TIDMATG
RNS Number : 3024C
Auction Technology Group PLC
17 June 2021
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17 June 2021
Auction Technology Group plc
Proposed acquisition of LiveAuctioneers
Auction Technology Group plc ("ATG" or the "Group") today
announces the proposed acquisition of Platinum Parent, Inc., the
holding company of LiveAuctioneers (the "Acquisition"), a leading
curated online North American Arts & Antiques ("A&A")
Marketplace, for an enterprise value of up to $525 million. The
Acquisition transforms the reach, capabilities and efficiencies of
ATG's platform, adding momentum to ATG's growth trajectory,
generating significant value for the auction industry and providing
strong returns to ATG's shareholders.
Transaction highlights:
-- The Acquisition adds a leading A&A marketplace in North America to ATG's growing portfolio
o Expands the ATG network adding LiveAuctioneers' c.1,600
auctioneers, 120,000 bidders and greater than $2 billion of Total
Hammer Value ("THV")
o Enables ATG to access the US A&A segment, a new and
attractive geography for ATG: twice the size of the UK A&A
segment, with an online segment forecast to grow at a c.22% CAGR
FY19-FY23
o Pleased to welcome LiveAuctioneers' management team to ATG, a
strong team with a similar culture, with mutual benefits from
respective areas of investment and expertise
-- The Acquisition is positive for the future of the auction industry and all stakeholders
o The auction industry is going through a structural shift from
offline to online and ATG is well positioned to help facilitate
this transformation
o LiveAuctioneers is a highly complementary business which
provides valuable reach and additional capabilities, enabling ATG
to deliver more value to auctioneers, consignors and bidders
o Improves the end-to-end customer experience for A&A
auctions and accelerates the buildout of an online auction
ecosystem that will benefit all stakeholders via the addition of an
integrated payments solution
o Payments, back-office, and marketing solutions can more
efficiently be made mutually available to ATG's and
LiveAuctioneers' partner auction houses
-- The Acquisition will accelerate ATG's growth strategy and
value creation opportunities and is consistent with the strategy
communicated by management at IPO
o Important step in ATG's M&A strategy, building out a
presence in a key geography and accelerating ATG's launch of
value-add services, helping develop standards to enable auctions to
compete with eCommerce giants
o ATG believes that the Acquisition will be very materially
earnings accretive immediately post completion of the Acquisition
("Completion") and that the Acquisition will enhance the Combined
Group's growth and margin profile
o The Directors believe the Combined Group will deliver
mid-teens plus revenue CAGR in the medium term (pro forma from
FY19)
Overview of Acquisition terms, financing and approvals
-- Acquisition of LiveAuctioneers for an enterprise value of up
to $525 million, with $500m consideration due on Completion and
Earn Out consideration of up to $25 million
-- The acquisition will be financed by way of:
o Cash consideration:
-- An equity financing by way of a cashbox placing via
accelerated bookbuild for just less than 20.0% of the issued share
capital of ATG (the "Capital Raising"). The Capital Raising will be
launched in due course and a separate announcement will be issued
today setting out further details of this
-- New debt financing of approximately $204 million resulting in
pro-forma leverage of up to c.3.0x
o Key LiveAuctioneers management will be rolling not less than
35% of their existing holding into ATG Shares. Based on current
estimates this represents approximately $19 million which is
subject to change based on the timing of completion and closing
mechanics
o Any remaining consideration to be funded via cash or
additional vendor equity issuance at Completion
-- The Acquisition is a Class 1 transaction for ATG under the
Listing Rules of the FCA. A Circular and Prospectus containing
further details on the Acquisition, the recommendation of ATG's
board of directors and the notice of the general meeting of the
Company (to be held to approve, amongst other matters, the
Acquisition, agreement to pay the Reverse Termination Fee of $25m
if triggered and to authorise the Directors to allot shares in
connection with the Acquisition) will be issued in due course
-- TA Associates, ECI Partners, the Directors, Senior Management
and Jupiter Investment Management Limited, who collectively hold
46% of the Enlarged Share Capital of ATG, have irrevocably
committed to vote in favour of the resolutions
-- Completion is also conditional, amongst other things, upon
approval of the Acquisition by relevant antitrust authorities,
including approval in the UK and US
John-Paul Savant, CEO of ATG, said:
"We are excited to announce the proposed acquisition of
LiveAuctioneers. It enables ATG to enter the large and fast-growing
North American art & antiques segment, further diversifying our
business and bringing a complementary network of auctioneers and
bidders to our Group. It will strengthen our ability to invest in
improving the buying experience, thereby making online auctions
more attractive to bidders around the world and thereby helping
auctioneers realise higher asset values for their consignors. Our
mission is to keep this important industry competitive in an
increasingly digital world and, in turn, accelerate the pace of
sustainable commerce by making it easier and more attractive to
buy, and sell secondary market items through auctions. We are
delighted to welcome the strong LiveAuctioneers team, which has as
similar culture to ATG, and look forward to working closely
together in the future."
The preceding summary should be read in conjunction with the
full text of the following announcement and its appendices,
together with the Circular and Prospectus which will be published
in due course.
Enquiries
ATG
For investor enquiries investorrelations@auctiontechnologygroup.com
For media enquiries press@auctiontechnologygroup.com
Tulchan Communications +44 207 353 4200
(Public relations advisor to ATG@tulchangroup.com
ATG)
Tom Murray, Sunni Chauhan, Matt
Low
Numis Securities Limited
(Sponsor, Joint Global Co-ordinator,
Joint Financial Adviser and Debt
Adviser) +44 207 260 1205
Nick Westlake, Matt Lewis, Alec
Pratt, William Baunton, Mike Beadle
J.P. Morgan Securities plc
(Joint Global Co-ordinator and
Joint Financial Adviser) +44 207 134 8765
Bill Hutchings, Barry Meyers,
Beau Freker, James Summer, Will
Vanderspar
This Announcement is released by Auction Technology Group plc
and contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (MAR) (as transposed into
the laws of the United Kingdom), and is disclosed in accordance
with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 (as transposed into the laws of the
United Kingdom),the person responsible for arranging for the
release of this Announcement on behalf of the Company is John-Paul
Savant, Chief Executive Officer.
