Placement of shares and retail offering in connection with proposed admission to Euronext Growth Oslo and Proposed appointment of Non-executive Director

30 Nov 2022 08:01 CET

30 November 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.

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PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

Benchmark Holdings plc

(“Benchmark”, the “Company” or the “Group”)

Placement of shares and retail offering in connection with proposed admission to
Euronext Growth Oslo
and
Proposed appointment of Non-executive Director

Benchmark, the aquaculture biotechnology company, announces the terms of a
contemplated private placement and retail offering in Norway, representing in
aggregate 5% of the Company’s issued share capital, in connection with its
proposed admission to Euronext Growth Oslo. The purpose of the private placement
and retail offering is to fulfil the admission requirements of Euronext Growth
Oslo.

Background

In 2022, following an external assessment and consultation with its main
shareholders, the Company decided to pursue a listing in Oslo, the world’s
leading seafood and aquaculture listing venue. The Directors believe that a
listing in Oslo will give the Company access to a unique financial aquaculture
ecosystem and global base of specialist sector investors and analysts. As part
of this process, the Company appointed DNB Markets, a part of DNB Bank ASA, and
Pareto Securities AS as joint global coordinators and joint bookrunners
(together the "Managers") to advise on the proposed admission of the Company’s
ordinary shares to trading on Euronext Growth Oslo (the “Euronext Growth
Admission”) and to advise on and effect a private placement of new ordinary
shares of 0.1 pence each in the capital of the Company (the "Ordinary Shares")
(the “Private Placement”) and a retail offering of new Ordinary Shares in Norway
(the "Norwegian Retail Offering") in connection with the Euronext Growth
Admission.

The Company's existing Ordinary Shares are admitted to trading on the AIM Market
of the London Stock Exchange under the ticker code "BMK". The Company has
applied for the Euronext Growth Admission and will, subject to the successful
completion of the Private Placement and the Norwegian Retail Offering, as well
as fulfilment of the conditions for the Euronext Growth Admission as set by the
Oslo Stock Exchange, be admitted to trading on Euronext Growth Oslo on or about
15 December 2022.

Through the Private Placement and the Norwegian Retail Offering, the Company
intends to issue up to 35,189,350 new Ordinary Shares (the "New Shares") to
raise gross proceeds of up to approximately NOK 158 million (equivalent to
approximately GBP 13.2 million). The offer price for the New Shares is fixed at
NOK 4.50 per share (the "Offer Price"), approximately in line with the
prevailing market price on AIM. The purpose of the Private Placement and the
Norwegian Retail Offering is to fulfil the free float admission requirements on
Euronext Growth Oslo. The net proceeds of the Private Placement and the
Norwegian Retail Offering will be used for general corporate purposes. The New
Shares will, subject to completion as set forth below, be issued and delivered
in Euronext Securities Oslo (the "VPS") for trading on Euronext Growth Oslo.

The New Shares represent in aggregate approximately 5% of the issued share
capital of the Company and will be issued pursuant to the allotment and
disapplication of the pre-emption authorisation that shareholders granted to the
Company at its annual general meeting on 10 February 2022.

A presentation of the Company is available here:
https://www.benchmarkplc.com/investors/oslo-listing/

Shareholder consultation
The Company has consulted with its largest shareholders regarding the rationale
for the Private Placement and the Norwegian Retail Offering and its
non-pre-emptive nature. The Board is of the opinion that the Private Placement
and the Norwegian Retail Offering are in the best interest of shareholders by
facilitating the Euronext Growth Admission.

The Private Placement
The bookbuilding period for the Private Placement will commence tomorrow 1
December 2022 at 09:00 (CET) and close on 6 December 2022 at 17:30 (CET). The
Company may, however, resolve to close or extend the bookbuilding period at any
time and for any reason at its sole discretion and without notice. If the
bookbuilding period is shortened or extended, any other dates referred to herein
may be amended accordingly.

The Company’s three largest shareholders, Ferd AS, Kverva Finans AS and JNE
Partners LLP, currently owning approximately 26.33%, 21.40% and 21.11% of the
outstanding share capital in the Company, respectively, have indicated their
support to subscribe their pro-rata share in the Private Placement.

