Statement regarding Auction Technology Group plc

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 acquisition¹ 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	[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.

·      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 [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