REG - Atlas Holdings LLC BRCK Group PLC - Rule 2.8 Announcement

BRCKAnnouncement

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RNS Number : 7063B  Atlas Holdings LLC  23 April 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 FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE.

 

23 April 2026

 

 

No intention to bid statement regarding BRCK Group plc ("BRCK")

 

On 31 March 2026, BRCK announced that on 17 February 2026 it had received an
indicative and non-binding approach from Atlas Holdings LLC ("Atlas") to
acquire the entire issued and to be issued share capital of BRCK at a price of
65 pence per share in cash (the "Proposal"), which the Board of BRCK rejected
on 23 March 2026. BRCK also announced that the Board had agreed to provide
some limited further information to Atlas to establish whether it was prepared
to improve its Proposal.

 

On the same day, Atlas confirmed that it had made an indicative proposal
regarding a possible all-cash offer to the Board of BRCK, subject to customary
conditions including completion of thorough due diligence to Atlas's
satisfaction. Atlas also confirmed that it was prepared to study whatever
information BRCK decided to provide but that it was doubtful that "limited
further information" would enable it to confirm the Proposal.

 

On 10 April 2026, 10 days following the above announcements, BRCK gave Atlas
access to a virtual data room containing limited due diligence materials. On
17 April 2026, Atlas was invited to a 90-minute meeting with the CEO of BRCK
at which limited further information was supplied.

 

The limited information supplied, and the limited management access granted in
the timeframe available was not sufficient and has not enabled Atlas to
complete the thorough due diligence required. Therefore it requested further
diligence information and an extension to the 28-day deadline set out under
Rule 2.6 of the Takeover Code (the "PUSU period"), which terminates at 5.00
p.m. (London time) on 28 April 2026.

 

The Board of BRCK has indicated to Atlas that it does not intend to extend the
PUSU period.

 

Consequently, Atlas confirms that it does not intend to make a firm offer for
BRCK.

 

This announcement is made in accordance with Rule 2.8 of the Code.

 

Under Note 2 of Rule 2.8 of the Code, Atlas, and any person(s) acting in
concert with it, reserves the right to make or participate in a possible offer
for BRCK (and/or take any other action which would otherwise be restricted
under Rule 2.8 of the Code) within six months of the date of this announcement
in the following circumstances:

 

i.           with the agreement of the Board of BRCK;

ii.          following the announcement of a firm intention to make an
offer for BRCK by or on behalf of a third party;

iii.         following the announcement by BRCK of a Rule 9 waiver
proposal (as described in Note 1 on the Notes on Dispensations from Rule 9 of
the Code) or a reverse takeover (as defined in the Code); or

iv.      where the Panel on Takeovers and Mergers has determined that there
has been a material change of circumstances.

 

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
                        +44 (0) 20 7623 2323

Osman Akkaya

James Tiffin

 

FTI
Consulting
                               +44 (0) 20 3727
1000

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 the contents this
announcement or any other matter referred to in this announcement.

 

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.

 

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