Placing and Acquisition

RNS Number : 8855I

Benchmark Holdings PLC

14 December 2015

 

The following replaces the 'Placing and Acquisition' announcement made through the UK Financial Markets distribution tool of RNS on Friday 11 December 2015, as the stated time and date that trading in the Company's shares on AIM resume was incorrect. The shares will resume trading at 07.30AM on Monday 14 December 2015. There are no other changes to the announcement.

IMPORTANT INFORMATION

The information contained in this announcement is restricted and is not for publication, release or distribution in or into the Unites States of America, Canada, Australia, Japan or the Republic of Ireland.

11 December 2015

Benchmark Holdings plc

("Benchmark" or the "Company" or the "Group")

Proposed Placing of £186 million and Acquisition of INVE Aquaculture Holding B.V for $342m

Restoration of Trading on AIM

Benchmark Holdings plc (AIM: BMK) is pleased to announce that it has reached agreement to acquire INVE Aquaculture Holding B.V. ("INVE"), a leading specialist manufacturer of primary stage technically advanced nutrition and health products for aquaculture, for a total consideration of $342 million (approximately £227 million).  Of the headline consideration, $300 million (approximately £199 million) will be payable in cash and $42 million (approximately £28 million) will be satisfied through the issue of Consideration Shares. Following the acquisition, which is expected to be earnings enhancing in the first full financial year post-completion, INVE management will join the Enlarged Group and invest in Benchmark shares.

The cash consideration is being financed by a placing of new shares to new and existing institutional investors (the "Placing") raising approximately £185.7 million through the placing of 215,922,141 new Benchmark shares at 86p per share. The balance will be satisfied with debt funding to be drawn under New Debt Facilities provided by HSBC Bank plc and Rabobank (Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.).

HIGHLIGHTS

Acquisition creates global leader in aquaculture technology market

§ Enlarged Group will serve customers in more than 70 countries across six continents

§ Leadership in speciality aquaculture nutrition market, complementary to Benchmark's position in genetics and health

§ Benchmark becomes a significant provider of integrated technology, products and services to the industry

§ Additional 40 products in development with little or no duplication with the Group's existing pipeline

Transformational transaction

§ Total consideration of $342 million (approximately £227 million), of which $300 million (approximately £199 million) is payable in cash and $42 million (approximately £28 million) will be satisfied through the issue of Consideration Shares.  Net cash at completion is expected to be $9-10 million.

§ The purchase price represents 14.1 times INVE's adjusted post tax profits for 2014 and 12.1 times its unaudited adjusted post tax profits for the twelve months ending 31st July 2015¹

§ The acquisition is expected to be immediately earnings enhancing in the first full financial year post-completion

§ INVE revenues and EBITDA for year ended 31 December 2014 of $89 million and $25.4 million respectively.  For the seven months ended 31 July 2015 INVE generated revenues  of $60.6m and EBITDA of $15.2m

§ Placing to raise £185.7 million gross proceeds comprises the issue of 215,922,141 new Benchmark shares at 86p per share, a discount of 7.53 per cent. to price of 93p per share on 8 October the day when the shares were suspended pending the announcement regarding a reverse takeover

§ Market capitalisation on Admission and following issue of Roll-Over and Consideration Shares of £407.6 million (based on the Placing Price)

Significant opportunities for synergies across the Group

§ Leverage global distribution network across the Group

§ Apply INVE's expertise in nutrition to Benchmark's health and genetics programmes

§ Combine global biology and biotechnology R&D activities

Current Trading

§ The Company's results for the financial year ended 30 September 2015 are expected to be in line with market expectations, since that date, the Company continues to trade in line.

Following the publication of an admission document today, trading in the Company's shares on AIM will resume from 7:30 am on Monday 14 December 2015.

¹Adjusted post-tax profits are stated before deducting share based compensation, net interest expense and transaction costs relating to the 

sale of INVE, and after charging notional corporation tax calculated by reference to INVE's effective tax rate for the period.

Malcolm Pye, Chief Executive of Benchmark, commented:

"The acquisition of INVE makes Benchmark a global leader in the aquaculture technology market overnight. Aquaculture is not only a multi-billion dollar sector but one of the fastest growing in the food industry. Importantly we believe the teams at Benchmark and INVE share a common ethos and culture. Both companies have a history of working collaboratively with partners to develop technologies, and both have a drive to address one of the most pressing issues of our time in developing a healthy, sustainable food chain."  

