Company Announcements

30 November 2022

Information within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014 and Article 7 of the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, NEW ZEALAND, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

Benchmark Holdings plc

("Benchmark", the "Company" or the "Group")

Placement of shares and retail offering in connection with proposed admission to Euronext Growth Oslo

and

Proposed appointment of Non-executive Director

Benchmark, the aquaculture biotechnology company, announces the terms of a contemplated private placement and retail offering in Norway, representing in aggregate 5% of the Company's issued share capital, in connection with its proposed admission to Euronext Growth Oslo. The purpose of the private placement and retail offering is to fulfil the admission requirements of Euronext Growth Oslo.

Background

In 2022, following an external assessment and consultation with its main shareholders, the Company decided to pursue a listing in Oslo, the world's leading seafood and aquaculture listing venue. The Directors believe that a listing in Oslo will give the Company access to a unique financial aquaculture ecosystem and global base of specialist sector investors and analysts. As part of this process, the Company appointed DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS as joint global coordinators and joint bookrunners (together the "Managers") to advise on the proposed admission of the Company's ordinary shares to trading on Euronext Growth Oslo (the "Euronext Growth Admission") and to advise on and effect a private placement of new ordinary shares of 0.1 pence each in the capital of the Company (the "Ordinary Shares") (the "Private Placement") and a retail offering of new Ordinary Shares in Norway (the "Norwegian Retail Offering") in connection with the Euronext Growth Admission.

The Company's existing Ordinary Shares are admitted to trading on the AIM Market of the London Stock Exchange under the ticker code "BMK". The Company has applied for the Euronext Growth Admission and will, subject to the successful completion of the Private Placement and the Norwegian Retail Offering, as well as fulfilment of the conditions for the Euronext Growth Admission as set by the Oslo Stock Exchange, be admitted to trading on Euronext Growth Oslo on or about 15 December 2022.

Through the Private Placement and the Norwegian Retail Offering, the Company intends to issue up to 35,189,350 new Ordinary Shares (the "New Shares") to raise gross proceeds of up to approximately NOK 158 million (equivalent to approximately GBP 13.2 million). The offer price for the New Shares is fixed at NOK 4.50 per share (the "Offer Price"), approximately in line with the prevailing market price on AIM. The purpose of the Private Placement and the Norwegian Retail Offering is to fulfil the free float admission requirements on Euronext Growth Oslo. The net proceeds of the Private Placement and the Norwegian Retail Offering will be used for general corporate purposes. The New Shares will, subject to completion as set forth below, be issued and delivered in Euronext Securities Oslo (the "VPS") for trading on Euronext Growth Oslo.

The New Shares represent in aggregate approximately 5% of the issued share capital of the Company and will be issued pursuant to the allotment and disapplication of the pre-emption authorisation that shareholders granted to the Company at its annual general meeting on 10 February 2022.

A presentation of the Company is available here: https://www.benchmarkplc.com/investors/oslo-listing/

Shareholder consultation

The Company has consulted with its largest shareholders regarding the rationale for the Private Placement and the Norwegian Retail Offering and its non-pre-emptive nature. The Board is of the opinion that the Private Placement and the Norwegian Retail Offering are in the best interest of shareholders by facilitating the Euronext Growth Admission.

The Private Placement

The bookbuilding period for the Private Placement will commence tomorrow 1 December 2022 at 09:00 (CET) and close on 6 December 2022 at 17:30 (CET). The Company may, however, resolve to close or extend the bookbuilding period at any time and for any reason at its sole discretion and without notice. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Company's three largest shareholders, Ferd AS, Kverva Finans AS and JNE Partners LLP, currently owning approximately 26.33%, 21.40% and 21.11% of the outstanding share capital in the Company, respectively, have indicated their support to subscribe their pro-rata share in the Private Placement.

The Private Placement will be directed towards certain Norwegian and international investors, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions and who are able to receive the New Shares in the VPS system. The minimum application has been set to the NOK equivalent of EUR 100,000.

Allocation of New Shares will be made at the sole discretion of the Company's board of directors, in consultation with the Managers. Allocation may be based on criteria such as (but not limited to) pre-commitments to subscribe for shares (ref. above for the three largest shareholders), timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality, typical investment horizon, fulfilment of requirements for Euronext Growth Admission and shareholder structure.