Background, strategy and reasons for the Acquisition
ATG operates world-leading Marketplaces and a proprietary
auction Platform for curated online auctions, connecting bidders
with auctioneers. The Group was founded approximately 50 years ago
and is headquartered in London, UK, with offices across three
countries (UK, US and Germany). As a key partner to and advocate
for auctioneers, the Company creates value by providing them with
access to robust online marketplace capabilities, a global bidder
base and a range of value-added tools and services that enable them
to maximise value on lots sold. The Group's pro forma revenue for
FY20 was GBP52.3 million. In February 2021, the Company completed
its successful listing on the premium listing segment of the
Official List and on the London Stock Exchange's main market for
listed securities at a market capitalisation of GBP600 million. In
the IPO Prospectus, the Company clearly conveyed its strategic
direction to its Shareholders and the key pillars for its future
growth, including its overall M&A strategy. The Company has a
strong track record of M&A following on from the notable
acquisition of Proxibid in February 2020 as well other smaller
acquisitions such as Auction Mobility, BidSpotter US and
Lot-tissimo.
LiveAuctioneers is an operator of a leading North American
A&A Marketplace, connecting bidders with more than 6,000
auctioneers since inception (including approximately 1,600
auctioneers as at 31 March 2021) via its online platform, helping
auctioneers to realise operational efficiencies and bidders to
access a wide range of exceptional items through secure online
auctions. LiveAuctioneers is headquartered in New York City. The
Directors believe there is a strong strategic rationale for the
Acquisition of the LiveAuctioneers Group.
Following Completion, LiveAuctioneers' Chief Executive Officer,
Phil Michaelson and Chief Technology Officer, Rob Cummings, will
remain involved in the business and will continue to run
LiveAuctioneers in North America. Under the terms of the
Acquisition, Phil Michaelson, Rob Cummings and certain other
Management Sellers have agreed to retain an ongoing Share ownership
in ATG in order to support the delivery of the full strategic,
operational and financial benefits of the Acquisition. This
includes agreeing to lock-up arrangements relating to the
Consideration Shares receivable by them.
The acquisition of LiveAuctioneers is in line with the M&A
and growth strategies laid out at IPO
As set out in the IPO Prospectus, the Directors believe future
growth is important to the ongoing success of the Group and that
expanding the Group's geographical and industry footprint is
important to allow it to efficiently invest in key elements of the
online buying experience (payments, delivery, improved buyer
experience) that will enable its Marketplaces to remain competitive
with the many other forms of online buying. The Directors believe
that the acquisition of LiveAuctioneers is directly in line with
this strategy, developing the Group's footprint in the North
American A&A vertical / geography. ATG expects the Combined
Group to benefit from similar operational and technical benefits
that have been realised from the acquisitions of Proxibid,
BidSpotter US and Lot-tissimo such as through the Group's 'hub and
spoke' model and, in due course, technological redundancy of legacy
systems.
The Acquisition also demonstrates ATG's commitment to the growth
strategy laid out at the IPO addressing all of the key pillars,
including:
-- Increasing total addressable market
-- Expansion into a market in the early stages of online adoption
-- Increased auctioneer and bidder client base
-- Efficient investment in value enhancing end-to-end UX,
features, and functionality for auctioneers and bidders
-- Adding highly accretive businesses to the group via M&A
-- Enhancing and accelerating the value-add proposition for auctioneers and customers
Increasing total addressable market ("TAM")
The Acquisition adds a significant incremental piece to the
Group's total addressable market with the addition of one of the
leading curated online A&A marketplaces in North America.
The Directors believe that the US A&A segment (the
LiveAuctioneers Group's US TAM) was worth $21.0 billion in 2020 and
the value of goods sold through the auction channel overall in the
US A&A segment (excluding Christie's and Sotheby's) will be
worth $6.6 billion in 2023 (Source: Company estimates based on
internal data). The Directors estimate that the US A&A online
auction segment (excluding Christie's and Sotheby's) was worth $1.8
billion in 2019 and believe this will grow to an estimated $4.0
billion by 2023, with an estimated CAGR of approximately 22 per
cent. per annum between 2021-23 (Source: Company estimates based on
internal data). The differential between the current size of the US
A&A online auction segment and the US A&A TAM represents a
significant growth opportunity for the Group.
The LiveAuctioneers Marketplace is a leading US A&A online
auction marketplace with more than 50 million website visits
(growing at a CAGR of 23.5 per cent. since FY18), more than one
million registered bidders (growing 18.9 per cent. since FY18) and
almost 120,000 active bidders (growing 34.8 per cent. since FY18)
in FY20 and the Directors believe that these factors mean that the
LiveAuctioneers Group is well-positioned to capture an increasing
portion of the US A&A TAM.
