REG - Benchmark Hlgs PLC - Update on Conditions, Tender Offer and Timetable

Benchmark HoldingsAnnouncement

Today 07:00

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RNS Number : 0792P  Benchmark Holdings PLC  01 July 2025

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

FOR IMMEDIATE RELEASE

1 July 2025

Benchmark Holdings plc

("Benchmark" or the "Company")

Update on Conditions, Opening of Tender Offer and Expected Timetable

On 23 May 2025, the Company announced its proposals for the return of the vast
majority of the net proceeds from the completion of its disposal of the
Genetics Business to Shareholders, the proposed cancellation of the admission
to trading of its Ordinary Shares on (i) AIM, a market operated by the London
Stock Exchange, and (ii) Euronext Growth Oslo (the "De-Listings"), and the
proposed re-registration of the Company as a private limited company, together
the "Proposals".

The circular in relation to the Proposals was posted to Shareholders on 23 May
2025 and has been published on the Company's website
at https://www.benchmarkplc.com/investors/delisting
(https://protect.checkpoint.com/v2/___https:/www.benchmarkplc.com/investors/delisting___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1NWYzODFjNDY0YzdiZjRlNzRmZTJjYmMzNmUzZjJiYjo2Ojg4OGY6NWE3OWEwZTkyOWZmZDFkMWY2NmMwNzZhNjlmY2I2YTBmYjhhOWQ4ODMxYjBjMWY5YWY3MTY2Y2I2OWRkNTY4YTpwOkY6Tg)
 and at the following
link: http://www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf
(https://protect.checkpoint.com/v2/___http:/www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1NWYzODFjNDY0YzdiZjRlNzRmZTJjYmMzNmUzZjJiYjo2OmU0ZDU6MWE4YjhiMzQ1YjljMzFhZDcwYWQ2NDhiMTAwN2MyMzI4NzgxMmYzZTA4YWZlZDg2NTc1Yjc3ZmQyYTUwM2MzNTpwOkY6Tg)
(the "Circular").

Capitalised terms used but not otherwise defined in this announcement (the
"Announcement") have the meanings set out in the Circular. All references to
times in this Announcement are to London, United Kingdom times, unless
otherwise stated.

Update on Conditions

On 18 June 2025, the Company announced that all resolutions proposed at the
General Meeting held at 12.00 noon (UK time) on that date were duly passed by
shareholders voting on a poll, thereby approving the Proposals.

The Company is now pleased to announce that Euronext Oslo Børs has approved
the cancellation of trading of the Company's ordinary shares on Euronext
Growth Oslo (the "Norwegian Approval"). Following the receipt of the Norwegian
Approval, the Tender Offer will open at 1.00 p.m. (London time) on 3 July 2025
and will remain open for 21 calendar days.

The effective date for the delisting from Euronext Growth Oslo remains subject
to the Company submitting documentation confirming completion of the Tender
Offer. Euronext Oslo Børs will thereafter decide on and publish the last day
of trading but is expected to be forthcoming within 5 Business Days from the
completion of the settlement process in respect of the Tender Offer.

Next Steps and Expected Timetable

The date of the last day of trading on Euronext Growth Oslo and the effective
date of the delisting from Euronext Growth Oslo remain subject, as noted
above, to confirmation of completion of the Tender Offer. Once Euronext Oslo
Børs publishes these dates, the Company will notify Shareholders accordingly.

Accordingly, the expected last day of dealings in the Ordinary Shares on
Euronext Growth Oslo and AIM and the expected effective date for the
De-listings have not yet been determined and therefore only indicative dates
are included in the expected timetable set out below and these dates are
subject to change.

The Company will give adequate notice of any change(s) by issuing an
announcement through a Regulatory Information Service (with such announcement
also being made available on the Company's website at
https://www.benchmarkplc.com/investors/
(https://www.benchmarkplc.com/investors/) ) and, if required, send notice of
the change(s) to Shareholders and, for information rights, other persons with
information rights and participants in the Share Option Schemes. Further
updates to these details will be notified in the same way.

The expected timetable of principal events for the implementation of the
Proposals is set out below. These dates and times are indicative only and are
subject to change.

