REG - Benchmark Hlgs PLC - Update on Return of Capital and Proposed Delisting

Benchmark HoldingsAnnouncement

23/05/2025 07:15

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RNS Number : 9520J  Benchmark Holdings PLC  23 May 2025

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 OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 FOR IMMEDIATE RELEASE.

 

23 May 2025

 

Benchmark Holdings plc

 

Update on Return of Capital

Intention to Cancel Admission to Trading on AIM and Euronext Growth Oslo

Appointment of Nominated Adviser and Broker

Directorate Changes and AIM Rule 17 Updates

Proposed Re-Registration

Notice of General Meeting

Further to its announcement of 16 April 2025, Benchmark Holdings plc
("Benchmark", the "Group" or the "Company") is pleased to announce 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 Proposals are subject to Shareholder approval at a General Meeting and to
the approval of the cancellation to trading of the Company's Ordinary Shares
on Euronext Growth Oslo by the Euronext Oslo (the "Norwegian Approval"). A
circular containing full details of the Proposals and expected timetable of
principal events (the "Circular"), together with certain accompanying
documents, has been published on the Company's website at
https://www.benchmarkplc.com/investors/delisting and is available at the
following link:
http://www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf) , and
will also be sent to shareholders shortly. Unless otherwise defined,
capitalised terms used in this announcement have the same meanings as ascribed
to them in the Circular.

 

Introduction

 

Following the disposal of the Group's Genetics Business, which completed on 31
March 2025, the Company has been assessing how best to return excess capital
to shareholders and position the remaining operating businesses for future
growth. Accordingly, the Company today announces a series of inter-conditional
proposals, namely its intention to:

 

·    cancel the admissions to trading of the Company's Ordinary Shares on
AIM and Euronext Growth Oslo;

·    re-register the Company as a private limited company;

·    provide Qualifying Shareholders with an opportunity to realise all or
some of their investment in the Company by accepting a Tender Offer pursuant
to which the Company will conditionally offer to purchase up to 226,934,325
Ordinary Shares at the Tender Offer Price of 25 pence per Ordinary Share for
an aggregate amount of up to approximately £56.7 million; and

·    provide Shareholders that do not participate in the Tender Offer or
who wish to continue as shareholders in a private limited company, the
opportunity to remain invested and receive a planned special dividend
following successful implementation of the Tender Offer and the De-Listings.

 

Implementation of the Tender Offer, the De-Listings and the Re-Registration,
is conditional, inter alia, upon the applicable Resolutions being passed at
the forthcoming General Meeting to be held at the offices of DLA Piper UK LLP,
160 Aldersgate Street, London EC2A 4HT at 12.00 noon on 18 June 2025 and on
the Norwegian Approval. A formal Notice of General Meeting convening the
General Meeting at which the Resolutions will be proposed is contained in the
Circular.

 

If the Tender Offer does not proceed for any reason, Qualifying Shareholders
will not receive the Tender Offer Price for any of their Ordinary Shares under
the Tender Offer

 

Set out below is further information as to the background to, and reasons for,
the De-Listings, the Tender Offer and the Re-Registration which, together,
comprise the Proposals. Shareholders should note that, if the Tender Offer
Resolution is approved at the General Meeting and all of the Shareholders
other than the Concert Party (Kverva AS, the JNE Funds and FERD AS) were to
tender their holdings of Ordinary Shares in full, the Concert Party would
consolidate its control of the Company, potentially resulting in 100 per cent.
ownership. Accordingly, the Panel is treating the Tender Offer, for the
purposes of the Takeover Code, as being akin to an offer to acquire the entire
issued and to be issued share capital of the Company by the Concert Party, and
the Circular therefore contains certain additional information and disclosures
as required by the Takeover Code and the Panel. Whilst the Panel has granted
certain dispensations, such that the Circular does not need to comply with all
of the content requirements of an offer document, the Company is now regarded
as being in an offer period and the attention of Shareholders is drawn to the
disclosure requirements of Rule 8 of the Takeover Code, which are summarised
below.