LiveAuctioneers is well positioned in North American A&A and
has carved out a differentiated proposition from its competitors,
most notably:
-- LiveAuctioneers has c.1,600 auctioneers
-- LiveAuctioneers charges a transparent headline commission
-- LiveAuctioneers has a highly engaging website with strong
functionality (e.g. payments, personalisation and item
categorisation)
-- LiveAuctioneers has a highly competitive service offering,
with further scope to expand into other adjacencies, e.g. shipping,
financing, insurance, restoration/repair
-- LiveAuctioneers has a wide ranging category focus and covers
all key A&A categories, whilst also having one of the highest
number of lots on its site vs key peers
Expansion into a market in the early stages of online
adoption
The Acquisition brings greater access to a market with
relatively low online penetration and with a considerable scope to
grow online share in the market as more bidders move online. By way
of illustration, as of its FY20, online share (i.e. gross
merchandise value (GMV) of goods sold online via the
LiveAuctioneers Marketplace as a percentage of total hammer value
(THV) for the auctions listed by LiveAuctioneers) was 15.4 per
cent., up from 12.0 per cent. in its FY18. In the auctions listed
on ATG's European-focused A&A Marketplaces (The Saleroom and
Lot-tissimo), online share was 17 per cent. in ATG's FY20,
highlighting the clear headroom available. The Directors believe
that these A&A Marketplaces have a similar capacity for growth
as that experienced by the online segment for I&C, where online
share for the auctions listed on ATG's I&C Marketplaces
(Proxibid, BidSpotter US and BidSpotter UK) was 39 per cent. in
ATG's FY20. A&A auctions have traditionally been carried out in
an offline, in-person setting where there is less accessibility for
bidders whilst also incurring higher costs to the auctioneers and
thus the shift to online has significant benefits for both
auctioneers and bidders. There are also a significant number of
North American A&A auctioneers that do not have a meaningful
online presence and thus there is a further growth opportunity due
to the number of auctioneers that could be added to the Combined
Group's current auctioneer base. LiveAuctioneers have seen strong
growth both from auctioneers moving online but also from revenue
retained from historic cohorts. LiveAuctioneers auctioneer net
revenue retention was 108% in its FY18, 104% in FY19 and 119% in
FY20.
Increasing the auctioneer and bidder client base
The Acquisition will add approximately 1,600 new auctioneer
clients (as at 31 March 2021) who operate approximately 27,000
auctions per year (for the 12 months ending 31 December 2020) and
collectively deliver winning bidders on approximately 1.3 million
lots (for the 12 months ending 31 December 2020). It also expands
the bidder base by more than 120,000 (as at 31 March 2021) in the
North American A&A vertical / geography who conducted over 56
million sessions (for the 12 months ending 31 December 2020),
further expanding the footprint currently provided by Proxibid and
Auction Mobility. The Acquisition will have significant benefits
for both the Existing Group's and the LiveAuctioneers Group's
auctioneers, providing them with a more integrated service, whilst
also saving them time and reducing their costs, enabling them to
compete more effectively and efficiently, particularly against
other online channels for secondary, unique, and specialised items,
such as eBay and Etsy. The Directors believe that the
LiveAuctioneers Group's auctioneers will also benefit from the
ability of the Combined Group to offer Auction Mobility's
capabilities, which will enable auctioneers to further build out
their white label offering, giving auctioneers the ability to build
their brands alongside the Existing Group's brands, and thus
enhancing the overall auctioneer value-add proposition.
The incremental inventory from the combination of the Existing
Group's premium white label offering plus Marketplace sales with
that of the LiveAuctioneers Marketplace will increase the appeal
and value for bidders at auction. The incremental bidder base will
also help to increase competition in auctions, providing greater
revenue to the consignors and auctioneers as well as enabling
auctions on those Marketplaces to provide a truer reflection of the
market price for those goods. This translates into higher benefits
to consignors of the goods to the auctioneers, which should in turn
lead to more items being sold at auction.
Bidders will have access to a far wider range of items from a
wider universe of auctioneers and can benefit from the enhanced
customer service auctioneers will be able to provide as a result of
efficiencies realised through the Combined Group's expanded service
offering. The Acquisition will enable bidders around the world to
gain access to approximately 1.3 million lots in a secure, easy,
and engaging online environment. The Directors also believe that
bidders will buy with more confidence and believe they are playing
a role in sustainable buying and a greener planet.
Fully integrated payments solution
The Acquisition adds the ability to provide a fully integrated
payments solution to the Combined Group, helping to simplify the
fragmented payments process for auctioneers and bidders.
LiveAuctioneers provides bidders the functionality to pay
auctioneers through: (i) third-party payment processors, (ii)
LiveAuctioneers invoicing; (iii) credit and debit card payments and
pre-authorisation; and (iv) Automated Clearing House payments. For
successful bidders, payments can be taken automatically from card
details saved to the LiveAuctioneers Group's system via an
"autopay" functionality. This helps to ensure quicker remittance of
funds to auctioneers and consignors, as payment is deducted
automatically 72 hours after the issue of an invoice following an
auction. The Directors believe that the addition of
LiveAuctioneers' payments processing functionality will
significantly accelerate the Existing Group's payments
functionality. This adds significant value-add functionality for
the auctioneer helping to mitigate compliance risk whilst also
helping auctioneers to comply with their obligations to collect
taxes. Historically, bidders would have to make payments via less
efficient methods, which would increase the
likelihood of defaults in payment and increase the time-period
between the auction and a consignor receiving the proceeds of the
sale. The addition of a fully integrated payments solution will
also add functionality for the bidder, helping to enhance the wider
bidder end-to-end experience and provide a buying experience more
in line with bidder expectations and wider e-commerce transactions.
The Directors believe that LiveAuctioneers payments solution, which
has been developed on a modular basis, will be integrated into the
Combined Group's North American Marketplaces (Proxibid and
BidSpotter US) within six to twelve months of Completion, enabling
quick availability across the North American Marketplaces, with
integration across the UK and DACH region Marketplaces within
twelve to fifteen months of Completion. Additional investment would
be required to extend the solution to the UK and Europe.
LiveAuctioneers' payments function has experienced notable increase
in volumes over the three months ended 31 March 2021, following
initial launch in December 2020, due to its enhanced focus on
communicating the benefits of the same to auctioneers, with more
than 450 auction houses using the service.
The Acquisition enhances ATG's shared success value proposition
with real value delivered to all participants in the
marketplace
Management believe that the Acquisition will deliver real value
to the three core participants in their marketplace.
For auctioneers, the Acquisition will bring an incremental
bidder base that increases competition for each lot, driving higher
asset sale prices for auctioneers; a fully integrated payments
solution that improves security, reduces chargeback risk, improves
bidder confidence; and gets consignors their money faster and
simpler payments that reduces hassle and increases collection
efficiency for auctioneers leading lowering operating costs.