The Private Placement will be directed towards certain Norwegian and
international investors, in each case subject to an exemption being available
from prospectus requirements and any other filing or registration requirements
in the applicable jurisdictions and subject to other selling restrictions and
who are able to receive the New Shares in the VPS system. The minimum
application has been set to the NOK equivalent of EUR 100,000.

Allocation of New Shares will be made at the sole discretion of the Company's
board of directors, in consultation with the Managers. Allocation may be based
on criteria such as (but not limited to) pre-commitments to subscribe for shares
(ref. above for the three largest shareholders), timeliness of the application,
relative order size, sector knowledge, investment history, perceived investor
quality, typical investment horizon, fulfilment of requirements for Euronext
Growth Admission and shareholder structure.

Arrangements are expected to be made for the New Shares to be issued under the
Private Placement and the Norwegian Retail Offering to be issued against payment
by the Managers in accordance with a pre-funding agreement and admitted to
trading on Euronext Growth Oslo which is expected to take place on or about 15
December 2022.

The New Shares are expected to be settled in the Private Placement through a
delivery versus payment transaction in the VPS on or about 15 December 2022
(subject to fulfilment of the Euronext Growth Listing and Private Placement
conditions) with existing and unencumbered shares in the Company that have
already been registered in the VPS pursuant to a share lending arrangement
expected to be entered into between the Company, the Managers and Ferd AS, as
lender (the "Proposed Share Loan"). The allocated New Shares will be delivered
to the applicant’s VPS account as soon as practicable after full payment has
been received and the Listing Conditions and the Private Placement Conditions
have been met.

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 Norwegian Retail Offering:
The Norwegian Retail Offering will consist of a share issue of up to 2,222,222
New Shares at the Offer Price, thus raising gross proceeds of up to NOK 10
million (equivalent to approximately GBP 0.8 million), directed towards
investors in Norway, subject to a lower limit per application of NOK 5,500 and
an upper limit of NOK 1,000,000 for each investor. The Company has prepared a
national prospectus for the Norwegian Retail Offering in accordance with the
provisions in chapter 7 of the Norwegian Securities Trading Act and ancillary
regulation (the "National Prospectus"). The National Prospectus, together with
the application forms, is expected to be registered in the Norwegian Register of
Business Enterprises by the morning of 1 December 2022. Subject to such
registration, the National Prospectus will, subject to regulatory restrictions
in certain jurisdictions, be made available on the Company's website and on the
website of the Managers as soon as possible.

Further, subject to registration of the National Prospectus with the Norwegian
Register of Business Register, the application period for the Norwegian Retail
Offering will commence at 09:00 hours (CET) on 1 December 2022 and end at 17:30
hours (CET) on 6 December 2022.

The Company, in consultation with the Managers, reserves the right to extend the
application period for the Norwegian Retail Offering at any time and without any
prior written notice and at its sole discretion.

The Proposed Share Loan is also expected to be used to deliver existing and
unencumbered shares in the Company to investors in the Norwegian Retail
Offering. The allocated shares will be delivered to the applicant’s VPS account
on or about 15 December 2022 (subject to fulfilment of Listing Conditions and
Retail Offering Conditions and timely payment).

Further information regarding the Norwegian Retail Offering and the terms
thereof, is included in the National Prospectus and the separate stock exchange
announcement to be published on 1 December 2022.

Completion

Completion of the Private Placement and the Norwegian Retail Offering will be
conditional upon the satisfactory completion of the bookbuilding process, the
Oslo Stock Exchange approving the Company's application for Euronext Growth
Admission, which is expected to be considered by the Oslo Stock Exchange on or
around 5 December 2022, and the Company's satisfaction of the conditions for
Euronext Growth Admission. The Company expects that the Oslo Stock Exchange will
grant an exemption from the free float requirement on Euronext Growth Oslo of
15%, but that the Company will instead be subject to a 10% free float
requirement and a requirement that a minimum of 50 of the Company's eligible
shareholders hold shares in the VPS, which is expected to be satisfied through
completion of the Private Placement and/or the Retail Offering and/or transfer
of existing shares from CREST to VPS.

