Acquisition of H.S. Jackson & Son

BRCK Group PLC (AIM:BRCK), a leading construction materials distributor, is pleased to announce that it has entered into a binding agreement (the 'Acquisition Agreement') to acquire 100% of the issued share capital of H.S. Jackson & Son (Fencing) Limited ('Jacksons') for an initial consideration of £15.0 million on a cash-free, debt-free, normalised working capital basis (the 'Initial Consideration') (the 'Acquisition'). An additional cash payment of £4.9 million in respect of the freehold land and property from which Jacksons operates will also be payable on completion (the 'Property Consideration'). The Initial Consideration and Property Consideration will be funded from existing Company resources.

The Acquisition, which is expected to be earnings enhancing in the first full year post completion, marks another step in the continued delivery of the Group's diversification strategy to further expand the Group's breadth of products and services and its growth opportunities. The Acquisition is expected to complete, on or around 30 June 2026 and a further announcement will be made in this regard in due course.

Founded in 1947, Jacksons is a designer, manufacturer and installer of premium timber and steel fencing, gates and perimeter security systems. The quality of its products is underlined by its customer warranties. Its timber fencing, produced by the proprietary Jakcure process, carries a 25 year guarantee against rot and insect attack and its steel fencing is backed by a 25 year service life guarantee.

Jacksons serves a broad range of residential, commercial, industrial and high-security end markets in providing products including security and perimeter fencing, acoustic barriers and access control solutions. Its markets include critical national infrastructure, schools and other government-backed projects alongside premium residential fencing and commercial perimeter fencing.

Jacksons is headquartered in Ashford, Kent. It has two other fencing sites, near Bath and near Chester, and its Autogate Systems business is based in Bolton.

For the year ended 30 September 2025 (unaudited), Jacksons generated revenue of approximately £40.9 million and EBITDA of approximately £4.2 million. Jackson's net assets at 30 September 2025 were approximately £26.1 million, inclusive of land and property.

Frank Hanna, Chief Executive Officer of BRCK, said:

"Jacksons is a quality business with a premium positioning and an impressive track record of product development. It benefits from a broad customer base and product offering across a range of markets including major government infrastructure projects. The acquisition is in line with our diversification strategy and brings considerable growth opportunities, including an exciting pipeline of potential infrastructure projects. I welcome the Jacksons team to the BRCK Group."

Peter Jackson, Managing Director of Jacksons, commented:

"During three generations as a family firm, we have grown Jacksons to annual sales of more than £40 million. I look forward to driving the next stage of Jacksons' growth as part of BRCK, which is the ideal custodian for the Jacksons brand owing to a shared commitment to product quality and customers. Together we will be able to leverage the growth opportunities in the premium fencing market."

Acquisition Agreement Terms

Pursuant to the Acquisition Agreement entered into between the Company and Jacksons, the Company will acquire the entire issued share capital of Jacksons for a total consideration comprising:

• The Initial Consideration of £15.0 million, payable on completion as follows:

o £14.5 million payable in cash, subject to adjustment for cash, debt and working capital (the 'Cash Consideration'); and

o £0.5 million to be satisfied by the issue of 1,024,414 new ordinary shares in the capital of the Company (the 'Consideration Shares'). The Consideration Shares will be subject to a 24-month hard lock-in, subject to customary carve-outs, followed by a 12-month orderly market arrangement.

• An additional cash payment of £4.9 million in respect of Jacksons' land and property, payable on completion (the 'Property Consideration').
• Deferred, contingent consideration of up to an additional £11 million (the 'Deferred Consideration'). The Deferred Consideration, which would be payable in cash against target financial performance criteria for each of the three years from the date of completion (the 'Performance Period'). The Performance Period is subject to a one-year extension period in certain circumstances.

The Cash Consideration and Property Consideration will be funded from existing Company resources and application will be made for the 1,024,414 Consideration Shares to be admitted to trading on the AIM Market of the London Stock Exchange ('Admission'). The Consideration Shares will rank pari passu with the Group's existing ordinary shares in issue. A further announcement in this regard will be made on completion of the Acquisition.

Following Admission, the Company will have 323,270,660 ordinary shares in issue. This figure of 323,270,660 may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.