For consignors, the Acquisition will bring an incremental bidder
base that increases competition for each lot, driving higher asset
sale prices for consignors; higher values for assets sold that
increases the number of items consignors will choose to sell online
at auction; incremental geography for A&A that justifies more
rapid investment in value-added services, further enhancing value
for consignors; and proven value of online auctions that means more
consignors will use it as a channel for disposal of assets,
reducing waste, and further enhancing ATG's role in the
circular/sustainable economy.
For bidders, the Acquisition will bring access to 1.3 million
lots in a secure, easy, and engaging online environment that
responds to bidder desire for sustainable shopping; investment
efficiencies that give ATG the ability to invest in more ecommerce
basics, providing a more familiar end-to-end user experience; and
buildout of the auction ecosystem that increases the appeal of
auctions, opening up new revenue streams for the service providers
in the auction ecosystem and making it easier for bidders to find
them.
Compelling financial benefits
The Acquisition adds a significant bidder and auctioneer base to
the Combined Group. The Acquisition will add approximately 1,600
new auctioneers, taking the total number between the Existing Group
and the LiveAuctioneers Group to approximately 3,600. In light of
LiveAuctioneers' North American A&A focus, ATG and
LiveAuctioneers have a very limited shared auctioneer base and the
Directors believe them to be highly complementary. The Acquisition
also adds a notable bidder base, with LiveAuctioneers having more
than one million registered bidder accounts, taking the total
number of registered bidder accounts for the Combined Group to
approximately six million as at 31 March 2021 and the Directors
believe them to also be highly complementary.
The Directors believe the Acquisition will enhance the growth
and profitability profile of the Combined Group and will support
and accelerate the Company's strategy laid out in the IPO
Prospectus. The Existing Group's unaudited pro forma revenue for
FY20 was GBP52.3 million having grown from GBP37.0 million in FY18
at a CAGR of 19%. LiveAuctioneers' revenue as at FY20 was $30.7
million, having grown at a CAGR of 23% since FY18. LiveAuctioneers
also brings a strong track record of profitability with Adjusted
EBITDA of $16.5 million in their FY20, at an Adjusted EBITDA margin
of 54%. LiveAuctioneers' operating cash flow (adjusted
EBITDA-Capex) in FY20 was $14.8 million with cash generation of 89%
(operating cash flow / adjusted EBITDA).
The Acquisition is expected to be very materially earnings per
Share accretive immediately post Completion, before the realisation
of any synergies. The Directors expect the Combined Group will be
highly cash generative with low capital intensity and significant
operating leverage, given the largely fixed costs base.
Outlook
-- The Directors believe that the Existing Group's outlook
remains in line with latest guidance announced at H1 FY 21
results.
-- The following Combined Group targets are excluding the impact
of any further M&A in the future
o In the medium term (pro forma from FY19), the Combined Group
is targeting a mid teens plus revenue growth CAGR
o The Directors believe the Combined Group will deliver
continuing operating leverage, with this predominately delivered by
the Existing Group
o The Directors believe the Combined Group will continue to
deliver strong free cash flow growth, due its low capital intensity
and notable fixed cost base
o The Directors believe the Acquisition will lead to pro forma
net debt/adjusted EBITDA of up to 3.0x and is expected to delever
rapidly thereafter
-- The Directors believe the Acquisition will lead to one off
integration costs of c.GBP5m and transaction costs of c.GBP19
million, including GBP2.5 million related to the refinancing
Summary information on LiveAuctioneers Group
LiveAuctioneers is the provider of a curated online marketplace
focused on the North American A&A segment, designed for live
auctions of collectibles, antiques and fine art. Founded in 2002,
LiveAuctioneers offers its leading technology, client support and
digital marketing services to approximately 1,600 auctioneers from
approximately 70 countries. LiveAuctioneers is based in New York
City and is majority owned by Cove Hill Partners, a Boston based
long-term oriented private equity firm.
LiveAuctioneers' offering includes a seamless search, bidding
and purchasing experience across the internet and via its iOS and
Android mobile applications. A key part of the offering is
'LiveAuctioneers Payments Solutions' which helps auctioneers
collect funds faster from winning bidders and was launched in
December 2020. This seamless payments offering has become a key
selling point for LiveAuctioneers, offering speed (faster
collection), safety (chargeback protection), simplicity (reducing
necessary size of, and input from, auctioneer collection team) and
buyer convenience (Autopay and multiple payment methods supported),
providing key advantages.
LiveAuctioneers partners with a wide range of auction houses
with low auctioneer concentration and diverse category coverage
with respect to items offered on the LiveAuctioneers Marketplace.
For its FY20, over 1.2 million items were sold at more than 27,000
auctions through the LiveAuctioneers Marketplace, with $7.4 billion
total bid value processed, generating THV of $2.4 billion, GMV of
$375 million and revenue of $30.7 million. In FY20, LiveAuctioneers
hosted more than 56 million bidder sessions, more than one million
registered bidders and almost 120,000 active bidders.
Platinum Parent Inc. is currently owned by approximately 30
shareholders / optionholders, comprising (on a fully diluted
basis):
-- Cove Hill Partners, a Boston based long-term oriented private
equity firm (approximately 85 per cent.);
-- existing finance providers (approximately one per cent.); and
-- certain management and employees of LiveAuctioneers (approximately 14 per cent.).
Key terms of the acquisition
Acquisition Agreement
On 17 June 2021, the Company, ATG Media US, Inc. (an indirect
subsidiary of the Company) (the "Platinum Parent, Inc. Purchaser
"), Platinum Parent, Inc., a Delaware corporation, certain
investment funds affiliated with Cove Hill Partners, L.P.
