ATG shareholder with 27.2% stake seeks board change and review that could include a sale
Key Facts
FitzWalter Capital has requested a general meeting to remove Scott Forbes from Auction Technology Group’s board and appoint Richard Campbell-Breeden in his place, opening a contest over the company’s governance and strategic options. FitzWalter owns 27.2% of the group’s shares, making it one of its largest shareholders and giving it a significant stake in any shareholder vote. The fund said that, if the resolutions pass, it would ask the board to appoint Campbell-Breeden as chairman. The request therefore does not directly seek to remove Forbes as chairman, but to remove him as a director and then pursue the appointment of a new chairman. The fund wants the new chairman to oversee a comprehensive strategic review that includes considering a full competitive sale process.
FitzWalter bases its call for a review on ATG’s business mix, saying more than 80% of the group’s revenue comes from its U.S. operations. It argues that a company whose business is concentrated in the U.S. market should be managed from there, and that a UK listing and a London headquarters add costs. It also says U.S. private equity firms or strategic companies could value ATG more highly. These arguments reflect the investor’s view of the company’s location and valuation; they are not a change approved by the board. FitzWalter links this view to its call to assess a sale alongside other ways of returning capital to shareholders.
The options FitzWalter has proposed include a share buyback or a sale of the company, with the review to consider a full competitive sale process. The proposal puts more than one route before the board, rather than the fund announcing that a sale has been decided or that a new offer has been made. The investor is also seeking a change in the board chairman, linking governance to oversight of the review. In FitzWalter’s account, the board’s preferred option was to sell the industrial and commercial auction division and use the proceeds to fund other acquisitions. The group presented this as the previous board’s position, while it is proposing a broader review of ATG’s options.
On any potential sale, FitzWalter said it would not be a bidder in the process but would give irrevocable undertakings to support any bidder recommended by ATG’s board. This would give the fund a role in backing an outcome selected by the board, despite excluding itself from the competition to buy the company. FitzWalter also announced that it does not intend to make an offer for ATG. Under its announcement pursuant to Rule 2.8, it cannot make an offer for six months from the date of the announcement, subject to the exceptions set out in the rule. It said shareholders would retain their investments if no proposal offered suitable value, making acceptance of a sale dependent on the offer’s valuation.
The dispute dates back to takeover talks that began in September 2025, according to Reuters. In January 2026, FitzWalter raised its possible cash offer to 400 pence a share, valuing ATG at about £491 million. Reuters said the fund had made 11 takeover attempts since talks began, while its earlier proposals were rejected. Disclosure of the revised offer sent ATG shares up by as much as 15% on Jan. 16. Those earlier attempts, however, do not mean a new offer was made alongside the current request for a general meeting.
The demands come after ATG issued a trading update on its financial performance for the financial year ended Sept. 30, 2026. The company forecast revenue of about $251 million, while analyst estimates compiled ranged from $247.8 million to $252.1 million. The update puts the company’s financial outlook in the background of the debate over a strategic review and capital-return options. FitzWalter wants a share buyback considered among the alternatives, alongside a competitive sale process. The outcome of the review will depend on decisions by the board and shareholders and on any offers that may be made through the process.