Auction Technology Group (LSE:ATG) is facing calls from its largest shareholder, FitzWalter Capital, to replace its chair and undertake a strategic review that could include a potential sale of the business.
FitzWalter, which holds a 27.2% stake in the UK-listed online auction operator, has proposed removing Chair Scott Forbes and appointing existing board member Richard Campbell-Breeden as his replacement.
The investment firm wants the proposed new chair to oversee an assessment of the company’s strategic options, including a possible share buyback or sale.
The request reflects FitzWalter’s position that ATG’s predominantly US-focused operations may be better suited to a different ownership or corporate structure.
FitzWalter Proposes Changes to ATG Board Leadership
FitzWalter Capital has called for Scott Forbes to be replaced as chair of Auction Technology Group, proposing Richard Campbell-Breeden, an existing director, for the position.
The shareholder said the proposed leadership change would support a review of the company’s strategic direction and capital allocation options.
FitzWalter’s 27.2% ownership makes it ATG’s largest shareholder, giving the investment firm a substantial interest in the company’s governance and future strategy.
The proposal does not constitute an announced board change, and the source did not indicate whether ATG’s board had agreed to the request.
Strategic Review Could Include Share Buyback or Company Sale
FitzWalter has proposed a strategic review to examine alternatives for Auction Technology Group, including a share repurchase programme and a potential sale of the company.
The investment firm argued that ATG’s corporate structure may not fully reflect the geographical composition of its business.
According to FitzWalter, operations focused on the United States account for more than 80% of ATG’s revenue, despite the company maintaining its listing and headquarters in the United Kingdom.
FitzWalter believes the UK listing and London headquarters create constraints for a business whose revenue is predominantly generated through US-focused activities.
The shareholder also suggested that ATG could attract interest from US private equity firms or strategic acquirers.
These assessments represent FitzWalter’s position rather than conclusions reached through a completed strategic review.
FitzWalter Rules Out Making Its Own Bid
FitzWalter Capital confirmed that it does not intend to make an acquisition offer for Auction Technology Group.
The investment firm instead said it would provide irrevocable undertakings to support a bidder recommended by ATG’s board.
Such undertakings would represent a commitment to support a qualifying transaction under the agreed terms.
However, no potential buyer, proposed transaction value or formal sale process was identified in the announcement.
There is also no confirmation that ATG has initiated a strategic review or that any acquisition proposal has been received.
ATG’s US Revenue Exposure Central to Shareholder Proposal
Auction Technology Group operates online auction platforms serving buyers and sellers across multiple markets.
FitzWalter’s proposal focuses on the relationship between the company’s geographical revenue exposure and its existing corporate structure.
The shareholder believes a review should consider whether alternative ownership arrangements or capital allocation measures could better reflect the company’s US-focused operations.
Any potential sale would remain subject to the company’s board considering an offer and the applicable shareholder and regulatory requirements.
For now, FitzWalter’s proposals concern board leadership and the initiation of a strategic review, with no confirmed changes to ATG’s ownership or listing arrangements.
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