Statement re Possible Offer for BRCK Group

Atlas Holdings LLC

31 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

31 March 2026

Possible offer for BRCK Group plc ("BRCK")

Atlas Holdings LLC ("Atlas") notes the public announcement made by BRCK dated 31 March 2026 and confirms that following preliminary discussions, on 17 March 2026, it made an indicative proposal regarding a possible all-cash offer to the Board of BRCK to acquire the entire issued, and to be issued, share capital of the company (the "Proposal").

Under the terms of the Proposal, BRCK shareholders would receive 65 pence in cash for each share they own in BRCK, representing:

·      a 62.5% premium to BRCK's undisturbed share price of 41 pence as of 30 March 2026; and

·      a 46.7% premium to BRCK's closing share price of 44 pence as of 16 March 2026 (being the date prior to approach).

The Proposal would be funded solely through equity from the Atlas funds and would not be reliant on any third-party financing.

When making the Proposal, Atlas stressed to the Board of BRCK that it would only be able to make a firm offer if it was given the opportunity to conduct thorough due diligence. To date, BRCK has provided only very limited non-public information to Atlas. Atlas notes that in its announcement today, the Board of BRCK plans only to provide "some limited further information to Atlas to establish whether it is prepared to improve its Indicative Offer Price". While Atlas is prepared to study whatever information BRCK decides to provide, it is doubtful that "limited further information" will enable it to confirm the Proposal.

The Proposal was rejected by the Board of BRCK on 23 March 2026.

Atlas believes that the Proposal, which is subject to customary conditions including, as noted above, completion of thorough due diligence to the satisfaction of Atlas, would offer shareholders the opportunity to receive cash proceeds at a very significant premium to BRCK's undisturbed share price.

Any further announcement will be made in due course.

This announcement does not amount to a firm intention to make an offer for BRCK under Rule 2.7 of the Code. There can be no certainty that any offer for BRCK will be made.

In accordance with Rule 2.6(a) of the Code, Atlas is required, by not later than 5.00 p.m. (London time) on 28 April 2026, being 28 days after today's date, to either:

(i)         announce a firm intention to make an offer for BRCK in accordance with Rule 2.7 of the Code; or

(ii)         announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

 In accordance with Rule 2.5 of the Code, Atlas reserves the right to:

1.   vary the form and/or mix of the consideration described in this announcement; and

2.   make any offer on less favourable terms:

a.   with the recommendation or consent of the Board of BRCK;

b.   if BRCK announces, declares or pays any dividend or any other distribution to shareholders, in which case Atlas will have the right to make an equivalent reduction to the proposed price of the offer;

c.   if a third party announces a firm intention to make an offer for BRCK on less favourable terms than its Proposal; or

d.   following the announcement by BRCK of a Rule 9 waiver pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

This announcement is being made without the prior approval of BRCK.

Enquiries:

Atlas Holdings LLC                                                                                              via FTI Consulting

Peter Bacon

Michael Riccione

Barclays Bank Plc, acting through its Investment Bank                         [phone]

Osman Akkaya

Akshay Majithia

James Tiffin

FTI Consulting                                                                                           [phone]

Alex Le May

Important information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Financial Adviser

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Atlas and will not be responsible to anyone other than Atlas for providing the protections afforded to clients of Barclays nor for providing advice in relation to a possible offer or any other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in BRCK securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.

You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.4(c)(iii) of the Code, Atlas confirms that it is not aware of any dealings in BRCK shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an offer. However, prior to this announcement it has not been practicable for Atlas to make enquiries of all persons acting in concert with it to determine whether any dealings in BRCK shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for Atlas, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for Atlas's Opening Position Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.atlasholdingsllc.com by no later than 12 noon (London time) on the business day following the date of this announcement. Neither the content of the website referred to in this announcement, nor any other website accessible by hyperlinks from that website, nor any additional materials contained or accessible thereon, are incorporated into or form part of this announcement.

 

END