Rule 2.8 Announcement

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 FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

23 April 2026

No intention to bid statement regarding BRCK Group plc ("BRCK")

On 31 March 2026, BRCK announced that on 17 February 2026 it had received an indicative and non-binding approach from Atlas Holdings LLC ("Atlas") to acquire the entire issued and to be issued share capital of BRCK at a price of 65 pence per share in cash (the "Proposal"), which the Board of BRCK rejected on 23 March 2026. BRCK also announced that the Board had agreed to provide some limited further information to Atlas to establish whether it was prepared to improve its Proposal.

On the same day, Atlas confirmed that it had made an indicative proposal regarding a possible all-cash offer to the Board of BRCK, subject to customary conditions including completion of thorough due diligence to Atlas's satisfaction. Atlas also confirmed that it was prepared to study whatever information BRCK decided to provide but that it was doubtful that "limited further information" would enable it to confirm the Proposal.

On 10 April 2026, 10 days following the above announcements, BRCK gave Atlas access to a virtual data room containing limited due diligence materials. On 17 April 2026, Atlas was invited to a 90-minute meeting with the CEO of BRCK at which limited further information was supplied.

The limited information supplied, and the limited management access granted in the timeframe available was not sufficient and has not enabled Atlas to complete the thorough due diligence required. Therefore it requested further diligence information and an extension to the 28-day deadline set out under Rule 2.6 of the Takeover Code (the "PUSU period"), which terminates at 5.00 p.m. (London time) on 28 April 2026. 

The Board of BRCK has indicated to Atlas that it does not intend to extend the PUSU period. 

Consequently, Atlas confirms that it does not intend to make a firm offer for BRCK.

This announcement is made in accordance with Rule 2.8 of the Code.

Under Note 2 of Rule 2.8 of the Code, Atlas, and any person(s) acting in concert with it, reserves the right to make or participate in a possible offer for BRCK (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement in the following circumstances:

i. with the agreement of the Board of BRCK;

ii. following the announcement of a firm intention to make an offer for BRCK by or on behalf of a third party;

iii. following the announcement by BRCK of a Rule 9 waiver proposal (as described in Note 1 on the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

iv. where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

This announcement is being made without the prior approval of BRCK.

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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

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 the contents this announcement or any other matter referred to in this announcement.

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.