 

Background to and reasons for the Tender Offer and the De-Listings

 

The Company realised gross cash proceeds of approximately £194 million from
its disposal of the Genetics Business, excluding any contingent deferred
consideration from the related earn out. The Company has utilised part of
these proceeds to repay its green bond, revolving credit facilities and
associated hedging instruments which in total amounted to approximately £87
million. After making these payments and settling transaction costs in respect
of the Genetics Disposal, the Company currently has available net cash
reserves of £117 million which includes the net proceeds of the Genetics
disposal alongside cash resources to satisfy the working capital needs of the
Remaining Business. Following due assessment of various options by the Board
and consultation with the Company's major shareholders, the Company now
intends to return the vast majority of the net proceeds from the disposal of
the Genetics Business to Shareholders which amount to £95 million through a
combination of the Tender Offer and a planned special dividend following
implementation of the De-Listings, whilst retaining an appropriate level of
working and development/growth capital for the Group's residual operating
businesses and implementation of management's existing near to medium term
business plan.

 

In addition, the Board is of the view that the cost, management resource and
regulatory burden associated with maintaining the admissions to trading of the
Company's Ordinary Shares on AIM and Euronext Oslo Growth outweigh the
benefits of retaining such public quotations, particularly in light of the
reduced scale and specialist nature of the residual Group's operations.
Further information on the reasons for the De-Listings is set out in the
Circular.

 

The Board is mindful that not all Shareholders will be able or willing to
continue to own Ordinary Shares in a private limited company following the
De-Listings. The Tender Offer therefore serves to provide a return of a
significant proportion of the net proceeds from the sale of the Genetics
Business to Qualifying Shareholders whilst affording them the opportunity to
cease their exposure and realise their investment in the Company in full for
cash consideration of 25 pence per Ordinary Share, representing a premium of:

 

·    21.46 per cent. to the volume-weighted average price of 20.6 pence
per Ordinary Share for the one-month period ended on the Latest Practicable
Date;

·    10.60 per cent. to the volume-weighted average price of 22.6 pence
per Ordinary Share for the three-month period ended on the Latest Practicable
Date; and

·    13.64 per cent. to the closing middle-market price of 22.0 pence per
Ordinary Share on the Latest Practicable Date.

 

In addition, adjusting each of the Tender Offer Price of 25 pence per share
and the Company's closing middle-market price of 22.0 pence per share on the
Latest Practicable Date for the Company's existing cash resources of £117
million (or 15.8 pence per share), the Tender Offer Price represents an 48.33
per cent. premium to the ex-cash equity value of the Company.

 

Through the Tender Offer, which will be financed from the Group's existing
cash resources, the Company will return up to £56.7 million of the net
proceeds from the disposal of the Genetics Business to Qualifying
Shareholders.

 

The members of the Concert Party have irrevocably committed to vote in favour
of all of the Resolutions, and not to accept the Tender Offer in respect of
their aggregated holding of 526,403,136 Ordinary Shares (representing
approximately 71.0 per cent. of the Company's issued share capital as at the
Latest Practicable Date), to afford minority Shareholders the opportunity to
tender up to their entire interest in the remaining Ordinary Shares, for cash
consideration, should they so choose. Depending on the level of take-up of the
Tender Offer by Qualifying Shareholders, the resultant aggregate holding of
the Concert Party could increase to up to 100 per cent. of the Company's
issued share capital. Accordingly, as noted above, the Proposals are being
treated as akin to an offer under the Takeover Code.

 

Reasons for the De-Listings

 

In light of the persistent and sustained low liquidity in the Company's
tightly held Ordinary Shares, as well as the high costs involved in
maintaining the admissions to trading on two exchanges relative to the size of
the residual Group and its remaining operations, the Board has carefully
considered and evaluated over an extensive period of time the benefits and
drawbacks to the Company of retaining the admissions to trading of its
Ordinary Shares on both AIM and Euronext Growth Oslo. The Board has now
concluded that the drawbacks outweigh the benefits such that the De-Listings
are in the best interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Board has considered the following key factors:

 

·    the estimated annual cost savings achievable from the De-Listings and
Re-Registration, which are approximately £2.4 million;

·    the management time and the legal and regulatory burden associated
with maintaining the admissions to trading of the Company's Ordinary Shares on
AIM and Euronext Growth Oslo which, in the Directors' opinion, is
disproportionate to the benefits of the quotations with such resources better
deployed or redirected to the growth and development of the residual Group's
operations;

·    the current levels of liquidity in the Company's Ordinary Shares do
not offer investors the opportunity to trade in meaningful volumes or with
frequency within an active market. The lack of liquidity also undermines the
benefits of the listings. In this regard, the Directors note that over the
past 12 months the average daily volume of trading in the Ordinary Shares on
both exchanges as a proportion of the Company's issued share capital was only
0.02 per cent.;

