Regulatory Filings • May 23, 2025
Regulatory Filings
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THIS DOCUMENT AND ANY ACCOMPANYING TENDER FORM, DNB TENDER FORM AND FORM OF PROXY OR DNB PROXY FORM ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS PROPOSALS WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE TRADING OF THE ORDINARY SHARES ON AIM AND EURONEXT GROWTH OSLO.
If you are in any doubt about the contents of this Document and any accompanying documents and/or as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser. If you are a VPS Shareholder, you should consult your Norwegian authorised financial or investment advisor pursuant to the Norwegian Securities Trading Act of 2007.
If you sell or transfer or have sold or otherwise transferred all of your registered holding of Ordinary Shares, please send this Document (but not the accompanying personalised Form of Proxy, DNB Proxy Form, DNB Tender Form or Tender Form) at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for onward delivery to the purchaser or transferee. However, neither this Document nor any accompanying documents should be forwarded into or transmitted in or into any jurisdiction in violation of local securities laws. If you have sold or transferred only part of your holding of Ordinary Shares, please contact your bank, stockbroker or other agent through whom or by whom the sale or transfer was made.
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction(s) in which they are located. Subject to certain exceptions, the distribution of this Document and/or the accompanying documents in jurisdictions other than the UK and Norway, including Australia, Canada, Japan, New Zealand or South Africa, may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. Persons who are not resident in the United Kingdom should read paragraph 5 in Part 2 (Terms and Conditions of the Tender Offer) of this Document and should inform themselves about, and observe, any applicable legal or regulatory requirements.
The Directors, whose names are set out on page 7 of this Document, accept responsibility for the information set out in this Document, except as set out in paragraph 2 of Part 9 (Additional Information) of this Document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
(incorporated and registered in England and Wales under number 04115910)
Proposed cancellation of admission to trading on AIM and Euronext Growth Oslo of the Ordinary Shares
Proposed tender offer to purchase up to 226,934,325 Ordinary Shares at 25 pence per share for an amount of up to approximately £56.7 million
This Document should be read in its entirety. Your attention is drawn to the letter from Nathan "Tripp" Lane, the Chair of the Company, set out on pages 16 to 32 of this Document and which contains, amongst other things, a recommendation by the Independent Directors that you vote in favour of the Resolutions to be proposed at the General Meeting.
The Proposals described in this Document are conditional, inter alia, on approval by Shareholders of the Resolutions at the General Meeting to be held at the offices of DLA Piper UK LLP, 160 Aldersgate Street, London, EC2A 4HT at 12.00 noon (London time) on 18 June 2025, notice of which is set out at the end of this Document.
The Tender Offer will also be conditional on the Norwegian Approval and is expected to open within three Business Days of receipt of such Norwegian Approval. The Tender Offer, the opening date of the Tender Offer and the Election Return Time are expected to be announced on or around the date that the Norwegian Approval is received by the Company by means of an announcement through a Regulatory Information Service and will only be available to Qualifying Shareholders. The procedure for participating in the Tender Offer is set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document. If you hold your Ordinary Shares in certificated form and wish to tender any such Ordinary Shares under the Tender Offer, you should complete the Tender Form and return it in accordance with the instructions set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document and on the Tender Form by no later than 1.00 p.m. on the Election Return Time. Acceptances of the Tender Offer in respect of Ordinary Shares held in uncertificated form (i.e. in CREST) should be made electronically through CREST so that the relevant TTE Instruction settles no later than 1.00 p.m. on the Election Return Time. If you are a VPS Shareholder holding the beneficial interest in 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), you should complete the DNB Tender Form and return it in accordance with the instructions set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document and on the DNB Tender Form by no later than 7.00 a.m. (London time) / 8.00 a.m. (CEST time) on the DNB Election Return Time.
The action to be taken by Shareholders in respect of the General Meeting is set out on pages 27 to 29 of this Document. If you are a registered holder of Ordinary Shares, a Form of Proxy for use at the General Meeting accompanies this Document and, to be valid, should be completed and returned in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by post or, during normal business hours only, by hand, at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 12.00 noon (London time) on 16 June 2025. Alternatively, you may also vote electronically at www.shareview.co.uk using your user ID and password, via the Proximity platform or by using the CREST electronic proxy appointment system, in each case as soon as possible and in any event by no later than 12.00 noon (London time) on 16 June 2025. The completion and return of a Form of Proxy or appointment of a proxy electronically or through CREST will not prevent you from attending and voting at the General Meeting in person should you wish to do so.
If you are a VPS Shareholder holding a beneficial interest in 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), a DNB Proxy Form is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by DNB by email in PDF format at [email protected] (noting "Benchmark GM" in the subject), or by post to DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway or by delivery to Dronning Eufemias gate 30 0191 Oslo, Norway no later than 11.00 a.m. (London time) (12.00 p.m. CEST) on 10 June 2025.
Strand Hanson Limited (Strand Hanson), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser, broker and nominated adviser to the Company and no one else in connection with the matters described in this Document 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 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 Strand Hanson in connection with this Document, any statement contained herein, any offer or otherwise. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates accepts any responsibility or liability whatsoever for the contents of this Document, 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 Document, 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 the Company or the matters described in this Document. To the fullest extent permitted by applicable law, Strand Hanson and its subsidiaries, branches or 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 Document, or any statement contained herein.
This Document contains certain "forward-looking statements" which includes all statements other than statements of historical fact including, without limitation those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "might", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements.
Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Group will operate in the future and the Company's operations, results of operations, growth strategy and liquidity. These forward-looking statements speak only as at the date of this Document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law, the AIM Rules, the Euronext Growth Rule Book, the Prospectus Regulation Rules and the Disclosure and Transparency Rules.
No statement in this Document or incorporated by reference into this Document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per Ordinary Share will necessarily be greater or less than those for the preceding financial periods of the Company.
The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This Document has been prepared in accordance with UK style and practice for the purpose of complying with English law, the AIM Rules and the Euronext Growth Rule Book, and US Shareholders should read this entire Document, including Part 2 (Terms and Conditions of the Tender Offer). The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.
The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any Ordinary Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be exempted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the AIM Rules and the Euronext Growth Rule Book, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange's website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.
Any US Shareholder that intends to participate in the Tender Offer should file a completed Form W-9, which can be obtained from www.irs.gov, with the Company's Registrar, Equiniti Limited, before the closing of the Tender Offer at 1.00 p.m. (London time) on the Election Return Time. US Shareholders should send completed Form W-9s to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. In all cases, the relevant US Shareholder's name and address must be supplied to Equiniti on a covering note so that Equiniti can identify the relevant account on the Register against the relevant Tender Offer acceptance.
US Shareholders with any queries regarding the submission of a Form W-9 should contact Equiniti on +44 (0) 371 384 2050. Calls from outside the United Kingdom will be charged at the applicable international rate. Equiniti's helpline is open between 8.30 a.m. – 5.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales). Please note, Equiniti can only provide information regarding the submission of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
This Document has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.
Certain figures included in this Document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 per cent. 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 p.m. (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, 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.
A copy of this Document, together with those documents listed in paragraph 17 of Part 9 (Additional Information) of this Document and all information incorporated into this Document by reference to another source, are available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, for inspection on the Company's website at www.benchmarkplc.com. For the avoidance of doubt, the contents of the website referred to in this Document are not incorporated into and do not form part of this Document.
Subject to certain restrictions relating to persons in any Restricted Jurisdiction, you may request hard copies of this Document, the Tender Form, the DNB Tender Form, the Form of Proxy and/or DNB Proxy Form, as well as copies of any information incorporated into this Document by reference to another source, by contacting Equiniti on +44 (0)371 384 2050. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements, and information to be sent to you in relation to the Tender Offer should be in hard copy form. A hard copy of such documents, announcements and information will not be sent unless so requested in accordance with the above.
This Document is dated 23 May 2025.
| DIRECTORS, SECRETARY AND ADVISERS | 7 |
|---|---|
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 8 |
| DEFINITIONS | 11 |
| PART 1 LETTER FROM THE CHAIR OF BENCHMARK HOLDINGS PLC | 16 |
| PART 2 TERMS AND CONDITIONS OF THE TENDER OFFER | 33 |
| PART 3 QUESTIONS AND ANSWERS ON THE TENDER OFFER | 45 |
| PART 4 SHAREHOLDERS' AGREEMENT AND NEW ARTICLES OF ASSOCIATION | 50 |
| PART 5 TAKEOVER CODE | 53 |
| PART 6 UNITED KINGDOM TAXATION | 56 |
| PART 7 SOURCES AND BASES OF INFORMATION | 58 |
| PART 8 FINANCIAL AND RATINGS INFORMATION | 59 |
| PART 9 ADDITIONAL INFORMATION | 61 |
| PART 10 NOTICE OF GENERAL MEETING | 73 |
| Directors | Nathan "Tripp" Lane (Non-Executive Chair) Trond Williksen (Chief Executive Officer) Septima Maguire (Chief Financial Officer) Kristian Eikre (Non-Executive Director) Yngve Myhre (Non-Executive Director) Torgeir Svae (Non-Executive Director) Marie Danielsson (Non-Executive Director) Jonathan Esfandi (Non-Executive Director) Independent Directors |
|---|---|
| all of whose business address is at the Company's registered office. | |
| Registered Office | Highdown House Yeoman Way Worthing West Sussex BN99 3HH United Kingdom |
| Company website | www.benchmarkplc.com |
| Company Secretary | Ivonne Cantu |
| Nominated Adviser, Broker and Financial Adviser |
Strand Hanson Limited 26 Mount Row London W1K 3SQ United Kingdom |
| Legal Advisers as to English Law | DLA Piper UK LLP 160 Aldersgate St Barbican London EC1A 4HT United Kingdom |
| Legal Advisers as to Norwegian Law |
Advokatfirmaet Wiersholm AS Dokkveien 1 (6th floor) 0250 Oslo, Norway P.O. Box 1400 Vika NO-0115 Oslo |
| UK Registrar and Receiving Agent | Equiniti Limited Highdown House Yeoman Way Worthing West Sussex BN99 3HH United Kingdom |
| Norwegian Registrar | DNB Bank ASA Registrars Department P.O. Box 1600 Sentrum 0021 Oslo Norway |
| Event | Time and/or date(1)(2)(3) |
|---|---|
| Publication and posting of this Document and accompanying documents, and announcement of the Proposals |
23 May 2025 |
| Takeover Code offer period commences(4) | 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(5) |
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
on 16 June 2025(6) 12.00 noon |
| Voting Record Date(7) | 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 |
| Unconditional Date, being the latest time and date by which the Tender Offer may be declared or become unconditional |
5.00 p.m. on 22 July 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) 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.
