Auction Technology Group plc is facing a challenge from activist investor FitzWalter Capital, which is seeking to replace the company’s chair, Scott Forbes. FitzWalter, ATG’s largest shareholder with a 27.2% holding, has requisitioned a general meeting to remove Forbes as a director and appoint Richard Campbell-Breeden in his place.
If the resolutions are passed, FitzWalter will ask the board to appoint Campbell-Breeden as chair. The new chair would oversee a strategic review, including consideration of a full competitive sale process. However, FitzWalter has pledged not to participate in the sale process as a potential bidder.
FitzWalter had previously considered making a bid to buy ATG, but opted against it in February after being denied access to conduct due diligence. The company owns 10 marketplaces and connects auction houses with bidders globally.
The company has undergone changes in recent months, including the appointment of Duncan Painter as CEO in May. Painter replaced John-Paul Savant, who had been in the role for a decade. ATG’s operations are primarily based in the US, with over 80% of its revenue coming from US operations.
FitzWalter stated that as ATG is predominantly a US business, it “remains held back by its UK listing and headquarters”. Over 80% of ATG’s revenue comes from its US operations, around 90% of its long-term assets are in the US, and its main marketplaces, LiveAuctioneers, Proxibid and Chairish, are American. “Yet ATG carries the cost of a UK listing and a London head office,” it stated. “Running it from London not only adds layers of cost but also distances the Board from its employees and customers. In FWC’s view, a principally US business is best overseen from the US.”
FitzWalter has also stated that it would support the share buyback proposed by the board if the resolutions to replace the chair are passed. Andrew Gray, partner at FitzWalter, said: “Scott Forbes has sat on ATG’s board through five years of value destruction. Replacing him clears the way for an independent strategic review, including a potential sale. Most importantly, shareholders will have the final say.”
Richard Campbell-Breeden, the proposed new chair, has 27 years of experience at Goldman Sachs, including as vice chairman of investment banking for Asia Pacific ex-Japan. He has also served as vice chairman and interim chairman of Julius Baer Group, a Swiss-listed wealth manager. Campbell-Breeden has stated that he is independent and has no agreement or arrangement with FitzWalter.
