Final possible offer for ATG plc

On 16 January 2026, FitzWalter announced that it was considering making an offer for the Company at a price of 400 pence in cash per ATG share (the "Possible Offer"). FitzWalter has not been granted access to due diligence and confirms that, as a result, the financial terms of the Possible Offer will not be improved or increased and are final*.

The Possible Offer values the entire issued and to be issued share capital of ATG at a premium of approximately 48 per cent. to the undisturbed ATG share price on 2 January 2026 of 270 pence. This premium is higher than the UK market median premia to the undisturbed share price, and equal to the UK market median premia to the 1-month VWAP1, provided to shareholders in bid situations over the last 3 years.

* The financial terms of the Possible Offer are final and will not be increased or improved except that FitzWalter reserves the right to increase the amount of the Possible Offer: (a) if the Board of ATG announces that it recommends or is minded to recommend an offer on better terms than the Possible Offer; (b) if there is an announcement on or after the date of this announcement of an offer or possible offer for ATG by a third party offeror or potential offeror; or (c) the Takeover Panel otherwise provides its consent, which will only be given in wholly exceptional circumstances.

Andrew Gray, Partner at FitzWalter Capital, commented: "It is uncontroversial to say that a potential buyer who is not able to conduct due diligence will be constrained in their bidding in comparison with a buyer who is. If FitzWalter are not able to access diligence in relation to ATG, it is shareholders who will ultimately miss out".

Pursuant to Rule 2.5(a)(i) of the Code, FitzWalter reserves the right to:

• vary the form of the Possible Offer; and
• make the Possible 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 be required to make an equivalent reduction to the value of the Possible Offer;
• if a third party announces a firm intention to make an offer for ATG on less favourable terms than the Possible Offer; 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.

1 The calculation in connection with the UK market median premia relating to undisturbed share price and the 1-Month Volume Weighted Average Price (VWAP) is based on completed all-cash transactions with an implied Enterprise Value between £500m-£1,500m and with the commencement of the offer period being from 1 January 2023 to 31 December 2025, sourced from public announcements and FactSet. The premia to the undisturbed share price and 1-Month VWAPs are calculated in line with the explanatory footnotes 2 and 3 below.

2 The calculation in connection with the undisturbed share price related to (a) on a median calculation basis the premium for the transactions set out in the Sources and Bases, where, the final agreed offer price (excluding any dividend) is compared to the share price on the last business day before the commencement of the offer period, and (b) the premium derived from the Possible Offer price vs the undisturbed price on 2 January 2026.

3 The calculation in connection with the 1-Month Undisturbed VWAP related to (a) on a median calculation basis the transactions set out in the Sources and Bases, where, the final agreed offer price (excluding any dividend) is compared to the VWAP for the 1-Month period ending on the last business day before the commencement of the offer period, and (b) the premium derived from the Possible Offer price vs the 1-Month VWAP calculated for the period between 2 December 2025 and 2 January 2026.

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

• The calculation relating to the 48 per cent. price premium associated with FitzWalter's increased possible offer is based on the closing share price figure of 270 pence per ATG share as at 2 January 2026 (the final closing price before ATG's "Statement Regarding Possible Offer" announcement on 5 January 2026), provided by FactSet.
• The calculation in connection with premium related to UK market median is based on completed all-cash transactions with an implied Enterprise Value between £500m-£1,500m and with the commencement of the offer period being from 1 January 2023 to 31 December 2025, sourced from public announcements and Factset. The premia to the undisturbed share price and 1-Month VWAPs are calculated in line with the explanatory footnotes 2 and 3 above. The list of transactions is outlined below:

4 BBGI was not subject to the Takeover Code as was a Luxembourg registered company. The premium calculated uses the same bases as if BBGI were in an "offer period" under the Code definition - in this case versus a reference date of the business day prior to the announcement of the recommended cash offer (no subsequent increase in price).

Important Takeover Code notes

Rule 26.1 disclosure

Further important information