(Day 60)(8)
| 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(9) |
|---|---|
| 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 receipt of Tender Forms and settlement of TTE Instructions in relation to the Tender Offer |
1.00 p.m. on a date expected to be announced on or around the date of Norwegian Approval (T) (10)(11) |
| 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 following the Tender Offer |
by T + 3 Business Days |
| 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 to VPS Shareholders |
by T + 5 Business Days |
| 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 |
8
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 Ordinary Shares
Share certificates dispatched in respect of revised holdings of Ordinary 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) 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(11) 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(11)
Expected cancellation of admission of the Ordinary Shares to trading on AIM(11)
Expected effective date for the delisting of the Ordinary Shares from trading on Euronext Growth Oslo(11)
Expected date of filing the Re-Registration at Companies House(10)
a date expected to be within
2 – 3 months of the date of the Norwegian Approval
7.00 a.m. on 1 Business Day following the last day of dealings in the Ordinary Shares on AIM
8.00 a.m. on (CEST time) on 1 Business Day following the last day of dealings in the Ordinary Shares on Euronext Growth Oslo
following the implementation of the Proposals
Long-Stop Date 11.59 p.m. on 31 December 2025(12)
1 All of the above times refer to London time unless otherwise stated.
by T + 14 calendar days
by T + 14 calendar days
The following definitions apply throughout this Document and any accompanying document(s) unless the context otherwise requires:
| "Acceleration Statement" | a statement in which the Company, in accordance with Rule 31.5 of the Takeover Code, brings forward the latest date by which all of the Conditions to the Tender Offer must be satisfied; |
|---|---|
| "Advanced Nutrition" | Benchmark's Advanced Nutrition business unit providing specialist nutrition for the early stages of shrimp and fish production; |
| "AIM" | AIM, a market operated by the London Stock Exchange; |
| "AIM Rules" | "AIM for Companies" the Rules published by the London Stock Exchange from time to time; |
| "Articles" or "Articles of Association" |
the articles of association of the Company as in force at the time of this Document; |
| "Bloomberg" | Bloomberg L.P., a financial software services, news and data company; |
| "Board" or "Directors" | the board of directors of the Company, as set out on page 7 of this Document; |
| "Business Day" | a day, not being a public holiday, Saturday or Sunday on which clearing banks in London are open for the transaction of general commercial business; |
| "certificated" or "in certificated form" |
the description of a share or other security which is not in uncertificated form (that is not in CREST); |
| "Companies Act" | the Companies Act 2006 (as amended); |
| "Company" or "Benchmark" | Benchmark Holdings plc, a company incorporated under the laws of England and Wales with company number 04115910; |
| "Concert Party" | the Company's three largest shareholders, being Kverva Finans AS, the JNE Funds and FERD AS, who together hold approximately 71 per cent. of the Company's issued share capital as at the Latest Practicable Date prior to publication of this Document; |
| "Conditions" | the conditions to implementation and opening of the Tender Offer as set out in paragraph 2.1 of Part 2 (Terms and Conditions of the Tender Offer) of this Document, and a "Condition" shall mean anyone of them; |
| "CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations); |
| "CREST Applications Host" | the system that is operated to receive, manage and control the processing of messages by the CREST system; |
| "CREST Manual" | the CREST Manual published by Euroclear; |
| "CREST Member" | a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations); |
| "CREST Participant" | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations); |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended); |
| "CREST Sponsor" | a CREST Participant admitted to CREST as a CREST sponsor; |
| "CREST Sponsored Member" | a CREST Member admitted to CREST as a CREST sponsored member; |
| "CSOP" | Benchmark Holdings Plc Company Share Option Plan (as amended from time to time); |
| "Day 60" | the 60th day following the publication of this Document or such other date as may otherwise be set as being Day 60 of the timetable for of the |
Tender Offer in accordance with the Takeover Code;
| "Dealing Disclosure" | has the same meaning as in Rule 8 of the Takeover Code; |
|---|---|
| "De-Listings" | the cancellation of admission of the Ordinary Shares to trading on (i) AIM and (ii) Euronext Growth Oslo, subject to Shareholder approval of the De-Listings Resolution and, in relation to the cancellation of admission of the Ordinary Shares to trading on Euronext Growth Oslo only, the Norwegian Approval; |
| "De-Listings Resolution" | Resolution 2, which is proposed as a special resolution, to approve the De-Listings, as set out in the Notice of General Meeting; |
| "Disclosure and Transparency Rules" |
the disclosure guidance and transparency rules made by the UK Financial Conduct Authority pursuant to section 73A of FSMA (as amended from time to time); |
| "DNB" | DNB Bank ASA, acting as Norwegian Registrar; |
| "DNB Election Return Time" | the closing date of the Tender Offer for VPS Shareholders, which is expected to be notified through a Regulatory Information Service in accordance with Part 2 (Terms and Conditions of the Tender Offer) of this Document; |
| "DNB Proxy Form" | the form of proxy for use by beneficial holders of Ordinary Shares through DNB as Norwegian Registrar in connection with the General Meeting; |
| "DNB Tender Form" | the form enclosed with this Document for use by beneficial holders of 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); |
| "Document" | this document; |
| "Eligible Shareholder" | any holders of Ordinary Shares constituting 20 per cent. or more of the issued share capital of the Company following completion of the Tender Offer; |
| "Equiniti" | Equiniti Limited, acting as UK Registrar and receiving agent; |
| "Election Return Time" | the closing date of the Tender Offer, which is expected to be notified through a Regulatory Information Service in accordance with Part 2 (Terms and Conditions of the Tender Offer) of this Document; |
| "Equiniti" | Equiniti Limited, acting as UK Registrar and receiving agent; |
| "Euroclear" | Euroclear UK & International Limited, the operator of CREST; |
| "Euronext Growth Oslo" | Euronext Growth Oslo, a multilateral trading facility operated by Euronext Oslo; |
| "Euronext Growth Rule Book" | Euronext Growth Rule Book – Part I: Harmonised Rules and Euronext Growth Oslo Rule Book – Part II; |
| "FCA" | the UK Financial Conduct Authority; |
| "Form of Proxy" or "Proxy Form" | the individual form of proxy enclosed with this Document for use by Ordinary Shareholders in connection with the General Meeting; |
| "FSMA" | the UK Financial Services and Markets Act 2000 (as amended); |
| "FY23" | Financial Year ended 30 September 2023; |
| "FY24" | Financial Year ended 30 September 2024; |
| "FY25" | Financial Year ended 30 September 2025; |
| "FY26" | Financial Year ended 30 September 2026; |
| "General Meeting" or "GM" | the general meeting of the Company convened for 12.00 noon on 18 June 2025, notice of which is set out at the end of this Document and including any adjournment(s) thereof; |
| "Genetics" or "Genetics Business" | Benchmark's former Genetics business unit providing aquaculture genetics with in-house, family-based breeding programmes, focussing on the two main species of salmon and shrimp; |
|---|---|
| "Group" | the Company and its subsidiary undertakings; |
| "Health" | Benchmark's Health business unit, a specialist provider of medicinal sea lice treatment; |
| "HMRC" | HM Revenue & Customs; |
| "Independent Directors" | Nathan "Tripp" Lane, Trond Williksen, Septima Maguire, Yngve Myhre and Marie Danielsson; |
| "Irrevocable Undertakings" | the irrevocable undertakings from (a) the Concert Party members: (i) to vote in favour of the Resolutions, and (ii) not to participate in the Tender Offer in respect of any of their 526,403,136 Ordinary Shares, representing in aggregate approximately 71 per cent. of the Company's issued share capital; and (b) those Independent Directors who hold Ordinary Shares in the Company, to vote in favour of the Resolutions, in respect of all of their 1,938,429 Ordinary Shares, representing in aggregate approximately 0.27 per cent. of the Company's issued share capital at the Latest Practicable Date, details of which are set out in paragraph 7 of Part 9 (Additional Information) of this Document; |
| "JNE Funds" | JNE Master Fund LP and JNE Illiquid Opportunities Fund LP, both of which are managed by JNE Partners LLP as investment manager; |
| "Latest Practicable Date" | the latest practicable date prior to the publication of this Document, being 22 May 2025; |
| "LTIP" | Benchmark Holdings Plc Long Term Incentive Plan (as amended from time to time); |
| "London Stock Exchange" | London Stock Exchange Group plc; |
| "Long-Stop Date" | 12.00 midnight (London time) on 31 December 2025 or such later date (if any) as the Company may, with the consent of the Panel, specify; |
| "Market Abuse Regulation" | the retained version of the EU Market Abuse Regulation (No. 596/2014) which applies in the UK by virtue of section 3 EU Withdrawal Act 2018; |
| "New Articles of Association" or "New Articles" |
the new articles of association which are to be adopted on re-registration of the Company as a private limited company, subject to Shareholder approval of the Re-Registration Resolution; |
| "Norwegian Approval" | the approval of the cancellation of trading of the Company's Ordinary Shares on Euronext Growth Oslo by Euronext Oslo; |
| "Norwegian Receiving Agent" | DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway, as receiving agent for the DNB Tender Forms; |
| "Norwegian Registrar" | DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway; |
| "Notice of General Meeting" | the Notice of General Meeting set out on pages 73 to 75 of this Document; |
| "NOK" | Norwegian krone, the lawful currency of Norway; |
| "Opening Position Disclosure" | an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer if the person concerned has such a position; |
| "Optionholders" | the holders of options granted pursuant to the Share Option Schemes; |
| "Ordinary Shareholders" | the holders of Ordinary Shares; |
| "Ordinary Shares" | ordinary shares of £0.001 each in the capital of the Company; |
| "Overseas Shareholders" | Shareholders who are resident in, located in, or citizens of, a jurisdiction or territory outside of the UK or Norway; |
|
|---|---|---|
| "Panel" | the Panel on Takeovers and Mergers; | |
| "Participant ID" | the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant; |
|
| "Proposals" | the proposed buyback of Ordinary Shares by the Company pursuant to the Tender Offer, the De-Listings and the Re-Registration, all as described in this Document; |
|
| "Prospectus Regulation Rules" | the prospectus regulation rules of the FCA made under section 73A of FSMA as amended from time to time; |
|
| "Qualifying Shareholders" | Shareholders who are entitled to participate in the Tender Offer, being Shareholders save for: |
|
| (i) Shareholders located in a Restricted Jurisdiction; and |
||
| (ii) Shareholders who have irrevocably undertaken to the Company to refrain from tendering their Ordinary Shares pursuant to the Tender Offer; |
||
| "QCA Corporate Governance Code" |
the QCA Corporate Governance Code, maintained and published by the QCA; |
|
| "Receiving Agent" | Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; |
|
| "Register" | the register of members of the Company; | |
| "Registrars" | the UK Registrar and Norwegian Registrar; | |
| "Regulatory Information Service" | a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on FCA's the website, and, where applicable, Newspoint, a service maintained by the Oslo Stock Exchange for distribution of announcements for issuers admitted to trading on Euronext Growth Oslo; |
|
| "Remaining Business" | Advanced Nutrition and Health; | |
| "Re-Registration" | the proposed re-registration of the Company as a private limited company, subject to Shareholder approval of the Re-Registration Resolution; |
|
| "Re-Registration Resolution" | Resolution 3, which is proposed as a special resolution, to approve the Re-Registration and adoption of the New Articles, as set out in the Notice of General Meeting; |
|
| "Resolutions" | the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting (and each of which shall be a "Resolution"); |