·    as a consequence of the limited liquidity, small trades in the
Company's Ordinary Shares can have a significant and disproportionate impact
on its share price and prevailing market valuation which, the Directors
believe, in turn has a materially adverse impact on: (i) the Company's status
within its industry; (ii) the perception of the Company among its customers,
suppliers and other partners and stakeholders; (iii) staff morale; and (iv)
the Company's ability to seek appropriate financing or realise an appropriate
value for any further material future disposals; and

·    the admission to trading of the Company's Ordinary Shares on the two
exchanges is no longer aligned with the Company's current strategy, which is
to operate the Company's continuing businesses with a primary focus on
realising further value for Shareholders. Following the disposal of its
Genetics Business, the Company has embarked on an initiative seeking to
significantly streamline its corporate organisation which is expected to
result in approximately £5.6 million of annualised cost savings. Together
with the abovementioned savings from the proposed De-Listings of £2.4
million, this equates to overall estimated savings of approximately £8
million per annum.

The Proposals are all inter-conditional such that if any of the Resolutions
are not passed by Shareholders and/or if the Norwegian Approval is not granted
for any reason, none of the Tender Offer, the De-Listings or the
Re-Registration will proceed.

 

Effects of the De-Listings

 

The principal effects of the De-Listings are that:

·    there will no longer be a recognised market mechanism enabling
Shareholders to trade their Ordinary Shares;

·    while the Ordinary Shares will remain transferable, subject to the
restrictions and provisions set out in the Shareholders' Agreement and the New
Articles, the Company does not intend to implement an off-market trading
facility, such that the liquidity and marketability of the Ordinary Shares
will be further constrained than at present and the value of such shares may
be adversely affected as a consequence. Further details of the contractual
restrictions on share transfers are set out in the Circular;

·    in the absence of formal market quotations, it will be more difficult
for Shareholders to determine the market value of their investment in the
Company at any given time;

·    any Shareholder who does not accept the Tender Offer may find it
difficult to sell their Ordinary Shares after the Tender Offer closes and the
De-Listings and Re-Registration take effect. Furthermore, there is no
guarantee that the Company or any other purchaser will be willing to buy
Ordinary Shares after the Tender Offer has closed;

·    certain shareholders may not be permitted to hold shares in a private
limited company and therefore may have no practical option other than to
accept the Tender Offer in respect of all of their current holding of Ordinary
Shares interests;

·    the regulatory and financial reporting regimes applicable to
companies whose shares are admitted to trading on (i) AIM and (ii) Euronext
Growth Oslo will no longer apply and the Company will no longer be subject to
the Market Abuse Regulation, regulating inside information, or the Disclosure
and Transparency Rules and will therefore no longer be required to, inter
alia, disclose significant shareholdings in the Company;

·    Shareholders will no longer be afforded the protections given by the
Euronext Growth Rule Book or the AIM Rules, such as the requirement to be
notified of certain events, AIM Rule 26 (requirement to provide certain
information on the Company's website) and the requirement for the Company to
seek shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business;

·    certain regimes, including the Companies Act, will continue to apply
and afford shareholders certain protections. Further details are set out in
the Circular;

·    the levels of transparency and corporate governance within the
Company may not be as stringent as for a company quoted on (i) AIM or (ii)
Euronext Growth Oslo;

·    Strand Hanson will cease to be the Company's nominated adviser and
the Company will cease to retain a broker; whilst the Company's CREST facility
will remain in place immediately post the De-Listings, the Company's CREST
facility may be cancelled in the future. Although the Ordinary Shares will
remain transferable subject to the restrictions contained in the New Articles,
they will at that point cease to be transferable through CREST. In this
instance, Shareholders who hold Ordinary Shares in CREST will receive share
certificates;

·    the various holders of a beneficial interest in the Ordinary Shares
registered in the name of Euroclear Nominees Limited as custodian for DNB and
held by DNB as nominee in The Norwegian Central Securities Depository
(Euronext Securities Oslo), will receive share certificates;

·    stamp duty will become payable on transfers of Ordinary Shares as
going forwards the Ordinary Shares will no longer be traded on AIM; and

·    the De-Listings may have personal taxation consequences for
Shareholders. For those Shareholders that hold Ordinary Shares through an ISA,
see further details below. Shareholders who are in any doubt about their
individual tax position should consult their own professional independent tax
adviser without delay.

