Sufficient number of shares in VPSSource: RNS
13 December 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF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")
Sufficient number of shares in VPS ahead of admission on Euronext Growth Oslo
Reference is made to the stock exchange announcement dated 6 December 2022 regarding the successful placement of 35,189,350 new shares in the Company, raising gross proceeds of approximately NOK 158 million (the "Private Placement" and the "Norwegian Retail Offering"), subject to fulfilment of certain conditions for Admission, one of which is the successful transfer of shares to VPS to meet free float requirements for the Company's admission on Euronext Growth Oslo.
The Company is pleased to announce that sufficient shares have been moved from UK CREST to VPS, by certain existing shareholders, including the shares subject to the Share Lending Agreement (as defined below) from Ferd AS ("Ferd"), or have been placed with free float qualifying investors in VPS pursuant to the Private Placement and the Norwegian Retail Offering, to meet the conditions for admission to trading on Euronext Growth Oslo, including the 10% free float requirement.
Completion of the Private Placement and the Norwegian Retail Offering remains conditional upon the issuance of the new shares and their admission to trading on AIM, which is expected to take place on 14 December 2022.
As set out in the Company's announcement dated 6 December 2022, the Company has entered into the share lending agreement (the "Share Lending Agreement"), with Ferd as lender and the Managers as borrowers, to facilitate timely settlement to the investors in the Private Placement and the Norwegian Retail Offering. Ferd has today lent 35,189,350 shares to the Managers in accordance with the terms of the Share Lending Agreement. Please refer to the form attached hereto for more information regarding this transaction in accordance with MAR article 19.
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.
See Notification of transactions by Person Closely Associated with Person Discharging Managerial Responsibilities in Benchmark Holdings plc:
For further queries, please contact:
Via firstname.lastname@example.org to:
Chief Executive Officer
Chief Financial Officer
MHP tel: + 44 20 3128 8004
Numis (Broker and NOMAD)
James Black, Freddie Barnfield, Duncan Monteith
Tel: 020 7260 1000
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 www.benchmarkplc.com.
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.