"Since listing, Benchmark has a proven track record of successfully integrating acquisitions - as with SalmoBreed and StofnFiskur last year - and this deal underpins our future growth ambitions. The potential opportunities and synergies presented by INVE offer a step-up both in terms of the technology applied in our products, and the marketing and distribution network already present in some of the fastest growing markets in the world."

Philippe Léger, Chief Executive Officer of INVE, commented:

"Stimulating healthy growth and performance in aquaculture has always been INVE Aquaculture's main driver. Becoming part of the Benchmark group will definitely reinforce this. This new milestone on our growth path unlocks INVE's inherent potential to serve our customers globally with the industry's most comprehensive portfolios of specialized aquaculture products. 

Benchmark's toolbox of health and genetics solutions will complete INVE's current offering in advanced nutritional and health products. Together we will become a unique knowledge and solutions platform that supports our customers in taking better care throughout the culture lifecycle. As a result we can more effectively than ever contribute to our clients' sustainable growth and long-term success."

In view of the size of the Acquisition relative to the Company, the Acquisition is classified as a reverse takeover under the AIM Rules and is therefore conditional, inter alia, upon the approval of Shareholders and the admission of the Enlarged Share Capital to trading on AIM. Such approval is being sought at the General Meeting to be held at 11 am on 29 December 2015. If the Resolutions are approved by Shareholders, it is expected that Admission and dealing in the Placing Shares will commence at 8.00 a.m. on 30 December 2015 and that the Acquisition will complete on 30 December 2015 and that the Consideration Shares and Roll-Over Shares will be admitted to trading on AIM on 31 December 2015.

The Company has secured irrevocable commitments to vote in favour of the resolutions to effect the Acquisition and the Placing to be proposed at the General Meeting in respect of 85.41 per cent of the Existing Ordinary Shares.

Expected Timetable of Principal Events

	Date
Publication of the Admission Document	11 December 2015
Latest time and date for receipt of forms of proxy	11 a.m.  on 23 December 2015
General Meeting	29 December 2015
Admission and commencement of dealings in the Placing Shares	8.00 a.m. on 30 December 2015
Crediting of the Placing Shares to CREST accounts	8.00 a.m. on 30 December 2015
Issue of the Roll-Over Shares and the Consideration Shares	31 December  2015
Admission and commencement of dealings in the Roll-Over Shares and the Consideration Shares	8.00 a.m. on 31 December 2015
Crediting of the Roll-Over Shares and the Consideration Shares to CREST accounts	8.00 a.m. on 31 December 2015
Despatch of definitive share certificates	14 January 2015

This summary should be read in conjunction with the full text of this announcement and the Admission Document, which is being posted to Shareholders today and will also be made available to view on the Company's website at www.benchmarkplc.com. Unless otherwise defined, defined terms within this announcement have the same meanings as those within the Admission Document.

For further information:
Benchmark Holdings plc	www.benchmarkplc.co.uk
Malcolm Pye, CEO	Tel: [phone]
Roland Bonney, COO
Cenkos Securities plc (Nomad, Broker and Joint Bookrunner)
Ivonne Cantu	Tel: [phone]
Stephen Keys
Callum Davidson
Rabobank (Lead Financial Advisor and Joint Bookrunner)
Arthur van der Goes	Tel: [phone]
Willem Kroner (ECM)
James Cass	Tel: [phone]
Tavistock
Matt Ridsdale/Niall Walsh	Tel: [phone]

Proposed acquisition of INVE Aquaculture Holding B.V

Proposed placing of 215,922,141 Ordinary Shares at 86p per Ordinary Share

Issue of 32,396,158  Consideration Shares and

Issue of 6,239,513  Roll-Over Shares at 86p per Ordinary Share

Readmission of the Enlarged Share Capital to trading on AIM

and

Notice of General Meeting

Introduction

The Company is pleased to announce that it has entered into an agreement subject to, inter alia, Shareholder approval at the General Meeting, to acquire the INVE Group by way of an acquisition of the entire issued share capital of INVE. The total consideration payable by the Company in respect of the Acquisition is $342 million (approximately £227 million), of which $300 million (approximately £199 million) is payable in cash at Completion and $42 million (approximately £28 million) of which will be satisfied through the issue of Consideration Shares to the Vendors. In order to fund the consideration, the Company has also today announced it is raising £173.1 million, net of expenses, by way of the conditional Placing of 215,922,141 Placing Shares with new and existing investors at 86 pence per Ordinary Share in order to finance part of the consideration. In addition, the Company has also entered into the New Debt Facilities to finance the remainder of the consideration due under the Acquisition Agreement. The New Debt Facilities will also be used to fund the ongoing working capital requirements of the Enlarged Group. Certain members of INVE management have agreed to subscribe for Roll-Over Shares for an aggregate subscription price of $8.1 million (£5.4 million).

