Company Announcements

Successful private placement and retail offering

Source: RNS
RNS Number : 8226I
Benchmark Holdings PLC
06 December 2022

6 December 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.



Benchmark Holdings plc


("Benchmark" or the "Company")


Successful private placement and retail offering ahead of admission on Euronext Growth Oslo



Reference is made to the stock exchange announcements by the Company on 30 November, 1 December and 6 December 2022 regarding Benchmark's contemplated private placement of new shares (the "Private Placement") and the contemplated retail offering of new shares (the "Norwegian Retail Offering") in the Company.


The Company is pleased to announce that it has allocated 35,189,350 new shares under the Private Placement and the Norwegian Retail Offering at a subscription price of NOK 4.50 each, raising gross proceeds of approximately NOK 158 million (equivalent to approximately GBP 13 million) and further that Benchmark is expected to complete the admission of its shares on Euronext Growth Oslo ("Admission") on or about 15 December 2022 (subject to fulfilment of the conditions for Admission).


The purpose of the Private Placement and the Norwegian Retail Offering is to fulfil the free float Admission requirements and the net proceeds will be used for general corporate purposes. Benchmark's application for Admission was approved by Oslo Børs on 5 December 2022, conditional upon fulfilment of 10% spread of share ownership and minimum NOK 300 million free float in Euronext Securities Oslo (the "VPS"). The Company expects to fulfil these conditions taking into account, in aggregate, the shares issued in connection with the Private Placement, the Norwegian Retail Offering, and the undertakings of certain existing shareholders to move across part or all of their shares in the Company from UK CREST to VPS. The Private Placement and the Norwegian Retail Offering will not be completed until a sufficient number of existing shares have been registered in the VPS. In the event of a delay or failure by existing shareholders to move their shares to the VPS, the settlement of the Private Placement and the Norwegian Retail Offering, and hence the Admission, may be delayed, or ultimately cancelled.


Notification of allocation in the Private Placement and in the Norwegian Retail Offering, including settlement instructions, will be sent to investors on or about 7 December 2022. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 15 December 2022. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement entered into between the Company and the Managers and a share lending agreement (the "Share Lending Agreement") entered into between the Company, the Managers and Ferd AS ("Ferd"). The payment date in the Norwegian Retail Offering is 14 December 2022, and the offer shares will be delivered to the VPS accounts of subscribers in the Retail Offering who have paid on or about 15 December 2022. Investors in the Private Placement and Retail Offering having access to investor services through their VPS manager, will be able to check the number of offer shares allocated to them from 10:00 CET on 7 December 2022. The Managers may also be contacted for information regarding allocations.


Completion of the Private Placement and the Norwegian Retail Offering is conditional upon (i) the Company's satisfaction of the conditions for Admission, including a 10% free float requirement in the VPS; (ii) issuance of the New Shares (as defined below) being validly made; and (iii) payment being received for, and the New Shares being validly issued and the shares transferred from Ferd to the Managers pursuant to the Share Lending Agreement being registered in applicable registers including the VPS.


Allocated shares in the Private Placement and the Retail Offering shall not be tradeable until the first day of Admission and timely payment. 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 shares of the Company are enabled for settlement in the UK CREST system to facilitate existing trading on the AIM Market of the London Stock Exchange ("AIM"). In order to facilitate a secondary registration of shares in the VPS, the Company will utilise a CSD-link to allow for the shares in the Company to be traded on Euronext Growth Oslo. The shares to be delivered in the Private Placement and the Retail Offering will be registered in the VPS to enable trading on Euronext Growth Oslo, in addition to a number of existing shares which are expected to be transferred from CREST to VPS. In connection with the Admission, it is anticipated that approximately 80% of the Company's shares will be registered in the VPS and tradable on Euronext Growth Oslo in due course (incl. the shares delivered pursuant to the Private Placement, the Retail Offering and the transfer of certain existing shares from UK CREST to VPS by certain existing shareholders of the Company, including the majority shareholders Ferd, Kverva Finans AS and JNE Partners LLP), although this percentage may fluctuate from time to time as shareholders may choose to transfer their shareholdings between CREST or VPS.



Related Party Transaction


The Company has entered into the Share Lending Agreement, pursuant to which Ferd has committed to lend to the Managers up to 35,189,350 existing shares in the Company in order to facilitate timely settlement to the investors in the Private Placement and the Retail Offering. Ferd is a substantial shareholder of the Company (within the meaning of the AIM Rules). In accordance with the Share Lending Agreement and pre-funding agreement referred to above, the Managers have agreed to subscribe for 35,189,350 new shares at NOK 4.50 per share ("New Shares"), on behalf of the investors being allocated shares in the Private Placement and the Retail Offering, and direct that such New Shares are issued to Ferd to satisfy their obligation to re-deliver the 35,189,350 borrowed shares.

Ferd has, subject to the conditions for completion, agreed to subscribe for 6,549,358 shares pursuant to the Private Placement.


The Share Lending Agreement, when aggregated with the participation of Ferd in the Private Placement and the participation of Ferd in the Company's green bond issue, as announced on 16 September 2022, constitutes a related party transaction under the AIM Rules. The independent Directors (being all Directors of the Company other than Kristian Eikre, who is co-head of Ferd Capital) consider, having consulted with Numis, the Company's nominated adviser, that the terms of the related party transaction are fair and reasonable in so far as the shareholders of the Company are concerned.


In addition, Kverva Finans AS, JNE Partners LLP and Laura Lavers (who has been appointed as a Director conditional on the Euronext Growth Admission) have, subject to the conditions for completion, agreed to subscribe for 7,528,906, 6,897,811 and 530,000 shares respectively pursuant to the Private Placement.


In compliance with the Company's AIM listing, an application has been made for the New Shares to be admitted to trading on AIM. It is expected that such admission will become effective on 14 December 2022 and that dealings for normal settlement in the New Shares will commence on AIM at 8.00 a.m. on 14 December 2022. The New Shares will, when issued and fully paid, rank pari passu in all respects with the shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Please note that the New Shares and existing shares will, subject to completion be admitted to trading on Euronext Growth Oslo.


The Company's share capital following completion of the issue of the New Shares will be GBP 739,153.148 divided into 739,153,148 shares, each with a nominal value of GBP 0.001.


DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as joint global coordinators and joint bookrunners, managers and receiving agents (together the "Managers") in the Private Placement and the Retail Offering. Advokatfirmaet Wiersholm AS and Travers Smith LLP are acting as legal counsels to the Company, while Advokatfirmaet BAHR AS are acting as legal counsels to the Managers.


For further queries, please contact:


Via 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 mission-critical 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


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 Manager nor any of its 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 Manager nor any of its 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 6 December 2022 at the time set out above.


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