TIDMBMK
RNS Number : 6110J
Benchmark Holdings PLC
14 December 2022
14 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN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")
Conditions for completion of private placement and Norwegian
retail offering fulfilled and registration of new share capital
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") and the stock exchange announcement dated 13 December
2022 confirming that sufficient shares have been moved from UK
CREST to VPS 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.
The Company hereby announces that 35,189,350 new shares have
been issued by the Company and admitted to trading on the AIM
market of the London Stock Exchange, thereby fulfilling the
remaining condition for completion of the Private Placement and the
Norwegian Retail Offering.
Trond Williksen, Chief Executive of Benchmark commented:
"We are pleased to have successfully completed our Private
Placement and the Norwegian Retail Offering, to commence our dual
listing on AIM and Euronext Growth Oslo. The funds raised both
fulfil the free float Admission requirements for the latter, whilst
also providing additional resources to underpin the positive
momentum we are seeing in the business. I welcome our new Norwegian
shareholders and look forward to reporting further progress in
2023."
The share capital of the Company following the issue is GBP
739,153.148 divided into 739,153,148 validly and legally issued and
fully paid up ordinary shares, each with a par value of GBP 0.001.
The total number of voting rights in the Company as of 14 December
2022 is therefore 739,153,148 and this figure may be used by
shareholders as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the Company under the UK Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
The Private Placement will be settled by the Managers (as
defined below) 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. 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's shares are expected to commence trading on
Euronext Growth Oslo on or about 15 December 2022.
Please refer to the forms attached, in accordance with MAR
article 19, for information regarding the allocation of shares to
Ferd and the redelivery of the shares lent by Ferd to the Managers
as part of the share lending agreement.
http://www.rns-pdf.londonstockexchange.com/rns/6110J_1-2022-12-13.pdf
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.
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.
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END
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