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Monday 14 December, 2015

AIM

Schedule 1 - Benchmark Holdings plc

RNS Number : 9480I
AIM
14 December 2015
 

 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

COMPANY NAME:

 

Benchmark Holdings plc

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Benchmark House

8 Smithy Wood Drive

Sheffield, S35 1QN

United Kingdom

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

http://www.benchmarkplc.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Benchmark Holdings plc ("Benchmark" or the "Company") is a pioneering innovation company operating, and consolidating opportunities in the key growth areas of global food production. Its business consists of four divisions namely Animal Health, Breeding and Genetics, Sustainability Science and Technical Publishing. The Company was founded in 2000 and admitted to AIM on 18 December 2013. Its main country of operation is the UK.

 

The Company has entered into a conditional share and purchase agreement to acquire the entire issued share capital of INVE Aquaculture Holding B.V ("INVE"), for a total consideration of $342 million (approximately £227 million) of which $300 million will be payable in cash (approximately $199 million) and $42 million (approximately £27.9 million) will be satisfied through the issue of consideration shares,  The cash consideration is being financed by a placing to raise gross proceeds of approximately £186 million (the "Placing"). The balance will be satisfied with debt funding to be drawn under new debt facilities.

 

The transaction constitutes a reverse takeover for the purpose of Rule 14 of the AIM Rules for Companies.

 

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. In the financial year ended 31 December 2014, INVE generated total revenue of $89.0 million and EBITDA of $27.4 million. Its main country of operation is the Netherlands.

 

 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

The issued ordinary share capital as at Admission on 30 December 2015 will be 435,271,666 ordinary shares of 0.1p each, consisting of 219,349,525 existing and 215,922,141 new ordinary shares being issued pursuant to the Placing.

 

In addition, the day following Admission 32,396,158 and, 6,239,513 new ordinary shares will be admitted to satisfy vendor consideration ("Consideration Shares") and INVE management re-investment ("Roll Over Shares") respectively.

 

The issued ordinary share capital following the issue and admission of the Roll-Over Shares and Consideration Shares on 31 December will therefore be 473,907,337.  

 

 

 

No shares will be held as treasury shares.

 

There are no restrictions on the transfer of securities.

 

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Approximately £185.7 million is to be raised upon admission of the placing shares.

 

The market capitalisation of the Company on  Admission is expected to be £374.3 million, assuming the placing price of 86p. The market capitalisation of the Company following Admission and admission of the Consideration Shares and the Roll Over Shares is expected to be approximately £408 million assuming the placing price of 86p.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

At Admission, the percentage not in public hands will be 74.66%. Following Admission of the Roll Over Shares and Consideration Shares, the percentage not in public hands will be 76.72%.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

The Company does not currently have, nor has it applied to have, its shares admitted to trading on any trading platform other than AIM.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Malcolm David Foster Pye - Chief Executive Officer

 

Mark James Plampin - Chief Financial Officer

 

Roland James Bonney - Chief Operating Officer

 

Richard Basil Brookes - Non-Executive Director

 

Alexander Robert Hambro  - Non-Executive Director

 

Susan Jane Searle - Non-Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Prior to Admission:

 

Woodford Investment Management LLP 19.1%

Invesco Asset Management Ltd. 17.0%

Lansdowne Partners (UK) LLP 13.7%

Ruth Layton 6.9%

Roland Bonney 6.9%

Malcolm Pye 6.9%

Wheatsheaf Investment Ltd. 4.6%

Slater Investments Ltd. 3.5%

Hargreave Hale Ltd. 3.3%

Octopus Investments Ltd. 3.3%

 

At Admission:

 

Woodford Investment Management LLP 25.13%

Invesco Asset Management Ltd. 18.16%

Lansdowne Partners (UK) LLP 18.38%

Allianz Global Investors 6.48%

Ruth Layton 3.48%

Roland Bonney 3.48%

Malcolm Pye 3.48%

 

 

Following Admission of the Consideration Shares and the Roll Over Shares:

 

Woodford Investment Management LLP 23.08%

Invesco Asset Management Ltd. 16.68%

Lansdowne Partners (UK) LLP 16.88%

INVE B.V 6.84%

Allianz Global Investors 5.95%

Ruth Layton 3.20%

Roland Bonney 3.20%

Malcolm Pye 3.20%

 

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         30 September

(ii)        30 July 2015

(iii)       31 March 2016, 30 June 2016, 31 March 2017

 

EXPECTED ADMISSION DATE:

 

30 December 2015

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Cenkos Securities plc

 

6-8 Tokenhouse Yard

London EC2R 7AS

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Cenkos Securities plc

 

6-8 Tokenhouse Yard

London EC2R 7AS

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The Admission Document will be available to view on the Company's website at www.benchmarkplc.com and will contain full details about the applicant and the admission of its securities.

 

DATE OF NOTIFICATION:

 

14 December 2015

NEW/ UPDATE:

 

NEW

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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