REG - Auction Technology - Announcement of Offer Price
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that is expected to be published later today by Auction Technology Group plc (the "Company", and together with its subsidiaries and subsidiary undertakings the "Group", "Auction Technology Group" or "ATG") in connection with the proposed offer of ordinary shares in the Company (the "Shares") and the proposed admission of such Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will, when published, be available for inspection at the Company's registered office and on the Company's website at www.auctiontechnologygroup.com, subject to certain access restrictions.
17 February 2021
Auction Technology Group plc
Announcement of Offer Price
Following the announcement on 8 February 2021 regarding the Company's intention to proceed with an initial public offering (the "IPO" or the "Offer"), Auction Technology Group plc today announces the Offer Price for its planned IPO as well as the commencement of the Offer once the Prospectus has been published, which is expected to take place later today.
The Offer will feature a fixed price set at 600 pence per Share (the "Offer Price"), implying a market capitalisation on Admission of £600 million.
Further to the announcement on 8 February 2021, ATG is also pleased to announce that funds and accounts under the Management of Blackrock ("Blackrock") have entered into a cornerstone agreement with the Company and certain existing shareholders to subscribe for and purchase, subject to certain conditions, £25 million of Offer Shares at the Offer Price taking the aggregate commitment from cornerstone investors to £125 million, consisting of a commitment of £45 million from Merian Global Investors and Jupiter Asset Management, £35 million from Caledonia, £20 million from Capital World Investors and £25 million from Blackrock.
John-Paul Savant, CEO of Auction Technology Group, said:
"With a 50-year track record, proven commercial model and leading positions in a market supported by significant structural growth trends, we believe that ATG will thrive as a listed business. We are delighted with the high-quality investor support we have had to date which reflects this potential.
An IPO of Auction Technology Group will support the continued momentum of the business and our focus will remain the same --- enhancing our services for auctioneers and bidders and driving long-term sustainable growth."
Offer details and timing
· The full details of the Offer will be included in the Prospectus which is expected to be published by the Company later today and will, following publication, be available for inspection from the Company's registered office and website at www.auctiontechnologygroup.com subject to certain access restrictions.
· The Offer will comprise an offer of Shares to institutional investors in the UK and other qualifying jurisdictions.
· Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 23 February 2021 under the ticker "ATG".
· Admission of the Company's Shares is expected to occur and unconditional dealings in the Shares on the London Stock Exchange are expected to commence on or around 26 February 2021.
· The Company is offering up to 41,239,257 new Shares (the "New Shares") so as to raise expected gross primary proceeds for the Company of approximately £247.4 million in aggregate (assuming that the maximum number of New Shares subject to the Offer is subscribed for).
o The Company intends to use approximately £115.0 million of the gross primary proceeds to reduce its current leverage to a nil net debt position at Admission and to pay costs associated with the Offer.
o A nil net debt position at Admission provides ATG with the balance sheet flexibility to pursue opportunities in line with its strategy, such as future acquisitions.
o The remaining gross primary proceeds of approximately £132.5 million will be used to repay the Group's preference shares held by certain existing shareholders.
· The Selling Shareholders are collectively offering up to 4.2 million existing Shares (the "Sale Shares" and, together with the New Shares, the "Offer Shares") (assuming no exercise of the Over-allotment Option).
· On Admission, the total Offer Shares of up to 45.5 million will represent up to 45.5%. of the Company's total share capital in issue of 100 million shares, assuming that the maximum number of Sale Shares subject to the Offer is sold and the maximum number of New Shares subject to the Offer is subscribed for.
· An over-allotment option of 10% of the total offer size will be made available by certain existing shareholders.
· Following Admission, the Company expects to be eligible for inclusion in the FTSE UK indices.
· The Company and certain existing core shareholders of the Company immediately prior to Admission have agreed, that (subject to certain exceptions) during the period of 180 days from the date of Admission, they will not, without the prior written consent of the Joint Global Co-ordinators for the Offer, issue, offer, sell or contract to sell, or otherwise transfer or dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.
· The directors of the Company and certain employees of the Group have agreed that (subject to certain exceptions) during the period of 365 days from the date of Admission, they will not, without the prior written consent of the Joint Global Co-ordinators for the Offer, offer, sell or contract to sell, or otherwise transfer or dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.
· The Company has engaged Numis Securities Limited ("Numis") to act as Sponsor, Joint Global Co-ordinator and Joint Bookrunner and J.P. Morgan Securities plc ("J.P. Morgan") to act as Joint Global Co-ordinator, Joint Bookrunner and Stabilising Manager.
Enquiries
Tulchan Communications
(Public relations advisor to ATG)+44 207 353 4200
Tom Murray, Sunni Chauhan, Matt Low
ATG
For investor enquiries
For media enquiries
Numis Securities Limited
(Sponsor, Joint Global Co-ordinator and Joint Bookrunner)
+44 207 260 1205
Nick Westlake, James Taylor, Matt Lewis, Jonathan Abbott, William Baunton
J.P. Morgan Securities plc
(Joint Global Co-ordinator, Joint Bookrunner and Stabilising Manager)
+44 207 134 8765
Bill Hutchings, Barry Meyers, Beau Freker, James Summer, Will Vanderspar
About Auction Technology Group
Auction Technology Group (ATG) is the operator of the world's leading marketplaces for curated online auctions, seamlessly connecting bidders from around the world to trusted auctioneers across three diverse, attractive and growing industry verticals: industrial and commercial equipment, art and antiques, and consumer surplus and retail returns.