|
| "Restricted Jurisdiction" | each of Canada, Australia, New Zealand, South Africa or Japan and any other jurisdiction where the extension or acceptance of the Tender Offer or where sending or making available information concerning the Tender Offer to Shareholders in such jurisdiction would violate the laws or regulations of that jurisdiction or may result in a risk of civil, regulatory or criminal penalties if information concerning the Tender Offer is sent or made available to a Shareholder of that jurisdiction; |
|
| "Share Option Schemes" | the CSOP and the LTIP; | |
| "Shareholders" | the holders of Ordinary Shares and "Shareholder" shall mean any one of them; |
|
| "Shareholders' Agreement" | the agreement to be entered into between (1) the Company and (2) the Eligible Shareholders; |
|
| "Strand Hanson" | Strand Hanson Limited of 26 Mount Row, London W1K 3SQ, the Company's financial adviser, broker and nominated adviser; |
| "Takeover Code" | the UK's City Code on Takeovers and Mergers, issued by the Panel, as amended from time to time; |
|
|---|---|---|
| "Tender" and "Tendered" | refers to the tenders by Shareholders of Ordinary Shares pursuant to the Tender Offer; |
|
| "Tender Form" | the form enclosed with this Document for use by Qualifying certificated Shareholders who hold Ordinary Shares in form in connection with the Tender Offer; |
|
| "Tender Offer" | the invitation being made to Qualifying Shareholders, conditional on Norwegian Approval, to tender their Ordinary Shares for sale to the Company on the terms and subject to the conditions set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document and also, in the case of Ordinary Shares held in certificated form, the Tender Form; |
|
| "Tender Offer Price" | 25 pence per Ordinary Share; | |
| "Tender Offer Record Date" | 6.00 p.m. on the date of the Election Return Time; | |
| "Tender Offer Resolution" | Resolution 1, which is proposed as a special resolution, to approve market purchases of Ordinary Shares by the Company in connection with the Tender Offer, as set out in the Notice of General Meeting; |
|
| "TFE Instruction" | a Transfer from Escrow Instruction (as defined in the CREST Manual) made in respect of the Ordinary Shares; |
|
| "TTE Instruction" | a Transfer to Escrow Instruction (as defined in the CREST Manual) made in respect of the Ordinary Shares; |
|
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; | |
| "UK Registrar" | Equiniti Limited of Highdown House, Yeoman Way, Worthing, West Sussex BN99 3HH; |
|
| "uncertificated" or "in uncertificated form" |
an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
| "Unconditional Date" | Day 60 or such earlier date as the Company may specify in any Acceleration Statement unless, where permitted, it has set aside that statement; |
|
| "US Exchange Act" | the United States Securities Exchange Act of 1934, as amended; | |
| "United States" or "US" | the United States of America, its territories and possessions, any state of the United States and the District of Columbia; |
|
| "VAT" | value added tax or any similar, replacement or additional tax; | |
| "Voting Record Date" | 6.30 p.m. on 16 June 2025; | |
| "VPS Shareholder" | any holder 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); and |
|
| "£", "pounds sterling", "GBP", "pence" or "p" |
references to the lawful currency of the United Kingdom. |
All references in this Document to specified times are to London time unless otherwise stated.
(Incorporated in England and Wales with registered number 04115910)
Directors:
Nathan "Tripp" Lane (Non-Executive Chair)* Trond Williksen (Chief Executive Officer)* Septima Maguire (Chief Financial Officer)* Kristian Eikre (Non-Executive Director) Yngve Myhre (Non-Executive Director)* Torgeir Svae (Non-Executive Director) Marie Danielsson (Non-Executive Director)* Jonathan Esfandi (Non-Executive Director)
Registered Office: Highdown House Yeoman Way Worthing West Sussex BN99 3HH United Kingdom
* – Independent Directors
23 May 2025
To all Shareholders and, for information only, to participants in the Share Option Schemes and persons with information rights
Dear Shareholder,
issued, and to be issued, share capital of the Company by the Concert Party to which the Takeover Code therefore applies. Accordingly, this Document contains certain additional information and disclosures as required by the Takeover Code and the Panel.
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.
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 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. In such circumstances, the Company will nevertheless remain liable to settle certain fees and expenses associated with the Proposals. In addition, if the De-Listings Resolution is not approved by Shareholders, the Company will remain liable for the sizeable ongoing professional and associated costs associated with maintaining its trading facilities on the two exchanges.
The principal effects of the De-Listings are that:
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.
Under the AIM Rules, the cancellation of admission to trading of the Ordinary Shares on AIM can only be effected by the Company after securing the approval of Shareholders in a general meeting by way of a special resolution and the expiry of a period of 20 clear Business Days from the date on which notice of the cancellation is given to the London Stock Exchange. In addition, a period of at least five clear Business Days is required following Shareholders' approval of the cancellation before it can become effective.
Under the Euronext Growth Rule Book – Part II, the Company can apply for a cancellation of the admission to trading of its Ordinary Shares on Euronext Growth Oslo following the passing of a special resolutions of its Shareholders. Following the passing of such a resolution, Euronext Oslo then determines whether to cancel the admission of the Company's Ordinary Shares from trading on Euronext Growth Oslo taking into consideration, inter alia, the reasons of the Company for wishing to de-list and the interests of minority shareholders for maintaining the listing. There are no specific deadlines or timelines with regards to when Euronext Oslo will handle the de-listing application or, subject to the approval being provided, when the de-listing would be implemented. Normally, the process for de-listing from Euronext Grown Oslo takes about 4 to 12 weeks
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.
The Ordinary Shares will cease to be eligible to be held within an ISA upon the De-Listings taking effect. An ISA manager will therefore have to either sell Ordinary Shares held in a Shareholder's ISA or transfer them to the Shareholder to be held outside an ISA, within 30 calendar days of the De-Listings.
When the title of an investment in an ISA is transferred from an ISA manager to an investor, the investor is deemed to have sold the investment for a market value sum and immediately reacquired it for the same amount. Any notional gain on the deemed sale is exempt from charge. Any future capital gains or losses are calculated by reference to the value of the shares when they left the ISA. This is the combined effect of regulation 22 and 34 of the Individual Savings Account Regulations 1998. It is not, however, clear how this general tax treatment applies when shares are transferred out of an ISA after a delisting.
This summary is for general information purposes only. It is not intended to constitute tax or other advice and should not be relied on or treated as a substitute for specific advice relevant to a Shareholder's specific circumstances. Shareholders should consult their own professional advisers as soon as possible.
Following the De-Listings, there will be no need for the Company to remain a public limited company. The Re-Registration will enable the Company to simplify its business operations and reduce regulatory compliance burdens. It will also allow the Company to take advantage of various provisions of the Companies Act, such as passing written resolutions and benefiting from less stringent rules on capital maintenance and shareholder distributions. Additionally, the Company will enjoy lower overhead costs associated with private limited company status.
In order for the Company to effect the Re-Registration (and to approve the adoption of the New Articles) Shareholders will be asked to pass the special resolution numbered 3 set out in the Notice of General Meeting. The Re-Registration Resolution will be conditional on both the Tender Offer Resolution and the De-Listings Resolution being passed and the Tender Offer and the De-Listings taking effect.
If the Re-Registration Resolution in the Notice of General Meeting is duly passed by not less than 75 per cent. of votes cast by Shareholders and the Re-Registration becomes effective, the New Articles will be adopted to reflect the fact that the Company is no longer a public limited company. Accordingly, the Re-Registration Resolution also seeks Shareholders' approval to adopt the New Articles. Copies of the New Articles can be viewed, together with the Articles, on the Company's website at https://www.benchmarkplc.com/investors/documents-circulars/.
If the Re-Registration Resolution to approve the Re-Registration is passed, upon the Tender Offer and the De-Listings taking effect, the Company will file the requisite documents with the Registrar of Companies along with the relevant fee for re-registration. The Re-Registration will become effective upon the Registrar of Companies issuing a certificate of incorporation as a private limited company, which will be issued once the Registrar is satisfied that no valid application can be made to cancel the Resolution approving the Re-Registration.
If the Re-Registration Resolution to approve the Re-Registration is not passed, and/or the Norwegian Approval not received, the Company will not proceed with the De-Listings or the Tender Offer.
If a Shareholder retains their Ordinary Shares following the De-Listings, although the Ordinary Shares will remain tradeable subject to the restrictions contained in the Shareholders' Agreement and the New Articles, they will no longer be tradeable on (i) AIM or (ii) Euronext Growth Oslo. The Board is aware that following the De-Listings (should the De-Listings Resolution be approved by Shareholders at the General Meeting) liquidity in, and the marketability of, the Ordinary Shares will be very limited and holdings of Ordinary Shares will be difficult to value and to trade.
Shareholders should note that the Company will continue to be bound by the Companies Act (which requires Shareholder approval for certain matters, such as, for example, allotments of shares, the buyback of shares and transactions between the Company and its Directors) following the De-Listings and Re-Registration.
Shareholders should 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 Board recognises that not all Ordinary Shareholders will be able or willing to continue to own Ordinary Shares in a private limited company following the De-Listings and the Re-Registration. Subject to the Tender Offer Resolution being approved and the Norwegian Approval, Qualifying Shareholders will therefore be afforded the opportunity to tender all or some of their Ordinary Shares pursuant to the Tender Offer.
Under the Tender Offer, the Company will purchase up to 226,934,325 Ordinary Shares (representing approximately 30.6 per cent. of the Company's issued share capital at the Latest Practicable Date) from Qualifying Shareholders for an aggregate amount of up to approximately £56.7 million. Through the Tender Offer combined with the special dividend, the Company will therefore return up to £95 million from the net proceeds received from the disposal of the Genetics Business to Qualifying Shareholders. The Tender Offer Price represents a premium of:
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.
Any Ordinary Shares purchased by the Company under the Tender Offer will be subsequently cancelled.
The Tender Offer is conditional on the passing of the Tender Offer Resolution at the General Meeting, notice of which is set out at the end of this Document, by the requisite majority and the satisfaction of the terms and conditions specified in Part 2 (Terms and Conditions of the
The Tender Offer may be terminated in the circumstances described in Part 2 (Terms and Conditions of the Tender Offer) of this Document. If the Tender Offer does not proceed or is terminated once it is made, the Company will make an appropriate 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)).
All Qualifying Shareholders are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by the Company at the Tender Offer Price.
The Tender Offer is to be effected by the Company purchasing Ordinary Shares from Qualifying Shareholders and all Ordinary Shares purchased by the Company will subsequently be cancelled.