The Directors believe that there is a strong strategic rationale for the Acquisition. INVE's business complements Benchmark's existing expertise and operations within aquaculture and the Enlarged Group would become a leading global provider of technology for sustainable food production, with a strong focus on the aquaculture sector, benefiting from immediate scale in advanced aquaculture nutrition and health products, an enhanced sales, marketing and distribution network and the opportunity for cross selling and new product development. In addition the Acquisition provides Benchmark with aquaculture nutrition expertise that complements its existing business.

The Directors believe that the Acquisition is capable of delivering significant revenue synergies. The

Directors expect that revenue synergies will contribute to the Enlarged Group's profits from the first financial year post completion of the Acquisition.

In view of the size of the Acquisition relative to the Company, the Acquisition is classified as a reverse takeover under the AIM Rules and is therefore conditional, inter alia, upon the publication of the Admission Document, the approval of Shareholders and the admission of the Enlarged Share Capital to trading on AIM. Such approval is being sought at the General Meeting to be held at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL at 11 a.m on 29 December 2015. If the Resolutions are approved by Shareholders, it is expected that Admission will commence at 8.00 a.m. on 30 December 2015 and that the Acquisition will complete on 30 December 2015 and that the Consideration Shares and the Roll-Over Shares will be admitted to trading on AIM on 31 December 2015.

Background to and reasons for the Acquisition

Benchmark's stated goal is to become the world-leading aquaculture health and technology specialist and a leading global player in each of its markets. The Group's intention is to build a diversified and balanced food sustainability group including through expansion into existing and new business sectors supported by targeted M&A. Through its knowledge of the sector Benchmark identified INVE as an attractive candidate to join the Group given its technology and intellectual property, its complementary products, its scale and geographic coverage and the reach of its distribution network.

The Directors first engaged with INVE management more than two years ago with a view to combining the companies. The Directors believe that there is a strong strategic rationale for the Acquisition for the following reasons.

The Acquisition:

·     materially strengthens Benchmark's position in aquaculture, a large and growing market - aquaculture is the fastest growing sector of the livestock industry, driven by fundamental societal needs and growing at CAGR of 5 per cent. Increased fish consumption, combined with stagnating volumes of captured fish is leading to increased professionalisation of the aquaculture industry. It is estimated that 50% of seafood consumption is farmed and this is expected to grow to 62% by 2030. Aquaculture producers are increasingly incentivised to improve yield and product quality. Benchmark's animal health and breeding and genetics divisions can deliver demonstrable value in this field. Expanding Benchmark's offering into advanced nutrition products will allow Benchmark to offer more value to the industry. The aquaculture feed ingredients market in which INVE participates is expected to grow at 4.6 per cent. per annum in volume for the next five years (Source: World Bank: Fish 2030);

·     provides immediate leadership in the speciality aquaculture nutrition market, an attractive niche within aquaculture - the Acquisition would provide Benchmark with immediate scale and a market-leading position in the early stage, speciality feeds sector. The Directors believe this is an attractive sector driven by a number of factors, including the increased professionalisation of the industry, which create demand for high-value feed and health product;

·     complements and diversifies Benchmark's offering while maintaining its focus on speciality products - INVE's products are positioned in the specialist segment of aquaculture feed ingredients and are highly complementary to Benchmark products. The combined businesses will enable the Enlarged Group to offer its customers a broader range of products and services. Benchmark is well recognised in aquaculture genetics and health, whereas INVE has a strong position in early stage feed propositions for multiple aquatic species;

·     enhances Benchmark's geographic footprint and distribution network - INVE's extensive international presence and established distribution network significantly strengthen Benchmark's footprint and create significant commercial opportunities; and

·     creates significant opportunities for synergies across the Enlarged Group - the Directors believe that there is significant potential from synergies in the Enlarged Group including from:

·     leveraging INVE's substantial sales and marketing network;

·     applying INVE's expertise in aquaculture nutrition to a number of Benchmark's

·     proprietary aquaculture health and genetics programmes;

·     cross-fertilisation potential in combined global biology and biotechnology R&D activities;

·     the use of existing Benchmark technology and market positions to drive new products for INVE; and

·     the enhanced brand and market position of the Enlarged Group which is likely to generate more customer interest.

