REG - BRCK Group PLC Atlas Holdings LLC - Response to Rule 2.8 Announcement from Atlas

BRCKAnnouncement

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RNS Number : 7198B  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                        +44 (0) 7810 771 720

 Mike Gant, Chief Financial Officer                          +44 (0) 7375 534 248

 Evercore Partners International LLP (Financial Adviser)     +44 (0) 20 7653 6000

 Ed Banks

 Alex Bennett

 Hugo Bax

 Cavendish (Nominated Adviser and Broker)                    +44 (0) 20 7220 0500

 Ben Jeynes

 Henrik Persson

 George Lawson

 Burson Buchanan (Financial Communications)                  +44 (0) 7754 941 250

 Henry Harrison-Topham                                       BRCK@bursonbuchanan.com

 Stephanie Whitmore

 Abby Gilchrist

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.

 

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