Statement regarding possible offer
BRCK Group PLC has received an unsolicited, non-binding approach from Atlas Holdings LLC to acquire the entire issued share capital of BRCK. Atlas initially proposed an indicative offer price of 65 pence per share in cash, which the BRCK board unanimously rejected on March 23, 2026, as it fundamentally undervalued the company. BRCK has agreed to provide limited further information to Atlas to explore a potential improved offer, with any detailed due diligence contingent on a recommendable proposal. Atlas is required to announce a firm intention to make an offer or withdraw by April 28, 2026.
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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.
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.
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RULE 2.9 INFORMATION
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