 

Shareholders should also note that the Takeover Code will continue to apply to
the Company for a period of two years following the De-Listings and
Re-Registration.

The Company will also continue to be bound by the Companies Act (which
requires shareholder approval for certain matters) following the De-Listings
and the Re-Registration.

 

The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely individual impact of the
Proposals on them.

 

Overview of the Continuing Businesses and Current Trading

 

Following the disposal of the Genetics Business, the Group's remaining
operations comprise its Advanced Nutrition and Health businesses. The
corporate function, which has historically managed and supported the Group in
centralised areas including finance, marketing and HR, has been streamlined by
management following the disposal of the Genetics Business and is intended to
be substantially eliminated following implementation of the Proposals.

 

Advanced Nutrition

 

Advanced Nutrition, which trades under the INVE brand, is a leading provider
of specialist early-stage nutrition, health and environmental products and
solutions to the global shrimp and marine fish aquaculture sector. Early-stage
nutrition and health play a critical role in the development of fish and
shrimp and Advanced Nutrition's products and solutions contribute to improving
productivity and fish and shrimp health and welfare for aquaculture producers.

 

Through a global footprint and distribution network, Advanced Nutrition serves
more than 500 customers in over 60 countries. The Board believes Advanced
Nutrition to be a global thought leader and innovator in its sector. Its broad
portfolio of products and solutions has been developed through 40 years of
innovation. There are three main product areas: (i) live feed (Artemia) and
artemia technologies; (ii) specialist diets; and (iii) health products,
including probiotics and environmental solutions. For its financial years
ended 30 September 2024 and 30 September 2023, Advanced Nutrition delivered
revenues of £75.9 million and £78.5 million respectively and an Adjusted
EBITDA of £14.4 million and £18.4 million respectively, which represents an
Adjusted EBITDA margin, excluding corporate charges, of 21 per cent. and 26
per cent., respectively. The strategy for the business is to maintain its
leading position in artemia and artemia technologies whilst focusing on new
diets, health solutions and technologies that increase the yield for
aquaculture producers. At the same time, it will continue to look for ways to
improve the efficiency of its operations, develop new markets and increase
penetration in its existing markets.

 

Health

 

The Health business is a leader in medicinal sea lice solutions for salmon.
Sea Lice is one of the biggest sustainability challenges in salmon production
and Health provides solutions as part of the toolbox used by salmon producers
to mitigate the impact of sea lice. The Company has two medicinal solutions:
(i) Salmosan® Vet and (ii) Ectosan® Vet used which is used with the
CleanTreat® purification system. Following a restructuring in 2024, Health is
focused on the delivery of Salmosan® Vet and Purisan® and is profitable and
cash generative. In 2024, the Company paused delivery of Ectosan® Vet and
CleanTreat® in order to develop a more economically viable land-based
business model.

 

For its financial years ended 30 September 2024 and 30 September 2023, Health
delivered revenues of £14.5 million and £25.5 million respectively and an
Adjusted EBITDA of £2.1 million and £4.8 million respectively, which
represents an Adjusted EBITDA margin excluding corporate charges of 18 per
cent. and 23 per cent., respectively. The strategy for Health is to maintain
its position in sea lice medicinal treatments through Salmosan® Vet and
Purisan® and to continue to develop the land based infrastructure solution
for Ectosan® Vet and CleanTreat® which if successful represents significant
upside potential.

 

Current trading and prospects

 

On 28 February 2025, the Company announced its unaudited results for the three
months ended 31 December 2024, which constitute the first quarter for its FY25
and are available on the Company's website at:
https://www.benchmarkplc.com/investors/reports-presentations/
(https://protect.checkpoint.com/v2/___https:/www.benchmarkplc.com/investors/reports-presentations/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1ZTc4ZjRiZDQzODBmMDFlMDhkMTM4ZDAyNmEzZmIyOTo2OmFhYjM6MDgzNGNkMjE5NzMxYmQwYWEwNjYwNzhkZjg0NWNlZGJhZmQ4MWU4YTM0NThkMzAzYmYzZWQzMTU0YjM4ZmU4NTpwOlQ6Tg)
. The Company included restated figures for Q1 FY24 following the disposal of
the Genetics business in FY24. The figures shown for the continuing business
exclude Genetics and include Group corporate costs previously allocated to
Genetics.