(collectively, " Cove Hill Partners "), all other stockholders of
Platinum Parent, Inc. (together with Cove Hill Partners, the "
Sellers "), and CHP Representative, LLC solely in its capacity of
Sellers' representative (the " Sellers' Representative ") entered
into an agreement (the " Acquisition Agreement "), pursuant to
which the Platinum Parent, Inc. Purchaser has agreed to acquire and
the Sellers have agreed to sell all of the outstanding capital
stock of Platinum Parent, Inc..
In addition, in accordance with the terms and conditions of the
Acquisition Agreement, the Rollover Management Sellers have agreed
to (i) exchange a specified percentage of their outstanding options
over equity securities in Platinum Parent, Inc. for new options
over Shares (the "Rollover Options") (the "Rollover") and (ii)
cancel any remaining outstanding options over equity securities in
Platinum Parent, Inc. in return for a cash payment paid to them by
the Platinum Parent, Inc. Purchaser (the "Option
Consideration").
The consideration for the Acquisition comprises up to $525
million (comprised of $500 million payable on Completion and $25
million subject to the Earn Out).
Payment of the Earn Out Consideration is contingent upon the
LiveAuctioneers Group satisfying certain financial targets relating
to revenue and Adjusted EBITDA in the 12 month period ended 31
December 2021 or, if Completion occurs after 31 December 2021 (and
in respect of revenue only), in the 12 month period ended on the
date of Completion (the "Earn Out Targets"). To the extent that the
Earn Out Targets are not met in full, the Earn Out Consideration
shall be reduced pro rata and, if the minimum thresholds relating
to the Earn Out Consideration are not met, no Earn Out
Consideration shall be payable. It is currently anticipated that
the Earn Out Consideration (if any) will become payable in the
first quarter of 2022, or, if later, shortly following
Completion.
Completion is also conditional, amongst other things, upon
approval of the Acquisition by relevant antitrust authorities in
the US and UK (the "Regulatory Conditions"). If the Regulatory
Conditions are not satisfied or otherwise waived by the Purchaser
by 5pm on 20 July 2022, if Shareholders do not approve the
Resolutions, and in certain other circumstances, and in each case a
party elects to terminate the Acquisition Agreement, the Platinum
Parent, Inc. Purchaser has agreed to pay a reverse termination fee
of $25 million to LiveAuctioneers (the " Reverse Termination Fee
"). If Shareholders do not approve the agreement to pay the Reverse
Termination Fee, the amount of such fee payable by the Platinum
Parent, Inc. Purchaser shall be capped at GBP12.5 million
(inclusive of VAT), which is equal to one per cent. of the market
capitalisation of the Company at the close of business on the day
prior to the announcement of the Acquisition. As detailed below,
the Company has received irrevocable undertakings to vote in favour
of the resolution to approve the Reverse Termination Fee from
Shareholders in respect of 55,141,226 Shares, representing 46 per
cent. of the Enlarged Share Capital.
The Rollover Management Sellers, who will receive Rollover
Options in connection with the Acquisition, will be unable to
dispose of such Shares for a period of 12 months from the date of
Completion, save on a change of control of the Company.
In addition to the Rollover Options, ATG has agreed to grant the
Rollover Management Sellers with restricted stock units over new
Shares on similar terms to the Rollover Options (the "Management
RSUs")
The Management RSUs will only be settled with Shares at the end
of the Acquisition Lock-Up Period (or, if earlier, in the event of
a change of control of ATG). A proportion of the Management RSUs
will only be settled at the end of the Acquisition Lock-up Period
to the extent that the Earn Out Targets have been met.
Shareholder approvals
The size of the Acquisition means that it is classed as a Class
1 transaction under the Listing Rules. Additionally, due it its
size, the agreement to pay the Reverse Termination Fee is
classified as a Class 1 transaction under the Listing Rules.
As such, the Company will in due course send a Circular and
Prospectus convening a meeting to approve the Acquisition, the
agreement to pay the Reverse Termination Fee and to authorise the
directors to allot consideration Shares in connection with the
Acquisition.
TA Associates, ECI Partners and Jupiter Investment Management
Limited have irrevocably undertaken to vote (or procure a vote) in
favour of the Resolutions at the General Meeting which amount to
approximately 39 per cent. of the Enlarged Share Capital. The
Directors and Senior Managers have irrevocably undertaken to vote
in favour of the Resolutions in relation to their beneficial
holdings, which amount to approximately 7 per cent. of the Enlarged
Share Capital.
Conditions
Completion is subject to a number of conditions, including the
Regulatory Conditions, and conditions relating to the Placing
Agreement and the New Senior Facilities Agreement.
Financing the acquisition
The Company proposes to finance the Cash Consideration for the
Acquisition, from:
-- the net proceeds of the Capital Raising, excluding estimated
amounts payable for transaction-related fees and expenses;
-- up to $183 million through utilisation of the senior term
loan facility to be provided pursuant to the terms of the New
Senior Facilities Agreement, with the flexibility for up to an
additional $21 million from the $70 million revolving credit
facility to be re-designated as senior term loan commitments for
the purposes of financing the Acquisition.
The Company intends to finance any remaining Consideration from
its existing cash resources or by the issue of additional
consideration Shares to the Sellers at Completion (separate to the
Consideration Shares to be issued to the Rollover Management
Sellers in connection with the Rollover Options). Following
completion of the Acquisition Lock-Up Period, the Consideration
Shares and the Management RSU Shares will be issued fully paid and
will rank in full for all dividends or other distributions
declared, made or paid by reference to a record date on or after
the date of issue of such Shares, and otherwise pari passu in all
respects to the Shares. Following completion of the Acquisition
Lock-Up Period, Application will be made for the Consideration
Shares (and any other Shares which may be issued as Consideration)
to be admitted to the premium listing segment of the Official List
of the FCA and to trading on the London Stock Exchange's main
market for listed securities. It is currently expected that the
Consideration Shares and Management RSU Shares will be issued, that
Consideration Shares and Management RSU Shares Admission will
become effective, and that dealings in the Consideration Shares and
Management RSU Shares will commence 12 months post Completion.
