TIDMATG
RNS Number : 7478N
Auction Technology Group PLC
01 October 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.
1 October 2021
Auction Technology Group plc
("ATG", the "Company")
Completion of Acquisition of LiveAuctioneers
ATG announces that the successful completion of the acquisition
of Platinum Parent, Inc., the holding company of LiveAuctioneers,
took place today ("Completion").
The consideration payable by the Company at Completion is $500
million (subject to customary adjustment mechanisms) comprising
cash and the issue of options over new Shares. Earn Out
Consideration of up to $25 million may become payable in due
course, subject to the satisfaction of certain financial targets
relating to revenue and Adjusted EBITDA in the 12-month period
ending 31 December 2021.
In connection with Completion, it is anticipated that the
following options over new Shares will be issued:
Estimated(1)
Estimated number of Rollover Options
to be issued 1,264,038
Estimated number of Management RSUs
to be issued 977,518
Estimated number of options to be
issued in connection with the One-Off
Equity Awards 235,073
Estimated number of Shares to be
issued in connection with the LiveAuctioneers
Group Staff Gift 4,905
Estimated aggregate number of options
over new Shares 2,481,534
(1) Assuming that the Earn Out Consideration becomes payable in
full and there are no adjustments to the Consideration.
Applications for Admission in respect of the Shares set out
above are expected to be made in due course, in accordance with the
terms of exercise of the options to which such Shares relate.
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) ATG@tulchangroup.com
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 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.
Terms used but not otherwise defined in this announcement shall
have the meaning given to such terms in the circular published by
the Company dated 4 August 2021.
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END
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