TIDMBMK
RNS Number : 0040I
Benchmark Holdings PLC
30 November 2022
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN
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OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" AT THE 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.
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END
IOEURRRRUNUAORA
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