NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED PLACING OF ORDINARY SHARES IN AUCTION TECHNOLOGY GROUP PLC ("ATG" OR THE "COMPANY") REPRESENTING APPROXIMATELY 5.0% OF THE COMPANY'S ISSUED SHARE CAPITAL
27 June 2024
TA Associates announce its intention to sell ordinary shares of
The Placing Shares will be sold by TA Associates through its sub-funds TA XIII-A L.P., TA XIII-B L.P., TA Investors XIII L.P., TA Investors IV EU AIV L.P. and TA Subordinated Debt Fund IV L.P. (together, the "Sellers").
TA Associates currently owns approximately 17.6% of the Company's issued share capital, corresponding to approximately 21.4 million shares.
The price per Placing Share will be determined by way of an accelerated bookbuilding process to institutional investors. The bookbuilding period will commence immediately following this announcement, and may close at any time on short notice. J.P. Morgan Securities plc ("J.P. Morgan"), which conducts its
The Sellers will be locked up in respect of their residual holdings until 60 days post settlement of the Placing, subject to customary exceptions.
The final number of Placing Shares to be placed will be agreed by J.P. Morgan Cazenove and the Sellers at the close of the bookbuilding process, and the results of the Placing will be announced as soon as practicable thereafter.
ATG will not receive any proceeds from the Placing.
Enquiries
J.P. Morgan Cazenove (Sole Global Coordinator and Sole Bookrunner) |
+44 (0) 20 7742 4000 |
Virginie De Grivel Nigam, Harry Sanders, Edoardo Maria Giacobbe |
|
IMPORTANT NOTICE
This announcement is not for publication or distribution or release, directly or indirectly, in or into
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in
In member states of the European Economic Area ("EEA"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to ATG and its shares. Such information has not been independently verified and the Sellers and J.P. Morgan Cazenove are not responsible, and expressly disclaim any liability, for such information. 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.
In connection with the Placing, J.P. Morgan Cazenove or any of its respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and other securities of ATG or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan Cazenove and any of its respective affiliates acting as investors for their own accounts. J.P. Morgan Cazenove does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in ATG or its shares.
This announcement does not constitute a recommendation concerning the Placing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring Placing Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Placing for the entity or person concerned. This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Sellers reserve the right not to proceed with the Placing or to vary the terms of the offering in any way.
J.P. Morgan Securities plc, which conducts its
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.
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