Accordingly, Qualifying Shareholders may tender some, all or none of their holdings of Ordinary Shares pursuant to the Tender Offer. Qualifying Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders, there will be no change to the number of Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer. A maximum of 226,934,325 Ordinary Shares (representing approximately 30.6 per cent. of the Company's issued ordinary share capital at the Latest Practicable Date) may be purchased under the Tender Offer, for a maximum aggregate cash consideration at the Tender Offer Price of up to approximately £56.7 million, payable from the Company's existing cash resources. The Company intends to utilise the remaining net cash proceeds from the disposal of the Genetics Business to assist with funding of the special dividend referred to in paragraph 12 below to remaining shareholders of the Company following the De-Listings, with the quantum of such special dividend being subject to the level of take-up of the Tender Offer and retention of an appropriate level of cash resources to satisfy the residual Group's anticipated working capital and growth capital requirements.
Qualifying Shareholders who decide not to tender their holdings pursuant to the Tender Offer will, subject to the approval of the De-Listings Resolution and the Re-Registration Resolution, on completion of the Proposals, hold Ordinary Shares in a private limited company which are not then admitted to trading on any recognised stock exchange. Following implementation of the Proposals, there will be less liquidity in the Ordinary Shares and Shareholders may be unable in practice to trade their Ordinary Shares.
The attention of Qualifying Shareholders who are citizens or nationals of, or resident in, jurisdictions outside of the United Kingdom and Norway and who wish to participate in the Tender Offer is drawn to paragraph 5 of Part 2 (Terms and Conditions of the Tender Offer) of this Document. The Tender Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction.
The Tender Offer is expected to open at 1.00 p.m. (London time) on a date falling within three Business Days of the Norwegian Approval (unless such date is altered) and Tenders must not be submitted before that date. Any Tenders submitted before the Tender Offer is opened will not be binding for the Company or the Qualifying Shareholder until the Tender Offer is open. At that time, the Receiving Agent and/ or the Norwegian Receiving Agent may, in its sole discretion, consider Tenders received prior to the opening of the Tender as binding on the Qualifying Shareholder. The exact date on which the Tender Offer will close is expected to be announced on or around the date that the Norwegian Approval is received by the Company by means of an announcement through a Regulatory Information Service (unless the Election Return Time is further extended).
Full details of the Tender Offer are set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document. If implemented, the Tender Offer will reduce the net assets of the Company.
There can be no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Resolutions (including the Tender Offer Resolution to give effect to the terms of the Tender Offer) at the General Meeting by the requisite majority and the Norwegian Approval.
If the Tender Offer does not occur for any reason, Qualifying Shareholders will retain their existing holdings and not receive the Tender Offer Price for each of their Ordinary Shares tendered under the Tender Offer.
8.1 If the Tender Offer proceeds, the Concert Party, comprising FERD AS, the funds managed by JNE Partners LLP and Kverva Finans AS, would, subject to the level of take-up by Qualifying Shareholders, in all likelihood collectively obtain a majority holding of 75 per cent. or more of the issued shares of the Company and are presumed to be "acting in concert" for the purposes of the Takeover Code in respect of the Proposals. In order to afford Qualifying Shareholders the opportunity to realise their holdings in full as part of the Tender Offer, each member of the Concert Party has entered into an irrevocable undertaking not to tender their holdings of, in aggregate, 526,403,136 Ordinary Shares. The current interests of the Concert Party in Ordinary Shares as at the Latest Practicable Date are as follows:
| Name | Number of Ordinary Shares held |
Percentage of the Company's existing issued share capital (per cent.) |
|---|---|---|
| FERD AS(1) | 191,923,746 | 25.88 |
| JNE Master Fund LP(2) | 162,618,130 | 21.93 |
| JNE Illiquid Opportunities Fund LP(2) | 6,645,681 | 0.90 |
| Kverva Finans AS(1) | 165,215,579 | 22.28 |
| TOTAL: | 526,403,136 | 70.99 |
Notes:
(1) All of FERD AS's and Kverva Finans AS's holdings are held via the structure implemented for the trading of the Ordinary Shares on Euronext Oslo Growth and are therefore 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).
(2) JNE Partners LLP is the investment manager of each of JNE Master Fund LP and JNE Illiquid Opportunities Fund LP and their holdings of Ordinary Shares are registered in the names of Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively and held by Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A. respectively as nominees.
The Company has received irrevocable undertakings from each member of the Concert Party to:
The Company has also received irrevocable undertakings from each of the Independent Directors who hold Ordinary Shares, to vote in favour of all of the Resolutions in respect of all of the Ordinary Shares held by each of them respectively as follows:
Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in Part 9 (Additional Information) of this Document.
The members of the Concert Party have confirmed to the Company that, following completion of the Proposals, they intend for the Company to continue its ordinary course business and do not intend to change its general strategy. Other than as set out below, the Concert Party has no intention to make any significant changes in respect of the following within 12 months of completion:
subject to the below, the employment of the Group's employees and management in the continuing business, including any material changes in the conditions of employment or in the balance of the skills and functions, save for a limited amount of headcount reduction to reflect the status of the Company as a private limited company with fewer central functions. Accordingly, the Concert Party expects such changes to the Group's total headcount to be less than five per cent.
Additionally, during the course of the 12 month period following completion, and subject to the performance of the Group, there will be a review of performance remuneration/incentivisation arrangements, which may result in an increase or decrease of such remuneration, as appropriate. Subject to macroeconomic conditions and the financial position of the Company, the Concert Party intends to review and optimise the Group's capital structure and may implement changes, which may include securing new debt facilities, if deemed to be in the best interests of the Company and its shareholders.
In accordance with the Proposals, it is intended that the requisite applications will be made to the London Stock Exchange and Oslo Bors to effect the De-Listings, such that, once implemented, the Company's Ordinary Shares will no longer be traded on AIM or Euronext Growth Oslo. It is also intended that, following the De-Listings, the Company will be reregistered as a private company and that the planned special dividend will be declared and paid shortly thereafter as detailed herein.
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. Accordingly, the following directors shall remain on the Board on completion of the Proposals: Kristian Eikre, Yngve Myhre, Torgeir Svae, Marie Danielson and Jonathan Esfandi.
In the current circumstances and notwithstanding any potential future increase(s) in the Concert Party's holdings of Ordinary Shares, the remaining Directors of the Company on completion of the Proposals confirm that they intend to continue to conduct the business of the Company in materially the same manner as it is currently conducted.
Following completion of the De-Listings, the Company does not intend to continue to comply with the QCA Corporate Governance Code. In accordance with the Shareholders' Agreement, the intention is for the Board to have five directors, three of which will be appointed by the Concert Party and two of which will be independent directors, including one of which will be the chair who is to be appointed by the Board in due course.
The Company will also continue to communicate information about the Company (including its annual accounts) to its Shareholders as required by law and the Company will continue to hold annual general meetings.
The Company intends to return further cash available to it following the implementation of the Proposals by way of the declaration and payment of a special dividend to those remaining 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 implementation of management's existing near to medium term business plan.
Following completion of the Tender Offer, De-Listings and Re-Registration, the Company intends that a Shareholders' Agreement would be entered into between the Company and each of the Eligible Shareholders which, as at the date of this Document, consist of the members of the Concert Party. A copy of the Shareholders' Agreement and the New Articles, to be adopted by the Company with effect from completion of the De-Listings and the Re-Registration, will be made available for inspection at the Company's registered office and on the Company's website at www.benchmarkplc.com/ from 23 May 2025 until closure of the General Meeting.
The principal terms of the Shareholders' Agreement and the New Articles are set out in Part 4 (Shareholders' Agreement and New Articles of Association) of this Document.
Following the disposal of its Genetics Business, the Group's remaining operating activities comprise Advanced Nutrition and Health. 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, 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.
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 which is used with the CleanTreat purification system. Following a restructuring in 2024, Health is currently focused on the delivery of Salmosan® Vet and Purisan® and is both profitable and cash generative. In 2024, the Company paused delivery of Ectosan® Vet and CleanTreat® in order to develop a more economically viable 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.
The corporate function which historically managed and supported the Group in areas including finance, marketing and HR has been streamlined following the sale of the Genetics Business and will be substantially eliminated following implementation of the Proposals. Corporate costs, after the allocation of the group support function costs to the Remaining Business, for the year ended 30 September 2024 amounted to £4.1 million which included direct listing costs and indirect costs related to governance and investor activities. The Company estimates annual cost savings achievable from the De-Listings and Re-Registration, which are approximately £2.4 million.
14.4 Further information on the historical performance of the Group and its continuing businesses can be found in the Company's 2024 and 2023 Annual Reports which are available on the Company's website at: https://www.benchmarkplc.com/investors/reports-presentations/.
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/. 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 to announce its unaudited 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 currently 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 during 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 to their full effect through to its FY26.
The maximum cash consideration payable should all Qualifying Shareholders tender their Ordinary Shares in the Tender Offer at the Tender Offer Price is an aggregate amount of approximately £56.7 million which will be funded from the Company's existing cash resources.
Strand Hanson, financial adviser to the Company, is satisfied that the resources available to the Company are sufficient to satisfy in full the maximum cash consideration payable under the Tender Offer (on the basis that the Concert Party has undertaken not to tender its aggregated holding of 526,403,136 Ordinary Shares into the Tender Offer).
For the purposes of effecting the Proposals, the Resolutions will be proposed at the General Meeting. Set out at the end of this Document is a notice convening the General Meeting to be held at 12.00 noon on 18 June 2025 at the offices of DLA Piper UK LLP, 160 Aldersgate Street, London, EC2A 4HT. The full text of the requisite Resolutions are set out in that notice which in summary comprise:
Voting on the Resolutions at the General Meeting will be by way of a poll. A member who is entitled to vote may appoint a proxy to vote on their behalf.
If you are a registered shareholder, you are requested to:
16 June 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Please note that the completion and return of a Form of Proxy, or the electronic appointment of a proxy (including via CREST), does not prevent you from attending and voting at the General Meeting in person, should you wish to do so.
• If you are a VPS Shareholder holding a beneficial interest in 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), a DNB Proxy Form is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by DNB by email in PDF format at [email protected] (noting "Benchmark GM" in the subject) or by post to DNB Bank ASA, Registrars Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway, or by delivery to Dronning Eufemias gate 30 0191 Oslo, Norway so as to arrive no later than 11.00 a.m. (London time)/(12.00 p.m. CEST) on 10 June 2025.
CREST Members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual which can be found at www.euroclear.com. CREST personal members or other CREST Sponsored Members, and those CREST Members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent, ID RA19, by 12.00 noon (London time) on 16 June 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST Members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST Members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
If you are a Qualifying Shareholder and wish to participate in the Tender Offer, you should follow the procedure for tendering shares. Full details of the Tender Offer, and the procedure to be followed by Qualifying Shareholders wishing to tender Ordinary Shares, are set out in paragraph 6 of Part 2 (Terms and Conditions of the Tender Offer) of this Document.
