TIDMATG
RNS Number : 5178K
J.P. Morgan Securities PLC.
02 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR SALE OF,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
RESULT OF PLACING OF ORDINARY SHARES IN AUCTION TECHNOLOGY GROUP
PLC ("ATG" OR THE "COMPANY")
2 September 2021
Further to the announcement released on 1 September 2021 in
relation to a proposed secondary sale of ordinary shares in ATG
(the "Placing"), TA Associates through its sub-funds TA XIII-A,
L.P., TA XIII-B, L.P., TA Investors XIII, L.P., TA Investors IV EU
AIV, L.P. and TA Subordinated Debt Fund IV, L.P., and by ECI
Partners through ECI 11 L.P. (together, the "Sellers") announce
that pursuant to the Placing, the Sellers have sold an aggregate of
approximately 12.6 million ordinary shares in the share capital of
ATG, by way of an accelerated bookbuild to institutional investors
at a price of 1,500 pence per ordinary share, raising gross
proceeds of approximately GBP189 million.
Following the completion of the Placing, TA Associates will hold
approximately 21.4 million ordinary shares in the capital of ATG,
representing approximately 17.9% of ATG's issued share capital. ECI
Partners will hold approximately 6.5 million ordinary shares in the
capital of ATG, representing approximately 5.4% of ATG's issued
share capital.
The Sellers will be locked up in respect of their residual
holdings until 90 days post settlement of the Placing, subject to
customary exceptions.
J.P. Morgan Securities plc ("J.P. Morgan") and Numis Securities
Limited ("Numis") acted as joint global coordinators and joint
bookrunners in connection with the Placing.
ATG will not receive any proceeds from the Placing.
Enquiries
Numis Securities Limited
(Joint Global Co-ordinator) +44 207 260 1205
Nick Westlake, Matt Lewis, William
Baunton
J.P. Morgan Securities plc
(Joint Global Co-ordinator) +44 207 134 8765
Barry Meyers, Beau Freker, Anne
Ross
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this 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. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, South Africa,
Japan or any other jurisdiction and the securities referred to
herein have not been registered under the securities laws of any
such jurisdiction. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the " Securities Act "), or under the securities laws of
any State or any other jurisdiction of the United States, and may
not be offered or sold, directly or indirectly, in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of, the Securities
Act and in compliance with all applicable securities laws of any
State or any other jurisdiction of the United States. No public
offering of securities is being made in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA"), this
announcement and any offer of Placing Shares if made subsequently
is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation ("Qualified
Investors"). For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. In the United Kingdom
this announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged
in only with, Qualified Investors who are (i) investment
professionals falling with Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons
to whom an offer of the Placing Shares may otherwise be lawfully
communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should
not take any action on the basis of this announcement and should
not act or rely on it.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to ATG and its shares. Such
information has not been independently verified and the Sellers and
the Joint Global Coordinators are not responsible, and expressly
disclaim any liability, for such information. 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.
In connection with the Placing, the Joint Global Coordinators or
any of their respective affiliates may take up a portion of the
Placing Shares as a principal position and in that capacity may
retain, purchase, sell or offer to sell for its own account such
Placing Shares and other securities of ATG or related investments
in connection with the Placing or otherwise. Accordingly,
references to the Placing 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 the Joint Global Coordinators and any of its respective
affiliates acting as investors for their own accounts. The Joint
Global Coordinators does 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.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in ATG or its shares.
This announcement does not constitute a recommendation
concerning the Placing. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Acquiring Placing Shares to which
this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the entity or person concerned. This announcement does
not represent the announcement of a definitive agreement to proceed
with the Placing and, accordingly, there can be no certainty that
the Placing will proceed. The Sellers reserve the right not to
proceed with the Placing or to vary the terms of the offering in
any way.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazeonve, is authorised by the
Prudential Regulatory Authority (" PRA ") and regulated by the
Financial Conduct Authority (" FCA ") and the PRA. Numis Securities
Limited is authorised and regulated in the UK by the FCA. Each of
the Joint Global Coordinators is acting for the Sellers only in
connection with the Placing and no one else, and will not be
responsible to anyone other than the Sellers for providing the
protections offered to clients nor for providing advice in relation
to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
This announcement includes 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 "intends", "expects", "will", or "may", 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 forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
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
ROIUPUBPBUPGUAP
(END) Dow Jones Newswires
September 02, 2021 02:00 ET (06:00 GMT)
Auction Technology (LSE:ATG)
Historical Stock Chart
From Feb 2024 to Mar 2024
Auction Technology (LSE:ATG)
Historical Stock Chart
From Mar 2023 to Mar 2024