The Directors believe that the Acquisition would make the Enlarged Group a key participant in the rapidly growing aquaculture market, with an extensive offering to its customers of aquaculture products and technologies across a much broader variety of species and geographies.

Information on the INVE Group

The INVE Group is a leading specialist manufacturer of primary stage technically advanced aquaculture and nutrition health products for shrimp and marine species of fin fish. INVE enjoys a leading market position with more than a 20 per cent. share in the global shrimp and marine fin fish hatchery/nursery larval diets segment respectively, and sells into more than 70 countries. Through its relationship with the United States based Great Salt Lake Brine Shrimp Cooperative, INVE has strategic access to high quality artemia and also has long standing relationships with artemia suppliers in the CIS and China. INVE has manufacturing facilities in Thailand, the USA and China supported by regional warehouses serving customers worldwide. INVE is led by an experienced management team.

Supported by partnerships with a number of industry participants, INVE continues to focus on the development of innovative advanced nutrition products through its R&D programmes which have previously led to such technologies as SEP-Art and High-5. Through its collaborations with industry partners, INVE seeks to develop advanced products that aim to reduce disease and enhanced immunity within target species, through the application of probiotics and immuno-stimulants. INVE's products are used in shrimp hatcheries, shrimp farms, fish hatcheries and fish farms.

INVE is perceived as the market leader in early stage fish and shrimp hatchery products. Its products are sold primarily in Asia, Europe and the Americas. An indicator of the growth of the aquaculture industry, the addressable feed market volumes for fish and shrimp according to the World Bank are expected to experience a CAGR of 11.3 per cent. and 13.5 per cent respectively between 2014 and 2016, with Asia and the Americas contributing significantly to this growth. Asia is the fastest growing aquaculture region, where larger and more professional farms are emerging, making it an attractive market for INVE. The aquaculture feed ingredients market in which INVE participates is expected to grow at 4.6 per cent. per annum in volume for the next five years (Source: Food and Agriculture Organisation, Global Aquaculture outlook in the next decades). INVE currently provides products for marine fin fish and crustaceans (shrimp).

The global production of these species is estimated to represent approximately 17 per cent. of total aquaculture production, equating to $39.9 billion in value. INVE's core segment, the hatchery segment for shrimp and marine fin fish is estimated to account for $1.4 billion. (Source: World Bank: Fish 2030).

Products

The INVE Group's products fall within three main categories: live feed (artemia), replacement diets and health products. INVE focuses on advanced nutrition and health products, underpinned by its expertise and IP portfolio in early stage feeding. INVE has a pipeline of 40 products with a strategic focus on in-feed health and disease prevention. In addition, a number of international partnerships with leading universities, institutions and individuals support INVE's continued innovation in new products and technologies.

The Enlarged Group Structure

Benchmark will manage INVE as a new division within the Enlarged Group, The Advanced Animal Nutrition division. The Enlarged Group will integrate Benchmark and INVE's respective R&D and specialist aquaculture trial facilities, biological research programs and technologies. In addition, the Enlarged Group will adopt a shared route to market and will benefit from a strengthened product pipeline. TomAlgae, part of the Benchmark Group which focuses on larval stage nutrition, will be integrated into the new Advanced Animal Nutrition division. The Advanced Animal Nutrition Division would be headed by INVE's Chief Executive Officer, Philippe Leger, and its Chief Financial Officer, Pierre Hugo.

Strategy of the Enlarged Group

Following Completion, the Enlarged Group will continue with Benchmark's strategy to grow the existing business organically and through selective acquisitions whilst expanding into areas where the same fundamental biology can be exploited to drive innovation, development and synergies across the Enlarged Group's divisions. The Enlarged Group's core areas of focus will continue to be:

·     innovating products and technologies driving improved efficiency of production;

·     development of the science and methodologies needed for advancing sustainable production;

·     providing the technology and systems to drive product quality improvement programmes; and

·     delivering knowledge, training and education to our industries.

The Directors believe that the key components required to ensure that Benchmark continues to deliver this long-term growth strategy are to:

·     continue to attract and retain the highest calibre people to drive forward its development;

·     maintain leadership capability in scientific research; and

·     invest in high-quality production facilities and infrastructure.

