NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
FOR IMMEDIATE RELEASE
19 January 2026
Auction Technology Group plc ("ATG" or the "Company")
Statement regarding Possible Offer for ATG by FitzWalter Capital Limited ("FitzWalter")
The Board of ATG (the "Board") notes the announcement made by FitzWalter on 16 January 2026 (the "Announcement") in which FitzWalter stated it was considering making a cash offer of 400 pence per ATG share (the "Indicative Offer").
At the time of this announcement, no customary letter setting out the full terms and conditions of the Indicative Offer has been received by the Board. Macquarie Capital, FitzWalter's financial adviser, confirmed such a letter would not be provided and that the Board should make its own assumptions as to the other terms and conditions of the Indicative Offer.
The Board, together with its advisers, met on 18 January 2026 to consider the Indicative Offer. The Board unanimously concluded that the Indicative Offer fundamentally undervalued the Company and its future prospects. ATG shareholders are strongly advised to take no action at this time.
ATG will provide an update on its progress as part of the AGM Trading Update on 22 January 2026.
Commenting, Scott Forbes, Chair of ATG said:
"The Board will continue to act in the best interests of all stakeholders and remains confident in ATG's standalone prospects. We have valued the constructive engagement with our shareholders over the last few weeks. The Board, mindful of its fiduciary duties, stands ready to constructively engage with FitzWalter, or any other party, if a comprehensive proposal that reflects fair value is presented to it. The Board firmly believes that FitzWalter's latest proposal fundamentally undervalues ATG and its future prospects."
There can be no certainty that any firm or further proposal will be made by FitzWalter or any other party.
In accordance with Rule 2.6(a) of the Code, FitzWalter is required, by not later than 5.00pm on 2 February 2026, being 28 days after 5 January 2026, the date the Company first announced FitzWalter's possible offer, to announce either a firm intention to make an offer for ATG in accordance with Rule 2.7 of the Code, or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
This announcement is made without the consent of FitzWalter.
Enquiries
ATG +44 (0)79 7497 4690 / +44 (0)20 3725 5500
Chris Dyett
BofA Securities (Financial Adviser to ATG) +44 (0)20 7628 1000
Duncan Stewart
Geoff Iles
Christian Hertrich
Sid Rishi
Deutsche Numis (Financial Adviser to ATG) +44 (0)20 7545 8000
Nick Westlake
Stuart Ord
William Baunton
Tejas Padalkar
FTI Consulting (Media Enquiries) +44 (0)20 3727 1000
Jamie Ricketts
Matt Dixon
Ed Bridges
Edward Knight
Latham & Watkins (London) LLP is acting as legal adviser to ATG.
Important Notices
The person responsible for the release of this announcement on behalf of ATG is Anne-Marie Palmer, Company Secretary.
Merrill Lynch International, which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting as lead financial adviser for ATG and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than ATG for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis") is acting for ATG and no other person in connection with the matters referred to in this announcement and will not be responsible to any person other than ATG for providing the protections offered to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.
Disclosure requirements of the 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(s), 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 Takeover 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.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on ATG's website (https://www.auctiontechnologygroup.com/investors) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, ATG confirms that as at the date of this announcement it has in issue 122,848,795 ordinary shares of 0.01 pence each, of which 1,740,372 are held in Treasury. The International Securities Identification Number (ISIN) for the ordinary shares of ATG is GB00BMVQDZ64.