 

The Company intends announce results for the six months ended 31 March 2025 on
12 June 2025 and expects to report revenues of approximately £40.6 million,
reflecting a solid performance in Advanced Nutrition with an improvement in
product mix and continuing good performance in Health, resulting in stronger
Q2 2025 results.

 

Moving on to the second half of the year, the Company is actively assessing
the impact from the tariffs imposed by the US government on some of the key
aquaculture producing countries. In the near term, the uncertainty and
potential economic impact of the tariffs have caused producers to take a more
cautious approach which may adversely impact the Company in the second half of
the year. The Company is assessing potential steps to mitigate the impact of
this development.

 

For the longer term and more fundamentally, Benchmark has two well-positioned
businesses capable of delivering attractive margins and shareholder returns
and the Group's anticipated cost savings will be seen in their full effect
through to its FY26.

 

Board Changes

 

With respect to the composition of the Board, it is intended that on
completion of the Proposals, Trond Williksen and Nathan "Tripp" Lane will
stand down from the Board following an orderly hand-over of their respective
responsibilities. Furthermore, Septima Maguire has tendered her resignation
with effect from 30 June 2025 but has agreed to be available to the Company
for a period of two months following this date to ensure an orderly transition
of her responsibilities.

 

Recommendation by the Independent Directors

 

Pursuant to the requirements of the Takeover Code, the Independent Directors
are required to obtain independent financial advice as to the terms of the
Tender Offer and to make known to Shareholders the substance of such advice
and their own opinion on the Tender Offer.

 

The Independent Directors, who have been so advised by Strand Hanson as to the
financial terms of the Proposals, consider the terms of the Tender Offer to be
fair and reasonable. In providing its advice to the Independent Directors,
Strand Hanson has taken into account the commercial assessments of these
Independent Directors.

 

The Independent Directors are not able and do not give any advice to
Qualifying Shareholders as to whether they should tender their Ordinary Shares
in the Tender Offer, as such a decision is subject to each Qualifying
Shareholder's own personal circumstances, investment objectives and time
horizon, tax affairs, risk appetite, and willingness or ability to hold
unquoted securities. However, Qualifying Shareholders are encouraged to
consider the key advantages and disadvantages summarised below and further
detailed in the Circular, as well as considering their individual
circumstances. Qualifying Shareholders are strongly recommended to seek their
own independent financial, tax and legal advice in light of their own
particular circumstances and investment objectives before deciding whether to
tender their Ordinary Shares in the Tender Offer.

 

The Independent Directors believe that the following points should be taken
into account by Qualifying Shareholders when considering whether to retain
their Ordinary Shares or accept the Tender Offer and by Shareholders when
considering the Proposals as a whole.

 

Key disadvantages of accepting the Tender Offer

 

·    The Company intends to return further cash reserves available to it
following the implementation of the Proposals by way of a special dividend to
those Shareholders that do not exit their investments in full pursuant to the
Tender Offer and who hold Ordinary Shares in the private limited company,
shortly following completion of the Proposals (including, for the avoidance of
doubt, the De-Listings and the Re-Registration). The precise quantum of such
special dividend will be determined by the Board having regard to the level of
take-up of the Tender Offer and retention of an appropriate level of cash
resources to satisfy the Remaining Business' anticipated working capital and
development/growth capital requirements and the implementation of management's
existing near to medium term business plan.

·    As referenced in the Circular, the Company has two well positioned
businesses in their sectors. Excluding corporate costs, the continuing
businesses delivered combined revenue of £90.4 million and Adjusted EBITDA of
£16.4 million in FY24. The Company is performing in line with management's
expectations into Q3 of FY25 but there is heightened uncertainty caused by the
recently announced US tariffs.

·    The Company's status as a publicly traded company is no longer
aligned with its strategy following completion of the disposal of the Genetics
Business on 31 March 2025. The Group will continue to streamline its
continuing operations and the De-Listings and Re-Registration will enable the
Company to further reduce its cost base and reduce the amount of management
time and the regulatory burden associated with maintaining the admission to
trading of the Company's Ordinary Shares on AIM and Euronext Growth Oslo.

·    Shareholders may realise further value from the Company's remaining
businesses in the future, through the potential disposal of its assets or a
sale of the Company as a whole.

