TIDMATG
RNS Number : 4265Q
Auction Technology Group PLC
26 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and not a prospectus and not 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.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any ordinary shares referred to in this
announcement except solely on the basis of the information
contained in a prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including
the risk factors set out therein, that that has been published by
Auction Technology Group plc (the "Company", and together with its
subsidiaries and subsidiary undertakings the "Group", "Auction
Technology Group" or "ATG") in connection with the proposed offer
of ordinary shares of 0.01 pence each in the Company (the "Shares")
and the proposed admission of such Shares to the premium listing
segment of the Official List of the FCA and to trading on the main
market for listed securities of London Stock Exchange plc (the
"London Stock Exchange"). A copy of the Prospectus is available for
inspection at the Company's registered office and on the Company's
website at www.auctiontechnologygroup.com, subject to certain
access restrictions.
26 February 2021
Auction Technology Group plc
Admission to Trading on the London Stock Exchange
Further to the announcement on 23 February 2021 in connection
with its initial public offering, the Company announces that its
entire issued ordinary share capital, consisting of 100,000,000
Shares, has today been admitted to the premium listing segment of
the Official List of the Financial Conduct Authority and to trading
on the London Stock Exchange's Main Market for listed securities
under the ticker "ATG".
Enquiries
Tulchan Communications +44 207 353 4200
(Public relations advisor to ATG@tulchangroup.com
ATG)
Tom Murray, Sunni Chauhan, Matt
Low, Laura Marshall
ATG
For investor enquiries investorrelations@auctiontechnologygroup.com
For media enquiries press@auctiontechnologygroup.com
Numis Securities Limited
(Sponsor, Joint Global Co-ordinator
and Joint Bookrunner) +44 207 260 1205
Nick Westlake, James Taylor,
Matt Lewis, Jonathan Abbott,
William Baunton
J.P. Morgan Securities plc
(Joint Global Co-ordinator, Joint
Bookrunner and Stabilising Manager) +44 207 134 8765
Bill Hutchings, Barry Meyers,
Beau Freker, James Summer, Will
Vanderspar
About Auction Technology Group
Auction Technology Group (ATG) is the operator of the world's
leading marketplaces for curated online auctions, seamlessly
connecting bidders from around the world to trusted auctioneers
across three diverse, attractive and growing industry verticals:
industrial and commercial equipment, art and antiques, and consumer
surplus and retail returns.
Across six world-leading marketplaces and with a proprietary
auction platform for curated online auctions, ATG is a key partner
to auctioneers, reaching bidders in 150 countries and providing
leading online marketplace capabilities, and a range of value-added
tools and services that maximise value on lots sold and increase
efficiency. Bidders gain access to a curated selection of millions
of unique and specialised secondary items in a trusted, simple,
sustainable and convenient manner.
ATG has been supporting the auction industry since 1971 when it
published the first edition of Antiques Trade Gazette. Over the
last 50 years, it has expanded into new industry verticals and new
geographies, through launching new marketplaces and acquiring
complementary platforms. The Group also offers white label
products, incremental value-added services to auctioneers and the
ability for auctioneers to market their lots to bidders across its
marketplaces and via other marketing campaigns.
ATG's marketplaces include:
-- Proxibid - North America's leading online industrial and
commercial auction marketplace, connecting bidders with auctioneers
of thousands of items across 16 categories, from yellow iron and
agricultural machinery;
-- BidSpotter US (bidspotter.com) in the North American I&C
market, which primarily focuses on used manufacturing
equipment;
-- BidSpotter UK (bidspotter.co.uk) in the UK I&C market,
which is dedicated to insolvency auctioneers in the UK;
-- the-saleroom.com - the UK's leading online portal for fine
art and antiques auctions.
-- lot-tissimo.com - Germany's foremost fine art and antiques
auction portal; and
-- i-bidder.com - Europe's leading online auction portal for
consumer surplus and returns goods.
Important legal information
This announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not form the basis of or constitute any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any Shares or any other
securities nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract or commitment therefor. In particular, this
announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, Shares in the United States.
