Bifogade filer
2025-07-01 08:00:00
Benchmark Holdings plc
("Benchmark" or the "Company")
Update on Conditions, Opening of Tender Offer and Expected Timetable
On 23 May 2025, the Company announced its proposals for the return of the vast
majority of the net proceeds from the completion of its disposal of the Genetics
Business to Shareholders, the proposed cancellation of the admission to trading
of its Ordinary Shares on (i) AIM, a market operated by the London Stock
Exchange, and (ii) Euronext Growth Oslo (the "De-Listings"), and the proposed
re-registration of the Company as a private limited company, together the
"Proposals".
The circular in relation to the Proposals was posted to Shareholders on 23 May
2025 and has been published on the Company's website at
https://www.benchmarkplc.com/investors/delisting and at the following link:
http://www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf (the
"Circular").
Capitalised terms used but not otherwise defined in this announcement (the
"Announcement") have the meanings set out in the Circular. All references to
times in this Announcement are to London, United Kingdom times, unless otherwise
stated.
Update on Conditions
On 18 June 2025, the Company announced that all resolutions proposed at the
General Meeting held at 12.00 noon (UK time) on that date were duly passed by
shareholders voting on a poll, thereby approving the Proposals.
The Company is now pleased to announce that Euronext Oslo Børs has approved the
cancellation of trading of the Company's ordinary shares on Euronext Growth Oslo
(the "Norwegian Approval"). Following the receipt of the Norwegian Approval, the
Tender Offer will open at 1.00 p.m. (London time) on 3 July 2025 and will remain
open for 21 calendar days.
The effective date for the delisting from Euronext Growth Oslo remains subject
to the Company submitting documentation confirming completion of the Tender
Offer. Euronext Oslo Børs will thereafter decide on and publish the last day of
trading but is expected to be forthcoming within 5 Business Days from the
completion of the settlement process in respect of the Tender Offer.
Next Steps and Expected Timetable
The date of the last day of trading on Euronext Growth Oslo and the effective
date of the delisting from Euronext Growth Oslo remain subject, as noted above,
to confirmation of completion of the Tender Offer. Once Euronext Oslo Børs
publishes these dates, the Company will notify Shareholders accordingly.
Accordingly, the expected last day of dealings in the Ordinary Shares on
Euronext Growth Oslo and AIM and the expected effective date for the De-listings
have not yet been determined and therefore only indicative dates are included in
the expected timetable set out below and these dates are subject to change.
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
https://www.benchmarkplc.com/investors/) 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.
The expected timetable of principal events for the implementation of the
Proposals is set out below. These dates and times are indicative only and are
subject to change.
Event Time and/or date
Tender Offer opens 3 July 2025
Stop in cross border transactions 10 July 2025
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 17 July 2025
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 24 July 2025
Tender Offer Record Date 6.00 p.m. on 24 July 2025
Announcement of the results of the Tender Offer 25 July 2025
Expected purchase of Ordinary Shares under the Tender Offer 29 July 2025
CREST accounts credited in respect of revised holdings of Ordinary Shares
following the Tender Offer by 29 July 2025
CREST accounts credited with Tender Offer proceeds by 31 July 2025
Transfer of Tender Offer proceeds in GBP through CREST to DNB for settlement to
VPS Shareholders by 31 July 2025
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 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 by 7 August 2025
Share certificates dispatched in respect of revised holdings of Ordinary Shares
following the Tender Offer by 7 August 2025
Expected last day of dealings in the Ordinary Shares on AIM a date expected to
be on or around 14 August 2025 and to be aligned with the last day of dealings
day on Euronext Growth Oslo
Expected last day of dealings in the Ordinary Shares on Euronext Growth Oslo a
date expected to be on or around 14 August 2025 and to be announced by Euronext
Oslo Børs following confirmation of completion of the Tender Offer
Expected cancellation of admission of the Ordinary Shares to trading on AIM 7.00
a.m. on the Business Day following the last day of dealings in the Ordinary
Shares on AIM
Expected effective date for the delisting of the Ordinary Shares from trading on
Euronext Growth Oslo 8.00 a.m. on (CEST time) on the Business Day following the
last day of dealings in the Ordinary Shares on Euronext Growth Oslo
Expected date of filing the Re Registration at Companies House following the
implementation of the Proposals
Long-Stop Date 11.59 p.m. on 31 December 2025
Enquiries
Benchmark Holdings plc
Trond Williksen, CEO
Ivonne Cantu, Investor Relations benchmark@mhpgroup.com
Strand Hanson Limited (Nominated & Financial Adviser and Broker)
Christopher Raggett
James Dance
Matthew Chandler
Rob Patrick
MHP Group (Press Enquiries)
Katie Hunt
Reg Hoare
+44 (0) 20 7409 3494
+44 7831 406117
benchmark@mhpgroup.com
The person responsible for arranging the release of this announcement on behalf
of the Company is Ivonne Cantu, Investor Relations.