The Enlarged Group intends to leverage the combined sales and distribution network to distribute the enlarged portfolio of existing and pipeline products, increasing the market penetration for the whole Group.

Enlarged Group Target Markets

The Enlarged Group would become a leading global provider of technology solutions for sustainable food production, with a strong focus on the aquaculture sector. Benchmark will continue to focus on its existing markets of animal health, sustainability consulting, technical publishing and breeding and genetics. The Acquisition would add a new division to the Group - Advanced Animal Nutrition, allowing the Group to enter the aquaculture specialist feeds market and strengthen the Group's existing operations in aquaculture. Information on the aquaculture specialist nutrition market and on the product and geographic coverage of the Enlarged Group is presented below.

Summary Financial Information and Trading Update

Benchmark

For the 52-week period ended 30 September 2014, Benchmark reported revenue of £35.4 million (2013: £27.5 million), adjusted EBITDA (from trading activities) of £6.6 million (2013: £7.4 million).

In the six months ended 31 March 2015, the Group generated total revenue of £19.8 million and adjusted EBITDA (from trading activities) of £1.2 million.

Since the Company published its interim results for the 6 months ended 31 March 2015 on 23 June, there have been a number of developments announced by the Company, including:

·     On 27 July - the acquisitions of Norwegian aquaculture genetics and research business Akvaforsk Genetics Center AS ("AFGC") and 80% of Akvaforsk Genetics Center Inc. ("Spring Genetics"), a US based tilapia genetics and breeding business;

·     On 30 September - a major breakthrough at its subsidiary Salmobreed AS in genetic breeding programs for Pancreas Disease (PD) and sea lice resistance through a new genetic method in aquaculture called Genomic Selection.

·     On 9 November - worldwide license from Saiba Animal Health GmbH ("Saiba") to develop and commercialise a recombinant vaccine for Canine Atopic Dermatitis (CAD) using Virus Like-Particle (VLP) technology.

On 6 November, the Company announced that Iceland's national Marine Research Institute (the "Institute") detected a strain of viral haemorrhagic septicaemia virus ("VHS") in its lumpfish stock which led to the Chilean National Fisheries and Aquaculture Service (Sernapesca) temporarily suspending imports of all aquatic biological products from Iceland.  Stofnfiskur hf, which is based in Iceland and forms part of Benchmark's Breeding and Genetics division, exports salmon eggs from its production facilities to customers worldwide, including in Chile.   Whilst the Company anticipates short-term disruption and delays to sales, it expects to continue to trade in line with market expectations and with respect to the financial year ended 30 September 2015, the Company expects results to be in line with market expectations.

Operationally, the integration of acquired businesses has been completed with delivery of expected synergies on track and R&D in the new product pipeline continues to progress well and in line with Benchmark's business plan.

Following the year end the Company has continued to trade in line with expectations.

INVE

In the financial year ended 31 December 2014, the INVE Group generated total revenue of $89.0 million (£54.0 million) and EBITDA of $25.4 million (£15.4 million). In the financial year ended 31 December 2013, the INVE Group generated total revenue of $72.9 million (approximately £46.4 million) and EBITDA of $14.5 million (approximately £9.3 million). For the seven months ended 31 July 2015 the INVE Group generated total revenue of $60.6 million (£39.6 million and EBITDA of $15.2 million (£10.0 million).

Since this date, INVE has continued to trade in line with INVE's management expectations. INVE continues to see strong growth in Asia.

 Information on the Placing

On Admission (and following the issue of the Placing Shares, the Consideration Shares and the Roll-Over Shares) the Company will have 473,907,337 Ordinary Shares in issue and an expected market capitalisation of approximately £407.6 million. The Placing comprises the issue of 215,922,141 Placing Shares by the Company to raise £185.7 million (before expenses). In addition, 6,239,513 Roll-Over Shares will be issued, for an aggregate subscription price of £5.4 million. The placing price of 86p represents a discount of 7.53 per cent. to the share price of 93p on 8 October 2015, being the date when the shares were suspended from trading pending an announcement of a reverse takeover.

On completion of the Placing and the issue of the Consideration Shares and the Roll-Over Shares, the existing issued share capital of the Company will be increased by 254,577,812 Ordinary Shares, resulting in an immediate dilution of holders of Existing Ordinary Shares who do not participate in the Placing of 49.61 per cent. in aggregate, assuming that no Ordinary Shares are issued in respect of the exercise of options between the date of this announcement and the date following Admission and the issue of the Consideration Shares and the Roll-Over Shares.

