Statement re Possible Offer for BRCK Group
Atlas Holdings LLC has made an indicative proposal for a possible all-cash offer to acquire BRCK Group plc at 65 pence per share, representing a 62.5% premium to BRCK's undisturbed share price of 41 pence and a 46.7% premium to its closing price of 44 pence on March 16, 2026. This proposal, which would be funded solely by Atlas equity, was rejected by the BRCK Board on March 23, 2026, with Atlas stating that limited due diligence has been provided. Atlas must announce a firm intention to make an offer or withdraw by April 28, 2026.
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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:
- 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 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:
- vary the form and/or mix of the consideration described in this announcement; and
- make any offer on less favourable terms:
- with the recommendation or consent of the Board of BRCK;
- 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;
- if a third party announces a firm intention to make an offer for BRCK on less favourable terms than its Proposal; or
- 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.
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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.