Summary key performance indicators and historical financial
information on LiveAuctioneers
FY18 (for twelve FY19 (for twelve FY20 (for twelve
months to 31 months to 31 months to 31
$ million December 2018) December 2019) December 2020)
--------------------------- ---------------------------- ---------------------------- ----------------------------
THV 1,844 2,087 2,438
--------------------------- ---------------------------- ---------------------------- ----------------------------
THV growth (%) n.a 13% 17%
--------------------------- ---------------------------- ---------------------------- ----------------------------
Online share
(%) 12% 13% 15%
--------------------------- ---------------------------- ---------------------------- ----------------------------
GMV 221 261 375
--------------------------- ---------------------------- ---------------------------- ----------------------------
GMV growth (%) n.a. 18% 44%
--------------------------- ---------------------------- ---------------------------- ----------------------------
Take-rate (%) 8.4% 8.3% 7.5%
--------------------------- ---------------------------- ---------------------------- ----------------------------
FY18 (for twelve FY19 (for twelve FY20 (for twelve
months to 31 months to 31 months to 31
$ million December 2018) December 2019) December 2020)
---------------------------- ---------------------------- ---------------------------- ----------------------------
Revenue 21.1 23.7 30.7
---------------------------- ---------------------------- ---------------------------- ----------------------------
% growth n.a 13% 30%
---------------------------- ---------------------------- ---------------------------- ----------------------------
Adjusted EBITDA 12.2 12.1 16.5
---------------------------- ---------------------------- ---------------------------- ----------------------------
% margin 58% 51% 54%
---------------------------- ---------------------------- ---------------------------- ----------------------------
Capex (including
capitalized
software
costs) 0.2 0.0 1.8
---------------------------- ---------------------------- ---------------------------- ----------------------------
% of sales 1% 0% 6%
---------------------------- ---------------------------- ---------------------------- ----------------------------
OpFCF 12.0 12.1 14.8
---------------------------- ---------------------------- ---------------------------- ----------------------------
% cash
conversion 98% 100% 89%
---------------------------- ---------------------------- ---------------------------- ----------------------------
LiveAuctioneers, LLC is the trading entity of the
LiveAuctioneers Group. Prior to 21st May 2019, LiveAuctioneers, Inc
was the majority owner of LiveAuctioneers, LLC. On 21st May 2019,
Platinum Parent, Inc., through its subsidiary Platinum
Intermediate, Inc., purchased LiveAuctioneers, Inc and its
subsidiaries, including LiveAuctioneers, LLC (the "2019
LiveAuctioneers Acquisition").
The financial information included within this announcement has
been extracted from the LiveAuctioneers Group's available
historical audited financial statements for the three years ended
31 December 2018, 2019 and 2020, which have been prepared in
accordance with accounting principles generally accepted in the
United States ("US GAAP") (the "Historical Audited US GAAP
Financial Statements").
The Historical Audited US GAAP Financial Statements have been
prepared at the LiveAuctioneers, LLP level for the year ended 31
December 2018, and at the Platinum Intermediate, Inc level for the
two years ended 31 December 2019, and 2020. In the case of the year
ended 31 December 2019, which included the 2019 LiveAuctioneers
Acquisition, the period prior to the 2019 LiveAuctioneers
Acquisition reflects the results of operations and cash flows of
LiveAuctioneers, LLC, and the period subsequent to the 2019
LiveAuctioneers Acquisition reflects the Platinum Intermediate, Inc
operations, including LiveAuctioneers, Inc and LiveAuctioneers,
LLC.
In accordance with the Listing Rules, the Circular when
published will include full historical financial information on the
LiveAuctioneers Group for the three years ended 31 December 2018,
2019 and 2020, prepared in accordance with International Financial
Reporting Standards as adopted by the European Union ("IFRS"), in a
form consistent with the accounting policies adopted by ATG in its
latest annual consolidated accounts (the "Historical IFRS Financial
Statements"). The basis for the Historical IFRS Financial
Statements will differ from the Historical Audited US GAAP
Financial Statements as prior to the 2019 LiveAuctioneers
Acquisition the Historical IFRS Financial Statements will be
consolidated at the LiveAuctioneers, Inc level, and subsequent to
the 2019 LiveAuctioneers Acquisition the Historical IFRS Financial
Statements will be consolidated at the Platinum Parent, Inc level.
Whilst not acting as trading entities, consolidating at the
LiveAuctioneers, Inc and Platinum Parent Inc level in the
Historical IFRS Financial Statements will lead to the additional
recognition of certain cash, working capital, tax and professional
expenses amounts in the periods presented.
US GAAP differs in several respects from IFRS. The IFRS
transition exercise remains incomplete at the date of this
presentation.
ATG has identified what it believes to be the material
difference between ATG's IFRS policies and LiveAuctioneers'
accounting policies below. As the IFRS transition exercise is
incomplete there may be additional differences not noted below:
a) Income Statement, Balance Sheet and Cashflow Statement Presentation
The presentation of certain income statement, balance sheet and
cashflow financial statement items may be realigned to conform to
ATG presentation.
b) IFRS first-time adoption (IFRS 1)
For first-time adopters of IFRS, full retrospective application
is subject to certain optional exemptions, designed to reduce the
burden where the cost of retrospective application might exceed the
benefits. Certain exemptions are applicable and may be applied to
the ATG historical financial information under IFRS, including
electing to use a previous valuation of property, plant, and
equipment as the deemed cost for IFRS.
c) Share-based payments
Differences can occur between the US GAAP and IFRS treatment of
share-based payments, including valuation methodology at each
balance sheet date and the option of recognising share-based
payment expense over the vesting period using a straight-line
method rather than using a graded-vesting schedule as required by
IFRS.