The procedure for tendering Ordinary Shares depends on whether a Qualifying Shareholder holds Ordinary Shares in certificated or uncertificated form and on whether or not they are a VPS Shareholder.
Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to tender all or some of their Ordinary Shares should complete a Tender Form in accordance with the instructions set out in paragraph 6.1 of Part 2 (Terms and Conditions of the Tender Offer) of this Document and the instructions printed on the Tender Form itself and return it, together with their share certificate(s) by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA in the accompanying reply-paid envelope (for use in the UK) or (during normal business hours only) by hand to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to arrive by no later than 1.00 p.m. (London time) on the Election Return Time.
Qualifying Shareholders who hold Ordinary Shares in uncertificated form and who wish to tender all or some of their Ordinary Shares should tender electronically through CREST in accordance with the instructions set out in paragraph 6.2 of Part 2 (Terms and Conditions of the Tender Offer) of this Document so that the TTE Instruction settles by no later than 1.00 p.m. (London time) on the Election Return Time. If Ordinary Shares are held under different member account IDs, a separate TTE Instruction should be sent for each member account ID.
VPS Shareholders holding the beneficial interest in 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) should complete the DNB Tender Form and return it in accordance with the instructions set out in paragraph 6.4 of Part 2 (Terms and Conditions of the Tender Offer) of this Document and on the DNB Tender Form by no later than 7.00 a.m. (London time) / 8.00 a.m. (CEST time) on the DNB Election Return Time. VPS Shareholders are advised that they cannot tender Ordinary Shares by submitting the general Tender Form or by VPS login, but will instead need to submit the DNB Tender Form to DNB (to the extent the same is forthcoming) if and once the Tender Offer has opened (as announced through the Regulatory Information Services). The Tender Offer will open once the conditions for the Tender Offer are fulfilled, including receipt of the Norwegian Approval.
A general guide to the tax position of Shareholders under UK law and HMRC practice in respect of the Tender Offer is set out in Part 6 (United Kingdom Taxation) of this Document.
Shareholders should note that the information on taxation set out in Part 6 (United Kingdom Taxation) of this Document is a general guide only and that all Shareholders, including Shareholders in other jurisdictions such as the VPS Shareholders, are strongly advised to consult their independent professional advisers about their own personal tax position, including whether their tax position may or may not be affected by the Tender Offer, the De-Listings and the Re-Registration.
Shareholders are strongly advised to consult an appropriate independent professional adviser in relation to the tax treatment of any sale of Ordinary Shares pursuant to the Tender Offer. You should note that following the De-Listings the Ordinary Shares will no longer be quoted on AIM, Euronext Growth Oslo or any other public market.
Shareholders with registered or mailing addresses outside the UK and Norway, and/or who are citizens or nationals of, or resident in, a jurisdiction other than the UK or Norway, should read paragraph 5 of Part 2 (Terms and Conditions of the Tender Offer) of this Document and the relevant provisions of the Tender Form or, in case of VPS Shareholders, the DNB Tender Form. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction(s), including, without limitation, any relevant requirements in relation to the ability of such holders to complete and return a Tender Form or the DNB Tender Form for VPS Shareholders.
It is important for Shareholders in the United States to note that the Tender Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act under the Tier I exemption, under which offerors are entitled to some relief from the US tender offer rules in order to minimise conflicts with foreign regulatory schemes. Accordingly, the Tender Offer is subject to procedural requirements that are different from those applicable under US domestic tender offer procedures and law.
The Tender Offer is being made for the securities of a UK company with Ordinary Shares admitted to trading on AIM, a market operated by the London Stock Exchange. The Tender Offer is subject to UK disclosure requirements which are different from certain United States disclosure requirements.
The receipt of cash pursuant to the Tender Offer by a US holder of Ordinary Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder in the United States is urged to consult their independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer. Furthermore, the payment and settlement procedure with respect to the Tender Offer complies with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
It may be difficult for US holders of Ordinary Shares to enforce their rights or to bring a claim arising out of the United States federal securities laws because the Company is located in a non-US jurisdiction. US holders of Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgement of a US court.
On 23 May 2025, Numis Securities Limited (trading as Deutsche Numis) ceased to be the Company's nominated adviser and broker, and Strand Hanson was appointed in their stead.
You are advised to read all of the information contained in this Document before deciding on the course of action you will take in respect of the General Meeting, the Tender Offer, the De-Listings, and the Re-Registration.
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 paragraph 3.1 (Reasons for the De-Listings) and paragraph 3.2 (Effects of the De-Listings) of this Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document, 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.
• 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.
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 they should take in respect of the Tender Offer or Proposals as a whole, they should consult an independent financial adviser without delay.
Yours faithfully,
Nathan "Tripp" Lane Chair
Shareholders who do not wish to participate in the Tender Offer need take no action in relation to the Tender Offer but are urged to vote in favour of the Resolutions.
Qualifying Shareholders are being invited to tender their Ordinary Shares for purchase by the Company on the terms and subject to the conditions set out in this Part 2 (Terms and Conditions of the Tender Offer) of this Document and also, in the case of certificated Ordinary Shares only, in the Tender Form. All of the Ordinary Shares purchased by the Company will be cancelled.
formalities and the payment of any transfer or other taxes due in such jurisdiction(s). Any such Shareholder will be responsible for any such transfer or other taxes by whomsoever payable and the Company, the Registrars and the Receiving Agent and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom and Norway.
To participate in the Tender Offer, Qualifying Shareholders holding Ordinary Shares in certificated form must complete, sign, have witnessed and return the Tender Form in accordance with these instructions and the instructions on the Tender Form. The following instructions should be read together with the notes on the Tender Form:
By signing and returning a Tender Form, you will be deemed to have appointed Equiniti as the Receiving Agent in respect of the tender process. Equiniti will remit the cash consideration to Qualifying Shareholders in accordance with the terms and conditions of the Tender Offer.
If you have lost your share certificate(s) and/or other document(s) of title, you should write to the Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA for a letter of indemnity in respect of the lost share certificate(s) and/or other document(s) of title. When completed in accordance with the instructions given, such indemnity should be returned by post to the Receiving Agent at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand (during normal business hours only) to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive not later than the date specified for the closing of the Tender Offer. A fee may be payable by the Qualifying Shareholder in respect of each letter of indemnity.
If you are in any doubt as to the procedure for acceptance, please contact Equiniti on +44 (0)371 384 2050. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser if you require any advice relating to the Tender Offer.
If your Ordinary Shares are in uncertificated form, to tender such shares under the Tender Offer you should take (or procure the taking of) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares in respect of which you wish to tender under the Tender Offer to an escrow balance specifying Equiniti (in its capacity as a CREST Participant under Equiniti's Participant ID and Member Account ID as referred to below), as the Receiving Agent, as soon as possible and in any event so that the transfer to escrow settles by no later than 1.00 p.m. on the Election Return Time.
The input and settlement of a TTE Instruction in accordance with this section shall constitute an offer to the Company to sell to it the number of Ordinary Shares at the price indicated on the terms of the Tender Offer by transferring such shares to the relevant escrow account as detailed below. If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Only your CREST Sponsor will be able to send the TTE Instruction to Euroclear in relation to your Ordinary Shares.
The Corporate Action Number is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST.
You should send (or, if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Ordinary Shares concerned for any transaction or charging purposes, notwithstanding that they will be held in escrow until completion or lapse of the Tender Offer.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 1.00 p.m. on the Election Return Time. In this regard you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company and/or the Receiving Agent will make an appropriate announcement if any of the details contained in this section relating to settlement in CREST are materially altered.
Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form or vice versa during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Ordinary Shares relating to the Tender Offer or otherwise). Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person with a holding in or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with the take up of the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on the Election Return Time.
To participate in the Tender Offer, Shareholders holding beneficial ownership in Ordinary Shares must complete, sign and return the DNB Tender Form in accordance with these instructions and the instructions on the DNB Tender Form. The following instructions should be read together with the notes on the DNB Tender Form:
(a) to take up the Tender Offer in respect of beneficial ownership in Ordinary Shares, you must complete the form with information on your Euronext VPS account, bank account number for cash payment, number of shares and any rights holder;
By signing and returning a DNB Tender Form, you will be deemed to have appointed DNB as the Norwegian Receiving Agent in respect of the tender process. DNB will remit the cash consideration to Shareholders in accordance with the terms and conditions of the Tender Offer. VPS Shareholders should note that the cash consideration will be paid in NOK two Business Days following receipt of settlement by CREST shareholders.
If you are in any doubt as to the procedure for acceptance, VPS Shareholders should contact DNB on email via [email protected] with the subject field "Benchmark Tender Offer", or via the +47 915 04800 switchboard (DNB Carnegie, Issuer and Investor Services). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside Norway will be charged at the applicable international rate. The line is open between 8.00 a.m. to 4.30 p.m., Monday to Friday excluding public holidays in Norway. Please note that DNB cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You should consult your authorised investment or financial advisor for advice relating to the Tender Offer.
Completion and lodgement of a Tender Form, including the completion and lodgement of a Tender Form which is treated by the Receiving Agent as valid, shall constitute the irrevocable agreement, warranty and representation by the relevant Qualifying Shareholder that:
Completion and lodgement of a DNB Tender Form, including the completion and lodgement of a DNB Tender Form which is treated by the Norwegian Receiving Agent as valid, shall constitute the irrevocable agreement, warranty and representation by the relevant VPS Shareholder that:
The input of the TTE Instruction which is treated by the Company and the Receiving Agent as valid shall constitute the agreement and irrevocable representation by the relevant Qualifying Shareholder that:
attaching thereto) and, when the same are purchased by the Company, the Company will acquire such Ordinary Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto;
(k) the input of the TTE Instruction constitutes such Qualifying Shareholder's submission to the exclusive jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the Tender Offer.
Subject to the Tender Offer becoming unconditional, settlement of the consideration to which any Qualifying Shareholder is entitled pursuant to tenders accepted by the Company as complete in all respects will be (i) implemented in full in accordance with the terms of the Tender Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which the Company may otherwise be, or claim to be, entitled against such Qualifying Shareholder and (ii) made by the dispatch of cheques or CREST messages as follows:
Where a purchase relates to Ordinary Shares held by Qualifying Shareholders in uncertificated form, the cash consideration will be paid through CREST, by the Receiving Agent (on behalf of the Company) procuring the creation of an assured payment obligation in favour of the payment banks of accepting Qualifying Shareholders in accordance with the CREST assured payment arrangement. The Company reserves the right to settle all or any of the consideration referred to in this paragraph in the manner referred to in paragraph 8.2 below, if for any reason it wishes to do so.
Where an accepted tender relates to Ordinary Shares held in certificated form, cheques for the consideration due will be despatched by the Receiving Agent by first class post to the person or agent whose name and address (outside Canada, Australia, New Zealand, Japan South Africa or any other Restricted Jurisdiction) is set out in Box 1 or Box 3 (as applicable) of the Tender Form or, if none is set out, to the registered address of the tendering Qualifying Shareholder or, in the case of joint holders, the registered address of the first named Qualifying Shareholder. All cash payments will be made in pounds sterling by cheque, drawn on a branch of a UK clearing bank.