 

Key advantages of accepting the Tender Offer

·    The Tender Offer Price represents a premium of:

o  21.46 per cent. to the volume-weighted average closing price of 20.6 pence
per Ordinary Share for the one-month period ended on the Latest Practicable
Date;

o  10.60 per cent. to the volume-weighted average closing price of 22.6 pence
per Ordinary Share for the three-month period ended on the Latest Practicable
Date; and

o  13.64 per cent. to the Company's closing middle-market price of 22.0 pence
per Ordinary Share on the Latest Practicable Date.

·    In addition, adjusting each of the Tender Offer Price of 25 pence per
share and the Company's closing middle-market price of 22.0 pence per share on
the Latest Practicable Date for the Company's existing cash resources of £117
million (or 15.8 pence per share), the Tender Offer Price represents an 48.33
per cent. premium to the ex-cash equity value of the Company.

·    Having undertaken a comprehensive public formal sale process from 22
January 2024 to 25 November 2024, the Company disposed of its Genetics
business on 31 March 2025. The Company did not receive any final bids in
relation to the remaining business divisions of the Company and the residual
Group as a whole. Accordingly, the Independent Directors believe that the
De-Listings and Re-Registration are in the best interests of Shareholders as a
whole.

·    The Independent Directors consider that the Tender Offer Price allows
Qualifying Shareholders the opportunity to exit their investments at a premium
in the near term should they wish to do so.

·    There can be no guarantee that, after the Tender Offer closes, the
Board of the Company would be prepared to make any subsequent further tender
offer(s) to acquire any Ordinary Shares. Nor can there be any guarantee as to
the price of any such further tender offer(s) by the Company.

·    Stamp duty will become payable on transfers of Ordinary Shares in the
private company as, following the De-Listings, the Ordinary Shares will no
longer be traded on AIM.

·    Any Shareholder who does not accept the Tender Offer may find it
difficult to sell their Ordinary Shares after the Tender Offer closes and the
De-Listings and Re-Registration take effect. Shareholders will also not
receive regular information from the Company and will not benefit from
regulatory compliance with governance procedures (other than under the
Companies Act) and will not retain the protections afforded by the AIM Rules
and the Euronext Growth Rule Book. Furthermore, there is no guarantee that the
Company or any other purchaser will be willing to buy Ordinary Shares after
the Tender Offer has closed.

·    The Ordinary Shares do not offer investors the opportunity to trade
in meaningful volumes or with frequency within an active market such that it
is difficult to create a more liquid market for the Company's shares to more
effectively or economically utilise its quotations. Furthermore, the limited
liquidity and small trades in its shares and smaller scale and specialist
nature of the Company may significantly adversely impact its share price and
market valuation were the quotations to be maintained.

 

The Independent Directors unanimously recommend that all Qualifying
Shareholders carefully consider tendering their Ordinary Shares into the
Tender Offer however they are not making any recommendation as to whether or
not they should do so. Shareholders should carefully consider whether the
Ordinary Shares remain a suitable investment for them in light of their own
personal circumstances and investment objectives, noting the non-exhaustive
list of risks that the Company is subject to, and the advantages and
disadvantages of tendering Ordinary Shares under the Tender Offer outlined
above. In the absence of any immediate prospect to sell their Ordinary Shares
once the Tender Offer closes and the De-Listings and Re-Registration have
occurred, Shareholders should balance their desire for a cash realisation in
the near term, against the prospect of remaining a shareholder in a private
limited company, with a reduced level of liquidity, disclosure and corporate
governance protections.

 

Shareholders should note that if they vote in favour of the Tender Offer
Resolution at the General Meeting, they are not obligated to accept the Tender
Offer in whole or in part for their Ordinary Shares.

 

The Independent Directors further unanimously recommend that Shareholders
approve all three Resolutions as each of those Independent Directors that
holds Ordinary Shares, intends to do in relation to their own aggregate
holdings of 1,938,429 Ordinary Shares (representing approximately 0.27 per
cent. of the issued Ordinary Shares as at the Latest Practicable Date) and
(without making any recommendation as to whether they should tender) that
Qualifying Shareholders carefully consider tendering, or procuring the tender
of, their Ordinary Shares into the Tender Offer. As such, the Independent
Directors believe that, in the context of the Proposals as a whole, the Tender
Offer, the De-Listings and the Re-Registration are in the best interests of
the Company.

