
EBITDA margin ex-Chairish, total revenue of $190.2m and Chairish revenue
contribution of  $8.4m - sourced from FY25 Investor Presentation and Annual
Report and Transcript)

·      Transaction and integration costs for the Chairish acquisition
include:

§ $10.2m of exceptional costs, of which $6.6m comprise legal, professional,
and other consultancy expenditure (relating to adviser fee reference), and
$3.6m of integration costs which include further consultancy expenditure,
published in the ATG's 2025 Annual Report, (pg.158) and;

§ $5m in exceptional costs for FY26 (pg.17 of ATG's FY25 Annual Results and
Q4 2025 Earnings Call)

·      Chairish purchase price (excl. transaction costs) of $84.8m,
sourced from ATG's FY25 Annual Report (pg. 30).

·    ATG's share price performance is based on the following closing price
data provided by FactSet:

§ 554 pence per ATG share as at 2 January 2025

§ 270 pence per ATG share as at 2 January 2026 (the final closing price
before ATG's "Statement Regarding Possible Offer" announcement on 5 January
2026)

·      Peer group share price performance is an average and based on the
same period. Selected peer group includes:

§ Autotrader Group plc

§ Baltic Classifieds Group plc

§ Hemnet Group AB

§ Rightmove plc

§ Scout24 SE

·      Peer group's average NTM EV/EBITDA multiple has decreased by ~35%
over the same period (sourced from Factset).

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFDFLFEILLIRLIR



            Copyright 2019 Regulatory News Service, all rights reserved