REG - Benchmark Hlgs PLC - Notice of GM

Benchmark HoldingsAnnouncement

26/11/2024 15:00

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RNS Number : 7347N  Benchmark Holdings PLC  26 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

 FOR IMMEDIATE RELEASE   26 November 2024

 

Benchmark Holdings plc

 

Notice of General Meeting to approve the Disposal

 

Benchmark Holdings plc ("Benchmark" or the "Company"), a market leading
aquaculture genetics, specialist nutrition, and health business, announces,
that further to the announcement made on 25 November 2024, a circular
("Circular") containing the notice of a general meeting ("General Meeting")
and related form of proxy have been posted to shareholders today.

 

In view of the size of the Genetics Business, relative to the Company, the
Disposal will result in a fundamental change of business of the Company for
the purpose of Rule 15 of the AIM Rules and it is therefore conditional upon
the approval of Shareholders, amongst other matters.

 

Accordingly, the approval will be sought at the General Meeting of the Company
to be held on 16 December 2024 at 11 a.m. (UK time) at the offices of DLA
Piper UK LLP at 160 Aldersgate Street, London EC1A 4HTU.

 

A copy of the Circular containing the notice of the General Meeting and an
accompanying form of proxy have also been sent to those beneficial holders
whose ordinary shares are registered in the name of Euroclear Nominees as
custodian for DNB Bank ASA ("DNB") and are held by DNB as nominee in The
Norwegian Central Securities Depository (Euronext Securities Oslo) ("ESO
shareholders"). Details of how ESO shareholders can ensure their vote is cast
at the General Meeting are set out in the Circular and the accompanying form
of proxy for ESO shareholders.

 

The Circular containing the notice of the General Meeting has also been made
available on the Company's website at
https://www.benchmarkplc.com/investors/documents-circulars/
(https://www.benchmarkplc.com/investors/documents-circulars/) .

 

Certain shareholders have irrevocably undertaken to vote or procure to vote in
favour of the resolution to be proposed at the General Meeting in respect of
526,403,136 ordinary shares in the Company, in aggregate representing
approximately 71.16 per cent. of the issued ordinary share capital of the
Company as at 25 November 2024 (being the latest practicable date prior to
the date of this announcement).

 

In light of the level of irrevocable undertakings received, it is expected
that the resolution will be passed at the General Meeting and that this
condition therefore will be satisfied.  Shareholders are reminded that the
Disposal is also conditional upon receipt of merger control and foreign
investment clearances with Completion expected during the first quarter of
2025.

 

Unless otherwise defined, terms used in this announcement shall have the same
meanings as those defined in the announcement issued by the Company on 25
November 2024 in relation to the Disposal of the Genetics Business.

 

Enquiries:

For further information please contact:

 

 Benchmark Holdings plc                                             Tel: 0114 240 9939
 Ivonne Cantu, Investor Relations

 Evercore (Financial Adviser to Benchmark)                          Tel: 020 7653 6000
 Julian Oakley, Simon Elliott, Julien Baril

 Rabobank (Financial Adviser to Benchmark)                          Tel: +31 30 7122755

 Reinier Henneman, Hans Pronk, Benny Vossen

 Deutsche Numis (Broker and NOMAD to Benchmark)                     Tel: 020 7260 1000
 Freddie Barnfield, Duncan Monteith, Sher Shah

 MHP Group (Press Enquiries)                                        Tel: 020 3128 8004
 Katie Hunt, Reg Hoare                                              benchmark@mhpgroup.com

 

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 many of the major aquaculture species -
salmon, shrimp, sea bass and sea bream, and tilapia, in all the major
aquaculture regions around the world.  Find out more at www.benchmarkplc.com
(http://www.benchmarkplc.com)

 

OTHER NOTICES

 

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.  The release, publication or distribution of this
announcement in whole or in part, directly or indirectly, in, into or from
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions should inform themselves about and observe such restrictions.

 

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority ("FCA") in the UK, is acting
exclusively as financial adviser to Benchmark and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than Benchmark for providing the protections afforded to clients
of Evercore nor for providing advice in connection with the matters referred
to herein.  Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein, any offer or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Evercore by the Financial Services and Markets Act 2000, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with Benchmark or the matters described in this document.  To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

 

Coöperatieve Rabobank U.A., acting through its Corporate Finance Advisory
M&A department, is supervised by the European Central Bank (ECB) and is
acting as exclusive financial adviser to Benchmark and to no other party in
relation to the matters described in this announcement. Coöperatieve Rabobank
U.A. is not responsible or liable to any other person in relation to the
matters described in this announcement and third parties shall have no (direct
or indirect) rights against Coöperatieve Rabobank U.A.

 

Numis Securities Limited (trading as "Deutsche Numis") is authorised and
regulated by the FCA in the UK and is acting as nominated adviser to the
Company and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Deutsche Numis nor for
providing advice in connection with the matters referred to herein. Neither
Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with the matters set out in this announcement.

 

 

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