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Share Name Share Symbol Market Type Share ISIN Share Description
Auction Technology Group Plc LSE:ATG London Ordinary Share GB00BMVQDZ64 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -26.00 -2.25% 1,130.00 1,120.00 1,126.00 1,160.00 1,104.00 1,132.00 110,371 16:35:22
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Software & Computer Services 70.8 -27.3 -33.6 - 1,356

Auction Technology Group PLC Completion of Acquisition of LiveAuctioneers

01/10/2021 11:15am

UK Regulatory (RNS & others)


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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.

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

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October 01, 2021 06:15 ET (10:15 GMT)

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