REG - Auction Technology - Statement regarding Possible Offer

Auction TechnologyAnnouncement

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RNS Number : 3335P  Auction Technology Group PLC  19 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

 

FOR IMMEDIATE RELEASE

 

19 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 (the "Board") notes the announcement made by FitzWalter on
16 January 2026 (the "Announcement") in which FitzWalter stated it was
considering making a cash offer of 400 pence per ATG share (the "Indicative
Offer").

 

At the time of this announcement, no customary letter setting out the full
terms and conditions of the Indicative Offer has been received by the Board.
Macquarie Capital, FitzWalter's financial adviser, confirmed such a letter
would not be provided and that the Board should make its own assumptions as to
the other terms and conditions of the Indicative Offer.

 

The Board, together with its advisers, met on 18 January 2026 to consider the
Indicative Offer. The Board unanimously concluded that the Indicative Offer
fundamentally undervalued the Company and its future prospects. ATG
shareholders are strongly advised to take no action at this time.

 

ATG will provide an update on its progress as part of the AGM Trading Update
on 22 January 2026.

 

Commenting, Scott Forbes, Chair of ATG said:

 

"The Board will continue to act in the best interests of all stakeholders and
remains confident in ATG's standalone prospects. We have valued the
constructive engagement with our shareholders over the last few weeks. The
Board, mindful of its fiduciary duties, stands ready to constructively engage
with FitzWalter, or any other party, if a comprehensive proposal that reflects
fair value is presented to it. The Board firmly believes that FitzWalter's
latest proposal fundamentally undervalues ATG and its future prospects."

 

There can be no certainty that any firm or further proposal will be made by
FitzWalter or any other party.

 

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 5 January 2026, the
date the Company first announced FitzWalter's possible offer, 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, 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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