TIDMBMK
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.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN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" 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 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 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 .
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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END
IOEUPGBGPUPPGRQ
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December 06, 2022 13:21 ET (18:21 GMT)
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