Where the accepted tender relates to holdings of beneficial interests in 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), the cash consideration will be paid by DNB as Norwegian Receiving Agent to the bank account specified by the VPS Shareholder in the DNB Tender Form. The Tender Offer Price will be settled and paid to the VPS Shareholders two Business Days following settlement of the Tender Offer Price distributed to Shareholders in CREST. The Tender Offer Price payable by the Company is denominated in GBP, and will, on DNB's receipt, be converted into NOK at the currency exchange rate on the date of payment to DNB given that GBP payment is executed within regular Norwegian working hours to allow GBP exchange to NOK. If not, conversion will take place the next Business Day. Consequently, the Tender Offer Price received by VPS Shareholders, which will be denominated in NOK, may be affected by movements between the NOK and the GBP exchange rate.
To help you understand what is involved in the Tender Offer we have prepared some questions and answers. You should read the whole of this Document and not rely solely on the summary information in this Part 3 (Questions and Answers on the Tender Offer) of this Document. Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document contains a letter from the Chair of the Company in relation to the Tender Offer, De-Listings, and Re-Registration, and Part 2 (Terms and Conditions of the Tender Offer) of this Document sets out the detailed terms and conditions of the Tender Offer. In the event of any inconsistency between the contents of this Part 3 (Questions and Answers on the Tender Offer) of this Document and the terms and conditions set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document, the terms and conditions set out in Part 2 (Terms and Conditions of the Tender Offer) of this Document shall prevail.
The Tender Offer is the method by which the Company intends to return up to approximately £56.7 million to Qualifying Shareholders by way of share buyback(s) of up to a maximum amount of 226,934,325 Ordinary Shares, representing 30.6 per cent. of the Company's issued share capital as at the Latest Practicable Date. Qualifying Shareholders are being given the opportunity to tender their Ordinary Shares for cash to the Company, who will acquire successfully tendered Ordinary Shares at the Tender Offer Price.
3.1 Yes, authority from Shareholders for the Tender Offer is being sought by way of the Tender Offer Resolution set out in the Notice of General Meeting included at the end of this Document. The Tender Offer Resolution requires the approval of not less than 75 per cent. of the votes cast by Shareholders in order to be passed.
You should refer to paragraph 23 (headed Recommendation by the Independent Directors) of Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document for the Independent Directors' recommendation regarding the Tender Offer. Notwithstanding this, you should only make a decision as to whether to tender all or any of your Ordinary Shares based on, among other things, your view of the Company's prospects and your own individual circumstances, including your tax position and you are recommended to seek personal advice from your own duly authorised independent advisers.
The Tender Offer is open to both private and institutional Qualifying Shareholders alike (although the members of the Concert Party have undertaken not to tender their Ordinary Shares under the Tender Offer and any tender from such member of the Concert Party will be treated as invalid). Qualifying Shareholders resident outside the UK, or who are nationals or citizens of jurisdictions other than the UK, should read the information set out in paragraph 5 entitled "Overseas Shareholders" in Part 2 (Terms and Conditions of the Tender Offer) of this Document before taking any action.
All Ordinary Shares sold in the Tender Offer will receive the Tender Offer Price (25 pence per Ordinary Share).
Subject to the Tender Offer becoming unconditional, under the expected timetable of events set out in "Expected Timetable of Principal Events" on page 8 of this Document, it is anticipated that, for those Shareholders that hold Ordinary Shares in certificated form, a cheque will be despatched to you for the proceeds of any sale by T + 14 calendar days. Those Shareholders that hold their Ordinary Shares in CREST, should have their CREST accounts credited by T + 5 calendar days but, in any event, not later than T + 14 calendar days. VPS Shareholders are expected to receive payment in NOK two Business Days after execution of FX GBP/NOK as set out in the timetable above.
Please forward this Document, together with the accompanying documents (but not any personalised Tender Form), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. However, such documents should not be forwarded to or sent in or into any Restricted Jurisdiction.
11.6 Options which remain unexercised on the Tender Offer Record Date do not entitle the holders to participate in the Tender Offer. The Tender Offer shall not be available in respect of Ordinary Shares acquired under the Share Option Schemes (except to the extent that options are vested, exercised and settled in Ordinary Shares in time for the relevant participant to participate in the Tender Offer as a Qualifying Shareholder in accordance with the process explained in more detail in Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document).
You will need to provide a letter of indemnity to Equiniti. This can be obtained by contacting Equiniti on +44 (0)371 384 2050. The helpline is open 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Once received, you will then need to return the duly completed indemnity to Equiniti with your Tender Form prior to the Election Return Time.
If you have read this Document in its entirety and still have questions, Shareholders should telephone Equiniti on +44 (0) 371 384 2050. The helpline is open 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. VPS Shareholders should contact DNB on email via [email protected] with the subject field "Benchmark Tender Offer", or via the +47 915 04800 switchboard (DNB Carnegie, Issuer and Investor Services). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside Norway will be charged at the applicable international rate. The line is open between 8.00 a.m. to 4.30 p.m., Monday to Friday excluding public holidays in Norway. Please note that DNB cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You should consult your authorised investment or financial advisor for advice relating to the Tender Offer.
Following the implementation of the Proposals, the Ordinary Shares will be unlisted ordinary shares in the capital of the Company, which will rank equally as regards to the right to vote at general meetings and the right to receive and retain dividends and other distributions declared, made or paid by, on or after the completion of the De-Listings, Re-Registration and the Tender Offer.
4.1 Each Shareholder will be entitled to receive: (i) the audited consolidated accounts of the Company no later than 90 days after the relevant financial year end; and (ii) the half yearly accounts and reports of the Company no later than 90 days after the relevant financial half year end.
5.1 If the Company proposes to issue new shares or other securities in the Company, then each Shareholder shall be entitled to participate in the issue pro rata to the proportion of the Ordinary Shares it holds, excluding the following issues:
Share transfers are only permitted in the following circumstances: (i) a transfer to an affiliate (as defined in the New Articles); (ii) a transfer of Ordinary Shares held by a Shareholder, who is not an Eligible Shareholder (Minority Transfer); (iii) if permitted by the written consent of all Eligible Shareholders; or (iv) pursuant to the drag and tag rights described below.
If any Eligible Shareholder (as a Selling Eligible Shareholder) intends to transfer any of its Ordinary Shares (Sale Securities), then such Selling Eligible Shareholder must first give notice in writing (a Sale Offer) to each other Eligible Shareholder (the Non-Selling Eligible Shareholders) offering an equal proportion (a Proportionate Entitlement) of such Sale Securities. The Non-Selling Eligible Shareholders will have at least 30 Business Days from receipt of a Sale Offer to accept or reject such Sale Offer (Acceptance Period). A Non Selling Eligible Shareholder may give notice in writing (Acceptance Notice) to the Selling Eligible Shareholder within the Acceptance Period to purchase some or all of the Sale Securities (including whether it is willing to purchase more than its Proportionate Entitlement). Within 10 Business Days of the expiry of the Acceptance Period, the Sale Securities shall be allocated by the Selling Eligible Shareholder to the Non-Selling Eligible Shareholders that have served an Acceptance Notice. Promptly after completion of the allocation process, the Selling Eligible Shareholder shall give written notice (Allocation Notice) to each Non-Selling Eligible Shareholder of allocated Sale Securities and completion of the transfer of the allocated Sale Securities shall take place simultaneously on the proposed date of completion as specified in the Allocation Notice.
If any one or more Eligible Shareholders (as Selling Shareholders) propose to transfer its Ordinary Shares of the Company to a third party purchaser, the other Shareholders shall have a customary pro rata "tag" right entitling them to transfer, on the same terms and conditions as each Selling Shareholder, a number of their Ordinary Shares which is pro rata to the proportion of Ordinary Shares being sold by the Selling Shareholder(s).
If any one or more Selling Shareholders propose to transfer its Ordinary Shares of the Company to a third party purchaser or any other Eligible Shareholder (which would have the effect of that person or its Affiliates obtaining Control of the Company) (as Proposed Buyer), such Selling Shareholder(s) may by notice require all other holders of Ordinary Shares to sell and transfer their interests in the Company on the same terms and conditions as the Selling Shareholder(s) to such Proposed Buyer at the same time.
Further provisions in respect of certain other customary transfer restrictions (including, but not limited to, in respect of the identity of the proposed transferee and requirements in respect of compliance with anti-money laundering, anti-bribery and corruption and anti-sanctions checks, adherence to the Shareholders' Agreement if any Shareholder becomes an Eligible Shareholder and receipt of necessary regulatory approvals (if applicable)) are set out in the Shareholders' Agreement and the New Articles.
The Takeover Code currently applies to the Company and will continue to apply to the Company following the De-Listings for a period of two years.
Brief details of the Panel, the Takeover Code and the protections given by the Takeover Code are described below.
in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.
The following is a summary of key provisions of the Takeover Code which apply to transactions to which the Takeover Code applies.
By agreeing to the De-Listings, Shareholders will still benefit from the protections afforded by the Takeover Code for a period of two years following the De-Listings and Re-Registration.
General Principle 1 of the Takeover Code states that all holders of the securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the Company if there are favourable conditions attached which are not being extended to all shareholders.
General Principle 2 requires that the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company's shareholders.
The board of the offeree company is required by Rule 3.1 of the Takeover Code to obtain competent independent advice as to whether the financial terms of an offer are fair and reasonable and the substance of such advice must be made known to its shareholders. Rule 25.2 requires that the board of the offeree company must send to the offeree company's shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board's views on: (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and (ii) the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company's places of business.
The circular from the offeree company must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.
Rule 20.1 states that, except with the consent of the Panel or as provided in the Notes on Rule 20.1, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.
The following statements do not constitute tax advice, are intended only as a general guide to certain United Kingdom tax considerations and are based on current United Kingdom tax law and current published practice of HMRC in each case as at the time of circulation (which are both subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the United Kingdom tax treatment of Shareholders who are resident in (and only in) the United Kingdom for United Kingdom tax purposes, who are, and will be, the beneficial owners of their Ordinary Shares and who hold, and will hold, their Ordinary Shares as investments (and not as assets to be realised in the course of a trade, profession or vocation). The statements may not apply to certain Shareholders, such as (but not limited to) dealers in securities, insurance companies, investment trust companies, venture capital trusts, collective investment schemes, authorised investment funds, registered pension schemes, charities or Shareholders who have (or are deemed to have) acquired their Ordinary Shares in connection with an office or employment or Shareholders who hold their Ordinary Shares under an individual savings account or a self-invested personal pension. Such persons may be subject to special rules.
