Final possible offer for ATG plc

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 VWAP¹, provided to shareholders in bid situations over the last 3 years.

	UK Market Median Premia	Final* Possible Offer
Undisturbed Share Price2	36%	48%
1-Month VWAP3	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	[phone]
Andrew Gray
Macquarie Capital (Joint Financial Adviser to FitzWalter) Adam Hain Ashish Mehta Magnus Scaddan	[phone]
Peel Hunt LLP (Joint Financial Adviser to FitzWalter) Neil Patel Sam Cann Ben Cryer Kate Bannatyne	[phone]

Media enquiries

Greenbrook	[phone]
Rob White Michael Russell	[e-mail]

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 SA4	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 [phone] 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.

 

END