Statement regarding Auction Technology Group plc
Summary by AI BETAClose X
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
5 January 2026
Statement regarding Auction Technology Group plc ("ATG" or the "Company")
FitzWalter Capital Limited, for and on behalf of funds and/or investment vehicles managed or advised by it, ("FitzWalter") notes today's announcement by ATG regarding FitzWalter's potential offer to acquire the entire issued and to be issued share capital of the Company not already owned by it. FitzWalter confirms that it made an indicative offer of 360 pence in cash per ATG share on 23 December 2025 (the "Proposal"). The Proposal represents a premium of approximately 33 per cent. to the closing ATG share price on 2 January of 270 pence.
By the ATG Board's own admission, ATG's announcement today was pre-emptive of an irrevocable commitment by FitzWalter to make a possible offer for ATG public. However, the Board did not see fit to provide shareholders with the full detail of this commitment. A copy of FitzWalter's correspondence to the Board is appended to this announcement to ensure that shareholders have the full picture at the present time.
FitzWalter is considering its response to the board's pre-emptive disclosure and a further announcement will be made in due course.
Takeover Code
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 360 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 the Proposal; 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
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FitzWalter Capital Limited |
+44 (0)20 7550 6104 |
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Andrew Gray
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Macquarie Capital (Joint Financial Adviser to FitzWalter) Adam Hain Ashish Mehta Magnus Scaddan
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+44 (0)20 3037 2000 |
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Peel Hunt LLP (Joint Financial Adviser to FitzWalter) Neil Patel Sam Cann Ben Cryer Kate Bannatyne |
+44 (0)20 7418 8900 |
Media enquiries
Greenbrook
Rob White / Michael Russell
fitzwaltercapital@greenbrookadvisory.com
About Fitzwalter
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.
Important Takeover Code notes
In accordance with Rule 2.4(c)(iii) of the Code, FitzWalter is not aware of any dealings in ATG shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable to make such enquiries of all persons presumed to be acting in concert with FitzWalter prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, FitzWalter will make an announcement disclosing such details as soon as practicable, and in any event by the time it is required to make its Opening Position Disclosure pursuant to Rule 8.1 of the Code.
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.
APPENDIX
Copy of correspondence from FitzWalter to ATG dated 23 December 2025
STRICTLY PRIVATE AND CONFIDENTIAL
Auction Technology Group plc
Harlequin Building
65 Southwark Street
London, SW1 0HR
United Kingdom
To: Mr. Scott Forbes, Chairman, Board of Directors
23 December 2025
Letter to the board of Directors of Auction Technology Group plc ("ATG", the "Company" or "you")
Dear Mr. Forbes,
Further to our recent discussions and other correspondence since 9 September 2025, we are writing to you on behalf of funds managed or advised by Fitzwalter Capital Limited ("FWC", "FitzWalter", "we" or "us").
Given the Company's failure to engage with the ten offers we have made over a period of more than three months, we have concluded that we are unfortunately left with no choice but to make an offer public.
The Company's lack of engagement with any of those ten offers, failure to provide diligence access (thereby depriving shareholders of the ability to consider those offers directly), and pursuit of non-credible alternatives to our offers (alternatives which would have had the effect of permanently depriving shareholders of a control premium), all demonstrate the board's position with unequivocal clarity - clarity which we believe will not be lost on shareholders.
As a result, we are simply left with no choice but to release to shareholders the attachment to this letter (see Appendix 1) and commit to do so, irrevocably, on Monday 12th January 2026. We consider ourselves bound by the standards of Rule 19 of the Takeover Code in relation to this commitment.
This letter provides the board a final window of opportunity to discharge their obligations to shareholders by engaging with our offer. That window of opportunity will expire on Friday 9th January 2026. We look forward to the decision that is now the board's alone to make (and the only decision available to be made): either engage with our offer or move with us into the shareholder domain commencing with our release on Monday 12th January 2026.
We also hereby re-iterate our current proposal and confirm that FitzWalter intends to make an offer to acquire the entire issued and to be issued ordinary share capital of the Company not already owned by us. The indicative price of our offer remains 360.00 pence per ordinary share (subject to the assumptions, terms and conditions set out in our previous letters).
The sections "Management", "Pre-conditions and Conditions", "Confidentiality" and "Nature of this letter and governing law" as set out in our initial letter dated 11 September 2025 apply to this letter mutatis mutandis. We, however, reserve the right to disclose this and all of our previous letters to shareholders (and more broadly) once our proposal is publicly announced.
We are happy to discuss any aspects of this letter at your earliest convenience.
Yours sincerely,
Andrew Gray
Fitzwalter Capital Limited
APPENDIX 1
12 January 2026 Announcement
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
12 January 2026
Statement regarding Auction Technology Group plc ("ATG" or the "Company")
FitzWalter Capital Limited, for and on behalf of funds and/or investment vehicles managed or advised by it, ("FitzWalter") announces that, since early September it has submitted no fewer than 10 proposals to the board of ATG regarding a potential offer by FitzWalter to acquire the entire issued and to be issued share capital of the Company not already owned by it.
Following the latest rejection by the Company, FitzWalter confirms that it is willing to make an offer of [•] pence in cash per ATG share (the "Proposal"). The Proposal represents a premium of approximately [•] per cent. to the closing ATG share price on [•] of [•] and a premium of approximately [•] per cent. to the three-month volume weighted average price of [•].
ATG's failure to engage with that offer, or any of the previous offers made since 11 September 2025, has necessitated this public disclosure.
The board has consistently refused to engage constructively with FitzWalter, including refusing to provide access to diligence, despite the fact that the Proposal would give ATG's shareholders the opportunity to realize a substantial premium to the prevailing share price.
ATG has, during 2025, destroyed value by:
1. acquiring Chairish, a loss-making business at acquisition which has barely grown revenues, and is a different business from ATG's existing marketplaces. The Chairish acquisition cost including advisor fees totalled more than 20% of today's market capitalisation; and
2. allowing cost driven margin declines, resulting in earnings declines for the first time in the history of the business since it was listed.
The accompanying share price decline of 47% during 2025 dispenses with any claim or suggestion that the existing board are valid representatives of shareholders.
The board's preference for inorganic initiatives (including asset sales, which would have had the effect of frustrating any offer for 100% of ATG and permanently denying shareholders the opportunity to obtain a control premium) is telling as to whether the Company's refusal to engage has been truly in the interests of shareholders, or merely in furtherance of the entrenchment of the current board.
The board has described the rejection of our offers as "perfunctory". Taken together, this aggregation of demonstrated intent by the board makes obvious the need for FitzWalter to engage with shareholders directly. We look forward to that engagement.
Takeover Code
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 [•] 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 the Proposal; 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 9th 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
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FitzWalter Capital Limited |
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Andrew Gray |
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Important Takeover Code notes
In accordance with Rule 2.4(c)(iii) of the Code, FitzWalter is not aware of any dealings in ATG shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable to make such enquiries of all persons presumed to be acting in concert with FitzWalter prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, FitzWalter will make an announcement disclosing such details as soon as practicable, and in any event by the time it is required to make its Opening Position Disclosure pursuant to Rule 8.1 of the Code.
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.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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