Arrangements are expected to be made for the New Shares to be issued under the Private Placement and the Norwegian Retail Offering to be issued against payment by the Managers in accordance with a pre-funding agreement and admitted to trading on Euronext Growth Oslo which is expected to take place on or about 15 December 2022.

The New Shares are expected to be settled in the Private Placement through a delivery versus payment transaction in the VPS on or about 15 December 2022 (subject to fulfilment of the Euronext Growth Listing and Private Placement conditions) with existing and unencumbered shares in the Company that have already been registered in the VPS pursuant to a share lending arrangement expected to be entered into between the Company, the Managers and Ferd AS, as lender (the "Proposed Share Loan"). The allocated New Shares will be delivered to the applicant's VPS account as soon as practicable after full payment has been received and the Listing Conditions and the Private Placement Conditions have been met.

The Company reserves the right (until the issue of the New Shares) at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

The Norwegian Retail Offering:

The Norwegian Retail Offering will consist of a share issue of up to 2,222,222 New Shares at the Offer Price, thus raising gross proceeds of up to NOK 10 million (equivalent to approximately GBP 0.8 million), directed towards investors in Norway, subject to a lower limit per application of NOK 5,500 and an upper limit of NOK 1,000,000 for each investor. The Company has prepared a national prospectus for the Norwegian Retail Offering in accordance with the provisions in chapter 7 of the Norwegian Securities Trading Act and ancillary regulation (the "National Prospectus"). The National Prospectus, together with the application forms, is expected to be registered in the Norwegian Register of Business Enterprises by the morning of 1 December 2022. Subject to such registration, the National Prospectus will, subject to regulatory restrictions in certain jurisdictions, be made available on the Company's website and on the website of the Managers as soon as possible.  

Further, subject to registration of the National Prospectus with the Norwegian Register of Business Register, the application period for the Norwegian Retail Offering will commence at 09:00 hours (CET) on 1 December 2022 and end at 17:30 hours (CET) on 6 December 2022.

The Company, in consultation with the Managers, reserves the right to extend the application period for the Norwegian Retail Offering at any time and without any prior written notice and at its sole discretion.

The Proposed Share Loan is also expected to be used to deliver existing and unencumbered shares in the Company to investors in the Norwegian Retail Offering. The allocated shares will be delivered to the applicant's VPS account on or about 15 December 2022 (subject to fulfilment of Listing Conditions and Retail Offering Conditions and timely payment).

Further information regarding the Norwegian Retail Offering and the terms thereof, is included in the National Prospectus and the separate stock exchange announcement to be published on 1 December 2022.

Completion

Completion of the Private Placement and the Norwegian Retail Offering will be conditional upon the satisfactory completion of the bookbuilding process, the Oslo Stock Exchange approving the Company's application for Euronext Growth Admission, which is expected to be considered by the Oslo Stock Exchange on or around 5 December 2022, and the Company's satisfaction of the conditions for Euronext Growth Admission. The Company expects that the Oslo Stock Exchange will grant an exemption from the free float requirement on Euronext Growth Oslo of 15%, but that the Company will instead be subject to a 10% free float requirement and a requirement that a minimum of 50 of the Company's eligible shareholders hold shares in the VPS, which is expected to be satisfied through completion of the Private Placement and/or the Retail Offering and/or transfer of existing shares from CREST to VPS.

Completion of the Private Placement and the Norwegian Retail Offering, including the issuance of the New Shares, will further be conditional upon (i) the Company passing requisite corporate resolutions to proceed with and implement the Private Placement and the Norwegian Retail Offering, including the issuance of the New Shares (as defined below), being validly made; and (ii) payment being received for, and the New Shares being validly issued and admitted to AIM and registered in the VPS.

