NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.
ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE CIRCULAR.
This announcement is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa.
4 August 2021
Auction Technology Group plc
("ATG", the "Company")
Publication of Circular and Notice of General Meeting
Further to the announcement made on 17 June 2021, ATG has today published a shareholder circular (the "Circular"), having received approval from the Financial Conduct Authority, in relation to the proposed acquisition of Platinum Parent, Inc., the holding company of LiveAuctioneers (the "Acquisition"). Further details regarding the Acquisition can be found in the Circular.
The Transaction is conditional on, among other things, the approval of ATG's shareholders. Accordingly, the Circular contains a notice convening a General Meeting of the Company which is to be held at 09:00am on 20 August 2021 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, at which ordinary resolutions will be proposed for ATG's shareholders to approve, amongst other matters, the Acquisition and the Reverse Termination Fee (the "Notice of General Meeting").
It was stated in the announcement on 17 June 2021 that a Circular and Prospectus would be required to be published by the Company at this juncture. However, the Company has since taken the decision, and sought consent as appropriate, that a Prospectus is no longer required at the present time. A Prospectus may be published before Completion, if required.
The Circular and the Notice of General Meeting have been submitted to the Financial Conduct Authority via the National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at www.morningstar.co.uk/uk/nsm
The Circular and the Notice of General Meeting will also be available for viewing on ATG's website at www.auctiontechnologygroup.com/investors.
In addition to the passing of the required resolution at the General Meeting, completion of the Acquisition is conditional, amongst other things, upon approval of the Acquisition by relevant antitrust authorities, including approval in the UK and US.
Terms used in this announcement shall have the same meaning as those used in the Circular.
For investor enquiries
For media enquiries
+44 207 353 4200
Tom Murray, Sunni Chauhan, Matt Low
Numis Securities Limited
(Sponsor and Joint Financial Adviser)
+44 207 260 1205
Nick Westlake, Matt Lewis, William Baunton
J.P. Morgan Securities plc
(Joint Financial Adviser)
+44 207 742 4000
Bill Hutchings, Barry Meyers, James Summer
This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute an offer or invitation to underwrite, buy, subscribe, sell or issue of the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares of any other securities. Nothing in this announcement should be interpreted as a term or condition of the Acquisition.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements.
These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, applicable market abuse legislation, the Listing Rules or Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.
The availability of this announcement and/or the Circular to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such Shareholders to vote their shares with respect to the Acquisition). Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.