Statement regarding possible offer

BRCK Group PLC

31 March 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 IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE	31 March 2026

BRCK Group PLC

Statement regarding possible offer

BRCK Group PLC ("BRCK", the "Group") (AIM: BRCK) announces that on 17 February 2026, the board of directors of BRCK (the "Board") received an unsolicited, indicative and non-binding approach from Atlas Holdings LLC ("Atlas") to acquire the entire issued and to be issued share capital of BRCK.

In order to establish whether Atlas was prepared to put forward a proposal that the Board would be minded to recommend to shareholders, the Board subsequently engaged with and provided some information on BRCK and its prospects to Atlas under the terms of a non-disclosure agreement.

Following this, on 17 March 2026, Atlas put forward a non-binding indicative proposal to acquire BRCK at a price of 65 pence per BRCK share in cash (the "Indicative Offer Price"). The Board reviewed this proposal carefully with its financial advisers and unanimously concluded that it fundamentally undervalued BRCK. Accordingly, the Board rejected this proposal on 23 March 2026.

The Board has agreed to provide some limited further information to Atlas to establish whether it is prepared to improve its Indicative Offer Price. The Board has indicated to Atlas that, in order to avoid unnecessary distraction of management and costs, the entry into a detailed due diligence process with Atlas would be subject to Atlas putting forward a proposal on terms that the Board would be minded to recommend to shareholders.

The Board remains fully confident in BRCK's prospects as an independent listed company and the continued execution of its strategy under its leadership team. There can be no certainty that any firm offer for BRCK will be made nor as to the terms on which any firm offer might be made. Accordingly, BRCK shareholders are strongly advised to take no action at this time.

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, to either announce a firm intention to make an offer for BRCK in accordance with Rule 2.7 of the Code or announce that it does not intend to make 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 (the "Takeover Panel") in accordance with Rule 2.6(c) of the Code.

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

A further announcement will be made as appropriate.

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

via Burson Buchanan [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.

WEBSITE PUBLICATION

In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be made available at https://brckgroup.com/investors/possible-offer by no later than midday (London time) on the business day following the date of this announcement. For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

BRCK shareholders may, subject to applicable securities laws, request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting BRCK's registrars, MUFG Corporate Markets, during business hours on 0371 664 0300 or by submitting a request in writing to MUFG Corporate Markets, 10^th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom, with an address to which the hard copy may be sent. BRCK shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the possible offer should be in hard copy form.

RULE 2.9 INFORMATION

In accordance with Rule 2.9 of the Code, BRCK confirms that, as at close of business on 30 March 2026, its issued share capital consisted of 322,146,246 ordinary shares of £0.01 each, with ISIN Number GB00BK63S759 and LEI Number 213800SK28MWXB3K3P26, which carry voting rights of one vote per share. As at the same date, there were no ordinary shares held in treasury.

DISCLOSURE REQUIREMENTS OF THE CODE

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) applies must be made by not later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by not later than 3.30 pm (London time) on the 10^th 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 per cent. 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by not 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.

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 Takeover 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.

 

END