The Ordinary Shares of the Company are enabled for settlement in the UK CREST system to facilitate existing trading on AIM. In order to facilitate a secondary registration of shares in the VPS, the Company intends to utilise a CSD-link to allow for the Ordinary Shares in the Company to be traded on Euronext Growth Oslo. The New Shares to be delivered in the Private Placement and the Retail Offering will be registered in the VPS to enable settlement of trading on Euronext Growth Oslo, in addition to the expectation that certain number of existing shares shall be transferred from CREST to VPS. In connection with the Listing, it is expected that approximately 80% of the Company's shares will be registered in the VPS and tradable on Euronext Growth Oslo (incl. the shares issued pursuant to the Private Placement, the Retail Offering and the transferring of certain existing shares from UK CREST to VPS by existing shareholders of the Company, including the majority shareholders Ferd AS, Kverva Finans AS and JNE Partners LLP).

Due to the Company's AIM listing, an application will be made for the New Shares to be admitted to trading on AIM in accordance with applicable AIM rules and admission to AIM is expected to occur on or around 14 December 2022. However, please note, that the New Shares in the Private Placement and the Retail Offering are, subject to completion of the Offering, be issued in the VPS and be admitted to trading on Euronext Growth Oslo. 

Appointment of Non-Executive Director

The Company is pleased to announce the appointment of Laura Lavers as Non-Executive Director conditional on the Euronext Growth Admission. Laura is a senior investment professional with two decades of experience including as a partner at Thunderbird and previous to that at Ziff Brothers Investments. She is currently a Director of Hello Self, the UK leading online provider of psychological services and a member of the investment committee of a family office with multi billion dollars in assets under management. 

Laura will act as shareholder representative of JNE, a significant shareholder of the Company, and therefore the Board has concluded that she will not be an independent director of the Company.

The following information is disclosed in accordance with Rule 17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies in connection with the appointment of Laura to the Board of the Company:

Full Name: Laura Charlotte Erica Lavers

Maiden name: Sorensen

Age: 41

Current Directorships: Hello Self Limited, Bay Laurel Limited, Broadmead Residents Association

Former Directorships (previous five years) - Thunderbird Partners LLP

Beneficial interest in the equity securities of Benchmark Holdings plc - none

There is no further information required to be disclosed under Rule 17 or paragraph (g) of Schedule 2 of the AIM Rules for Companies.

Contemplated uplisting to the Oslo Stock Exchange

The Company intends, subject to inter alia, market condition, shareholder approval and other factors, to apply for a transfer to Oslo Børs (the main list of the Oslo Stock Exchange) during the first half of 2023. The Company's board of directors intends to consult with shareholders on whether to maintain its admission of the Company's shares to trading on AIM. In the event that the Board pursues a de-listing from AIM, the combination of the de-listing from AIM and listing on Oslo Børs is expected to require the installation of a Norwegian holding company which will become the listed entity and will be subject to shareholder approval. The Company will provide further information in due course.

Advokatfirmaet Wiersholm AS and Travers Smith LLP are acting as legal counsel to the Company (advising on Norwegian and English law, respectively), while Advokatfirmaet BAHR AS is acting as legal counsel to the Managers.

Enquiries:

Via benchmark@mhpc.com to:

Chief Executive Officer

Trond Williksen

Chief Financial Officer

Septima Maguire

Investor Relations

Ivonne Cantu

MHP tel: + 44 20 3128 8004  

Numis (Broker and NOMAD)
James Black, Freddie Barnfield, Duncan Monteith
Tel: 020 7260 1000

About Benchmark
Benchmark is a market leading aquaculture biotechnology company. Benchmark's mission is to drive sustainability in aquaculture by delivering products and solutions in genetics, advanced nutrition and health which improve yield, growth and animal health and welfare. Through a global footprint in 26 countries and a broad portfolio of products and solutions, Benchmark addresses the major aquaculture species - salmon, shrimp, sea bass and bream, and tilapia, in all the aquaculture regions around the world. Find out more at www.benchmarkplc.com.

Important Notice

Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the Company in the United States or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable U.S. state securities laws or other jurisdiction of the United States. There will be no public offer of the securities referred to herein in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, falling within Article 49(2)(a) to (d) of the Order and other persons to whom this announcement may lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

All offers of the New Shares in the United Kingdom will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation. 

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than Benchmark, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This information is considered to be inside information pursuant to Article 7 of the UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and the EU Market Abuse Regulation, and is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.

The stock exchange announcement was published by Ivonne Cantu, Director of Investor Relations & Corporate Development, on 30 November 2022 at the time set out above.