TIDMATG
RNS Number : 5838H
Auction Technology Group PLC
04 August 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD
BE UNLAWFUL.
ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE
TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION
CONTAINED IN THE CIRCULAR.
This announcement is not a prospectus nor an offer of securities
for sale in any jurisdiction, including in or into the United
States, Australia, Canada, Japan or the Republic of South
Africa.
4 August 2021
Auction Technology Group plc
("ATG", the "Company")
Publication of Circular and Notice of General Meeting
Further to the announcement made on 17 June 2021, ATG has today
published a shareholder circular (the "Circular"), having received
approval from the Financial Conduct Authority, in relation to the
proposed acquisition of Platinum Parent, Inc., the holding company
of LiveAuctioneers (the "Acquisition"). Further details regarding
the Acquisition can be found in the Circular.
The Transaction is conditional on, among other things, the
approval of ATG's shareholders. Accordingly, the Circular contains
a notice convening a General Meeting of the Company which is to be
held at 09:00am on 20 August 2021 at the offices of Travers Smith
LLP, 10 Snow Hill, London EC1A 2AL, at which ordinary resolutions
will be proposed for ATG's shareholders to approve, amongst other
matters, the Acquisition and the Reverse Termination Fee (the
"Notice of General Meeting").
It was stated in the announcement on 17 June 2021 that a
Circular and Prospectus would be required to be published by the
Company at this juncture. However, the Company has since taken the
decision, and sought consent as appropriate, that a Prospectus is
no longer required at the present time. A Prospectus may be
published before Completion, if required.
The Circular and the Notice of General Meeting have been
submitted to the Financial Conduct Authority via the National
Storage Mechanism (the "NSM") and will be available for inspection
on the NSM's website at www.morningstar.co.uk/uk/nsm
The Circular and the Notice of General Meeting will also be
available for viewing on ATG's website at
www.auctiontechnologygroup.com/investors.
In addition to the passing of the required resolution at the
General Meeting, completion of the Acquisition is conditional,
amongst other things, upon approval of the Acquisition by relevant
antitrust authorities, including approval in the UK and US.
Terms used in this announcement shall have the same meaning as
those used in the Circular.
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 and Joint Financial
Adviser) +44 207 260 1205
Nick Westlake, Matt Lewis, William
Baunton
J.P. Morgan Securities plc
(Joint Financial Adviser) +44 207 742 4000
Bill Hutchings, Barry Meyers,
James Summer
Important Notice
This announcement is for information purposes only and does not
constitute a prospectus or prospectus equivalent document. Nothing
in this announcement shall constitute an offer or invitation to
underwrite, buy, subscribe, sell or issue of the solicitation of an
offer to buy, sell, acquire, dispose or subscribe for shares of any
other securities. Nothing in this announcement should be
interpreted as a term or condition of the Acquisition.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, business strategy, plans and
objectives of management for future operations (including
development plans and objectives relating to the Company's products
and services) are forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and operational performance may differ materially from the
results and performance expressed in, or implied by, the
statements.
These forward-looking statements speak only as at the date of
this announcement. The Company expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, applicable market abuse legislation,
the Listing Rules or Prospectus Regulation Rules of the Financial
Conduct Authority or other applicable laws, regulations or
rules.
The availability of this announcement and/or the Circular to
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident (including affecting the ability of such Shareholders
to vote their shares with respect to the Acquisition). Persons who
are not resident in the United Kingdom or who are subject to the
laws and/or regulations of another jurisdiction should inform
themselves of, and should observe, any applicable requirements. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of such jurisdiction.
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END
NOGMZGGRMDRGMZM
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