Shares may not be offered or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), except pursuant to an available exemption from,
or in a transaction not subject to, the registration requirements
under the Securities Act. The Shares have not been, and will not
be, registered under the Securities Act and will not be offered to
the public in the United States. The Shares have not been and will
not be registered or qualified for distribution under the
applicable securities laws of Australia, Canada, the Republic of
South Africa or Japan. Subject to certain exceptions, the Shares
may not be offered or sold in Australia, Canada, the Republic of
South Africa or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, the Republic of
South Africa or Japan. There will be no public offer of the Shares
in Australia, Canada, the Republic of South Africa, Japan or
elsewhere.
Any offer and sale of the Shares in Canada will be made on a
private placement basis only and will be exempt from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. No offer and sale of Shares is
or will be made in Canada, except to persons: (a) in the provinces
of Ontario, Québec, Alberta or British Columbia; (b) who are an
"accredited investor" within the meaning of Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the
Securities Act (Ontario), as applicable, and is either purchasing
the Shares as principal for its own account, or is deemed to be
purchasing the Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (c) not
created or used solely to purchase or hold the Shares as an
accredited investor under NI 45-106; (d) who are a "permitted
client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations of the Canadian Securities Administrators; and (e)
entitled under applicable Canadian securities laws to purchase the
Shares without the benefit of a prospectus under such securities
laws.
This announcement is only addressed to and directed at: (A) if
in member states of the European Economic Area (the "EEA"), persons
who are "qualified investors" within the meaning of Article 2(e) of
the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified
Investors"); and (B) if in the United Kingdom, persons who are (a)
both "qualified investors" within the meaning of the UK version of
the EU Prospectus Regulation (2017/1129/ EU) which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") and either (i) persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
who are high net worth entities falling within Article 49(2)(a) to
(d) of the Order; or (b) other persons to whom it may otherwise
lawfully be communicated (all such persons under (a) and (b)
together being referred to as "relevant persons"). Any investment
or investment activity to which this announcement relates will be
available in the United Kingdom only to relevant persons and to
Qualified Investors in any member state of the EEA and will be
engaged in only with such persons.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These statements
reflect beliefs of the Directors (including based on their
expectations arising from pursuit of the Group's strategy) as well
as assumptions made by the Directors and information currently
available to the Group. Although the Directors consider that these
beliefs and assumptions are reasonable, by their nature,
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
Group's actual financial condition, results of operations, cash
flows, liquidity or prospects to be materially different from any
future such metric expressed or implied by such statements. Past
performance cannot be relied upon as a guide to future performance
and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made.
No representation is made or will be made that any forward-looking
statements will come to pass or prove to be correct.
Each of the Company, Numis, J.P. Morgan and their respective
affiliates as defined under Rule 501(b) of Regulation D of the
Securities Act ("affiliates"), directors, officers, employees,
advisers and agents, expressly disclaims any obligation or
undertaking to update, review or revise any forward looking
statement or any other information contained in this announcement
whether as a result of new information, future developments or
otherwise.
Any subscription or purchase of Shares in the proposed IPO
should be made solely on the basis of information contained in the
Prospectus issued by the Company in connection with the IPO. The
information in this announcement is subject to change. Before
subscribing for or purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept
the risks which are set out in the Prospectus. No reliance may be
placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
does not constitute or form a part of any offer or solicitation to
purchase or subscribe for, or otherwise invest in, securities to
any person in any jurisdiction, including the United States,
Australia, Canada, Japan or in any jurisdiction to whom or in which
such offer or solicitation is unlawful.
The date of Admission may be influenced by a variety of factors
which include market conditions and there is no guarantee that
Admission will occur. You should not base any financial decision on
this announcement. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing a
portion or all of the amount invested. This announcement does not
constitute a recommendation concerning the proposed IPO. The value
of the Shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of an
investment in Shares for the person concerned. Nothing contained
herein constitutes or should be construed as (i) investment, tax,
financial, accounting or legal advice or a representation that any
investment or strategy is suitable or appropriate to your
individual circumstances.
