TIDMATG
RNS Number : 3162C
Auction Technology Group PLC
18 June 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Auction Technology Group plc Press Release
18 June 2021
Auction Technology Group plc
("ATG", the "Company")
Results of Placing
ATG is pleased to announce the successful completion of the
non-pre-emptive placing of new ordinary shares in the capital of
the Company announced on 17 June 2021 (the "Placing"), raising
gross proceeds of approximately GBP244.00 million. The net proceeds
of the Placing will be used predominantly to partly fund the
acquisition of Platinum Parent, Inc., the holding company of
LiveAuctioneers (the "Acquisition"), for a total consideration of
up to US$525 million.
A total of 19,999,990 of new ordinary shares of 0.01 pence each
in the capital of the Company (the "Placing Shares") have been
placed by J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), and Numis Securities Limited ("Numis") (together the
"Joint Global Coordinators" or the "Banks") at a price of 1,220.00
pence per Placing Share (the "Placing Price")
The Placing raised gross proceeds of approximately GBP244.00
million. The Placing Price of 1,220.00 pence represents a discount
of 6.6 per cent. to the closing share price of 1,306.00 pence on 17
June 2021. The Placing Shares being issued together represent just
under 20.0 per cent. of the existing issued ordinary share capital
of the Company immediately prior to the Placing.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the Placing Shares to the premium listing
segment of the Official List of the FCA and to trading on the main
market for listed securities of the LSE (together, "Admission"). It
is expected that Admission will become effective on or before 8.00
a.m. on 22 June 2021. The Placing is conditional upon, amongst
other things, Admission becoming effective and upon the placing
agreement between the Company and the Banks (the "Placing
Agreement") not being terminated in accordance with its terms prior
to Admission.
The Placing Shares will, when issued, be fully paid and rank
pari passu in all respects with the existing ordinary shares of
0.01 pence in the capital of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
ATG consulted with a number of its major shareholders prior to
the Placing and has respected the principles of pre-emption through
the allocation process insofar as possible. The Group is pleased by
the strong support it has received from new and existing
shareholders.
Following the Placing, the Company shall be subject to a new
lock-up for a period of 180 days following the date of the Placing
Agreement, subject to certain customary carve-outs agreed between
the Joint Global Coordinators and the Company.
Following Admission, the total number of shares in issue in ATG
will be 119,999,990 ordinary shares. ATG currently holds no
ordinary shares in treasury. Therefore, following Admission, the
total number of voting rights in ATG will be 119,999,990. This
figure may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change in their interest in, the Company
under the Disclosure Guidance and Transparency Rules of the
FCA.
Director and Executive Management participation in the
Placing
The following directors and PDMRs of the Company and their close
associates have agreed to subscribe for the number of Placing
Shares opposite his/her name as set out below:
Number of Placing
Name Shares
------------------- -------------------
John-Paul Savant 4,098
Tom Hargreaves 4,098
------------------- -------------------
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, William
Baunton
J.P. Morgan Securities plc
(Joint Global Co-ordinator and
Joint Financial Adviser) +44 207 134 8765
Bill Hutchings, Barry Meyers,
Beau Freker
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. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
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. No public offering of the securities referred to herein
is being made in any such jurisdiction or elsewhere.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold in the United States, except pursuant to an exemption from 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
Placing Shares is being made in the United States.
No action has been taken by the Company, J.P. Morgan Securities
plc ("JPM") or Numis Securities Limited ("Numis") or any of their
respective affiliates, or any of its or their respective directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement. The distribution of this Announcement, and
the Placing and/or the offer or sale of the Placing Shares, may be
restricted by law in certain jurisdictions. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
Members of the public are not eligible to take part in the
Placing. This Announcement is directed at and is only being
distributed to persons: (a) if in member states of the European
Economic Area, "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")
("Qualified Investors"); or (b) if in the United Kingdom, Qualified
Investors within the meaning of Article 2(e) of the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are (i) persons who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within Article
49(2)(a) to (d) of the Order; or (c) persons to whom they may
otherwise lawfully be communicated (each such person above, a
"Relevant Person"). No other person should act or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person, if in the United Kingdom, or a Qualified Investor,
if in a member state of the EEA. This Announcement must not be
acted on or relied on by persons who are not Relevant Persons, if
in the United Kingdom, or Qualified Investors, if in a member state
of the EEA. Any investment or investment activity to which this
Announcement or the Placing
relates is available only to Relevant Persons, if in the United
Kingdom, and Qualified Investors, if in a member state of the EEA,
and will be engaged in only with Relevant Persons, if in the United
Kingdom, and Qualified Investors, if in a member state of the
EEA.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such offering
document or prospectus is required (in accordance with the
Prospectus Regulation or UK Prospectus Regulation) to be
published.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
will not be lodged with the Australian Securities and Investments
Commission. No offer of Placing Shares is or will be made to
persons in Australia pursuant to this Announcement, except to a
person who is a "sophisticated investor" within the meaning of
section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 708(11) of the Corporations Act and a
wholesale client under section 761G(7) of the Corporations Act . If
any Placing Shares are issued, they may not be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
JPM is authorised by the Prudential Regulation Authority ("PRA")
and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority ("FCA"). Numis is authorised and regulated in the
United Kingdom by the FCA. Each of JPM and Numis is acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving
advice in relation to the Placing or any other matter referred to
in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of JPM or Numis (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers or any
other statement made or purported to be made by or on behalf of JPM
or Numis or any of their respective affiliates or any of their
respective Representatives in connection with the Company, the
Placing Shares or the Placing and any responsibility and liability
whether arising in tort, contract or otherwise therefor is
expressly disclaimed. No representation or warranty, express or
implied, is made by JPM or Numis or any of their respective
affiliates or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
In connection with the Placing, JPM and Numis and any of their
respective affiliates or any of their respective Representatives,
acting as investors for their own account, may take up a portion of
the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own
accounts or otherwise deal for their own account in such Placing
Shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, JPM and Numis and any of
their respective affiliates and their respective Representatives
acting in such capacity. In addition, JPM and Numis and any of
their respective affiliates or their respective Representatives may
enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which
JPM and Numis and any of their respective affiliates may from time
to time acquire, hold or dispose of shares. JPM and Numis do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a)
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 Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible
for distribution through all permitted distribution channels (the
"UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing 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 UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, the JPM and
Numis will only procure investors who meet the
criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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
Placing Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
EU Product Governance Requirements
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 (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 Placing Shares have been subject to a product approval process,
which has determined that such Placing 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 should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, JPM and Numis 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 MiFID II; 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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