d) Income taxes
There are differences that exist between US GAAP and IFRS in the
accounting for income taxes, including the presentation of deferred
taxes.
e) Purchase price accounting and goodwill
There are differences that exist between US GAAP and IFRS in the
accounting for business combinations, including the identification
of intangible assets. Further, under US GAAP goodwill arising from
business combinations can be amortised annually whereas at least
annual impairment reviews are required under IFRS.
f) Capitalised development costs
There are differences that exist between US GAAP and IFRS in the
criteria for capitalising development costs.
g) Lease accounting
There are differences that exist between US GAAP and IFRS in
accounting for leases, in particular IFRS requires the recognition
of a lease liability and right of use asset for all leases and no
longer permits the recognition of lease expenses in the income
statement on an annual basis.
h) Accounting for debt
There are differences that exist between US GAAP and IFRS in
accounting for debt, specifically debt modifications
IMPORTANT INFORMATION
Sources, Bases and Important Notes
1. Unless otherwise stated:
a. Financial information relating to ATG has been extracted from
the audited results for the twelve months ended 31 September
2020
b. Financial information relation to LiveAuctioneers have been
extracted or derived from the audited results for the twelve months
ended 31 December 2020
c. References to FY18, FY19, FY20 and FY21 mean:
i. In the case of ATG, the financial years ended 31 September
2018, 2019, 2020 and 2021, and H1 FY21 means the 6-month period
ended 31 March 2021.
ii. In the case of LiveAuctioneers, the financial years ended 31
December 2018, 2019, 2020 and 2021.
2. All LiveAuctioneers financial information in this
announcement is presented in accordance with US GAAP and may differ
from the financial information to be included in due course in the
Circular and Prospectus, as further detailed above under the
heading "Summary key performance indicators and historical
financial information on LiveAuctioneers".
3. The economic effect of the Management RSUs is that the
Rollover Management Sellers will, following the expiry of the
Acquisition Lock-Up Period, receive Shares at an effective price of
750p per Share.
4. The maximum number of new Shares required will only be known
on Completion depending on, amongst other things, (i) how many
options over Platinum Parent, Inc. shares are exchanged at
Completion pursuant to the terms of the Rollover, (ii) the per
share Acquisition value of a Platinum Parent, Inc. share, (iii) the
closing share price of the Shares on the date of Completion and
(iv) the US $ to pound sterling exchange rate at Completion.
5. Certain figures in this announcement have been subject to rounding adjustments.
Definitions
" 2019 LiveAuctioneers Acquisition" means the acquisition of
LiveAuctioneers, Inc. by Platinum Purchaser Inc., on 21 May
2019.
" A&A " means Arts and Antiques.
" Acquisition " means the acquisition by the Platinum Parent,
Inc. Purchaser, a member of the Group, of all of the outstanding
equity securities of Platinum Parent, Inc. pursuant to the
Acquisition Agreement.
" Acquisition Agreement " means the acquisition agreement dated
17 June 2021 and made between the Company, the "Platinum Parent,
Inc. Purchaser, Platinum Parent, Inc., a Delaware corporation, Cove
Hill Partners, certain other stockholders of Platinum Parent, Inc.
(together with Cove Hill Partners, the "Sellers"), and CHP
Representative, LLC solely in its capacity of Sellers'
representative.
" Acquisition Lock-Up Period " means the 12-month period
starting on the date of Completion.
" Adjusted EBITDA " means profit/(loss) before taxation, finance
costs (including non-operating gains and losses in respect of
financial instruments), depreciation and amortisation, share-based
compensation and exceptional costs. Adjusted EBITDA at segment
level is consistently defined with the above but excludes central
administration costs including directors' salaries.
" CAGR " means compounded annual growth rate.
" Capital Raising " means the placing of the Capital Raising
Shares.
" Capital Raising Shares " means the 19,999,990 new Shares to be
issued in connection with the Capital Raising.
" Capital Raising Shares Admission " means the admission of the
Capital Raising Shares to the premium listing segment of the
official list of the FCA and to trading on the London Stock
Exchange's main market for listed securities.
" Circular and Prospectus " means the circular and prospectus to
be published by the Company in due course in connection with the
Acquisition.
" Combined Group " means the Group following Completion.
" Completion " means completion of the Acquisition.
" Consideration Shares " means the consideration Shares to be
issued to the Rollover Management Sellers in connection with the
Rollover Options.
" Consideration Shares and Management RSU Shares Admission "
means the admission of the Consideration Shares and Management RSU
Shares to the premium listing segment of the official list of the
FCA and to trading on the London Stock Exchange's main market for
listed securities.
" Cove Hill Partners " means Cove Hill Partners, L.P. and
certain affiliated funds.
" Enlarged Share Capital " means the issued share capital of the
Company, as enlarged by the Capital Raising Shares.
" Existing Group " means the Group prior to Completion.
" FCA " means the Financial Conduct Authority of the United
Kingdom.
" Group " means the Company and its subsidiaries from time to
time.
" I&C " means Industrial and Commercial.
" IFRS " means International Financial Reporting Standards as
adopted for use in the European Union.
" IPO " means the admission of the existing Shares to the
premium listing segment of the official list of the FCA and to
trading on the London Stock Exchange's main market for listed
securities on 26 February 2021.
" IPO Prospectus " means the prospectus dated 17 February 2021
published by the Company in connection with the IPO.
" LiveAuctioneers Group " means Platinum Parent, Inc. and its
subsidiaries.
" Management RSU Shares " means the Shares to be issued in
connection with the Management RSUs.
" Management RSUs " means the restricted stock units over new
Shares to be granted to participants of the Rollover.
" Management Sellers " means certain management stockholders in
LiveAuctioneers who have agreed to sell their entire ownership
interests in LiveAuctioneers to the Platinum Parent, Inc.
Purchaser, a member of the Group, pursuant to the Acquisition
Agreement.
