Response to Rule 2.8 Announcement from Atlas

BRCK Group PLC

23 April 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE	23 April 2026

BRCK Group PLC

Response to Rule 2.8 Announcement from Atlas

The Board of BRCK Group PLC ("BRCK", the "Group") (AIM: BRCK) ("Board") notes the statement made by Atlas Holdings LLC ("Atlas") earlier today confirming that it does not intend to make an offer for BRCK. As a result, Atlas is bound by the restrictions set out in Rule 2.8 of the City Code on Takeovers and Mergers. 

As announced on 31 March 2026, the Board received a non-binding indicative proposal from Atlas to acquire the entire issued and to be issued share capital of BRCK at a price of 65 pence per BRCK share in cash. The Board reviewed the proposal carefully with its financial advisers and unanimously concluded that it fundamentally undervalued BRCK. Accordingly, the Board rejected this proposal.

Following this announcement, the Board consulted widely with the shareholders of the Group.

In order to establish whether Atlas was prepared to improve its proposed offer price, the Board provided Atlas with access to due diligence materials, including a management presentation on the Group, access to a data room and meetings with senior management. The data room contained extensive information on the Group, including detailed business and financial information, in response to requests from Atlas. The Board offered to provide further meetings with senior management together with additional information on the business, which Atlas decided not to take up.

The Board has been advised by its financial advisers that the information and level of access provided to Atlas was significantly in excess of that which would be customary in these circumstances.

The Board sees no merit in an open-ended engagement with a counterparty that is not prepared to put forward a price that the Board believes, after consultation, would be attractive to shareholders. Accordingly, in order to avoid unnecessary distraction to management, disruption to the business and cost, the Board informed Atlas that it was not minded to extend the PUSU deadline of 28 April 2026 unless Atlas indicated that it intended to improve its proposed offer price above the 65 pence per BRCK share that it originally proposed. 

The Board did not receive any revised proposal from Atlas. Instead, as set out in its announcement today, Atlas voluntarily decided to disengage. The announcement made by Atlas today does not reflect the extensive and constructive engagement that the Board has provided over the last four weeks.

The Board remains fully confident in BRCK's fundamental prospects as an independent listed company and will shortly issue a trading update confirming that the Group expects to report another year of revenue and adjusted EBITDA growth.

The Board is confident in the ongoing execution of BRCK's strategy and that its continued successful delivery will create significant value for shareholders.

Enquiries:

BRCK Group PLC Frank Hanna, Chief Executive Officer Mike Gant, Chief Financial Officer Evercore Partners International LLP (Financial Adviser) Ed Banks Alex Bennett Hugo Bax Cavendish (Nominated Adviser and Broker) Ben Jeynes Henrik Persson George Lawson Burson Buchanan (Financial Communications) Henry Harrison-Topham Stephanie Whitmore Abby Gilchrist

[phone] [phone] [phone] [phone] [phone] [e-mail]

The person responsible for arranging for the release of this announcement on behalf of BRCK is Mike Gant, Chief Financial Officer.

IMPORTANT NOTICES

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to BRCK and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than BRCK for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with BRCK or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

Cavendish Capital Markets Limited ("Cavendish"), which, in the UK, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for BRCK and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than BRCK for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Cavendish, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein or otherwise.

ADDITIONAL INFORMATION

This announcement is not intended to, and does not, constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by

law. Persons who are not resident in the United Kingdom or who are subject to the laws of any other jurisdiction should inform themselves of, and observe, any applicable requirements.

The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

ABOUT BRCK GROUP PLC

BRCK is a leading distributor and provider of specialist products and services to the UK construction industry. The business comprises four divisions: Bricks and Building Materials, Importing, Distribution and Contracting. With an agile, de-centralised, capital-light business model, supported by a strong balance sheet, BRCK leverages the skills of its people company-wide to effectively service the complex and evolving needs of the construction industry.

Founded in 1985, the Group has grown organically through product diversification and geographic expansion, as well as through the acquisition of specialist businesses that support its long-term strategy for growth. Today, the Group encompasses a diverse portfolio of market-leading brands and a dedicated team of over 800 skilled and experienced personnel, led by a management team with deep-rooted knowledge and experience in the UK and European construction industries.

The Group is committed to building better communities throughout the supply chain and supporting the delivery of sustainable developments that enhance the built environment for future generations, while delivering continuous value for shareholders.

 

END