Benchmark Holdings Plc — Share Issue/Capital Change 2021

Nov 29, 2021

Placing and Appointment of Non-Executive Director

Placing and Appointment of Non-Executive Director

Placing to raise £20.7 million (the “Placing”)

Funding to maintain business momentum and investment in growth

and

Appointment of non-Executive Director

Benchmark Holdings plc (LSE:BMK), the aquaculture biotechnology company, today announces that it has raised £20.7 million (before expenses) by way of a Placing from existing and new shareholders through the issue of 33,106,620 new ordinary shares of 0.1 pence each in the Company (the “Placing Shares”) at a price of 62.0 pence per share (the “Placing Price”) and the proposed subscription by certain Directors of the Company for £0.2 million of new ordinary shares of 0.1 pence each in the Company at the Placing Price (the "Director Shares" and, together with the Placing Shares, the "New Shares") (the "Director Subscription").

Following a substantial reorganisation completed in FY2020, Benchmark has delivered a good financial performance in FY2021, including the fourth quarter as reported today, demonstrating the success of its renewed commercial focus and financial discipline.

The net proceeds of the Placing will provide the Company with additional headroom to maintain this momentum and to continue to fund its ongoing growth initiatives, which may include additional CleanTreat systems to support the roll-out of Ectosan Vet® and CleanTreat® if demand requires.

Summary of the Placing

• Placing of 33,106,620 Placing Shares and the proposed Director Subscription of 295,000 Director Shares

• The 33,401,620 New Shares represent in aggregate 4.7% of the enlarged issued share capital of the Company, raising a total of £20.7 million (before expenses)

• The Placing Price of 62.0 pence per share represents a discount of 0.8% to the closing middle market price of 62.5 pence per share on 26 November 2021, being the last day prior to the date of this Announcement

• The New Shares will be issued pursuant to the allotment and disapplication of pre-emption authorities that shareholders granted to the Company at its annual general meeting on 9 February 2021

• Admission and commencement of dealing in the New Shares is expected to take place on or around 1 December 2021

• Numis is acting as Nominated Adviser, Broker and Bookrunner in relation to the Placing

Trond Williksen, CEO, commented:

“Benchmark has delivered a good financial performance in FY2021 as reported today, demonstrating the success of our renewed commercial focus and financial discipline. We have a positive outlook with good momentum in our business, attractive market dynamics and significant growth opportunities.

“We are pleased with the strong shareholder support demonstrated by the Placing being successfully executed at market price, and the Placing proceeds will provide additional headroom to maintain this momentum and to continue to fund our ongoing growth initiatives.”

Peter George, Chairman, commented:

"I am pleased to welcome Atle Eide to the Board. Atle brings a wealth of experience in the seafood, aquaculture sectors, and as an investor has a track record in helping drive growth and value. I am looking forward to working with Atle.”

2021 Annual Results and background to the Placing

Today, Benchmark announced its results for the financial year ended 30 September 2021. The Company delivered a strong trading performance with significant financial and strategic progress during the financial year. Revenues and adjusted EBITDA grew by 18% and 34%, respectively, reflecting a strong performance in its three business areas. The Company made disciplined investments during the financial year totalling £23 million of capex to support its growth projects and momentum in the business whilst Benchmark’s cash and net debt positions at 30 September 2021 were £39.5 million and £80.9 million, respectively.

Looking forward, the Company has a positive outlook with good momentum in the business, attractive market dynamics and significant growth opportunities. Consistency in performance is expected to continue in Genetics and Advanced Nutrition, and Health is expected to start benefitting from Ectosan Vet® and CleanTreat® revenue streams. Specifically, the salmon markets are solid with a positive outlook for continuing growth, whilst the global shrimp markets are recovering. Sea bass and sea bream markets have recovered and are stable, while Artemia harvests have normalised.

In the context of the Company’s positive outlook and growth opportunities, together with the approaching maturity of its 850 million NOK bond in June 2023, the Board conducted a review to define the optimal structure and listing venue to support its next phase of growth. As a result of this review, the Board is considering a listing in Oslo as the world’s largest seafood focused market. A listing in Oslo would give the Company access to its unique financial aquaculture ecosystem and global base of specialist sector investors and analysts. The Company has appointed DnB Markets and Pareto Securities as advisers on a potential listing in Oslo.