The summary below does not constitute tax or legal advice and is not exhaustive and Shareholders who are in any doubt about their taxation position (including the tax implications for them of selling Ordinary Shares pursuant to the Tender Offer), and/or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should take independent advice from their own professional advisers immediately.
United Kingdom for tax purposes will generally not be subject to United Kingdom corporation tax on income on the distribution element and the whole of the price paid to the Shareholder by the Company will be treated as disposal consideration for the purposes of calculating the Shareholder's chargeable gain (or loss) on the disposal. Generally, a company resident in the United Kingdom will be subject to United Kingdom corporation tax (with the main rate being 25 per cent. for the 2025/ 2026 tax year) on all of its chargeable gains, subject to any reliefs and exemptions.
The sale of Ordinary Shares pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for the selling Shareholders.
In this Document:
Benchmark's net cash position of £117 million in its unaudited management accounts as at 14 May 2025; with the resulting amount divided by
Benchmark's net cash position of £117 million in its unaudited management accounts as at 14 May 2025; with the resulting amount divided by
The following sets out the financial information in respect of the Company, as required by Rule 24.3(e) of the Takeover Code. The documents referred to below are incorporated by reference into this Document pursuant to Rule 24.15 of the Takeover Code:
No rating agency has publicly accorded any current credit rating or outlook for the Company.
The following sets out the financial information in respect of the Concert Party, as required by Rule 24.3(b) of the Takeover Code. The documents referred to below are incorporated by reference into this Document pursuant to Rule 24.15 of the Takeover Code:
No rating agency has publicly accorded any current credit rating or outlook for the Concert Party.
Subject to certain restrictions relating to persons in any Restricted Jurisdiction, you may request a copy of this Document and any information incorporated into it by reference to another source in hard copy form by contacting the Company Secretary at Benchmark Holdings plc, Highdown House, Yeoman Way, Worthing, West Sussex BN99 3HH or on +44 (0)114 240 9939 during normal business hours. Your request should specify your name and your postal address. A hard copy of this Document and any such other information will not be sent to you unless you request it.
Save as expressly referred to herein, neither the content of the Company's or the Concert Party's websites, nor the content of any website accessible from hyperlinks on the Company's or Concert Party's websites, is incorporated into, or forms part of, this Document.
The Tender Offer is in line with the investment activities of the members of the Concert Party. Full acceptance of the Tender Offer would not have a material impact on the earnings, assets and liabilities of the members of the Concert Party.
Benchmark Holdings plc is a public limited company incorporated under the laws of England and Wales with company number 04115910. The Company is domiciled in England and Wales, its registered office is at Highdown House, Yeoman Way, Worthing, West Sussex BN99 3HH with a central group finance office based at 4 Park Square, Thorncliffe Park, Chapeltown, S35 2PH (telephone number +44 (0)114 240 9939). The principal legislation under which the Company operates, and under which the Ordinary Shares were created, is the Companies Act and the regulations made thereunder.
The names of the directors of the Company and their respective functions are set out on page 7 of this Document.
3.1 In addition to the Company's directors (together with their close relatives and related trusts) and members of the Group (and their related pension schemes), the persons who, for the purposes of the Takeover Code, are acting in concert with the Company in respect of the Tender Offer and who are required to be disclosed are:
| Name | Type | Registered Office | Relationship with the Company |
|---|---|---|---|
| Strand Hanson Limited |
Private limited company registered in England and Wales |
26 Mount Row, London W1K 3SQ |
Financial adviser, nominated adviser and broker to the Company in connection with the Tender Offer |
3.2 In addition to the Concert Party members' directors and/or general partner managers (together with their close relatives and related trusts), there are no other persons who, for the purposes of the Takeover Code, are acting in concert with the Concert Party in respect of the Tender Offer.
4.1 The Takeover Code requires the Independent Directors to give their views on: (i) the effect of the Tender Offer on all of the Company's interests, including, specifically, employment, and (ii) the Concert Party's strategic plans for the Company in the event that they acquire further control of the Company as a consequence of the Tender Offer and the likely repercussions on employment and the locations of the Company's places of business.
In this regard, Shareholders' attention is drawn to the Concert Party's strategic plans, ongoing removal of the Group's UK headquarters and related functions in Sheffield and limited headcount reduction if the Proposals are completed as set out in paragraph 10 of Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document.
The Independent Directors welcome and have given due consideration to the Concert Party's stated intentions and assurances regarding the Group and its continuing businesses contained in such paragraph in formulating their views on, and recommendation of, the Proposals as set out in paragraph 23 of Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document.
As at the Latest Practicable Date, the interests of the Directors, their immediate families and persons connected with them, within the meaning of Part 22 of the Companies Act, in Ordinary Shares (apart from the options/awards which are described below) were as follows:
| Director | Percentage of the Company's issued share capital (per cent.) |
Number of Ordinary Shares |
|---|---|---|
| Nathan "Tripp" Lane | – | – |
| Trond Williksen(1) | 0.04 | 270,000 |
| Septima Maguire | 0.05 | 342,028 |
| Kristian Eikre | – | – |
| Yngve Myhre | 0.18 | 1,326,401 |
| Torgeir Svae | – | – |
| Marie Danielsson | – | – |
| Jonathan Esfandi(2) | – | – |
Notes:
(1) All of Trond Williksen's holdings are held through his company, KRING AS
(2) Jonathan Esfandi is the founder and managing partner of JNE Partners LLP, which acts as the investment manager to each of JNE Master Fund LP and JNE Illiquid Opportunities Fund LP. Both of these entities are members of the Concert Party and together hold significant interests in the relevant securities of the Company.
As at the Latest Practicable Date, the following options in respect of Ordinary Shares had been granted to the following Directors and remained outstanding under the Share Plans:
| Director | Share Option Scheme |
Options held at the Latest Practicable Date |
Exercise price |
Date from which exercisable |
|---|---|---|---|---|
| Trond Williksen | CSOP II | 1,500,000 | 31.5p | 1 June 2023 |
| CSOP II | 148,657 | 0.1p | 4 January 2024 | |
| CSOP II | 169,738 | 0.1p | 6 December 2024 | |
| CSOP II | 568,727 | 0.1p | 19 December 2024 | |
| NEW LTIP | 3,042,360 | 0.1p | 12 December 2025 | |
| Septima Maguire | CSOP I | 70,588 | 42.5p | 20 February 2023 |
| CSOP II | 329,412 | 42.5p | 20 February 2023 | |
| CSOP II | 600,000 | 31.5p | 1 June 2023 | |
| CSOP II | 94,769 | 0.1p | 4 January 2024 | |
| CSOP II | 108,208 | 0.1p | 6 December 2024 | |
| CSOP II | 362,546 | 0.1p | 19 December 2024 | |
| New LTIP | 2,073,720 | 0.1p | 12 December 2025 |
The members of the Concert Party have significant interests in relevant securities. As at the Latest Practicable Date, the interests, rights to subscribe and short positions of the members of the Concert Party in Ordinary Shares were as set out below.
| Percentage of the Company's issued share capital (per cent.) |
Number of Ordinary Shares |
|
|---|---|---|
| FERD AS(1) | 25.88 | 191,923,746 |
| JNE Master Fund LP(2) | 21.93 | 162,618,130 |
| JNE Illiquid Opportunities LP(2) | 0.90 | 6,645,681 |
| Kverva Finans AS(1) | 22.28 | 165,215,579 |
| Total Concert Party | 70.99 | 526,403,136 |
Notes:
(1) All of FERD AS's and Kverva Finans AS's holdings are held through the structure implemented for the trading of the Ordinary Shares on Euronext Oslo Growth and are therefore 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).
(2) JNE Partners LLP is the investment manager of each of JNE Master Fund LP and JNE Illiquid Opportunities Fund LP and the Ordinary Shares are registered in the names of Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively and held by Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively as nominees.
The maximum potential holdings of the members of the Concert Party following the Tender Offer are set out below (assuming that the total share capital of the Company is 741,505,672 Ordinary Shares), that the maximum number of Ordinary Shares are purchased by the Company (being 226,934,325 Ordinary Shares) and that no Ordinary Shares are tendered by members of the Concert Party.
| FERD AS | 36.5 |
|---|---|
| JNE Master Fund LP | 30.9 |
| JNE Illiquid Opportunities LP | 1.3 |
| Kverva Finans AS | 31.4 |
| Total Concert Party | 100.00 |
Save as disclosed above, there is no other person acting in concert with the Concert Party with interests, rights to subscribe or short positions in the Ordinary Shares. In particular, none of the directors or general partner managers (as applicable) of the corporate entities comprising the Concert Party have any interests, rights to subscribe or short positions in the Ordinary Shares.
As at the Latest Practicable Date, neither Strand Hanson nor any other connected adviser of the Company (including any person controlling, controlled by or under the same control as them, except in the capacity of an exempt fund manager or exempt principal trader) has any interests, rights to subscribe or short positions in relevant securities.
Insofar as it is known to the Company as at the Latest Practicable Date, the following persons have an interest in the Ordinary Shares which is notifiable under the Disclosure and Transparency Rules:
| Percentage of Company's issued share capital (per cent.) |
Number of Ordinary Shares |
|
|---|---|---|
| FERD AS(1) | 25.88 | 191,923,746 |
| JNE Master Fund LP(2) | 21.93 | 162,618,130 |
| JNE Illiquid Opportunities LP(2) | 0.90 | 6,645,681 |
| Kverva Finans AS(1) | 22.28 | 165,215,579 |
| Harwood Capital | 3.94 | 29,200,000 |
| Total Interests | 74.93 | 555,603,136 |
Notes:
(1) All of FERD AS's and Kverva Finan AS's holdings are held through the structure implemented for the trading of the Ordinary Shares on Euronext Oslo Growth and are therefore 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).
(2) JNE Partners LLP is the investment manager of each of JNE Master Fund LP and JNE Illiquid Opportunities Fund LP and the Ordinary Shares are registered in the names of Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively and held by Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively as nominee.
Particulars of the Directors' current service contracts and letters of appointments are summarised below. There are no other letters of appointment or service contracts between the Directors and the Company or any of its subsidiaries and, save as disclosed herein, no other letters of appointment have been entered into or amended during the period of six months prior to the date of this Document.
| Name | Date of appointment |
Notice Period | Contractual Annual Salary/Fee (£) |
|---|---|---|---|
| Nathan "Tripp" Lane | 16 December 2024 | One month | 240,000 |
| Trond Williksen | 1 June 2020 | Six months | 454,700 |
| Septima Maguire | 13 December 2019 | Six months | 309,900 |
| Kristian Eikre | 14 March 2019 | One month | N/A |
| Yngve Myhre | 6 November 2017 | Three months | 48,000 |
| Torgeir Svae | 17 April 2023 | One month | N/A |
| Marie Danielsson | 30 June 2023 | One month | 55,500 |
| Jonathan Esfandi | 29 November 2023 | One month | N/A |
Full details of the Directors' emoluments and other benefits are set out on pages 84 to 97 of the Company's annual report and accounts for its financial year ended 30 September 2024.
