FitzWalter Capital Limited has confirmed it does not intend to make a takeover offer for Auction Technology Group plc (ATG), issuing a formal Rule 2.8 statement under the City Code on Takeovers and Mergers on 26 October 2026. The activist investor has simultaneously requisitioned a General Meeting seeking to remove current director Scott Forbes and install Richard Campbell-Breeden in his place, with a view to appointing him as Chair. FitzWalter believes a new Chair should oversee a comprehensive strategic review of ATG, including consideration of a full competitive sale process, though FitzWalter has explicitly stated it will not participate as a potential bidder in any such process.

Key Points

  • Auction Technology Group plc (ATG) is the subject of an activist intervention by shareholder FitzWalter Capital Limited
  • FitzWalter has formally confirmed it does not intend to make an offer for ATG under Rule 2.7 of the City Code
  • A General Meeting has been requisitioned to remove Scott Forbes as director and appoint Richard Campbell-Breeden; FitzWalter would then seek his appointment as Chair
  • Investors should watch for ATG's board response and the outcome of the requisitioned General Meeting

FitzWalter's Rule 2.8 Statement Locks Out a Bid for Six Months

By issuing a statement under Rule 2.8 of the City Code, FitzWalter and any persons acting in concert with it are legally restricted from making an offer for ATG for six months from 26 October 2026, unless the Takeover Panel provides consent. The restrictions can only be set aside if ATG announces a Rule 9 waiver proposal, a reverse takeover as defined under the Code, or if there is a material change of circumstances as determined by the Takeover Panel. This formal declaration removes short-term bid speculation from the table, providing regulatory clarity for ATG shareholders and the wider market.

Requisitioned General Meeting Targets ATG Board Composition

FitzWalter has requisitioned a General Meeting at Auction Technology Group with the specific aim of removing Scott Forbes from the board and replacing him with Richard Campbell-Breeden. Should shareholders vote in favour of both resolutions, FitzWalter intends to ask the ATG board to formally appoint Campbell-Breeden as Chair. The announcement does not disclose the date scheduled for the General Meeting, nor does it detail the size of FitzWalter's shareholding in ATG. Investors will be watching closely to see how the existing board responds to this governance challenge and whether other shareholders align with FitzWalter's position.

Strategic Review and Competitive Sale Process Proposed Under New Chair

Central to FitzWalter's rationale is its belief that ATG requires a comprehensive strategic review, which it argues should be overseen by a newly appointed Chair. This review would encompass consideration of a full competitive sale process for the company. Auction Technology Group operates online marketplace platforms serving the auction sector. The announcement does not disclose any financial metrics, revenue figures, or valuation targets relating to a potential sale process. FitzWalter has explicitly excluded itself as a prospective bidder, framing its role as a shareholder advocate rather than an acquirer.