REG - Atlas Holdings LLC BRCK Group PLC - Statement re Possible Offer for BRCK Group

BRCKAnnouncement

Yesterday 15:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260331:nRSe9062Ya&default-theme=true

RNS Number : 9062Y  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                         +44 (0) 20 7623 2323

 

Osman Akkaya

Akshay Majithia

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 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 +44 (0)20 7638 0129
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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFDJBMITMTJJBLF



            Copyright 2019 Regulatory News Service, all rights reserved