TIDMBMK
Benchmark Holdings PLC
06 December 2022
Last day of bookbuilding period for the Private Placement and
application period in the Norwegian Retail Offering
6 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN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 DEPENCIES, 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 OF THE
PRESS RELEASE.
Benchmark Holdings plc
("Benchmark", the "Company" or the "Group")
Last day of bookbuilding period for the Private Placement and
application period in the Norwegian Retail Offering
Reference is made to the announcement by the Company on 30
November 2022 regarding the terms of a contemplated private
placement of shares (the "Private Placement") and retail offering
(the "Norwegian Retail Offering") in connection with the admission
to trading of the Company's shares on Euronext Growth Oslo.
Reference is further made to the two announcements by the Company
on 1 December 2022 of the start of the bookbuilding period for the
Private Placement, application period for the Norwegian Retail
Offering and publication of a Norwegian national prospectus; and on
the status of the bookbuilding process.
The bookbuilding period for the Private Placement and the
application period for the Norwegian Retail Offering will expire at
17:30 hours (CET) today, 6 December 2022.
Further details of the Norwegian Retail Offering and the terms
thereof are set out in the national prospectus dated 30 November
2022, which, subject to regulatory restrictions in certain
jurisdictions, is available at
www.benchmarkplc.com/investors/oslo-listing/ and on the websites of
each of DNB Markets, a part of DNB ASA at www.dnb.no/emisjoner and
Pareto Securities AS at www.paretosec.com/transactions .
The capitalised terms used in this announcement have the meaning
set out in the "Private Placement and Retail Offering" announcement
made by the Company at 7.01 a.m. GMT on 30 November 2022.
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS
are acting as joint global coordinators and joint bookrunners in
the Private Placement. 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: +44 20 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 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.
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END
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