 Event                                                                           Time and/or date
 Tender Offer opens                                                              3 July 2025
 Stop in cross border transactions                                               10 July 2025
 Latest time and date for receipt of the DNB Tender Forms by DNB                 8.00 a.m. (CEST time) / 7.00 a.m. (London time) on 17 July 2025
 Election Return Time for the Tender Offer, being the latest time and date for   1.00 p.m. on 24 July 2025
 receipt of Tender Forms and settlement of TTE Instructions in relation to the
 Tender Offer
 Tender Offer Record Date                                                        6.00 p.m. on 24 July 2025
 Announcement of the results of the Tender Offer                                 25 July 2025
 Expected purchase of Ordinary Shares under the Tender Offer                     29 July 2025
 CREST accounts credited in respect of revised holdings of Ordinary Shares       by 29 July 2025
 following the Tender Offer
 CREST accounts credited with Tender Offer proceeds                              by 31 July 2025
 Transfer of Tender Offer proceeds in GBP through CREST to DNB for settlement    by 31 July 2025
 to VPS Shareholders
 Execution of FX GBP/NOK                                                         Same day as the transfer of funds from CREST to DNB if during normal opening
                                                                                 hours - if not, FX will happen the following day
 Payment of Tender Offer proceeds in NOK to VPS Shareholders                     2 Business Days after FX is executed
 Despatch of cheques in respect of Tender Offer proceeds for certificated        by 7 August 2025
 Ordinary Shares
 Share certificates dispatched in respect of revised holdings of Ordinary        by 7 August 2025
 Shares following the Tender Offer
 Expected last day of dealings in the Ordinary Shares on AIM                     a date expected to be on or around 14 August 2025 and to be aligned with the
                                                                                 last day of dealings day on Euronext Growth Oslo
 Expected last day of dealings in the Ordinary Shares on Euronext Growth Oslo    a date expected to be on or around 14 August 2025 and to be announced by
                                                                                 Euronext Oslo Børs following confirmation of completion of the Tender Offer
 Expected cancellation of admission of the Ordinary Shares to trading on AIM     7.00 a.m. on the Business Day following the last day of dealings in the
                                                                                 Ordinary Shares on AIM
 Expected effective date for the delisting of the Ordinary Shares from trading   8.00 a.m. on (CEST time) on the Business Day following the last day of
 on Euronext Growth Oslo                                                         dealings in the Ordinary Shares on Euronext Growth Oslo
 Expected date of filing the Re‑Registration at Companies House                  following the implementation of the Proposals
 Long-Stop Date                                                                  11.59 p.m. on 31 December 2025

 

 

Enquiries

 Benchmark Holdings plc                                                benchmark (mailto:benchmark@mhpgroup.com) @ (mailto:benchmark@mhpgroup.com) mh

Trond Williksen, CEO                                                 (mailto:benchmark@mhpgroup.com) pg (mailto:benchmark@mhpgroup.com) roup.com

                                                                     (mailto:benchmark@mhpgroup.com)
 Ivonne Cantu, Investor Relations

 Strand Hanson Limited (Nominated & Financial Adviser and Broker)      +44 (0) 20 7409 3494

 Christopher Raggett

 James Dance

 Matthew Chandler

 Rob Patrick

 MHP Group (Press Enquiries)

 Katie Hunt                                                            +44 7831 406117

 Reg Hoare                                                             benchmark (mailto:benchmark@mhpgroup.com) @ (mailto:benchmark@mhpgroup.com) mh

                                                                     (mailto:benchmark@mhpgroup.com) pg (mailto:benchmark@mhpgroup.com) roup.com
                                                                       (mailto:benchmark@mhpgroup.com)

The person responsible for arranging the release of this announcement on
behalf of the Company is Ivonne Cantu, Investor Relations.

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 advanced nutrition and health which improve yield, growth and
animal health and welfare. Find out more at www.benchmarkplc.com
(https://protect.checkpoint.com/v2/___http:/www.benchmarkplc.com/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzplOTlhMGVjNTMxOTEwZmU4Y2FjOTBkMGQyYmE5MmJkMjo2OjUyMmY6M2UxNTA5ZWZhMDljNWM0YzliZDMxMDgzMmRiNGU2YWEwZDk0NmUyNDRiZTk5ZDkxYjQ1OTEwNWMxNmI4YmM0MjpwOlQ6Tg)

PUBLICATION ON A WEBSITE

A copy of this announcement will be made available
at https://www.benchmarkplc.com/
(https://protect.checkpoint.com/v2/___https:/www.benchmarkplc.com/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1ZTc4ZjRiZDQzODBmMDFlMDhkMTM4ZDAyNmEzZmIyOTo2OmQ4MDk6MGZiY2I3ZGIwNDg5ODQ2N2Q2OWQyYTRkYTgzZWRmZGRiZWE2NWJkN2Q3ODc4NWU0MzkyMGI4MjBmNjQ5MTZmNzpwOlQ6Tg)
 no later than 12:00 noon (London time) on 2 July 2025 (being the next
business day following the date of this announcement) in accordance with Rule
26.1 of the Takeover Code.  The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

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.

Strand Hanson Limited ("Strand Hanson") is authorised and regulated by the
Financial Conduct Authority in the UK and is acting as financial and
nominated adviser and broker 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 Strand Hanson nor for providing advice in connection with the
matters referred to herein. Neither Strand Hanson 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 Strand Hanson in connection with the matters set out in
this announcement.

DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.  An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s).  An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10(th) business day following the
announcement in which any securities exchange offeror is first identified.
 Relevant persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror.  A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8.  A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of
the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk
(https://protect.checkpoint.com/v2/___http:/www.thetakeoverpanel.org.uk/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1ZTc4ZjRiZDQzODBmMDFlMDhkMTM4ZDAyNmEzZmIyOTo2OjViY2I6YjExNWYwYjlkNmJlYmIzNzE4NWRhNDA4OTI4ZjVmMjhkNTU4ZDU0NzJmOTczNTUzYWQxNzYxMmNjMTQ0OGQyZjpwOlQ6Tg)
, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

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