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

Auction TechnologyAnnouncement

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RNS Number : 6116Q  FitzWalter Capital Limited  28 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

28 January 2026

FitzWalter Capital Limited,

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

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

On 16 January 2026, FitzWalter announced that it was considering making an
offer for the Company at a price of 400 pence in cash per ATG share (the
"Possible Offer"). FitzWalter has not been granted access to due diligence and
confirms that, as a result, the financial terms of the Possible Offer will not
be improved or increased and are final*.

The Possible Offer values the entire issued and to be issued share capital of
ATG at a premium of approximately 48 per cent. to the undisturbed ATG share
price on 2 January 2026 of 270 pence. This premium is higher than the UK
market median premia to the undisturbed share price, and equal to the UK
market median premia to the 1-month VWAP(1), provided to shareholders in bid
situations over the last 3 years.

 

                             UK Market Median Premia  Final* Possible Offer
 Undisturbed Share Price(2)  36%                      48%
 1-Month VWAP(3)             40%                      40%

 

 

* The financial terms of the Possible Offer are final and will not be
increased or improved except that FitzWalter reserves the right to increase
the amount of the Possible Offer: (a) if the Board of ATG announces that it
recommends or is minded to recommend an offer on better terms than the
Possible Offer; (b) if there is an announcement on or after the date of this
announcement of an offer or possible offer for ATG by a third party offeror or
potential offeror; or (c) the Takeover Panel otherwise provides its consent,
which will only be given in wholly exceptional circumstances.

 

Andrew Gray, Partner at FitzWalter Capital, commented: "It is uncontroversial
to say that a potential buyer who is not able to conduct due diligence will be
constrained in their bidding in comparison with a buyer who is. If FitzWalter
are not able to access diligence in relation to ATG, it is shareholders who
will ultimately miss out".

 

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(a)(i) of the Code, FitzWalter reserves the right to:

(i)         vary the form of the Possible Offer; and

(ii)         make the Possible 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 be required to
make an equivalent reduction to the value of the Possible Offer;

c.   if a third party announces a firm intention to make an offer for ATG on
less favourable terms than the Possible Offer; 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) The calculation in connection with the UK market median premia relating to
undisturbed share price and the 1-Month Volume Weighted Average Price (VWAP)
is based on completed all-cash transactions with an implied Enterprise Value
between £500m-£1,500m and with the commencement of the offer period being
from 1 January 2023 to 31 December 2025, sourced from public announcements and
FactSet. The premia to the undisturbed share price and 1-Month VWAPs are
calculated in line with the explanatory footnotes 2 and 3 below.

(2) The calculation in connection with the undisturbed share price related to
(a) on a median calculation basis the premium for the transactions set out in
the Sources and Bases, where, the final agreed offer price (excluding any
dividend) is compared to the share price on the last business day before the
commencement of the offer period, and (b) the premium derived from the
Possible Offer price vs the undisturbed price on 2 January 2026.

(3) The calculation in connection with the 1-Month Undisturbed VWAP related to
(a) on a median calculation basis the transactions set out in the Sources and
Bases, where, the final agreed offer price (excluding any dividend) is
compared to the VWAP for the 1-Month period ending on the last business day
before the commencement of the offer period, and (b) the premium derived from
the Possible Offer price vs the 1-Month VWAP calculated for the period between
2 December 2025 and 2 January 2026.

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.

 

·    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 premium related to UK market
median is based on completed all-cash transactions with an implied Enterprise
Value between £500m-£1,500m and with the commencement of the offer period
being from 1 January 2023 to 31 December 2025, sourced from public
announcements and Factset. The premia to the undisturbed share price and
1-Month VWAPs are calculated in line with the explanatory footnotes 2 and 3
above. The list of transactions is outlined below:

 Offeree                     Start of Offer Period  Premium to Undisturbed Share Price   Premium to 1-Month VWAP     Offeree                                 Start of Offer Period  Premium to Undisturbed Share Price   Premium to 1-Month VWAP

 Dignity plc                 04-Jan-23              29%                                 40%                          Virgin Money UK plc                     07-Mar-24              37%                                 38%
 Industrials REIT Limited    03-Apr-23              42%                                 40%                          Alpha Financial Markets Consulting Plc  01-May-24              51%                                 53%
 Civitas Social Housing plc  09-May-23              44%                                 46%                          Tritax EuroBox plc                      03-Jun-24              28%                                 18%
 Ergomed plc                 04-Sep-23              28%                                 27%                          Learning Technologies Group plc         27-Sep-24              34%                                 41%
 The Restaurant Group plc    12-Oct-23              34%                                 33%                          Renewi plc                              28-Nov-24              57%                                 46%
 Hotel Chocolat Group plc    16-Nov-23              170%                                173%                         BBGI Global Infrastructure SA(4)        06-Feb-25              21%                                 23%
 Smart Metering Systems plc  07-Dec-23              40%                                 43%                          Care REIT plc                           11-Mar-25              33%                                 35%
 Wincanton plc               19-Jan-24              104%                                98%                          FD Technologies plc                     07-May-25              27%                                 44%
 Spirent Communications plc  05-Mar-24              84%                                 77%                          Apax Global Alpha Limited               21-Jul-25              19%                                 31%

(4) BBGI was not subject to the Takeover Code as was a Luxembourg registered
company. The premium calculated uses the same bases as if BBGI were in an
"offer period" under the Code definition - in this case versus a reference
date of the business day prior to the announcement of the recommended cash
offer (no subsequent increase in price).

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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