Completion of the Private Placement and the Norwegian Retail Offering, including
the issuance of the New Shares, will further be conditional upon (i) the Company
passing requisite corporate resolutions to proceed with and implement the
Private Placement and the Norwegian Retail Offering, including the issuance of
the New Shares (as defined below), being validly made; and (ii) payment being
received for, and the New Shares being validly issued and admitted to AIM and
registered in the VPS.

The Ordinary Shares of the Company are enabled for settlement in the UK CREST
system to facilitate existing trading on AIM. In order to facilitate a secondary
registration of shares in the VPS, the Company intends to utilise a CSD-link to
allow for the Ordinary Shares in the Company to be traded on Euronext Growth
Oslo. The New Shares to be delivered in the Private Placement and the Retail
Offering will be registered in the VPS to enable settlement of trading on
Euronext Growth Oslo, in addition to the expectation that certain number of
existing shares shall be transferred from CREST to VPS. In connection with the
Listing, it is expected that approximately 80% of the Company’s shares will be
registered in the VPS and tradable on Euronext Growth Oslo (incl. the shares
issued pursuant to the Private Placement, the Retail Offering and the
transferring of certain existing shares from UK CREST to VPS by existing
shareholders of the Company, including the majority shareholders Ferd AS, Kverva
Finans AS and JNE Partners LLP).

Due to the Company's AIM listing, an application will be made for the New Shares
to be admitted to trading on AIM in accordance with applicable AIM rules and
admission to AIM is expected to occur on or around 14 December 2022. However,
please note, that the New Shares in the Private Placement and the Retail
Offering are, subject to completion of the Offering, be issued in the VPS and be
admitted to trading on Euronext Growth Oslo.

Appointment of Non-Executive Director
The Company is pleased to announce the appointment of Laura Lavers as
Non-Executive Director conditional on the Euronext Growth Admission. Laura is a
senior investment professional with two decades of experience including as a
partner at Thunderbird and previous to that at Ziff Brothers Investments. She is
currently a Director of Hello Self, the UK leading online provider of
psychological services and a member of the investment committee of a family
office with multi billion dollars in assets under management.

Laura will act as shareholder representative of JNE, a significant shareholder
of the Company, and therefore the Board has concluded that she will not be an
independent director of the Company.

The following information is disclosed in accordance with Rule 17 and paragraph
(g) of Schedule 2 of the AIM Rules for Companies in connection with the
appointment of Laura to the Board of the Company:

Full Name: Laura Charlotte Erica Lavers
Maiden name: Sorensen
Age: 41
Current Directorships: Hello Self Limited, Bay Laurel Limited, Broadmead
Residents Association
Former Directorships (previous five years) – Thunderbird Partners LLP
Beneficial interest in the equity securities of Benchmark Holdings plc – none

There is no further information required to be disclosed under Rule 17 or
paragraph (g) of Schedule 2 of the AIM Rules for Companies.


Contemplated uplisting to the Oslo Stock Exchange
The Company intends, subject to inter alia, market condition, shareholder
approval and other factors, to apply for a transfer to Oslo Børs (the main list
of the Oslo Stock Exchange) during the first half of 2023. The Company’s board
of directors intends to consult with shareholders on whether to maintain its
admission of the Company’s shares to trading on AIM. In the event that the Board
pursues a de-listing from AIM, the combination of the de-listing from AIM and
listing on Oslo Børs is expected to require the installation of a Norwegian
holding company which will become the listed entity and will be subject to
shareholder approval. The Company will provide further information in due
course.


Advokatfirmaet Wiersholm AS and Travers Smith LLP are acting as legal counsel to
the Company (advising on Norwegian and English law, respectively), while
Advokatfirmaet BAHR AS is acting as legal counsel to the Managers.

Enquiries:

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 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 Managers nor any of their 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
Managers nor any of their 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 30 November 2022 at the time set
out above.

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