NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

16 January 2026

FitzWalter Capital Limited, 
for and on behalf of funds and/or investment vehicles managed or advised by it ("FitzWalter")

Increased possible offer for Auction Technology Group plc ("ATG" or the "Company")

Following its announcement on 12 January 2026, FitzWalter having engaged with other shareholders in ATG announces that it is considering making an offer for the Company, in cash, at a price of:

400 pence per ATG share (the "Proposal")

The Proposal values the entire issued and to be issued share capital of ATG at £491 million at a premium of approximately 48 per cent. to the undisturbed ATG share price on 2 January 2026 of 270 pence.

The Proposal should be considered against the fundamental performance of the business over recent years and ATG's track record:

·      The Company's core marketplace revenue growth (comprising commissions, subscriptions and fixed fees) accounting for 67% of FY25 revenues, and an even higher proportion of EBITDA, has fallen below 1% (FY25 vs FY24);

·      This low growth rate compares to US nominal GDP growth of 4.9% and is a product of gross merchandise value ("GMV", the value of goods transacted through ATG's marketplaces) having cumulatively fallen (8)%, (20)%, and (21)% over 1, 2 and 3 years, respectively;

·      Adjusted EBITDA has declined 4% year-on-year in FY25, representing the first decrease since ATG's IPO in 2021, as a result of cost growth in excess of revenues. Contributors to this excess of cost growth over revenues include:

-      Central overheads which have increased by $2.7m (+4.3%), flowing through to bottom line earnings; and

-      Art and Antiques segment Adjusted EBITDA ex-Chairish which has declined by $1.9m, as a result of cost growth exceeding revenue growth in that segment

·      The Board's approach to cost incurrence is further demonstrated by the transaction and integration costs related to the Chairish acquisition of $15m (of which a large portion for adviser fees), or 15% of the total acquisition cost.

Although the (51)% decline in ATG's share price share over a 1 year period is particularly poor relative to its peers¹ in the European online marketplace sector, that peer group has itself declined by (29)% during the same period. Regrettably for all shareholders, in FitzWalter's opinion, peer valuations which were prevailing a year ago are not a relevant market benchmark today.

FitzWalter urges ATG shareholders to encourage the Board of ATG to engage in constructive discussions with FitzWalter and work (ahead of the upcoming deadline under Rule 2.6(a) of the Code on 2 February 2026) towards a deliverable transaction, or risk further value destruction by the existing Board.   

In Fitzwalter's opinion, the Proposal provides the basis for the Board to engage constructively with FitzWalter so as to enable FitzWalter to make a firm offer, in cash, to shareholders. FitzWalter looks forward to engaging with ATG and its advisers.

Andrew Gray, Partner at FitzWalter Capital, commented: "We value and respect the opinions of other shareholders. Our Proposal would give shareholders certainty to realise a cash offer at an attractive premium, compared to trusting a Board that has consistently failed to deliver shareholder value. We urge all shareholders to compel the Board to engage with FitzWalter in order to deliver a transaction."

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made.

Pursuant to Rule 2.5 of the Code, FitzWalter reserves the right to:

(i)         vary the form and/or mix of the consideration described in this announcement; and

(ii)         make the offer on less favourable terms than 400 pence in cash per ATG share:

a.   with the recommendation or consent of the board of ATG;

b.   if ATG announces, declares or pays any dividend or any other distribution to shareholders, in which case FitzWalter will have the right to make an equivalent reduction to the proposed price;

c.   if a third party announces a firm intention to make an offer for ATG on less favourable terms than the Proposal; or

d.   following the announcement by ATG of a Rule 9 waiver transaction pursuant to the Code.

As required by Rule 2.6(a) of the Code, FitzWalter is required, by not later than 5.00 p.m. (London time) on 2 February 2026 either to announce a firm intention to make an offer for ATG in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for ATG, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of The Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

¹ Selected peer group includes Autotrader Group plc, Baltic Classifieds Group plc, Hemnet Group AB, Rightmove plc and Scout24 SE. 

Enquiries

Media enquiries

About FitzWalter Capital

FitzWalter Capital is a global private investment firm headquartered in London, with offices in New York and Hamburg. Founded in 2020, the firm manages $2.4bn on behalf of long-term pension and superannuation funds, sovereign wealth funds, endowments and foundations, asset managers, consultants and family offices, including some of the world's largest investment programmes.

FitzWalter invests across industries and asset classes, providing reliable, long-term capital to founders and management teams. The firm is highly selective, focusing on high-quality businesses and assets.

FitzWalter's partners are among the largest investors in the firm's funds, ensuring strong alignment with investors and a disciplined approach to capital stewardship.

Sources & Bases

The relevant sources of information and bases of calculation are provided below in the order in which such information appears in the announcement.

·      Offer value based on 122,848,795 ordinary shares in issue (Rule 2.9 disclosure).

·     The calculation relating to the 48 per cent. price premium associated with FitzWalter's increased possible offer is based on the closing share price figure of 270 pence per ATG share as at 2 January 2026 (the final closing price before ATG's "Statement Regarding Possible Offer" announcement on 5 January 2026), provided by FactSet.

·      The calculation in connection with the 40 per cent. premium relating to the 1-month Volume Weighted Average Price is based on the 1-month VWAP of 285 pence for the period from 2 October 2025 to 2 January 2026, as reported by FactSet.

