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29 September 2021

Auction Technology Group plc

("ATG", the "Company")

Acquisition of LiveAuctioneers: Update re CMA clearance

ATG provides the following update on the progress of the acquisition of Platinum Parent, Inc., the holding company of LiveAuctioneers (the "Acquisition"). ATG has now received all antitrust and regulatory clearances required ahead of completion of the Acquisition, including clearance by the UK Competition and Markets Authority ("CMA").

The Acquisition is now expected to complete shortly, subject to the delivery of certain customary closing documentation. ATG will provide a further update once the Acquisition has completed.

John-Paul Savant, CEO of ATG, said:

"We are incredibly excited to welcome LiveAuctioneers to ATG. This is a significant milestone that will enhance our ability to support the transformation of the auction industry in its structural shift to online, and brings exciting new opportunities to further enable auctions to play their part in accelerating the growth of the circular economy. We look forward to working with a well-respected and experienced team, allowing us to widen our existing expertise and deliver further value to auctioneers, those who consign to auctioneers, and bidders.

"This combination will enable more auction houses to thrive in an increasingly digital world, extending their reach to bidders globally, and bring bidders access to millions of items. We will have a combined and growing network of c. 3,800 auction houses, c. 800,000 bidders, and host c.70,000 auctions per year. Through further building our presence in the large and rapidly growing US arts and antiques market, and adding technology capability and scale, we look forward to continuing to strengthen our partnership with auctioneers in the years ahead."

Transaction highlights:

LiveAuctioneers is a leading curated online North American Arts & Antiques ("A&A") Marketplace. As set out in previous announcements, the Acquisition transforms the reach, capabilities and efficiencies of ATG's platform, adding momentum to ATG's growth trajectory, generating significant value for the auction industry and providing strong returns to ATG's shareholders.

·      The Acquisition adds a leading A&A marketplace in North America to ATG's growing portfolio:

o  Expands the ATG network, adding LiveAuctioneers' c.1,600 auctioneers, 120,000 bidders and greater than $2 billion of Total Hammer Value.

o  Enables ATG to access the US A&A segment, a new and attractive geography for ATG: twice the size of the UK A&A segment, with an online segment forecast to grow at a c.22% CAGR FY19-FY23.

o  Pleased to welcome LiveAuctioneers' management team to ATG, a strong team with a similar culture, with mutual benefits from respective areas of investment and expertise.

·      The Acquisition is positive for the future of the auction industry and all stakeholders:

o  The auction industry is going through a structural shift from offline to online and ATG is well positioned to help facilitate this transformation.

o  The auction industry plays an important role in accelerating the growth of the circular economy with the evolution of online auctions supporting the market for second-hand goods.

o  LiveAuctioneers is a highly complementary business which provides valuable reach and additional capabilities, enabling ATG to deliver more value to auctioneers, consignors and bidders.

o  Improves the end-to-end customer experience for A&A auctions and accelerates the buildout of an online auction ecosystem that will benefit all stakeholders via the addition of an integrated payments solution.

o  Payments, back-office, and marketing solutions can more efficiently be made mutually available to ATG's and LiveAuctioneers' partner auction houses.

·      The Acquisition will accelerate ATG's growth strategy and value creation opportunities and is consistent with the strategy communicated by management at IPO.

o  Important step in ATG's M&A strategy, building out a presence in a key geography and accelerating ATG's launch of value-add services, helping develop standards to enable auctioneers to compete with eCommerce giants.

o  ATG believes that the Acquisition will be very materially earnings accretive in the financial year ending 31 September 2022 and that the Acquisition will enhance the Combined Group's growth and margin profile.

o  In line with previous guidance, the Directors believe the Combined Group will deliver mid-teens plus revenue CAGR in the medium term (pro forma from FY19).

Enquiries

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.