FitzWalter Capital (FWC), the largest shareholder in Auction Technology Group plc (ATG) with a 27.2% stake, has published a members' statement calling on fellow shareholders to vote in favour of removing current director Scott Forbes and appointing Richard Campbell-Breeden in his place at a forthcoming General Meeting. FWC intends, if the resolution passes, to ask the board to appoint Campbell-Breeden as Chair. The activist shareholder argues ATG has delivered five years of value destruction and that an independent strategic review — including a potential full competitive sale process — is now required to maximise shareholder value.

Key Points

  • Auction Technology Group plc (ATG) faces a contested General Meeting requisitioned by its largest shareholder, FitzWalter Capital
  • FWC is seeking to remove director Scott Forbes and replace him with Richard Campbell-Breeden, who it wants appointed as Chair
  • ATG shares stand at approximately £4.85, compared with the February 2021 IPO price of £6.00 and an October 2021 peak of £13.63
  • Investors will be watching whether the board recommends a strategic review, a buyback, or a potential sale of the whole company

ATG's US-Dominant Revenue Base at Odds with London Listing, FWC Argues

FitzWalter Capital contends that ATG is fundamentally a US business poorly served by its UK corporate structure. The announcement states that over 80% of ATG's revenue derives from US operations, approximately 90% of its long-term assets are located in the United States, and its principal marketplaces — LiveAuctioneers, Proxibid, and Chairish — are all American platforms. FWC argues that the cost of maintaining a UK listing and a London head office adds unnecessary expense while distancing the board from its employees and customers, and that the business would likely command greater value from US private equity or strategic buyers.

Five Years of Missed Milestones: Proxibid Delays, Buyback Halt, and Profit Warning

FWC's statement catalogues a series of operational setbacks under the current board. ATG ended a planned $40 million share buyback after deploying only $16.5 million, then issued a profit warning less than three weeks later. On the same day as the profit warning, the company borrowed $90 million to fund the $88 million acquisition of Chairish, described by FWC as a loss-making business, with the shares falling 21.7% on the day. The Proxibid platform migration, promised at the February 2021 IPO as a short-to-medium-term task, is now not expected to complete until FY27. FY25 also produced ATG's first decline in adjusted EBITDA since listing.

Campbell-Breeden's Goldman Sachs and Julius Baer Background Central to FWC's Case

FWC argues that Richard Campbell-Breeden's professional background makes him well-suited to oversee a rigorous strategic review. The announcement states he brings 27 years of experience at Goldman Sachs, including as Vice Chairman of Investment Banking for Asia Pacific ex-Japan, and has since served as Vice Chairman and Interim Chairman of Julius Baer Group, a Swiss wealth manager with more than CHF 500 billion in assets under management. Campbell-Breeden has confirmed that, if appointed Chair, he would seek board approval for an immediate independent strategic review covering all credible alternatives, including a potential sale.

FWC Commits Its 27.2% Stake to Any Board-Recommended Offer

FitzWalter Capital has stated it will not participate as a potential bidder in any sale process and will provide an irrevocable undertaking to support whichever offer the board — as led by the new Chair — recommends, in respect of its full 27.2% holding and on the same terms as other shareholders. FWC has also confirmed it would support a buyback proposed by the reconstituted board. Investors may be watching whether ATG's independent directors respond publicly ahead of the General Meeting vote.