ATG Auction Technology Group Plc

TIDMATG

RNS Number : 0223Q

Auction Technology Group PLC

23 February 2021

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.

Auction Technology Group plc

Stabilisation Notice

23 February 2021

Auction Technology Group plc hereby gives notice that the entity undertaking stabilisation (the "Stabilising Manager") named below and its affiliates may stabilise the offer of the following securities in accordance with the UK version of Regulation (EU) No 596/2014 (Market Abuse Regulation) and the delegated acts, implementing acts, and technical standards and guidelines thereunder as such legislation forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and the UK version of Commission Delegated Regulation (EU) 2016/1052 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Stabilisation may not necessarily occur and it may cease at any time.

 
The securities: 
Issuer:                     Auction Technology Group plc 
Shares:                     Ordinary Shares of 0.01p each (ISIN: 
                             GB00BMVQDZ64) 
Offering size:              45,452,752 Ordinary Shares excluding 
                             Over-allotment Option 
Description:                Initial Public Offering of Ordinary 
                             Shares 
Offer price:                600p per Ordinary Share 
Stabilisation: 
Stabilising Manager         J.P. Morgan Securities plc (which conducts 
 (and central point          its UK investment banking activity as 
 within the meaning          J.P. Morgan Cazenove) 
 of the UK version           25 Bank Street, Canary Wharf, London, 
 of Commission Delegated     E14 5JP, United Kingdom 
 Regulation 2016/1052        Contact: Beau Freker; telephone: +44 
 as it forms part            207 742 4000 
 of UK law by virtue 
 of the European 
 Union (Withdrawal) 
 Act 2018): 
Beginning of the            23 February 2021 
 stabilisation period: 
Stabilisation period        25 March 2021 
 to end no later 
 than: 
Trading venue where         London Stock Exchange 
 stabilisation may 
 be undertaken: 
Maximum size and            The Stabilising Manager may over-allot 
 conditions of use           the securities to the extent permitted 
 of Over-allotment           in accordance with applicable law, up 
 Option:                     to the maximum size of 4,545,275 Ordinary 
                             Shares 
Over-allotment Option: 
Terms:                      For the purposes of allowing the Stabilising 
                             Manager to cover short positions resulting 
                             from any over-allotments and/or from 
                             sales of Shares effected by them during 
                             the stabilisation period, the Stabilising 
                             Manager has been granted an Over-allotment 
                             Option, pursuant to which the Stabilising 
                             Manager may purchase or procure purchasers 
                             for additional Shares at the Offer Price. 
                             The Over-allotment Option will be exercisable 
                             in whole or in part, one or more than 
                             once, upon notice in writing by the 
                             Stabilising Manager, at any time on 
                             or before the 30th calendar day after 
                             the commencement of conditional dealings 
                             of the Shares on the London Stock Exchange. 
                             Any Over-allotment Shares made available 
                             pursuant to the Over-allotment Option 
                             will be purchased on the same terms 
                             and conditions as the Shares being sold 
                             in the Offer. 
 
 
Number of shares            4,545,275 Ordinary Shares 
 covered by Over-allotment 
 Option 
Duration:                   The Over-allotment Option may be exercised 
                             in whole or in part at any time during 
                             the stabilisation period. 
 

Disclaimer

In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of America (the "United States"), Australia, Canada, Japan or any other jurisdiction where such release, publication or distribution would be unlawful. This announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or any other jurisdiction where such an offer would be unlawful.

The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. The release, publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 (as amended) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

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