Details of the Placing

Pursuant to the Placing Agreement, Numis has agreed to use its reasonable endeavours to procure Placees for 33,106,620 Placing Shares at the Placing Price representing gross proceeds of £20.5 million. The Placing has been underwritten by Numis.

The terms and conditions of the Placing are set out in Appendix I to this Announcement.

The Placing is conditional, inter alia, on the following:

I. The Placing Agreement not being terminated prior to Admission of the Placing Shares and it becoming unconditional in all respects; and

II. Admission of the Placing Shares having become effective on or before 8.00 a.m. on 1 December 2021 (or such later date and/or time as the Company and Numis may agree, being no later than 8.30 a.m. on 8 December 2021).

Directors' participation

Certain Directors of the Company intend to subscribe for 295,000 Director Shares at the Placing Price, for total consideration of approximately £0.2 million under the Director Subscription. A further announcement in relation to the Director Subscription will be made in due course.

Admission

An application has been made for the New Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 1 December 2021 and that dealings for normal settlement in the New Shares will commence at 8.00 a.m. on 1 December 2021. The New Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Shareholder Consultation

The Company has consulted with a number of its largest shareholders regarding the rationale for the Placing and its non-pre-emptive nature ahead of this announcement. The Board's belief that the Placing is in the best interests of shareholders and will promote the success of the Company has been strengthened by these discussions.

The proposed issue and allotment of the New Shares is within the existing shareholder authorities granted to the Company at its Annual General Meeting held on 9 February 2021.

Appointment of Non-Executive Director

The Company is pleased to announce the appointment of Atle Eide as Non-Executive Director. Atle Eide has extensive experience in the seafood industry including as Chairman of Salmar ASA and CEO of Mowi ASA. He is currently Chairman of Scale AQ, an innovation and technology aquaculture company and a member of the Norwegian Seafood Federation, amongst other appointments. In addition to his extensive involvement in the seafood and aquaculture sectors, Atle has substantial experience as an investor having been a director at Kverva AS between November 2017 and May 2021 and non-executive chairman, and senior partner, at HitecVision, the leading Norwegian private equity company, for almost 20 years until 2020.

Given Atle’s previous role as a director of Kverva AS, a significant shareholder in the Company, the Board has concluded that he is not an independent director of the Company.

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

Full name: Atle Sveinung Eide

Age: 64 years

Current directorships: Kontali Analyse AS

Havfram Holdings AS

Scale AQ

Moreld AS

Maringto AS

Salmar Aker Ocean AS

Saga Robotics AS

Insula AS

Sjømat Norge

Former directorships (previous 5 years): Analytic AS

AA Holdco AS

More Holdco NPG AS

Active Service AS

C5 Eiendom Holding AS

Agile Rig & Modules AS

Tekniskbureau AS

Salmar ASA

More Holdco Emtunga AS

Eureka Group AS

Leirvik AS

NP Group AS

Aarbakke AS

Kverva AS

Insula AS

D1-3 Eienddom AS

Fynd Ocean Ventures AS

HV VII Invest DGAS AS

APP Investment AS

Moreld Invest AS

Moreld Holding AS

Stubo AS

Agility Group AS

HV VI Holding AS

HV V Holding AS

HV IV Holding AS

More Holdco Gamma

Edrilling AS

AO Holdco AS

More Holdco TB AS

Moreld AS

Flux Group AS

More Holdco Alfa AS

More Holdco Giba AS

Moseidveien 17 AS

More Holdco Apply AS

Apply AS

More Holdco Leirvik AS

Karsten Moholt AS

Moreld AS

Nutrimar Harvest AS

Nutrimar AS

Nutrimar Holding AS

Beneficial interest in the equity securities of Benchmark Holdings plc

None

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

This Announcement is released by and is the sole responsibility of Benchmark Holdings plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

Market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information from Benchmark Holdings plc, please contact:

Benchmark Holdings plc Tel: 0114 240 9939

Trond Williksen, CEO

Septima Maguire, CFO

Ivonne Cantu, Investor Relations

Numis (NOMAD, Broker and Bookrunner) Tel: 020 7260 1000

James Black, Freddie Barnfield, Duncan Monteith

MHP Communications Tel: 020 3128 8990 / 8742

Katie Hunt, Reg Hoare, Alistair de Kare-Silver benchmark@mhpc.com