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

Auction TechnologyAnnouncement

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RNS Number : 8493P  FitzWalter Capital Limited  22 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

22 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")

Following discussions with a number of ATG shareholders, FitzWalter believes
that there is inconsistent information between certain shareholders as to the
events that culminated in the Company's pre-emptive announcement of
FitzWalter's possible offer on 5 January 2026 regarding the extent to which
the Board was considering a disposal of the I&C division and further
M&A opportunities.

FitzWalter believes that shareholders deserve full and transparent disclosure
to inform their assessment of the Board's rejection of FitzWalter's latest
proposal of 400 pence in cash per ATG share announced on 19 January 2026.

The following timeline sets out FitzWalter's interactions with ATG regarding
the potential I&C disposal and further M&A:

 4 August 2025:      Announcement of the Chairish acquisition; ATG's share price falls by 21.7%.
 9 September 2025:   The Chairman of ATG indicates during a telephone call with FitzWalter that the
                     Company is considering a proposal to create shareholder value.
 10 September 2025:  FitzWalter informs the Chairman by telephone that FitzWalter is interested in
                     making a possible offer for the Company. The Chairman indicates to FitzWalter
                     that any such offer would be compared against an alternative transaction.
 11 September 2025:  FitzWalter submits its first indicative offer letter regarding a possible cash
                     offer for all of the shares in ATG not already owned by it, thereby engaging
                     the relevant Code prohibitions on frustrating actions so as to prevent any
                     material M&A transaction without any form of shareholder approval.
 6 October 2025:     The Chairman of ATG confirms to FitzWalter during a telephone call that the
                     Company had engaged in serious meetings with one third party regarding the
                     potential sale of the I&C division, and that the hope is to announce the
                     disposal at the Company's full year results. The Chairman further indicates to
                     FitzWalter that the sale proceeds would be used to pursue a greater scale
                     A&A opportunity through M&A with active conversations underway.
                     Chairish was described as a "first step".
 17 October 2025:    FitzWalter attends a "management presentation" regarding the potential I&C
                     disposal delivered by John-Paul Savant and Sarah Highfield (respectively, CEO
                     and CFO of ATG).
 24 October 2025:    FitzWalter sends a detailed letter to the Board of ATG, setting out
                     FitzWalter's opinion that it should not pursue the I&C disposal and
                     further A&A M&A and urging the Board to engage with FitzWalter
                     regarding its possible offer.
 27 October 2025:    FitzWalter receives a letter from the Board of ATG rejecting its possible
                     offer, without addressing any of the points raised by FitzWalter in its 24
                     October letter regarding its views on the potential I&C disposal and
                     further possible A&A M&A.

As the above timeline makes clear, within 10 weeks of the Chairish
announcement and notwithstanding the share price reaction to such
announcement, the Board was actively considering the sale of I&C and, in
parallel, engaging with M&A opportunities.

Andrew Gray, Partner at FitzWalter Capital, commented: "We believe all
shareholders should have the same information when making decisions in
relation to the strategy and judgement of the ATG Board. We note the rejection
of our most recent possible offer, which continues the Board's pattern of
failing to engage with FitzWalter in any meaningful way. Instead, the Board
continues to pursue its own agenda, despite the c.44% share price decline in
the period following the Chairish acquisition(1) and corresponding destruction
of shareholder value over which it has presided."

(1) ATG's share price declined by 43.8% in the period between the announcement
of the Chairish acquisition and FitzWalter's possible offer being made public.

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 400 pence in cash per ATG share; 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.

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.

·      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

·      ATG's 43.8 per cent. share price decline the period between the
announcement of the Chairish acquisition and FitzWalter's possible offer being
made public has been calculated using the following closing prices provided by
FactSet:

§ 480 pence per ATG share as at 3 August 2025

§ 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)

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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