Statement regarding Auction Technology Group plc
FitzWalter Capital reiterates 400 pence per share offer and criticises Board's rejection and strategy.
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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.
Pursuant to Rule 2.5 of the Code, FitzWalter reserves the right to:
- vary the form and/or mix of the consideration described in this announcement; and
- make the offer on less favourable terms than 400 pence in cash per ATG share:
- with the recommendation or consent of the board of ATG;
- 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;
- 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
- 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.
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.
Sources & Bases
- 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
Rule 26.1 disclosure
Further important information
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.