TIDMATG
RNS Number : 7432V
Auction Technology Group PLC
15 December 2021
15 December 2021
Auction Technology Group plc
(the "Company" or "ATG")
Publication of 2021 Annual Report and Accounts and
Notice of 2022 Annual General Meeting
Following the release on 2 December 2021 of its preliminary
results for the year ended 30 September 2021, the Company announces
that it is today publishing its 2021 Annual Report and Accounts.
The Company also announces that its Annual General Meeting ("AGM")
will be held at 10.00 a.m. on Tuesday 25 January 2022 at the
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.
At the present time, it is expected that UK Government rules and
advice relating to the COVID-19 pandemic will permit a physical
meeting to be held, but this may be subject to change at short
notice. Any change affecting the holding of the AGM will be posted
on the Company's website ( www.auctiontechnologygroup.com ) and by
way of announcement to the London Stock Exchange. Shareholders are
advised to regularly check the Company's website for updates in
relation to the AGM and to carefully consider the Government advice
in effect at the time of the AGM. Due to the ongoing uncertainty in
respect of the COVID-19 pandemic we strongly encourage shareholders
to appoint the chair of the meeting as their proxy, irrespective of
whether or not they plan to attend in person.
In accordance with Listing Rule 9.6.1 of the UK Financial
Conduct Authority ("FCA") a copy of the Annual Report and Accounts,
the Notice of AGM and Proxy Form have been submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
C opies of the Annual Report, Notice of AGM and Proxy Form will
also be shortly available to view on the Company's website at
www.auctiontechnologygroup.com/investors/ .
Compliance with DTR 6.3.5R
The information included in the final results announcement
released on 2 December 2021, together with the information in the
Appendix to this announcement which is extracted from the 2021
Annual Report and Accounts , constitute the materials required by
the FCA's Disclosure Guidance and Transparency Rule 6.3.5R. T his
announcement is not a substitute for reading the 2021 Annual Report
and Accounts in its entirety.
Enquiries
Tulchan Communications +44 (0) 207 353 4200
(Public relations advisor to ATG@tulchangroup.com
ATG)
Tom Murray, Sunni Chauhan, Matt
Low, Laura Marshall
ATG
For investor enquiries investorrelations@auctiontechnologygroup.com
For media enquiries press@auctiontechnologygroup.com
APPIX
Statement of Directors' Responsibilities
Page 87 of the Annual Report contains the following statement
regarding responsibility for the financial statements and the
management report included in the Annual Report.
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group Consolidated Financial Statements
in accordance with International Financial Reporting Standards
("IFRSs") as adopted by the European Union and Article 4 of the IAS
Regulation and have elected to prepare the parent Company Financial
Statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and
applicable law), including FRS 101 "Reduced Disclosure Framework".
Under company law the Directors must not approve the accounts
unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of
the Company for that period.
In preparing the parent Company financial statements, the
Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable,
relevant, reliable and prudent;
-- state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the parent Company financial statements; and
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
In preparing the Group Consolidated Financial Statements,
International Accounting Standard 1 requires the Directors to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
-- the Financial Statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole;
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
-- the Annual Report and the Consolidated Financial Statements,
taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Company's
position and performance, business model and strategy.
This responsibility statement was approved by the Board of
Directors on 1 December 2021 and is signed on its behalf by:
John-Paul Savant Tom Hargreaves
Chief Executive Officer Chief Financial Officer
Principal Risks and Uncertainties
Pages 52 to 55 of the Annual Report contain the following
statement on principal risks and uncertainties faced by the
Group.
Identifying, monitoring and managing the Group's principal
risks
The Board has carried out a robust assessment of the principal
risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity. This
included an assessment of the likelihood and impact of each risk
identified, and the mitigating actions being taken. Risk levels
were modified to reflect the current view of the relative
significance of each risk.
The principal risks and uncertainties identified are detailed in
this section. Additional risks and uncertainties to the Group,
including those that are not currently known or that the Group
currently deems immaterial, may individually or cumulatively also
have a material effect on the Group's business, results of
operations and/or financial condition.