 

Shareholders who anticipate greater value in the Ordinary Shares in the future
whilst recognising and being willing to accept the prospect of remaining
invested in an unlisted company, may well decide not to accept or participate
in the Tender Offer.

 

If Shareholders are in any doubt about the action that should take in respect
of the Tender Offer or Proposals as a whole, they should consult an
independent financial adviser without delay.

 

Expected Timetable - Key Dates

 

 Event                                                                        Time and/or date
 Publication and posting of the Circular and accompanying documents, and      23 May 2025
 announcement of the Proposals
 Takeover Code offer period commences                                         23 May 2025
 Latest time and date for receipt of DNB Proxy Forms for the General Meeting  12.00 p.m. (CEST time) / 11.00 a.m. (London time) on 10 June 2025
 Latest time and date for receipt of Forms of Proxy for the General Meeting   12.00 noon on 16 June 2025
 Voting Record Date                                                           6.30 p.m. on 16 June 2025
 General Meeting                                                              12.00 noon on 18 June 2025
 Announcement of the results of the General Meeting                           18 June 2025

 

The following times and dates associated with the Proposals are indicative
only and will depend, among other things, on whether the Norwegian Approval is
received and if received, on the date of such approval. 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
http://www.benchmarkplc.com/investor-information
(https://protect.checkpoint.com/v2/___http:/www.benchmarkplc.com/investor-information___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1ZTc4ZjRiZDQzODBmMDFlMDhkMTM4ZDAyNmEzZmIyOTo2OmE3ODk6MzJjZjVlOGVhODA3Y2YzMDBlYTRlZDYxY2MxYTY5YmU5N2MwOGQxNzYyNTA5MDNiMTUxOTc3ZWU2M2Y4NDkwYjpwOlQ6Tg)
) 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. Please refer also to note (2) below.

 

 Tender Offer opens                                                              Following receipt of the Norwegian Approval (to the extent the same is
                                                                                 forthcoming and expected to be within 3 Business Days of such receipt) T-21
                                                                                 calendar days
 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 T - 7 calendar days
 Election Return Time for the Tender Offer, being the latest time and date for   1.00 p.m. on a date expected to be announced on or around the date of
 receipt of Tender Forms and settlement of TTE Instructions in relation to the   Norwegian Approval (T)
 Tender Offer
 Tender Offer Record Date                                                        6.00 p.m. on T
 Announcement of the results of the Tender Offer                                 T + 1 Business Day
 Stop in cross border transactions                                               TBD when Euroclear set acceptance deadline to DNB (T-10 Business Days)
 Expected purchase of Ordinary Shares under the Tender Offer                     T + 3 Business Days
 CREST accounts credited in respect of revised holdings of Ordinary Shares       by T + 3 Business Days
 following the Tender Offer
 CREST accounts credited with Tender Offer proceeds                              by T + 5 Business Days
 Transfer of Tender Offer proceeds in GBP through CREST to DNB for settlement    by T + 5 Business Days
 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 T + 14 calendar days
 Ordinary Shares
 Share certificates dispatched in respect of revised holdings of Ordinary        by T + 14 calendar days
 Shares following the Tender Offer

 

 The following additional times and dates associated with the De-Listings are
 indicative only and may need to be amended to reflect the date of the
 Norwegian Approval (to the extent the same is forthcoming and the actual date
 on which the cancellation from trading on Euronext Growth Oslo take effect (as
 agreed with Euronext Oslo)). 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
 http://www.benchmarkplc.com/investor-information
 (https://protect.checkpoint.com/v2/___http:/www.benchmarkplc.com/investor-information___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo1ZTc4ZjRiZDQzODBmMDFlMDhkMTM4ZDAyNmEzZmIyOTo2OmE3ODk6MzJjZjVlOGVhODA3Y2YzMDBlYTRlZDYxY2MxYTY5YmU5N2MwOGQxNzYyNTA5MDNiMTUxOTc3ZWU2M2Y4NDkwYjpwOlQ6Tg)
 ) and, if required, send notice of the change(s) to Shareholders and, for
 information rights holders, other persons with information rights and
 participants in the Share Option Schemes. Further updates to these details
 will be notified in the same way.
 Expected last day of dealings in the Ordinary Shares on AIM                    a date expected to be within 2 - 3 months of the date of the Norwegian
                                                                                Approval
 Expected last day of dealings in the Ordinary Shares on Euronext Growth Oslo   a date expected to be within 2 - 3 months of the date of the Norwegian
                                                                                Approval
 Expected cancellation of admission of the Ordinary Shares to trading on AIM    7.00 a.m. on 1 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 1 Business Day following the last day of dealings
 on Euronext Growth Oslo                                                        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

 

The date on which the Tender Offer will opened is subject to, inter alia,
timing for satisfaction of the Conditions.