"New Shares " means the Capital Raising Shares, the
Consideration Shares and the Management RSU Shares.
"North America " means US and Canada.
"Platinum Parent, Inc. Purchaser " means ATG Media US, Inc.
"Regulatory Conditions " means approval of the Acquisition by
the relevant antitrust authorities in the US and UK (including the
expiration or termination of any applicable waiting periods under
US antitrust laws);
"Relationship Agreement " means the relationship agreement made
between the Company and TA Associates on 17 February 2021 in
connection with the IPO.
"Reverse Termination Fee " means the reverse termination fee
which may be payable by the Platinum Parent, Inc. Purchaser in
connection with the Acquisition.
" Rollover " means the exchange by the Rollover Management
Sellers of a specified percentage of their outstanding options over
equity securities in Platinum Parent, Inc.
" Rollover Management Sellers " means those Management Sellers
who will receive Rollover Options, including Phil Michaelson, Rob
Cummings, Gilad Andorn, Erwin Hungerbuhler, Wyatt Barrett, Suzie
Ryu and Jessica Mizrachi and any other Management Seller who elects
to become a Rollover Management Seller prior to Completion.
" Rollover Options " means options over Shares to be issued to
the Rollover Management Sellers in connection with the
Rollover.
" Sellers " means the existing stockholders of Platinum Parent,
Inc. who have agreed to sell their entire ownership interests in
Platinum Parent, Inc. to the Platinum Parent, Inc. Purchaser, a
member of the Group, pursuant to the Acquisition Agreement.
" Shareholders " means holders of Shares.
" Shares " means ordinary shares of 0.01 pence each in the share
capital of the Company.
" TAM " means total addressable market.
" US " means the United States of America, its territories and
possessions, any State of the United States and the District of
Columbia.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
ANY JURISDICTION.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
This announcement is an announcement and not a circular or
prospectus or equivalent document and prospective investors should
not make any investment decision on the basis of its contents. The
Circular and Prospectus in relation to the transaction will be
published in due course. Nothing in this announcement constitutes
an offer of securities for sale in any jurisdiction.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements involve known and unknown risks and uncertainties, many
of which are beyond the Company's control and all of which are
based on the Directors' current beliefs and expectations about
future events. Forward-looking statements are sometimes identified
by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "could", "should", "shall", "risk",
"intends", "estimates", "aims", "plans", "predicts", "continues",
"assumes", "positioned" or "anticipates" or the negative of those
terms, other variations on those terms or comparable terminology.
These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include statements regarding the intentions,
beliefs and current expectations of the Directors or the Company
concerning, among other things, the results of operations,
financial condition, prospects, growth, strategies and dividend
policy of the Company and the industries in which it operates. A
number of factors could cause actual results and developments to
differ materially from those expressed or implied by the
forward-looking statements, including without limitation:
conditions in the markets, the market position of the Company,
earnings, financial position, return on capital, anticipated
investments and capital expenditure, changing business or other
market conditions and general economic conditions. These and other
factors could adversely affect the outcome and financial effects of
the events described herein and the Company. Forward-looking
statements contained in this Announcement based on these trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. These forward-looking
statements speak only as at the date of this Announcement. Except
as required by the Listing Rules, the Disclosure Guidance and
Transparency Rules and any applicable law, the Company does not
have any obligation to update or revise publicly any
forward-looking statement, whether as a result of new information,
further events or otherwise. Except as required by the Listing
Rules, the Disclosure Guidance and Transparency Rules and any
applicable law, Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this Announcement might not
occur.
This announcement is for informational purposes only and is not
an offer of securities for sale in any jurisdiction where to do so
would be unlawful. Securities may not be offered or sold in the
United States absent registration under the US Securities Act of
1933, as amended (the " US Securities Act "), or an exemption
therefrom. The securities referred to herein have not been and will
not be registered under the US Securities Act or under the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold, taken up, resold,
transferred or delivered in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
accordance with any applicable securities laws of any state or
other jurisdiction of the United States.
Numis Securities Limited (" Numis ") is authorised and regulated
in the United Kingdom by the FCA. Numis is acting exclusively for
the Company and no one else as financial adviser in connection with
the Acquisition and as Sponsor, Joint Global Co-Ordinator and Joint
Bookrunner in connection with the Capital Raising and will not
regard any other person as a client in relation to the Capital
Raising and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Numis
or its affiliates, nor for providing advice in connection with the
Acquisition or the Capital Raising or any matter or arrangement
referred to in this announcement.
JP. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (" J.P. Morgan Cazenove ")
is authorised by the Prudential Regulation Authority (" PRA ") and
regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan
Cazenove is acting exclusively for the Company and no one else as
financial adviser in connection with the Acquisition and as Joint
Global Co-Ordinator and Joint Bookrunner in connection with the
Capital Raising and will not regard any other person as a client in
relation to the Capital Raising and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in connection with the Acquisition or the
Capital Raising or any matter or arrangement referred to in this
announcement.
Neither Numis or J.P. Morgan any of their subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not its
client in connection with this the Acquisition or the Capital
Raising and the matters referred to in this Announcement, any
statement contained in this Announcement or otherwise. Apart from
the responsibilities and liabilities, if any, which may be imposed
on Numis as sponsor by FSMA or any other regulatory regime
established under FSMA, neither of Numis and J.P. Morgan accepts
responsibility for the contents of this Announcement, and no
representation or warranty, express or implied, is made by either
Numis or J.P. Morgan in relation to the contents of this
Announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with the Company, the Acquisition, the
Capital Raising or the matters described in this Announcement. To
the fullest extent permissible by law, each of Numis and J.P.
Morgan accordingly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might other-wise have in respect of
this Announcement or any such statements.
Travers Smith LLP is acting as the lead legal adviser to the
Company in connection with the transaction. The Company's financial
advisers in respect of the transaction are Numis and J.P. Morgan
Cazenove.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
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END
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