·      Contribution of core marketplace revenues sourced from ATG's FY25 Investor Presentation (pg. 29):

o  FY24A Commissions revenue: $87.6m

o  FY24A Subscriptions and fixed fees revenue: $39.0m

o  FY25A Commissions revenue growth: 0.6% (resulting to FY25A Commission organic revenue of $88.1m)

o  FY25A Subscriptions and fixed fees revenue growth: 1.3% (resulting to FY25A Subscriptions and fixed fees organic revenue of $39.5m)

o  FY25A Total revenue: $190.2m

·      Value added services (primarily shipping) is a lower margin segment compared to core marketplace revenues (FY25 Investor Presentation pg. 29).

·      Core marketplace revenue growth (defined as Commission, Subscription and Fixed Fees) was reported as 0.8% in ATG's FY25 Investor Presentation (pg. 9).

·      US nominal GDP growth sourced from the Federal Reserve Bank of St. Louis. Calculation based on Last Twelve Months (LTM) data as of Q3 2024 and Q3 2025.

·      GMV evolution (including real estate):

§ FY22A GMV: $4.2bn - sourced from ATG's FY24 Annual Report (pg. 29)

§ FY23A GMV: $4.1bn - sourced from ATG's FY24 Annual Report (pg. 29)

§ FY24A GMV: $3.6bn - sourced from ATG's FY24 Annual Report (pg. 29)

§ FY25A GMV: $3.3bn - sourced from ATG's FY25 Annual Report (pg. 3)

·      Take rate evolution:

§ FY22A Take rate (ex. ESN): 3.3% - sourced from ATG's FY24 Annual Report (pg. 5)

§ FY23A Take rate (ex. ESN): 3.6% - sourced from ATG's FY24 Annual Report (pg. 5)

§ FY24A Take rate (ex. ESN): 4.2% - sourced from ATG's FY24 Annual Report (pg. 5)

§ FY24A Take rate (restated): 4.5% - sourced from ATG's FY25 Annual Report (pg. 3)

§ FY25A Take rate: 4.8% - sourced from ATG's FY25 Annual Report (pg. 3)

·      Adjusted EBITDA evolution since IPO sourced from ATG Annual Reports:

§ FY21A Adjusted EBITDA: $43.6m

§ FY22A Adjusted EBITDA: $68.7m

§ FY23A Adjusted EBITDA: $78.4m

§ FY24A Adjusted EBITDA: $80.0m

§ FY25A Adjusted EBITDA: $76.8m

·      Centrally allocated costs evolution from FY25 Annual Report (pg. 28):

§ FY24A Centrally allocated costs: $62.9m

§ FY25A: Centrally allocated costs: $65.6m

·      ATG'S A&A segment Adjusted EBITDA declined from $81.2m in FY24 to $78.5m in FY25 as published in its FY25 Annual Report (pg. 28). Within the $2.7m decline, ~$0.9m is estimated to be the Chairish contribution:

§ The ~$0.9m Chairish EBITDA contribution estimate is the difference between ATG's Adjusted EBITDA FY25 including Chairish of $76.8m and; ATG's Adjusted EBITDA FY25 excluding the Chairish contribution of $77.6m (based on a 42.7% EBITDA margin ex-Chairish, total revenue of $190.2m and Chairish revenue contribution of  $8.4m - sourced from FY25 Investor Presentation and Annual Report and Transcript)

·      Transaction and integration costs for the Chairish acquisition include:

§ $10.2m of exceptional costs, of which $6.6m comprise legal, professional, and other consultancy expenditure (relating to adviser fee reference), and $3.6m of integration costs which include further consultancy expenditure, published in the ATG's 2025 Annual Report, (pg.158) and;

§ $5m in exceptional costs for FY26 (pg.17 of ATG's FY25 Annual Results and Q4 2025 Earnings Call)

·      Chairish purchase price (excl. transaction costs) of $84.8m, sourced from ATG's FY25 Annual Report (pg. 30).

·    ATG's share price performance is based on the following closing price data provided by FactSet:

§ 554 pence per ATG share as at 2 January 2025

§ 270 pence per ATG share as at 2 January 2026 (the final closing price before ATG's "Statement Regarding Possible Offer" announcement on 5 January 2026)

·      Peer group share price performance is an average and based on the same period. Selected peer group includes:

§ Autotrader Group plc

§ Baltic Classifieds Group plc

§ Hemnet Group AB

§ Rightmove plc

§ Scout24 SE

·      Peer group's average NTM EV/EBITDA multiple has decreased by ~35% over the same period (sourced from Factset).

Important Takeover Code notes

Macquarie Capital (Europe) Limited ("Macquarie"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial advisor to FitzWalter and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than FitzWalter for providing the protections afforded to clients of Macquarie nor for providing advice in relation to the matters set out in this announcement. Neither Macquarie nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Macquarie in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial advisor to FitzWalter and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than FitzWalter for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the matters set out in this announcement. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

 An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at fwcap-announcements.com by not later than 12.00 noon (London time) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Further important information

This announcement does not constitute a prospectus or prospectus equivalent document. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Neither FitzWalter nor ATG shareholders should make any investment decision in relation to the possible offer except on the basis of certain offer documentation published by FitzWalter and/or ATG in due course. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of ATG who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of ATG who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.