Whilst we operate in an evolving environment with several clear
risks, we take a proactive and robust approach to identifying any
new risks, and evaluating and mitigating all known risks through a
regular review process. Climate change is not currently considered
to be a principal risk for the Group given the nature of our
business. The Board will continue to monitor the environmental
impact of our business on the environment and the potential impact
of climate change.
COVID-19
The COVID-19 pandemic caused unprecedented levels of disruption
globally, with periods of national and local lockdowns in each of
the territories we operate. However, the Group has continued to
trade strongly and has experienced accelerated growth during the
COVID-19 pandemic, in part due to acceleration of the shift from
offline to online auctions. As restrictions have started to ease,
we have not seen a significant change in behaviour of auctioneers
and bidders returning to the use of physical auctions away from
online however, there is a risk this could happen therefore
reducing the number of auctioneers and/or bidders using the
marketplaces or platform. The pandemic may also have longer-term
impacts on other stakeholders such as employees, customers,
suppliers and the wider economy which in turn may impact the
Group.
The safety of our employees has been a priority, with staff
supported in their need to work from home according to their
personal circumstances. Intra-company communication has continued
at regular intervals using accessible technology with regular town
hall streaming of communications to all staff including real time
Q&A sessions. We have ensured our supplier payments have
continued to be made in accordance with supplier payment terms.
1. IT infrastructure - stability and business continuity of
auction platforms
Description of risk Mitigating action/controls
--------------------------------------------
An inability to maintain a consistently The Group maintains a scalable
high-quality experience, including and resilient IT infrastructure
network or server failure for with real-time monitoring and
the Group's auction house and alerting. Processes are in place
bidder customers across its to ensure that dedicated technical
marketplaces or platform, could and client operations teams
affect the Group's reputation, are mobilised to minimise client
increase its operational costs impact.
and cause losses.
--------------------------------------------
2. IT infrastructure - inability to keep pace with innovation
and changes
Description of risk Mitigating action/controls
--------------------------------------------
If the Group fails to keep pace The Group has a dedicated team
with innovation and changes of product managers responsible
in technology this could result for keeping pace with changes
in fewer auction houses and/or in customer expectations and
bidders using the marketplaces technology, and defining the
or platform and therefore a roadmap of features for the
loss of revenue. platform and marketplaces. New
functionality is tested with
a subset of the user base, to
gather real-time usage data
and feedback, to then optimise
the user experience.
--------------------------------------------
3. Data security/data loss
Description of risk Mitigating action/controls
--------------------------------------------
A key asset to our business The Group has an internal governance
is our data. Like many technology framework for data protection
businesses, the risk of security and security policies and procedures
breaches and/or targeted attacks in place along with robust IT
and other disruptions is ever and security controls. Annual
present. Whilst we design security penetration tests are performed
into the way we operate, we on all proprietary systems along
are acutely aware that any compromise with security recommendations
to our systems could disrupt from third-party security providers
the Group's business, compromise which are reviewed each month.
sensitive and confidential information, The Group appointed an experienced
affect the Group's reputation, Data Protection Officer during
increase its operational costs the year to oversee all data
and cause potential financial protection matters and work
losses in the form of penalties. with stakeholders across the
Group to review, develop and
improve our data practices and
procedures.
Further details are set out
in the governance section of
the ESG report on page 40.
--------------------------------------------
4. Competition
Description of risk Mitigating action/controls
--------------------------------------------
The Group's business model may The combination of our leadership,
come under significant pressure people, agile way of working
should a significant number and strong industry knowledge
of auction houses choose to and networks helps to ensure
take bidder generation, technology that we stay up-to-date with
development and customer service the competitive landscape within
(amongst other things) in-house which we operate.
and so bypass the marketplaces We are constantly innovating
or platform, including as a with our technology and engaging
result of auction houses who our customers for feedback.
use the Group's white label We also undertake regular horizon-scanning
offering attempting to maintain activities to understand competitive
their own platforms rather than threats and opportunities.
using the Group's platform.