 

The Notice of General Meeting contains a special resolution which seeks the
approval of Shareholders for the De-Listings and such resolution is
conditional on the Tender Offer Resolution being passed. Assuming that the
De-Listings Resolution is approved and the Norwegian Approval is received, it
is currently expected that the De-Listings will become effective in the fourth
quarter of 2025.

 

If the De-Listings Resolution to approve the De-Listings is not passed, and/or
the Norwegian Approval is not received, the Company will not proceed with the
Re-Registration or the Tender Offer.

 

Further announcements will be made in due course in relation to the
De-Listings in accordance with the requirements of the AIM Rules and Euronext
Growth Oslo Rule Book.

 

AIM Rule 17 Updates

 

In addition, the Company announces the following information pursuant to
Schedule Two, paragraph (g) of the AIM Rules.

 

Yngve Myhre was a director of Blåfjell AS and Blåfjell Holding AS when they
entered bankruptcy proceedings in October 2020 with an estimated loss to
creditors of approximately €2 million. In addition, Mr Myhre resigned from
his role as a director of Nova Austral Management AS on 28 December 2022, and
subsequently it completed bankruptcy proceedings on 30 November 2023.

 

Nathan "Tripp" Lane was an independent director of Logix Parent Corporation,
as well as its direct and indirect subsidiaries, Logix Midco Corporation,
Logix Intermediate Holding Corporation, and Net Star Telecommunications, Inc.
On 11 April 2025, the agent under Logix's second lien facility (with the
consent of the first lien lenders and second lien lenders) consensually
foreclosed upon the equity of LOGIX Holding Company, LLC, an indirect
subsidiary of Logix Parent Corporation, in accordance with Article 9 of the
Uniform Commercial Code. In connection with this foreclosure, the equity of
LOGIX Holding Company, LLC was transferred to a newly-formed parent entity,
New Logix Parent, LLC. Tripp is currently the sole member and one of three
directors of New Logix Parent, LLC.

 

Appointment of Nominated Adviser and Broker

 

The Company has appointed Strand Hanson Limited as its Nominated Adviser and
sole broker with immediate effect.

 

Commenting on the Proposals, Tripp Lane, Non-Executive Chairman of Benchmark,
said:

"We are confident that with these Proposals we present Shareholders with two
attractive options to benefit from the net proceeds of the Genetics disposal -
namely, a Tender Offer at a premium to the prevailing market share price or
continuing participation in the future development of the remaining Benchmark
businesses, together with a special dividend payment post the De-Listings.
Benchmark's three largest shareholders have committed to retain their
shareholdings, reflecting their confidence in the potential to create and
realise further value for shareholders in the medium to longer term."

 

 

Enquiries:

 

 Benchmark Holdings plc                                                                   benchmark@mhpgroup.com
 Trond Williksen, CEO

 Septima Maguire, CFO

 Ivonne Cantu, Investor Relations

 Strand Hanson Limited (Nominated & Financial Adviser and Broker)                         Tel: +44 (0) 20 727409 3494
 Christopher Raggett, James Dance, Matthew Chandler, Rob Patrick

 MHP Group (Press Enquiries)                                                              Tel: +44 7831 406117
 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 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)

 

MAR

 

The information contained within this announcement is considered by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR"), and the UK version of MAR which is part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended.  Upon the publication of this announcement via a Regulatory
Information Service and Newspoint, this inside information is now considered
to be in the public domain.

 

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 23 May 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.

 

RULE 2.9 INFORMATION

 

In accordance with Rule 2.9 of the Takeover Code, the Company confirms that,
as at the close of business on 22 May 2025, its issued share capital
consisted of 741,505,672 ordinary shares of £0.001 each, with ISIN
GB00BGHPT808, which carry voting rights of one vote per share.  The Company
does not hold any ordinary shares in treasury.

 

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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