Numis is authorised and regulated in the United Kingdom by the
FCA. J.P. Morgan , which conducts its UK investment banking
business as J.P. Morgan Cazenove, is authorised by the Prudential
Regulation Authority ("PRA") and regulated in the United Kingdom by
the PRA and the FCA. Each of Numis and J.P. Morgan is acting
exclusively for the Company and no one else in connection with the
IPO and will not regard any other person as a client in relation to
the IPO and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for the giving of advice in relation to the IPO or any transaction,
matter, or arrangement referred to in this announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
on Numis and J.P. Morgan by FSMA or the regulatory regime
established thereunder, neither Numis or J.P. Morgan or any of
their respective affiliates or any of their or their respective
affiliates' directors, personally liable partners, officers,
employees, advisers or agents accept any responsibility or
liability whatsoever for, or make any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company, the Group or its associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Numis and J.P. Morgan
and each of their respective affiliates, directors, personally
liable partners, officers, employees, advisers or agents each
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or any such statement. No representation or
warranty express or implied, is made by the Banks or any of their
respective affiliates, directors, personally liable partners,
officers, employees, advisers or agents accepts as to the accuracy,
completeness, verification or sufficiency of the information set
out in this announcement.
Unless otherwise indicated, market, industry and competitive
position data are estimates (and accordingly, approximate) and
should be treated with caution. Such information has not been
audited or independently verified, nor has the Group ascertained
the underlying economic assumptions relied upon therein. Certain
data in this announcement, including financial, statistical and
operating information has been rounded. As a result, the totals of
data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may
have been rounded and accordingly may not add up to 100%.
In connection with the withdrawal of the United Kingdom from the
European Union, each of Numis and J.P. Morgan may, at its
discretion, undertake its obligations in connection with the
proposed Offer by any of its affiliates based in the European
Economic Area.
In connection with the Offer, Numis and J.P. Morgan and any of
their respective affiliates, may take up a portion of the Shares as
a principal position and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Shares and other securities of the Company or related
investments in connection with the Offer or otherwise. Accordingly,
references in the Prospectus to the Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by Numis and J.P. Morgan and any of their
respective affiliates acting in such capacity. In addition, Numis
and J.P. Morgan and any of their respective affiliates may enter
into financing arrangements (including swaps or contracts for
differences) with investors in connection with which they may from
time to time acquire, hold or dispose of Shares. None of Numis or
J.P. Morgan nor any of their respective affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
In connection with the Offer, J.P. Morgan, as stabilising
manager, or any of its agents, may (but will be under no obligation
to), to the extent permitted by applicable law, over-allot Shares
up to a maximum of 10% of the total number of Shares comprised in
the Offer (excluding the Shares subject to the over-allotment
option) or effect other transactions with a view to supporting the
market price of the Shares at a level higher than that which might
otherwise prevail in the open market. J.P. Morgan is not required
to enter into such transactions and such transactions may be
effected on any stock market, over-the-counter market, stock
exchange or otherwise and may be undertaken at any time during the
period commencing on the date of commencement of conditional
dealings of the Shares on the London Stock Exchange and ending no
later than 30 calendar days thereafter. However, there will be no
obligation on J.P. Morgan or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the Shares above the Offer Price. Save as required by law or
regulation, neither J.P. Morgan nor any of its agents intends to
disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Offer.
For the purposes of allowing J.P. Morgan, as stabilising
manager, to cover short positions resulting from any
over-allotments and/or from sales of Shares effected by it during
the stabilisation period, J.P. Morgan will enter into
over-allotment arrangements with certain existing shareholders
pursuant to which J.P. Morgan may require such existing
shareholders to make available additional Shares up to a maximum of
10% of the total number of Shares comprised in the Offer (excluding
the Shares subject to the over-allotment option at the Offer
Price). The over-allotment arrangements will be exercisable in
whole or in part, upon notice by J.P. Morgan, at any time on or
before the 30th calendar day after the commencement of conditional
trading of the Shares on the London Stock Exchange. Any
over-allotment shares made available pursuant to the over-allotment
option will rank pari passu in all respects with the Shares,
including for all dividends and other distributions declared, made
or paid on the Shares, will be sold on the same terms and
conditions as the Shares being issued or sold in the Offer and will
form a single class for all purposes with the other Shares.
For the avoidance of doubt, the contents of the Group's websites
are not incorporated by reference into, and do not form part of,
this announcement.
NOTICE TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures in the European
Economic Area and in the United Kingdom (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the MiFID II Product Governance
Requirements) should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Global Co-ordinators for the Offer will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the MiFID II Product Governance Requirements;
or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFZGZZLKGGMZM
(END) Dow Jones Newswires
February 26, 2021 03:00 ET (08:00 GMT)
Auction Technology (LSE:ATG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Auction Technology (LSE:ATG)
Historical Stock Chart
From Apr 2023 to Apr 2024