8.1 The Kverva Finans AS directors and their respective positions are set out below:
| Bjørn Wiggen | Chairman of the Board |
|---|---|
| Gustav Witzøe | Member of the Board |
| Randi Ness | Member of the Board |
| Harald Ellefsen | Member of the Board |
| Helge Moen | Member of the Board |
| Therese Log Bergjord | Member of the Board |
| Leif Inge Nordhammer | Member of the Board |
| Anniken Olsen | Member of the Board |
The registered office of Kverva Finans AS is c/o Kverva AS, Postboks 1223 Torgarden, 7462 Trondheim, Norway.
8.2 The FERD AS directors and their respective positions are set out below:
| Chairman of the Board |
|---|
| Board Member and Chief Executive Officer |
| Board Member |
| Board Member |
| Board Member |
| Board Member |
| Board Member |
The registered office of FERD AS is Dronning Mauds gate 10, 0250 Oslo, Norway.
8.3 The JNE Partners (GP) LLC (general partner of JNE Master Fund LP) managers and their respective positions are set out below:
| Kimberly Melen | Manager |
|---|---|
| Jarard Blake | Manager |
| Andrew Lobb | Manager |
The registered office of JNE Partners (GP) LLC is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
8.4 The JNE Partners (GP) II LLC (general partner of JNE Illiquid Opportunities Fund LP) managers and their respective positions are set out below:
| Kimberly Melen | Manager |
|---|---|
| Jarard Blake | Manager |
| Andrew Lobb | Manager |
The registered office of JNE Partners (GP) II LLC is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The following members of the Concert Party have given irrevocable undertakings in respect of their own beneficial holdings (or those Ordinary Shares over which they have control) of Ordinary Shares as at the Latest Practicable Date:
| Name | Number of Ordinary Shares |
Percentage of the Company's issued share capital (per cent.) |
|---|---|---|
| FERD AS(1) | 191,923,746 | 25.88 |
| JNE Master Fund(2) | 162,618,130 | 21.93 |
| JNE Illiquid Opportunities LP(2) | 6,645,681 | 0.90 |
| Kverva Finans AS(1) | 165,215,579 | 22.28 |
| TOTAL | 526,403,136 | 70.99 |
Notes:
(1) All of FERD AS's and Kverva Finans AS's holdings are held through the structure implemented for the trading of the Ordinary Shares on Euronext Oslo Growth and are therefore 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).
(2) JNE Partners LLP is the investment manager of each of JNE Master Fund LP and JNE Illiquid Opportunities Fund LP and the Ordinary Shares are registered in the names of Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively and held by Goldman Sachs Securities (Nominees) Ltd. and Citibank, N.A respectively as nominee.
The above members of the Concert Party have given irrevocable undertakings not to accept (and to procure that the relevant registered holder(s) do not accept) the Tender Offer in respect of their Ordinary Shares and to vote (and to procure that the relevant registered holder(s) vote) in favour of the Resolutions in respect of their Ordinary Shares.
These irrevocable undertakings also extend to any Ordinary Shares subsequently acquired by the members of the Concert Party.
These irrevocable undertakings will cease to be binding on the earlier to occur of: (a) 6 months from the date of the undertaking; (b) on completion of the Proposals; or (c) the Company deciding that it no longer intends to proceed with the Proposals.
Trond Williksen, Septima Maguire and Yngve Myhre, being the only Directors who hold Ordinary Shares in the Company, have each provided an irrevocable undertaking in respect of their own beneficial holdings (or those Ordinary Shares over which they have control) of Ordinary Shares as at the Latest Practicable Date:
| Percentage of the Company's issued share capital (per cent.) |
Number of Ordinary Shares held at the Latest Practicable Date |
|
|---|---|---|
| Trond Williksen(1) | 0.04 | 270,000 |
| Septima Maguire | 0.05 | 342,028 |
| Yngve Myhre | 0.18 | 1,326,401 |
(1) All of Trond Williksen's holdings are held through his company, KRING AS.
The irrevocable undertakings have been given to vote in favour of the Resolutions each in respect of all of their, in aggregate, 1,938,429 Ordinary Shares, representing, in aggregate, approximately 0.27 per cent of the Company's issued share capital at the Latest Practicable Date. These irrevocable undertakings will cease to be binding on the earlier to occur of: (a) 6 months from the date of the undertaking; (b) on completion of the Proposals; or (c) the Company deciding that it no longer intends to proceed with the Proposals.
As part of the disposal of its Genetics Business, the Company entered into a disposal agreement on 25 November 2024, detailing the sale of the entire issued share capital of Benchmark Genetics Limited by the Company to Starfish Bidco AS, and the disposal of the entire issued share capital of Benchmark Genetics Norway AS by Benchmark Genetics Limited to Starfish Bidco AS. This is set out in further detail in the circular published on 26 November 2024 by the Company to its shareholders, and is incorporated by reference pursuant to paragraph 18.2 of this Part 9 (Additional Information) of this Document below.
Following completion of the Proposals, the Company intends that the Shareholders' Agreement would be entered into between the Company and each of the Eligible Shareholders which, at the date of this Document, consist of the members of the Concert Party. A copy of the Shareholders' Agreement and the New Articles which will be adopted by the Company with effect from completion of the De-Listings and the Re-Registration will be available for inspection at the Company's registered office and on the Company's website at www.benchmarkplc.com/ from 23 May 2025 until the Election Return Time.
The principal terms of the Shareholders' Agreement and the New Articles are as set out in Part 4 (Shareholders' Agreement and New Articles of Association) of this Document.
The Company entered into a second amendment and restatement agreement dated 31 March 2025 with DNB (UK) Limited, as lender, and DNB Bank ASA, London Branch, as agent, relating to a revolving facility agreement originally dated 21 November 2022, as amended by an amendment and restatement agreement dated 26 March 2024 and as further amended by an amendment letter dated 20 December 2024. The lender had made available a multicurrency revolving credit facility in the amount of £27.5 million to the Company and under this agreement, the lender consented to changing the denomination of the facility and reducing the amount of the total commitments from £27.5 million to USD 19 million.
The Company entered into a nominated adviser agreement dated 23 May 2025 (Nomad Engagement Letter) with Strand Hanson whereby the Company appointed Strand Hanson as its nominated adviser, financial adviser and broker under the terms and conditions set out in the Nomad Engagement Letter.
The Directors are not aware of any agreement, arrangement or understanding having any connection with or dependence upon the Proposals set out in this Document between any member of the Concert Party and Strand Hanson (or any person who is, or is presumed to be, acting in concert with Strand Hanson).
No member of the Concert Party has entered into any agreement, arrangement or understanding with any of the Directors which has any connection with or dependence upon the Tender Offer. In addition, the Directors are not aware of any agreement, arrangement or understanding having any connection with or dependence upon the Proposals set out in this Document between any member of the Concert Party and any person interested or recently interested in Ordinary Shares, or any other recent Director.
Save for (i) the completion of the disposal of the Genetics Business, (ii) the redemption of senior secured bonds (with ISIN NO0012704099) and (iii) as described in paragraph 15 of Part 1 (Letter from the Chair of Benchmark Holdings plc) of this Document, there has been no significant change in the financial or trading position of the Company since its unaudited results for the three months ending 31 December 2024 which were announced on 28 February 2025.
The aggregate amount of estimated fees and expenses expected to be incurred by the Company in connection with the Proposals set out in this Document amount to approximately £1,065,000 (excluding any applicable VAT or similar taxes).
| Category | Estimated fees and expenses (£) |
|---|---|
| Corporate broking and advisory fees | 335,000 |
| Legal fees | 650,000 |
| Other costs/expenses | 80,000 |
| TOTAL | 1,065,000 |
The Concert Party has not incurred material fees and expenses in connection with the Proposals set out in this Document.
The middle market quotations for the Ordinary Shares as derived from Bloomberg, for the first Business Day of each of the six months immediately preceding the date of this Document and on the Latest Practicable Date were:
| Date | Price per Ordinary Share (pence) |
|---|---|
| 22 May 2025 | 22.00 |
| 1 May 2025 | 21.40 |
| 1 April 2025 | 21.60 |
| 3 March 2025 | 24.40 |
| 3 February 2025 | 28.40 |
| 2 January 2025 | 31.50 |
| 2 December 2024 | 38.00 |
The Company will announce the results of the Tender Offer through a Regulatory Information Service (with such announcement also being made available on the Company's website at http:// www.benchmarkplc.com/investor-information) as soon as possible and, in any event, by no later than the Business Day following the date on which the Tender Offer closes.
Strand Hanson has given and has not withdrawn its written consent to the publication of this Document with the inclusion of the references to its name in the form and context in which they appear.
has as at the Latest Practicable Date any interest in, right to subscribe in respect of or short position in relation to any relevant securities; and
(e) there are no relevant securities which any person acting in concert with the Company has borrowed or lent (excluding any borrowed relevant securities which have either been on lent or sold).
In this Part 9 (Additional Information) references to:
Copies of the following documents will be available for inspection during normal business hours on any Business Day, free of charge, at the offices of Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, from the date of this Document up to the Election Return Time:
Copies of these documents will also be available on the Company's website, https:// www.benchmarkplc.com/investors/, from the date of this Document up to the Election Return Time.
Any Shareholder, person with information rights or other person to whom this Document is sent may request a copy of each of the documents set out above, or a copy of this Document, in hard copy form. Hard copies will be sent only where valid requests are received from such persons. Requests for hard copies are to be submitted to the Company Secretary, either by post to Benchmark Holdings plc, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, or by calling Equiniti on +44 (0)371 384 2050. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice. Any VPS Shareholder can call DNB via the +47 915 04800 switchboard. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside Norway will be charged at the applicable international rate. The line is open between 8.00 a.m. to 4.30 p.m., Monday to Friday excluding public holidays in Norway. Please note that DNB cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You should consult your authorised investment or financial advisor for advice relating to the Tender Offer.
(incorporated and registered in England and Wales under number 04115910)
Notice is hereby given that a General Meeting of Benchmark Holdings plc (Company) will be held at the offices of DLA Piper UK LLP, 160 Aldersgate Street, London, EC2A 4HT, at 12.00 noon on 18 June 2025 for the purpose of considering and, if thought fit, passing Resolutions 1, 2 and 3 as special resolutions, each of which will be voted on by way of a poll.
Capitalised terms not otherwise defined within this notice shall have the meanings given to them in the circular dated 23 May 2025 of which this notice forms part (the Circular).
Ivonne Cantu
Company Secretary
23 May 2025
Registered Office: Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH
Completion of the Form of Proxy or the appointment of a proxy electronically or through CREST or the Proxymity platform will not prevent a member from attending and voting in person.
register after 11.00 a.m. (London time) (12.00 p.m. CEST) on 10 June 2025 shall be disregarded in determining the right of any VPS Shareholder to attend or vote at the General Meeting.
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