Related Party Transactions

Woodford Investment Management LLP, Invesco Asset Management Ltd  and Lansdowne Partners currently own 19.14 per cent. 16.96 per cent. and 13.68 per cent. respectively of the Company's existing ordinary share capital and are, therefore, each treated as a related party of the Company under Rule 13 of the AIM Rules as substantial shareholders. Woodford Investment Management LLP, Invesco Asset Management Ltd  and Lansdowne Partners respective participations in the Placing are therefore treated as related party transactions for the purposes of the AIM Rules. The Directors of the Company consider, having consulted with Cenkos as the Company's nominated adviser, that the terms of the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Admission

Application will be made by the Company for the Existing Ordinary Shares and the Placing Shares to be admitted or re-admitted, as the case may be, to trading on AIM. Subject to the passing of the Resolutions, Admission is expected to occur and dealings to commence on 30 December 2015. It is expected that admission of the Consideration Shares and the Roll-Over Shares will become effective on 31 December 2015.

If the Transaction is not completed, the Existing Ordinary Shares will continue to be traded on AIM, the Acquisition and the Placing will not take place and the Placing Shares will not be admitted to AIM. Application has been made for the Placing Shares to be eligible for admission to CREST with effect from Admission.

Recommendation and Undertakings

The Directors recommend that shareholders vote in favour of the Resolutions, as they have irrevocably undertaken to do in respect of their own aggregate holdings of 30,877,148 Ordinary Shares, representing 14.1 per cent. of the Existing Ordinary Shares.

In addition, irrevocable undertakings to vote in favour of the Resolutions required to effect the

Acquisition and the Placing, at the General Meeting have been secured from shareholders holding in

aggregate 156,474,737 Ordinary Shares, representing 71.3 per cent. of the Existing Ordinary Shares.

In total, irrevocable undertakings to vote in favour of the Resolutions required to effect the Acquisition have been given in respect of 187,351,885 Ordinary Shares, representing 84.4% of the Existing Ordinary Shares. 

Admission Statistics

Placing Price per Placing Share	86 p
Market capitalisation on Admission (approximately)	£407.6 million
Number of Placing Shares being issued pursuant to the Placing	215,922,141
Number of Roll-Over Shares being issued	6,239,513
Number of Consideration Shares being issued	32,396,158
Dilution to Shareholders as a result of the Placing	49.61 per cent.
Number of Existing Ordinary Shares in issue as at the date of this announcement	219,349,525
Number of Ordinary Shares in issue on Admission	435,271,661
Number of Ordinary Shares in issue following the issue of the Roll-Over Shares and the Consideration Shares	473,907,337
Percentage of the Enlarged Share Capital being placed pursuant to the Placing	45.56 per cent.
Percentage of the Enlarged Share Capital represented by the Roll-Over Shares	1.3 per cent.
Percentage of the Enlarged Share Capital represented by the Consideration Shares	6.8 per cent.
Estimated gross proceeds of the Placing of the Placing Shares	£185.7 million
Estimated net proceeds of the Placing of the Placing Shares receivable by the Company	£173.1 million
AIM 'ticker'	BMK
ISIN number	GB00BGHPT808

 £:$ exchange rate used for the purposes of this announcement is £1 to $1.5075

 IMPORTANT INFORMATION

This announcement has been issued by, and is the sole responsibility of, the Company.

This announcement does not constitute an admission document relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.

Recipients of this announcement who are considering acquiring Ordinary Shares following publication of the admission document are reminded that any such acquisition must be made only on the basis of the information contained in the admission document which may be different from the information contained in this announcement.

Cenkos, who is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Cenkos or advice to any other person in relation to the matters contained herein.

Rabobank, who is authorised and regulated in the Netherlands by the Dutch Central Bank and the Netherlands Authority for the Financial Markets, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Cenkos or advice to any other person in relation to the matters contained herein.

The Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, or the Republic of Ireland.  Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of Ireland or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or the Republic of Ireland or any person located in the Republic of Ireland. The Offer and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement may include "forward-looking statements".  All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements.  These factors include but are not limited to those described in the formal admission document.

These forward-looking statements speak only as at the date of this announcement.  The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

 

END

 

 

MSCUOVNRVKAUAAA