--------------------------------------------
5. Failure to deliver expected benefits from acquisitions
and/or integrate the business into the Group effectively
Description of risk Mitigating action/controls
--------------------------------------------
The Group has in the past made Clear plans and route maps are
and in the future may undertake prepared to successfully integrate
further acquisitions and investments, newly acquired businesses into
which may prove unsuccessful the Group. It is important that
or divert its resources, result we retain key expertise in our
in operating difficulties, and newly acquired businesses. Post
otherwise disrupt the Group's the acquisitions completing
operations. we continue to review operational
structures to ensure they are
optimised globally.
Performance of the acquired
businesses is reviewed against
the initial investment cases
prepared to ensure their performance
is in line with original expectation.
--------------------------------------------
6. Attracting and retaining skills/capabilities and succession
planning
Description of risk Mitigating action/controls
--------------------------------------------
Our business depends on hiring During the year the Group has
and retaining first class talent recruited a number of senior
in the highly competitive tech hires, including a new Chief
industry. Inability to attract Marketing Officer.
and retain critical skills and Following the IPO, the Nomination
capabilities could hinder our Committee has been established
ability to deliver on our strategic to help review succession planning
objectives. for the Board and senior management.
A variety of techniques are
applied to attract, retain and
motivate our staff, with particular
attention to those in key roles.
These techniques include the
regular review of remuneration
packages, share incentive schemes,
training, regular communication
with staff, annual employee
surveys and a thorough performance
review process.
Further details on our people
can be found in the ESG section
on page 40.
--------------------------------------------
7. Regulatory compliance
Description of risk Mitigating action/controls
--------------------------------------------
The Group operates in a constantly Compliance for the Group is
changing and complex regulatory overseen by the Audit Committee
environment, increasingly so and the Board is ultimately
following its listing on the responsible. They are supported
LSE during the year. There is by our legal, company secretary,
a risk that the Group, or its finance, operations and technology
subsidiaries, fail to comply teams. We ensure that all our
with these requirements or to people are appropriately trained
respond to changes in regulations, in compliance, relative to their
including the Financial Conduct roles.
Authority's rules and guidance, We have developed a detailed
GDPR, or specific legislation governance framework to monitor
in the territories in which our legal and regulatory risks,
the Group operates including and to ensure that we comply
the Competition and Markets with the principles, rules and
Authority in the UK. guidance applicable to our regulated
This could lead to reputational activities. These are regularly
damage, financial or criminal reported upwards to the Audit
penalties and impact on our Committee and Board.
ability to do business.
--------------------------------------------
8. Governance and internal control
Description of risk Mitigating action/controls
--------------------------------------------
As a newly listed Group, establishing During the IPO process a complete
and maintaining corporate governance review of the Group's policies
standards, and an effective and procedures was conducted
and efficient risk management to ensure they were appropriate
and internal control system, for a listed Group. At the same
proportionate to the needs of time the Audit Committee was
the Group, is a key part of established to monitor these
our short and long-term success. and review progress against
Any failure and/or weakness the implementation of controls,
in this area (financial and as detailed in the Financial
non-financial) could have an Position and Prospects Procedures.
impact on the operations of The Board has ultimate responsibility
the Group. for ensuring compliance with
the Corporate Governance Code.
For further information on activities
undertaken by the Board and
Committees during the year see
pages 59 to 74.
--------------------------------------------
9. Economic and geo-political uncertainty
Description of risk Mitigating action/controls
--------------------------------------------
Group performance could be adversely This risk is mitigated by keeping
impacted by factors beyond our abreast of macroeconomic developments
control such as the economic and ensuring that the Group
conditions and political uncertainty responds swiftly to any as they
in key markets. materialise.
The macroeconomic climate including The Group has demonstrated through
the continued uncertainty following the ongoing pandemic, and last
Brexit on the UK economy and year in particular, that it
the US political landscape has has a strong business model
impacted the second-hand goods and its diversified revenue
markets both directly and indirectly. streams and geographical markets
More details on the impact in help to mitigate the impact
FY21 can found in the Market of political or economic instability
Overview section on page 26. in any particular country or
region.
--------------------------------------------
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END
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