Statement regarding Possible Offer
ATG Board clarifies previous I&C division discussions were exploratory; FitzWalter must declare offer intention by 2 February 2026.
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The Board of ATG (the "Board") notes the announcement made by FitzWalter on 22 January 2026.
The Board's focus remains on acting in the best interests of all shareholders. As part of its trading update this morning, the Board outlined its position in relation to previous statements from FitzWalter regarding its Industrial & Commercial division ("I&C").
Following FitzWalter's announcement this morning, the Board wants to provide additional clarity and set out facts clearly to shareholders in relation to I&C:
- over a number of months, the Board received preliminary expressions of interest in I&C from two credible third parties;
- in addition, the Board received an expression of interest in I&C from FitzWalter;
- none of those expressions of interest moved beyond the exploratory stage;
- no NDA was executed with any of the parties;
- a 10-page presentation, based on information already within the public domain, was provided to FitzWalter as a "teach in" on I&C;
- no formal terms were provided by either counterparty; and
- the discussions were embryonic, and therefore the Board did not debate the use of proceeds.
The Board remains fully confident in the prospects of the Company, in its current structure, and as a listed entity, to create material value for its shareholders over the medium-term.
The Board continues to believe it is time for FitzWalter either to make a proposal which reflects fair value for ATG and its future prospects or otherwise allow the business to dedicate its full focus and resources on the execution of its strategy.
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.
Latham & Watkins (London) LLP is acting as legal adviser to ATG.
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