Across six world-leading marketplaces and with a proprietary auction platform for curated online auctions, ATG is a key partner to auctioneers, reaching bidders in 150 countries and providing leading online marketplace capabilities, and a range of value-added tools and services that maximise value on lots sold and increase efficiency. Bidders gain access to a curated selection of millions of unique and specialised secondary items in a trusted, simple, sustainable and convenient manner.
ATG has been supporting the auction industry since 1971 when it published the first edition of Antiques Trade Gazette. Over the last 50 years, it has expanded into new industry verticals and new geographies, through launching new marketplaces and acquiring complementary platforms. The Group also offers white label products, incremental value-added services to auctioneers and the ability for auctioneers to market their lots to bidders across its marketplaces and via other marketing campaigns.
ATG's marketplaces include:
• Proxibid - North America's leading online industrial and commercial auction marketplace, connecting bidders with auctioneers of thousands of items across 16 categories, from yellow iron and agricultural machinery;
• BidSpotter US (bidspotter.com) in the North American I&C market, which primarily focuses on used manufacturing equipment;
• BidSpotter UK (bidspotter.co.uk) in the UK I&C market, which is dedicated to insolvency auctioneers in the UK;
• the-saleroom.com - the UK's leading online portal for fine art and antiques auctions.
• lot-tissimo.com - Germany's foremost fine art and antiques auction portal; and
• i-bidder.com - Europe's leading online auction portal for consumer surplus and returns goods.
Important legal information
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Numis Securities Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) ("FSMA").
This announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefor. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, Shares in the United States. Shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The Shares have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Shares have not been and will not be registered or qualified for distribution under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of the Shares in Australia, Canada, the Republic of South Africa, Japan or elsewhere.
Any offer and sale of the Shares in Canada will be made on a private placement basis only and will be exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. No offer and sale of Shares is or will be made in Canada, except to persons: (a) in the provinces of Ontario, Québec, Alberta or British Columbia; (b) who are an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and is either purchasing the Shares as principal for its own account, or is deemed to be purchasing the Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (c) not created or used solely to purchase or hold the Shares as an accredited investor under NI 45-106; (d) who are a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian Securities Administrators; and (e) entitled under applicable Canadian securities laws to purchase the Shares without the benefit of a prospectus under such securities laws.
This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.
Each of the Company, Numis, J.P. Morgan and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise.
Any subscription or purchase of Shares in the proposed IPO should be made solely on the basis of information contained in the Prospectus which is expected to be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in any jurisdiction, including the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The date of Admission may be influenced by a variety of factors which include market conditions and there is no guarantee that Admission will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested. This announcement does not constitute a recommendation concerning the proposed IPO. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of an investment in Shares for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances.
Numis is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA. Each of Numis and J.P. Morgan is acting exclusively for the Company and no one else in connection with the IPO and will not regard any other person as a client in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the IPO or any transaction, matter, or arrangement referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis and J.P. Morgan by FSMA or the regulatory regime established thereunder, neither Numis or J.P. Morgan or any of their respective affiliates or any of their or their respective affiliates' directors, personally liable partners, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Numis and J.P. Morgan and each of their respective affiliates, directors, personally liable partners, officers, employees, advisers or agents each accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by the Banks or any of their respective affiliates, directors, personally liable partners, officers, employees, advisers or agents accepts as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.
In connection with the withdrawal of the United Kingdom from the European Union, each of Numis and J.P. Morgan may, at its discretion, undertake its obligations in connection with the proposed Offer by any of its affiliates based in the European Economic Area.
In connection with the Offer, Numis and J.P. Morgan and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Numis and J.P. Morgan and any of their respective affiliates acting in such capacity. In addition, Numis and J.P. Morgan and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of Numis or J.P. Morgan nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the Offer, J.P. Morgan, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares up to a maximum of 10% of the total number of Shares comprised in the Offer (excluding the Shares subject to the over-allotment option) or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. J.P. Morgan is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on J.P. Morgan or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law or regulation, neither J.P. Morgan nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
For the purposes of allowing J.P. Morgan, as stabilising manager, to cover short positions resulting from any over-allotments and/or from sales of Shares effected by it during the stabilisation period, J.P. Morgan will enter into over-allotment arrangements with certain existing shareholders pursuant to which J.P. Morgan may require such existing shareholders to make available additional Shares up to a maximum of 10% of the total number of Shares comprised in the Offer (excluding the Shares subject to the over-allotment option at the Offer Price). The over-allotment arrangements will be exercisable in whole or in part, upon notice by J.P. Morgan, at any time on or before the 30th calendar day after the commencement of conditional trading of the Shares on the London Stock Exchange. Any over-allotment shares made available pursuant to the over-allotment option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be sold on the same terms and conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other Shares.
For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.
NOTICE TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area and in the United Kingdom (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Co-ordinators for the Offer will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the MiFID II Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
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